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AVIENT CORPORATION |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
TABLE OF CONTENTS |
|||||
Message from our CEO
|
i | ||||
Notice of 2022 Annual Meeting of Shareholders
|
ii | ||||
Record Date
|
ii
|
||||
Voting Matters and Vote Recommendations
|
ii
|
||||
Proxy Statement
|
1 | ||||
Proxy Summary
|
1 | ||||
Voting and Meeting Information
|
1
|
||||
Attendance and Participation | 1 | ||||
Who is Eligible to Vote | 1 | ||||
Advance Voting Methods | 2 | ||||
Voting During the Annual Meeting | 2 | ||||
Questions | 3 | ||||
Company Operating Performance | 3 | ||||
Our Company Culture | 4 | ||||
The 4Ps of Sustainability at Avient | 4 | ||||
Impact of our Performance on Named Executive Officer 2021 Compensation | 9 | ||||
Our Director Nominees and Committee Membership | 11 | ||||
Summary of Director Nominee Skills, Experience and Background | 12 | ||||
Governance Highlights | 13 | ||||
Proposal 1 - Election of Twelve Director Nominees to Our Board of Directors
|
16 | ||||
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation
|
23 | ||||
Proposal 3 - Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022
|
25 | ||||
Independent Registered Public Accountant Services and Related Fee Arrangements | 25 | ||||
Report of the Audit Committee | 26 | ||||
Corporate Governance
|
28 | ||||
Director Independence
|
28
|
||||
Lead Director | 29 | ||||
Board Leadership Structure | 29 | ||||
Majority Voting for Directors | 29 | ||||
Board Oversight of Risk | 29 | ||||
Board Oversight of ESG and Sustainability Matters | 30 | ||||
Code of Ethics, Code of Conduct and Corporate Governance Guidelines | 31 |
Related Person Transactions | 31 | ||||
Communication with Board | 32 | ||||
Board and Committees | 32 | ||||
Board Refreshment and Diversity | 36 | ||||
2021 Non-Employee Director Compensation
|
38 | ||||
Non-Employee Director Compensation Highlights
|
38
|
||||
Non-Employee Director Retainer and Meeting Fees | 38 | ||||
2021 Non-Employee Director Compensation Table | 39 | ||||
Option Awards Outstanding and Fully Vested Deferred Shares | 40 | ||||
Ownership of Avient Shares
|
41 | ||||
Beneficial Ownership of Our Common Shares
|
41
|
||||
Stock Ownership Guidelines for Non-Employee Directors | 42 | ||||
Compensation Discussion and Analysis
|
43 | ||||
Executive Summary
|
43
|
||||
Executive Compensation Philosophy and Objectives | 46 | ||||
What We Pay and Why: Elements of Compensation | 49 | ||||
Other Aspects of our Compensation Programs | 55 | ||||
Executive Compensation
|
59 | ||||
2021 Summary Compensation Table
|
59
|
||||
2021 Grants of Plan-Based Awards | 61 | ||||
Outstanding Equity Awards at 2021 Fiscal Year-End | 63 | ||||
2021 Option Exercises and Stock Vested | 64 | ||||
2021 Non Qualified Deferred Compensation | 65 | ||||
Potential Payments Upon Termination or Change of Control | 65 | ||||
CEO Pay Ratio Disclosure
|
70 | ||||
Compensation Committee Interlock and Insider Participation
|
70 | ||||
Risk Assessment of the Compensation Programs
|
71 | ||||
Compensation Committee Report
|
71 | ||||
Miscellaneous Provisions
|
72 | ||||
Voting at the Meeting
|
72
|
||||
Revoking a Proxy | 72 | ||||
Shareholder Proposals | 73 | ||||
Proxy Solicitation | 73 | ||||
Appendix A
|
A-1 |
MESSAGE FROM OUR CEO
|
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS
|
RECORD DATE
|
VOTING MATTERS AND VOTE RECOMMENDATIONS
|
Proposals For Your Vote | Board Recommendation | ||||
1
Election of twelve director nominees to our Board of Directors
|
Vote FOR Each Nominee | ||||
2
Approval, on an advisory basis, of our Named Executive Officer compensation
|
Vote FOR | ||||
3
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022
|
Vote FOR |
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to be held on May 12, 2022:
The proxy statement, proxy card and annual report to shareholders for the
fiscal year ended December 31, 2021 are available at our website, www.avient.com , on the “ Investor Relations ” page. |
PROXY STATEMENT
|
PROXY SUMMARY
|
VOTING AND MEETING INFORMATION
|
ATTENDANCE AND PARTICIPATION
|
WHO IS ELIGIBLE TO VOTE
|
ADVANCE VOTING METHODS
|
![]() |
Visit
www.proxyvote.com
to vote your proxy
over the internet
until 11:59 p.m. (ET)
on May 11, 2022. |
||||
![]() |
Call 1-800-690-6903 to vote your proxy
by telephone
until 11:59 p.m. (ET) on May 11, 2022.
|
||||
![]() |
Sign, date and return your proxy card and/or voting instruction card to vote
by mail.
|
Each shareholder’s vote is important. Please submit your vote and proxy
by telephone or over the internet, or complete, sign, date and return your
proxy card or voting instruction card.
|
VOTING DURING THE ANNUAL MEETING
|
QUESTIONS
|
COMPANY OPERATING PERFORMANCE
|
OUR COMPANY CULTURE
|
THE 4Ps OF SUSTAINABILITY AT AVIENT
|
Sustainability Goals
|
||||||||
By 2030, Avient will enable 100% of our products manufactured for packaging applications to be recyclable or reusable to advance the circular economy.
|
By 2030, Avient will reduce waste to landfill by 35% from the 2019 baseline. | |||||||
By 2030, Avient will deliver cumulative annual revenue growth from our Sustainable Solutions portfolio of 8–12% with 2020 as a baseline. | By 2030, to ensure alignment with Avient’s expectations on environmental, social and governance requirements, Avient will assess its top suppliers representing 90% of our total raw material costs. | |||||||
By 2030, Avient will obtain directly or contract for 60% of its electricity demand from renewable sources and achieve 100% renewable energy by 2050. | As a founding member of the Alliance to End Plastic Waste, Avient will collaborate to develop and implement solutions to end plastic waste with approximately 50 members across the value chain. The Alliance will invest $1.5 billion over five years in innovation, infrastructure, education and clean-up. | |||||||
By 2030, Avient will reduce Scope 1 & 2 greenhouse gas (GHG) emissions by 60% with 2019 as a baseline and achieve operational carbon neutrality by 2050. |
IMPACT OF OUR PERFORMANCE ON NAMED EXECUTIVE OFFICER 2021 COMPENSATION
|
Name | Title | ||||
Robert M. Patterson | Chairman, President and Chief Executive Officer | ||||
Jamie A. Beggs
|
Senior Vice President, Chief Financial Officer | ||||
Michael A. Garratt | Senior Vice President, President, Color, Additives and Inks, EMEA | ||||
Lisa K. Kunkle
|
Senior Vice President, General Counsel and Secretary | ||||
Joel R. Rathbun | Senior Vice President, Mergers and Acquisitions |
2021 Corporate Plan Annual Incentive Program* (Patterson, Beggs, Kunkle and Rathbun) | ||||||||||||||||||||
Measure | Weighting | Threshold | Target | Maximum | Results | Payout % | ||||||||||||||
Adjusted Operating Income (consolidated) | 60% | $303.8 | $341.8 | $359.7 | $429.0 | 200% | ||||||||||||||
Working Capital as a % of Sales | 20% | 12.2% | 11.9% | 11.2% | 10.9% | 200% | ||||||||||||||
Clariant Color Integration Objectives | 20% |
See the Compensation Discussion and Analysis
section for more information
(goals and achievements)
|
175% | |||||||||||||||||
Total Attainment | 195% |
2021 CAI Plan Annual Incentive Program* (Garratt) | ||||||||||||||||||||
Measure | Weighting | Threshold | Target | Maximum | Results | Payout % | ||||||||||||||
Adjusted Operating Income (CAI) | 40% | $222.0 | $250.4 | $265.0 | $303.0 | 200% | ||||||||||||||
Adjusted Operating Income (consolidated) | 20% | $303.8 | $341.8 | $359.7 | $429.0 | 200% | ||||||||||||||
Working Capital as a % of Sales (CAI) | 20% | 13.5% | 13.2% | 12.6% | 12.1% | 200% | ||||||||||||||
Clariant Color Integration Objectives | 20% |
See the Compensation Discussion and Analysis
section for more information
(goals and achievements)
|
175% | |||||||||||||||||
Total Attainment | 195% |
2021 Annual Incentive Program Payouts | |||||||||||
Named Executive Officer | 2021 Target Opportunity ($) | Payout (%) | Payout ($) | ||||||||
Robert M. Patterson | $1,396,635 | 195.0% | $2,723,437 | ||||||||
Jamie A. Beggs | $377,192 | 195.0% | $735,525 | ||||||||
Michael A. Garratt | $276,231 | 195.0% | $538,650 | ||||||||
Lisa K. Kunkle | $276,231 | 195.0% | $538,650 | ||||||||
Joel R. Rathbun | $274,385 | 195.0% | $535,050 |
2019–2021 Cash-Settled Performance Units
Performance Measure: Adjusted EPS
|
||||||||||||||
Performance Periods | Weighting | Target | Result | Payout % | ||||||||||
January 1, 2019 – December 31, 2019 | 25% | $2.52 | $2.42 | 71% | ||||||||||
January 1, 2020 – December 31, 2020 | 25% | $1.94 | $1.90 | 95% | ||||||||||
January 1, 2021 – December 31, 2021 | 25% | $2.15 | $3.05 | 193% | ||||||||||
January 1, 2019 – December 31, 2021 | 25% | $6.61 | $7.37 | 143% | ||||||||||
Total Attainment | 125% |
OUR DIRECTOR NOMINEES AND COMMITTEE MEMBERSHIP
|
Name | Age |
Director
Since
|
Independent |
Committee Membership
(M=Member, C=Chair)
|
|||||||||||||||||||
AC | CC | G&CRC | EH&SC | ||||||||||||||||||||
Robert E. Abernathy
|
67 | 2018 | Yes | M | M | ||||||||||||||||||
Richard H. Fearon
|
66 | 2004 | Yes | M | C | ||||||||||||||||||
Gregory J. Goff
|
65 | 2011 | Yes | M | C | ||||||||||||||||||
Neil Green
|
52 | 2021 | Yes | M | M | ||||||||||||||||||
William R. Jellison
|
64 | 2015 | Yes | C | M | ||||||||||||||||||
Sandra Beach Lin
|
64 | 2013 | Yes | M | M | ||||||||||||||||||
Kim Ann Mink, Ph.D.
|
62 | 2017 | Yes | M | M | ||||||||||||||||||
Ernest Nicolas | 44 | 2021 | Yes | M | M | ||||||||||||||||||
Robert M. Patterson
|
49 | 2014 | No | M | |||||||||||||||||||
Kerry J. Preete
|
61 | 2013 | Yes | C | M | ||||||||||||||||||
Patricia Verduin, Ph.D.
|
62 | 2019 | Yes | M | M | ||||||||||||||||||
William A. Wulfsohn
|
60 | 2011 | Yes | M | M | ||||||||||||||||||
Number of Meetings Held in 2021
|
7 | 5 | 3 | 2 |
SUMMARY OF DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUND
|
Skills/Experience | Abernathy | Fearon | Goff | Green | Jellison | Lin | Mink | Nicolas | Patterson | Preete | Verduin | Wulfsohn | |||||||||||||||||||||||||||||
Financial |
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Industry Expertise |
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Regulatory |
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Technology |
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Human Capital |
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Operations |
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Corporate Governance |
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IT and Cybersecurity |
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Sustainability |
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Background
|
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Gender | Male | Male | Male | Male | Male | Female | Female | Male | Male | Male | Female | Male | |||||||||||||||||||||||||||||
Race/Ethnicity | White | White | White | Black | White | White | White | Black | White | White | White | White | |||||||||||||||||||||||||||||
Other Public Company Boards
|
1 | 3 | 1 | — | — | 2 | 2 | — | 1 | 2 | — | 1 |
GOVERNANCE HIGHLIGHTS
|
PROPOSAL 1 — ELECTION OF TWELVE DIRECTOR NOMINEES TO OUR BOARD OF DIRECTORS
|
Our Board recommends a vote FOR the election of each of the twelve Director nominees to our Board.
|
Robert E. Abernathy
Retired Chairman and Chief Executive Officer of Halyard Health, Inc., a medical technology company that focuses on eliminating pain, speeding recovery, and preventing infection for healthcare providers and patients worldwide. Mr. Abernathy served as Chairman and Chief Executive Officer of Halyard Health, Inc. from the time of its spinoff from Kimberly-Clark Corporation (“Kimberly-Clark”) in 2014 until his retirement from those positions in 2017. Prior to that, he worked for Kimberly-Clark, a global personal care products company. He joined Kimberly-Clark in 1982 and served in numerous roles of increasing responsibility, including President, Global Healthcare in 2014 and Executive Vice President, from 2013 to 2014.
Qualifications, Attributes, Skills and Experience:
We believe that our Company can capitalize on Mr. Abernathy’s significant global experience, particularly in developing markets. Further, Mr. Abernathy’s prior role as a Chief Executive Officer of a publicly traded company and service on several other external boards will enable him to provide relevant and topical advice on issues affecting public companies. Mr. Abernathy’s unique perspective gained while working in the healthcare and consumer products industries can add value when evaluating our commercial relationships in those industries.
|
![]()
Director since: 2018
Age: 67
Current Public Company Directorships:
•
Haemonetics Corporation
Former Directorships:
•
Halyard Health, Inc.
•
RadioShack Corp.
•
Lubrizol Corp.
•
Kimberly-Clark de Mexico
|
||||
Richard H. Fearon
Lead Director of our Board since 2015. Retired Chief Financial and Planning Officer of Eaton plc (“Eaton”), a global manufacturing company. Mr. Fearon served as Chief Financial and Planning Officer of Eaton from 2002, and as Vice Chairman from 2009, until his retirement in 2021. In his position at Eaton, Mr. Fearon was responsible for the accounting, control, corporate development, information systems, internal audit, investor relations, strategic planning, tax and treasury functions of Eaton. Prior to Eaton, Mr. Fearon worked at several large diversified companies, including Transamerica Corporation, NatSteel Limited and The Walt Disney Company. He also serves on the board of the Cleveland Museum of Art.
Qualifications, Attributes, Skills and Experience:
We believe that Mr. Fearon’s years of experience as Eaton’s Chief Financial Officer, together with his years of service at other large global companies, enable him to provide the Board with important insight and leadership. He has comprehensive knowledge of financial accounting standards and extensive experience in financial statement preparation, corporate finance, corporate development, risk management, and investor relations. As an individual with extensive experience as a sitting executive and leader at a multi-national corporation, Mr. Fearon is particularly equipped to advise our Board on current issues facing our Company. Further, given that he has served as Lead Director since 2015, during which time he has shown deep engagement with our Company reflected by his perfect attendance record at Board and Committee meetings, he also provides significant governance expertise.
|
![]()
Director since: 2004
Age: 66
Current Public Company Directorships:
•
Crown Holdings, Inc.
•
CRH plc
•
Hennessy Capital Investment Corp. VI
Former Directorships:
•
Eaton plc
•
Southern Steel Bhd
•
Centurion Industries, Ltd.
|
Gregory J. Goff
Retired Executive Vice Chairman of Marathon Petroleum Corporation (“Marathon”), a leading, integrated, downstream energy company. Mr. Goff served in this capacity from 2018 until his retirement in 2019. Prior to Marathon’s acquisition of Andeavor (formerly Tesoro Corporation), Mr. Goff served as President and Chief Executive Officer from 2010 to 2018, and as Chairman from 2014 to 2018, of Andeavor, a leading company in the independent refining and marketing business. He also served as Chairman and Chief Executive Officer of Andeavor Logistics LP (formerly Tesoro Logistics LP), a NYSE-listed master limited partnership that owned, operated and developed crude oil and refined products and logistics assets, from 2011 to 2018. Prior to joining Tesoro in 2010, Mr. Goff worked for ConocoPhillips Corporation, an integrated energy company, where he held a number of senior leadership positions, most recently Senior Vice President Commercial from 2008 to 2010.
Qualifications, Attributes, Skills and Experience:
We believe that, as a Board member with proven leadership capabilities and as an executive who has extensive international business experience across Europe, Asia and Latin America, Mr. Goff provides a unique perspective on our strategy and operations. Mr. Goff’s deep understanding of the energy industry and specialty chemical businesses provides valuable insight into Avient’s strategic planning. His experience as the Chief Executive Officer of a large, independent refining and petroleum products marketing company and his participation as a member of national trade associations provide him with valuable experience that can enhance our Board.
|
![]()
Director since: 2011
Age: 65
Current Public Company Directorships:
•
Exxon Mobil Corporation
Former Directorships:
•
Enbridge Inc.
•
Marathon
•
MPLX GP, TLGP
•
Andeavor
•
DCP Midstream GP, LLC
•
QEP Midstream Partners, LP
•
Western Logistics GP LLC
|
||||
Neil Green
Executive Vice President and Chief Digital Officer at Otis Worldwide Corporation (“Otis”), a leading elevator and escalator manufacturing, installation and service company, since 2020. From 2018 to 2020, Mr. Green served as Otis’ Vice President, Transformation and Chief Digital Officer. Prior to joining Otis, Mr. Green served as Vice President, Data Center Group at Intel Corporation, a semiconductor company, and as President, Intel Federal LLC, a subsidiary of Intel Corporation, from 2015 to 2018, and previously in various other roles of increasing responsibility at Intel Corporation.
Qualifications, Attributes, Skills and Experience:
We believe that Mr. Green’s role as Chief Digital Officer at a global manufacturing company uniquely positions him to provide insights into Avient’s digital strategy and execution, cloud adoption, mobility, data science, and cybersecurity. We further believe that Mr. Green can provide the Board with relevant and topical advice regarding innovative new technology developments to improve product development, service and manufacturing.
|
![]()
Director since: 2021
Age: 52
Current Public Company Directorships
:
•
None
Former Directorships:
•
None
|
William R. Jellison
Retired Vice President, Chief Financial Officer of Stryker Corporation (“Stryker”), one of the world’s leading medical technology companies. Since 2017, Mr. Jellison has served as Senior Advisor for Astor Place Holdings, the Private Equity arm of Select Equities, and consults with other private equity and investment management firms in the Medtech industry. Previously, Mr. Jellison served as Vice President, Chief Financial Officer of Stryker from 2013 to 2016. Prior to joining Stryker, Mr. Jellison served as the Senior Vice President and Chief Financial Officer of Dentsply International (“Dentsply”), the world’s largest manufacturer of professional dental products, from 1998 to 2013, except for a roughly two-year period of time between 2002 and 2005 when he was a Senior Vice President with full P&L responsibilities for some of Dentsply’s operating divisions located in the U.S., Europe and Asia. Mr. Jellison began his career with the Donnelly Corporation, a publicly traded international automotive parts supplier, where he served in several senior leadership roles, advancing to Vice President of Finance.
Qualifications, Attributes, Skills and Experience:
We believe that Mr. Jellison brings a unique perspective to the Board, especially with respect to opportunities to further specialize in the healthcare industry. In addition, Mr. Jellison brings substantial financial experience from a large, publicly-traded company to the Board. His experience abroad also provides him with diverse operating experiences in international markets, which provides the Board with a meaningful global business perspective. Mr. Jellison is able to use his experience in serving as an executive at a respected medtech company to guide our Board in driving further specialization.
|
![]()
Director since: 2015
Age: 64
Current Public Company Directorships:
•
None
Current Non-Public Company Directorships:
•
Young Innovations, Inc.
Former Directorships:
•
None
|
||||
Sandra Beach Lin
Retired President, Chief Executive Officer and Director of Calisolar, Inc. (now Silicor Materials Inc.), a solar silicon company. Ms. Lin served in this capacity from 2010 until her retirement in 2011. Previously, she served as Executive Vice President, then Corporate Executive Vice President, at Celanese Corporation (“Celanese”), a global hybrid chemical company, from 2007 to 2010. Prior to Celanese, Ms. Lin held global senior executive positions at Avery Dennison Corporation, Alcoa Inc. and Honeywell International Inc.
Qualifications, Attributes, Skills and Experience
We believe that Ms. Lin’s extensive senior executive experience, including as a Chief Executive Officer, leading global businesses in multiple industries provides her with valuable skills to serve on our Board. She has a deep understanding of the specialty chemicals industry, a strong operational foundation and wide-ranging international experience. Ms. Lin also currently serves as a director for two other public companies, one privately-held precision engineered drug delivery company, and one privately-held biomedical polymer company, which provides her with additional experience she utilizes while serving as a valued member of our Board.
|
![]()
Director since: 2013
Age: 64
Current
Public Company
Directorships:
•
American Electric Power Company, Inc.
•
Trinseo PLC
Current Non-
Public Company
Directorships:
•
Ripple Therapeutics
•
Interface Biologics, Inc.
Former Directorships:
•
WESCO International, Inc.
|
Kim Ann Mink, Ph.D.
Former Chairman, President and Chief Executive Officer of Innophos Holdings, Inc. (“Innophos”), a leading international producer of performance-critical and nutritional functional ingredients, with applications in food, health and industrial specialties markets. Dr. Mink served in this capacity from 2015 to 2020. Prior to joining Innophos, Dr. Mink served as Business President of Elastomers, Electrical and Telecommunications at the Dow Chemical Company (“Dow”), a specialty chemicals provider, from 2012 to 2015. She joined Dow in 2009 as Global General Manager, Performance Materials and President and Chief Executive Officer of ANGUS Chemical Co. (then a fully-owned subsidiary of Dow Chemical). Prior to joining Dow, she was Corporate Vice President and Global General Manager, Ion Exchange Resins at the Rohm and Haas Company (now a fully-owned subsidiary of Dow), where she spent more than 20 years serving in numerous senior roles with increasing responsibilities.
Qualifications, Attributes, Skills and Experience:
We believe Dr. Mink provides us with valuable counsel related to her chemical and advanced materials background. Further, her experience as a Chief Executive Officer of a public company provides Avient with a diverse perspective when forming strategies to guide the direction of our Company. Avient also benefits from her experience and expertise in technology and varied end markets.
|
![]()
Director since: 2017
Age: 62
Current Public Company Directorships:
•
Eastman Chemical Company
•
Air Liquide
Former Directorships:
•
Innophos
|
||||
Ernest Nicolas
Senior Vice President and Chief Supply Chain Officer at Rockwell Automation, Inc. (“Rockwell Automation”), a global leader in industrial automation and digital transformation, since 2020. From 2019 to 2020, Mr. Nicolas served as Rockwell Automation’s Senior Vice President, Operations and Engineering Services; from 2018 to 2019, he served as Vice President, Global Supply Chain; and from 2015 to 2018, he served as Vice President, Strategic Sourcing and Supply Management. He joined Rockwell Automation in 2006 and has held numerous positions of increasing responsibility since that time. Prior to joining Rockwell Automation, Mr. Nicolas began his career at General Motors Company.
Qualifications, Attributes, Skills and Experience:
We believe that Mr. Nicolas’ experience as Chief Supply Chain Officer at a large industrial company provides valuable insights into issues impacting our integrated supply chain. Mr. Nicolas has a deep understanding of supply chain planning, strategic sourcing, manufacturing operations, logistics, customer care, and enterprise quality, and we believe that this can assist Avient’s supply chain leadership. In addition, we believe that Mr. Nicolas’ experience in managing manufacturing in the Asia Pacific region can assist Avient with our manufacturing plans in that region.
|
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Director since: 2021
Age: 44
Current Public Company Directorships
:
•
None
Former Directorships:
•
None
|
Robert M. Patterson
Chairman, President and Chief Executive Officer of Avient. Mr. Patterson has served as Chairman of Avient since 2016, and as President and Chief Executive Officer of Avient since 2014. Prior to serving in his current roles, he served as Avient’s Executive Vice President and Chief Operating Officer from 2012 until 2014, Executive Vice President and Chief Financial Officer from 2011 until 2012, and Senior Vice President and Chief Financial Officer from 2008 until 2011. Prior to joining Avient, Mr. Patterson served in leadership roles at Novelis, Inc., an aluminum rolled products manufacturer, and SPX Corporation, a multi-industry manufacturer and developer, after starting his career at Arthur Andersen LLP.
Qualifications, Attributes, Skills and Experience:
We believe that as our Chief Executive Officer and in light of his prior executive experience, Mr. Patterson is particularly well qualified to serve on our Board and as our Chairman, as his service enables him to develop comprehensive knowledge of the various segments of our industry and business and of the critical internal and external challenges we face. His responsibility for developing and executing the Company’s annual operating plans and strategic plans provides him with the knowledge and experience needed to offer unique and valuable input to our Board.
|
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Director since: 2014
Age: 49
Current Public Company Directorships:
•
Greif, Inc.
Former Directorships:
•
None
|
||||
Kerry J. Preete
Retired Executive Vice President, Chief Strategy Officer for Monsanto Company (“Monsanto”), a leading global provider of technology-based solutions and agricultural products that improve farm productivity and food quality. Mr. Preete served in this capacity from 2010 until his retirement in 2018. Mr. Preete also previously served as Monsanto’s President, Global Crop Protection Division from 2009 to 2010 and Vice President, International Commercial Business from 2008 to 2009. From 1985 to 2008, Mr. Preete served in various roles of increasing responsibility at Monsanto.
Qualifications, Attributes, Skills and Experience:
Because of his broad experience at a leading, well-known company, we believe Mr. Preete brings an insightful perspective on running a successful, innovative company. Mr. Preete is specifically adept in not only thinking strategically, but also tactically, and these traits will be valuable to Avient as it continues into the future. Further, his global experience and understanding will assist Avient in its plans to operate in different regions and cultures, and we believe his global business acumen is relevant and transferable across industries. Mr. Preete’s operational foundation, strategic expertise, and global experience are assets to Avient’s Board.
|
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Director since: 2013
Age: 61
Current Public Company Directorships:
•
Univar Solutions Inc.
•
Corteva, Inc.
Former Directorships:
•
None
|
Patricia Verduin, Ph.D.
Chief Technology Officer for Colgate-Palmolive Company (“Colgate-Palmolive”), a leading consumer products manufacturer, since 2011. Dr. Verduin was Colgate-Palmolive’s Vice President, Research and Development from 2007 to 2011. Prior to joining Colgate-Palmolive, Dr. Verduin served as Senior Vice President and Chief Science Officer, Grocery Manufacturers Association from 2006 to 2007, as Senior Vice President of Product Quality and Development from 2002 to 2006, and as Senior Vice President of Research and Development, Grocery Products Development from 2000 to 2002 at ConAgra Foods, Inc. (now Conagra Brands, Inc.).
Qualifications, Attributes, Skills and Experience:
We believe that Dr. Verduin’s experience leading large global science, technology and innovation teams in the corporate setting will provide a unique perspective to our Board. Her current role as a Chief Technology Officer and prior roles in science, innovation and product development will provide valuable insight into leading an innovative company and will allow her to provide expert guidance to our management and Board on our technology and innovation strategies.
|
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Director since: 2019
Age: 62
Current Public Company Directorships:
•
None
Former Directorships:
•
Monsanto
|
||||
William A. Wulfsohn
Former Chairman and Chief Executive Officer of Ashland Global Holdings Inc. (“Ashland”), a global leader in providing specialty chemical solutions to customers in a wide range of customer and industrial markets. Mr. Wulfsohn served in this capacity from 2015 to 2019. He was also a Director and Non-Executive Chairman of Valvoline Inc. (“Valvoline”), a leading worldwide producer and distributer of premium-branded automotive, commercial and industrial lubricants and automotive chemicals, from 2016 until 2018. From 2010 until 2014, Mr. Wulfsohn was President and Chief Executive Officer of Carpenter Technology Corporation (“Carpenter”), a manufacturer of stainless steel, titanium and other specialty metals and engineered products, and was a director of Carpenter from 2009 until 2014.
Qualifications, Attributes, Skills and Experience
We believe that Mr. Wulfsohn is a valuable member of our Board. He is a proven leader, with deep and varied experience in technology and successful business operations. His background in managing operations in Europe and Asia/Pacific provides him with international expertise that is of value to Avient. Further, we believe his experience as a Chief Executive Officer of publicly-traded specialty companies has given him unique skills to assist in providing guidance on Avient’s continuing transformation.
|
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Director since: 2011
Age: 60
Current Public Company Directorships:
•
Anzu Special Acquisition Corp I
Former Directorships:
•
Ashland
•
Carpenter
•
Valvoline
|
PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
|
Objective | How Our Executive Compensation Program Achieves this Objective | ||||
Pay-For-Performance | Setting a significant portion of each Named Executive Officer’s total compensation in the form of variable compensation that is earned when pre-established financial performance goals are achieved | ||||
Align Executive Compensation with Shareholders’ Interests | Focusing incentive programs on the critical performance measures that determine Avient’s overall success and reward executives for the attainment of short-term results, balanced with the need for sustainable long-term success | ||||
Attract, Motivate and Retain Management | Competing effectively to attract, motivate and retain a management team that leads in setting and achieving the overall goals and objectives of Avient |
Our Board recommends a vote FOR this Proposal to
approve, on an advisory basis, our Named Executive Officer compensation.
|
PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022
|
Our Board recommends a vote FOR this Proposal to ratify the
Audit Committee’s appointment of EY as our independent registered public accounting firm for the fiscal year ending
December 31, 2022.
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT SERVICES AND RELATED FEE ARRANGEMENTS
|
REPORT OF THE AUDIT COMMITTEE
|
CORPORATE GOVERNANCE
|
DIRECTOR INDEPENDENCE
|
LEAD DIRECTOR
|
BOARD LEADERSHIP STRUCTURE
|
MAJORITY VOTING FOR DIRECTORS
|
BOARD OVERSIGHT OF RISK
|
BOARD OVERSIGHT OF ESG AND SUSTAINABILITY MATTERS
|
CODE OF ETHICS, CODE OF CONDUCT AND CORPORATE GOVERNANCE GUIDELINES
|
RELATED PERSON TRANSACTIONS
|
COMMUNICATION WITH BOARD
|
BOARD AND COMMITTEES
|
Audit Committee—Primary Responsibilities and Requirements | |||||
Meets with appropriate financial and legal personnel and independent auditors to review our corporate accounting, internal controls, financial reporting and compliance with legal and regulatory requirements |
NUMBER OF
MEETINGS IN 2021: 7
|
||||
Exercises oversight of our independent auditors, internal auditors and financial management | |||||
Appoints the independent auditors to serve as auditors in examining our corporate accounts |
COMMITTEE MEMBERS:
R.E. Abernathy
N. Green
W.R. Jellison (C)
S.B. Lin
K.A. Mink
W.A. Wulfsohn
|
||||
All of the Audit Committee members meet the financial literacy and independence requirements as set forth in the NYSE listing standards. Each of Messrs. Abernathy, Jellison, and Wulfsohn and Mses. Lin and Mink meet the requirements of an "audit committee financial expert" as defined by the SEC. |
Compensation Committee—Primary Responsibilities and Requirements | |||||
Reviews and approves the compensation and other benefits provided to our executive officers and other highly-compensated personnel, and has similar responsibilities with respect to non-employee Directors, except that the Compensation Committee’s actions and determinations for non-employee Directors are subject to the approval of the Board |
NUMBER OF
MEETINGS IN 2021: 5
|
||||
Works with Avient senior management in human resources, legal and finance departments to provide oversight for all of our broad-based compensation and benefit programs |
COMMITTEE MEMBERS:
R.E. Abernathy
R.H. Fearon
E. Nicolas
K.J. Preete (C)
W.A. Wulfsohn
|
||||
Provides policy guidance and oversight on selected human resource policies and practices and, together with the full Board, regularly reviews other human capital matters, including employee recruitment, training and development, diversity and inclusion, and employee engagement overall | |||||
Directly engages the resources of one or more independent outside compensation consultants to assess the competitiveness and overall appropriateness of our executive compensation programs | |||||
Assesses the independence of its consultants | |||||
Oversees, in conjunction with the Lead Director and with input from the full Board, the process by which the Board annually evaluates the performance of the CEO | |||||
All members of the Compensation Committee have been determined to be independent as defined by the NYSE listing standards | |||||
May delegate responsibilities (including ministerial duties) from time to time, as necessary, to subcommittees or management, but is limited in its ability to delegate authority with respect to matters impacting executive officers and non-employee Directors |
Governance and Corporate Responsibility Committee—
Primary Responsibilities and Requirements
|
|||||
Identifies individuals qualified to become Board members, consistent with criteria approved by the Board* |
NUMBER OF
MEETINGS IN 2021: 3
|
||||
Selects, or recommends that the Board select, the Director nominees for the next annual meeting of shareholders |
COMMITTEE MEMBERS:
R.H. Fearon (C)
G.J. Goff
N. Green
S.B. Lin
K.J. Preete
P. Verduin
|
||||
Considers and recommends to the Board annual Committee assignments | |||||
Develops, reviews and recommends to the Board corporate governance guidelines applicable to Avient and directorship practices | |||||
Oversees the annual evaluation of the Board | |||||
Assists the Board in fulfilling its oversight responsibilities relating to corporate responsibility, environmental, social and governance matters
•
Provides oversight and guidance with regard to how the Board and management evaluates and integrates corporate responsibility and sustainability into the Company’s business strategy and decision-making
•
Receives regular updates from management on these topics and review reports on corporate responsibility and/or sustainability published by the Company
|
|||||
All members of the Governance and Corporate Responsibility Committee have been determined to be independent as defined by the NYSE listing standards |
Environmental, Health and Safety Committee—Primary Responsibilities and Requirements | |||||
Oversee and monitor the establishment and maintenance by management of comprehensive safety, health, environmental, physical security and product stewardship policies, standards and practices for the Company |
NUMBER OF
MEETINGS IN 2021: 2
|
||||
Review significant risks and exposures regarding significant safety, health, physical security, environmental, and product stewardship concerns with management |
COMMITTEE MEMBERS:
G.J. Goff (C)
W.R. Jellison
K.A. Mink
E. Nicolas
R.M. Patterson
P. Verduin
|
BOARD REFRESHMENT AND DIVERSITY
|
2021 NON-EMPLOYEE DIRECTOR COMPENSATION
|
NON-EMPLOYEE DIRECTOR COMPENSATION HIGHLIGHTS
|
NON-EMPLOYEE DIRECTOR RETAINER AND MEETING FEES
|
Role |
Annual Cash Retainers
January 1 - September 30
|
Annual Cash Retainers
as of October 1
|
||||||
Lead Director
|
$30,000 | $30,000 | ||||||
Chair, Audit Committee
|
$20,000 | $20,000 | ||||||
Chair, Compensation Committee
|
$15,000 | $15,000 | ||||||
Chair, Environmental, Health and Safety Committee
|
$10,000 | $15,000 | ||||||
Chair, Governance and Corporate Responsibility Committee
|
$10,000 | $15,000 |
2021 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
|
Name |
Fees Earned or Paid in Cash
(a)
($)
|
Stock Awards
(b)
($)
|
Total
(c)
($)
|
||||||||
R.E. Abernathy
|
105,000 | 135,039 | 240,039 | ||||||||
R.H. Fearon
|
147,500 | 135,039 | 282,539 | ||||||||
G.J. Goff
|
117,500 | 135,039 | 252,539 | ||||||||
N. Green
(1)
|
44,239 | 56,373 | 100,612 | ||||||||
W.R. Jellison
|
125,000 | 135,039 | 260,039 | ||||||||
S.B. Lin
|
105,000 | 135,039 | 240,039 | ||||||||
K.A. Mink
|
105,000 | 135,039 | 240,039 | ||||||||
E. Nicolas
(1)(2)
|
44,279 | 56,326 | 100,605 | ||||||||
K.J. Preete
|
120,000 | 135,039 | 255,039 | ||||||||
P. Verduin
|
105,000 | 135,039 | 240,039 | ||||||||
W.A. Wulfsohn
|
105,000 | 135,039 | 240,039 |
OPTION AWARDS OUTSTANDING AND FULLY-VESTED DEFERRED SHARES
|
Name |
Number of Deferred Shares
(1)
(#)
|
||||
R.E. Abernathy
|
— | ||||
R.H. Fearon
|
— | ||||
G.J. Goff
|
— | ||||
N. Green
|
541 | ||||
W.R. Jellison
|
39,250 | ||||
S.B. Lin
|
35,042 | ||||
K.A. Mink
|
18,162 | ||||
E. Nicolas
|
1.932 | ||||
K.J. Preete
|
29,568 | ||||
P. Verduin
|
— | ||||
W.A. Wulfsohn
|
41,983 |
OWNERSHIP OF AVIENT SHARES
|
BENEFICIAL OWNERSHIP OF OUR COMMON SHARES
|
Name |
Number of Shares Owned
(1)
|
Right to Acquire Shares | Total Beneficial Ownership |
% of Class
(4)
|
||||||||||||||||
Robert E. Abernathy |
24,468
|
— |
24,468
|
* | ||||||||||||||||
Richard H. Fearon | 131,663 | — | 131,663 | * | ||||||||||||||||
Gregory J. Goff |
38,073
|
— |
38,073
|
* | ||||||||||||||||
Neil Green |
1,082
|
(2)
|
1,082
|
* | ||||||||||||||||
William R. Jellison |
48,972
|
(2)
|
— |
48,972
|
* | |||||||||||||||
Sandra B. Lin |
37,077
|
(2)
|
— |
37,077
|
* | |||||||||||||||
Kim Ann Mink |
18,162
|
(2)
|
— |
18,162
|
* | |||||||||||||||
Ernest Nicolas | 1,932 | 1,932 | * | |||||||||||||||||
Kerry J. Preete |
36,256
|
(2)
|
— |
36,256
|
* | |||||||||||||||
Patricia Verduin | 10,938 | — | 10,938 | * | ||||||||||||||||
William A. Wulfsohn |
41,983
|
(2)
|
— |
41,983
|
* | |||||||||||||||
Robert M. Patterson | 525,064 |
61,068
|
(3)
|
586,132 | * | |||||||||||||||
Jamie A. Beggs | — |
1,751
|
(3)
|
1,751 | * | |||||||||||||||
Michael A. Garratt | 36,254 |
23,086
|
(3)
|
59,340 | * | |||||||||||||||
Lisa K. Kunkle | 75,325 |
21,222
|
(3)
|
96,547 | * | |||||||||||||||
Joel R. Rathbun
|
35,201 |
25,747
|
(3)
|
60,948 | * | |||||||||||||||
22 Directors and executive officers as a group |
1,130,644
|
197,668
|
(3)
|
1,328,312 | 1.45% |
Name and Address |
Number of
Common Shares
|
% of Class
(3)
|
||||||
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
(1)
|
11,531,367 | 12.6% | ||||||
The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
(2)
|
9,218,941 | 10.1% |
STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
EXECUTIVE SUMMARY
|
Name | Title | ||||
Robert M. Patterson | Chairman, President and Chief Executive Officer | ||||
Jamie A. Beggs | Senior Vice President, Chief Financial Officer | ||||
Michael A. Garratt | Senior Vice President, President, Color Additives and Inks, EMEA | ||||
Lisa K. Kunkle | Senior Vice President, General Counsel and Secretary | ||||
Joel. R. Rathbun | Senior Vice President, Mergers and Acquisitions |
Measure | 2021 | 2020 | Change | ||||||||
Revenue | $4,818.8 | $3,242.1 | 48.6% | ||||||||
Working Capital as a Percentage of Sales | 10.9% | 11.1% | -1.8% | ||||||||
Stock Price Per Share
(1)
|
$55.95 | $40.28 | 38.9% | ||||||||
EPS from Continuing Operations | $2.53 | $1.46 | 73.3% | ||||||||
Adjusted EPS from Continuing Operations
(2)
|
$3.05 | $1.73 | 76.3% | ||||||||
Adjusted EPS from Continuing Operations
(Pro Forma)
(2)(3)
|
$3.05 | $1.93 | 58.0% | ||||||||
Operating Income | $381.2 | $189.3 | 101.4% | ||||||||
Adjusted Operating Income
(2)
|
$429.0 | $263.0 | 63.1% |
We align executive compensation with
shareholder interests
We avoid excessive
risk while fostering
sustainable company
growth
|
✓
|
Ensure that the majority of executive pay is based on objective, challenging financial goals and Company performance | ||||||
✓
|
Utilize maximums on potential payments, include retention vehicles in our compensation programs, provide multiple performance targets and maintain robust Board and management processes to identify risk, including a risk assessment of compensation programs that is performed each year | |||||||
✓
|
Maintain stock ownership guidelines for all Named Executive Officers | |||||||
✓
|
Evaluate annual and aggregate dilution from stock awards prior to our annual equity award grants
|
|||||||
We adhere to executive
Compensation best
Practices
|
✓
|
Do not provide for excise tax gross-up for “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (“Code”) in any new management continuity agreements or for financial planning benefits | ||||||
✓
|
Maintain a clawback policy applicable to all executive officers | |||||||
✓
|
Prohibit Named Executive Officers from hedging or pledging our securities
|
|||||||
✓
|
Utilize an independent consultant to help the Compensation Committee understand compensation practices that impact Named Executive Officer compensation
|
|||||||
✓
|
Provide for minimum required vesting periods for our equity awards |
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
|
Factor | Median Peer Group Comparator 2020 Financials | 2021 Avient Results | ||||||
Company Revenue | $4.4 billion | $4.8 billion | ||||||
Total Asset Size | $6.2 billion | $5.0 billion | ||||||
Employee Numbers | 6,400 | 8,700 |
Avient Peer Group for 2021 Compensation Decisions* | ||||||||
Albemarle Corporation | Chemours Company | International Flavors & Fragrances Inc. | ||||||
Ashland Global Holdings Inc. | Eastman Chemical Company | RPM International Inc. | ||||||
Avery Dennison Corporation | FMC Corporation | The Scotts Miracle-Gro Company | ||||||
Cabot Corporation | H.B. Fuller Company | Trinseo S.A. | ||||||
Celanese Corporation | Hexcel Corporation | Univar Solutions Inc. | ||||||
W.R. Grace & Co. |
WHAT WE PAY AND WHY: ELEMENTS OF COMPENSATION
|
Base Salary | Annual Incentive |
Long-Term
Incentive
|
||||||||||||
To attract and retain talent |
Drives the achievement of
key business results on an
annual basis
|
Directly ties the interests of NEOs to our shareholders | ||||||||||||
Fixed base of cash compensation | Performance-based and not guaranteed | Helps retain key talent and a majority is performance-based and not guaranteed | ||||||||||||
Weighting
14%—CEO
31%—CFO
34%—Other NEOs
|
Weighting
18%—CEO
22%—CFO
21%—Other NEOs
|
Weighting
68%—CEO
47%—CFO
45%—Other NEOs
|
2021 Corporate Plan Annual Incentive Program* (Patterson, Beggs, Kunkle and Rathbun) | ||||||||||||||||||||
Measure | Weighting | Threshold | Target | Maximum | Results | Payout % | ||||||||||||||
Adjusted Operating Income | 60% | $303.8 | $341.8 | $359.7 | $429.0 | 200% | ||||||||||||||
Working Capital as a % of Sales | 20% | 12.2% | 11.9% | 11.2% | 10.9% | 200% | ||||||||||||||
Clariant Color Integration Objectives | 20% |
See Clariant Color discussion above
for more information regarding goals
and achievements
|
175% | |||||||||||||||||
Total Attainment | 195% |
2021 CAI Plan Annual Incentive Program* (Garratt) | ||||||||||||||||||||
Measure | Weighting | Threshold | Target | Maximum | Results | Payout % | ||||||||||||||
Adjusted Operating Income (CAI) | 40% | $222.0 | $250.4 | $265.0 | $303.0 | 200% | ||||||||||||||
Adjusted Operating Income (consolidated) | 20% | $303.8 | $341.8 | $359.7 | $429.0 | 200% | ||||||||||||||
Working Capital as a % of Sales (CAI) | 20% | 13.5% | 13.2% | 12.6% | 12.1% | 200% | ||||||||||||||
Clariant Color Integration Objectives | 20% |
See Clariant Color discussion above
for more information regarding goals
and achievements
|
175% | |||||||||||||||||
Total Attainment | 195% |
Performance Period | Weighting | ||||
January 1, 2021 through December 31, 2021 | 25% | ||||
January 1, 2022 through December 31, 2022 | 25% | ||||
January 1, 2023 through December 31, 2023 | 25% | ||||
January 1, 2021 through December 31, 2023 | 25% |
2019 – 2021 Cash-Settled Performance Units—Performance Measure: Adjusted EPS* | ||||||||||||||||||||
Performance Periods | Weighting | Threshold | Target | Maximum | Result | Payout % | ||||||||||||||
January 1, 2019 – December 31, 2019 | 25% | $2.35 | $2.52 | $2.77 | $2.42 | 71% | ||||||||||||||
January 1, 2020 – December 31, 2020 | 25% | $1.58 | $1.94 | $2.50 | $1.90 | 95% | ||||||||||||||
January 1, 2021 – December 31, 2021 | 25% | $1.58 | $2.15 | $3.12 | $3.05 | 193% | ||||||||||||||
January 1, 2019 – December 31, 2021 | 25% | $5.51 | $6.61 | $8.39 | $7.37 | 143% | ||||||||||||||
Total Attainment | 125% |
OTHER ASPECTS OF OUR COMPENSATION PROGRAMS
|
Name
|
Stock Ownership
Target (in shares)
|
Total Share
Ownership as of
3/1/2022
|
||||||
Robert M. Patterson | 125,000 | 665,865 | ||||||
Jamie A. Beggs | 45,000 | 54,433 | ||||||
Michael A. Garratt | 20,000 | 52,542 | ||||||
Lisa K. Kunkle | 20,000 | 93,094 | ||||||
Joel R. Rathbun | 20,000 | 51,334 |
EXECUTIVE COMPENSATION
|
2021 SUMMARY COMPENSATION TABLE
|
Name and Principal Position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock
Awards
($)
(e)
|
Option
Awards
($)
(f)
|
Non-Equity
Incentive
Plan
Compensation
($)
(g)
|
All Other
Compensation
($)
(h)
|
Total
($)
(i)
|
||||||||||||||||||
Robert M. Patterson, Chairman, President and
Chief Executive Officer
|
2021 | 1,117,308 | — | 1,870,448 | 1,870,333 | 4,377,187 | 147,255 | 9,382,531 | ||||||||||||||||||
2020 | 1,084,615 | — | 1,732,974 | 1,401,423 | 2,654,640 | 135,722 | 7,009,374 | |||||||||||||||||||
2019 | 1,050,000 | — | 1,543,883 | 1,543,900 | 1,824,780 | 144,069 | 6,106,632 | |||||||||||||||||||
Jamie A. Beggs, Senior Vice President, Chief Financial Officer
(1)
|
2021 | 538,846 | — | 287,436 | 286,286 | 735,525 | 48,235 | 1,896,328 | ||||||||||||||||||
2020 | 171,635 | — | 1,084,400 | — | 145,254 | 184,036 | 1,585,325 | |||||||||||||||||||
Michael A. Garratt, Senior Vice President, President, Color, Additives and Inks, EMEA | 2021 | 460,385 | — | 213,464 | 212,083 | 734,900 | 364,558 | 1,985,390 | ||||||||||||||||||
2020 | 445,385 | — | 198,324 | 159,594 | 449,572 | 213,724 | 1,466,599 | |||||||||||||||||||
2019 | 435,000 | — | 182,932 | 183,115 | 281,743 | 56,590 | 1,139,380 | |||||||||||||||||||
Lisa K. Kunkle, Senior Vice President, General Counsel and Secretary | 2021 | 460,385 | — | 228,258 | 227,871 | 746,150 | 33450 | 1,696,114 | ||||||||||||||||||
2020 | 442,308 | — | 214,064 | 172,183 | 451,890 | 42,210 | 1,322,655 | |||||||||||||||||||
2019 | 425,000 | 100,000 | 193,971 | 193,679 | 268,095 | 39,187 | 1,219,932 | |||||||||||||||||||
Joel R. Rathbun, Senior Vice President, Mergers and Acquisitions
|
2021 | 457,308 | — | 213,464 | 212,083 | 720,050 | 43,256 | 1,646,161 | ||||||||||||||||||
2020 | 430,769 | — | 193,602 | 155,939 | 431,690 | 33,877 | 1245877 | |||||||||||||||||||
2019 | 410,000 | 100,000 | 173,470 | 172,551 | 245,398 | 36,253 | 1137672 |
Name |
2021 Annual Incentive
Program
($)
|
2019 – 2021
Cash-Settled
Performance Units
($)
|
||||||
Robert M. Patterson | 2,723,437 | 1,653,750 | ||||||
Jamie A. Beggs | 735,525 | — | ||||||
Michael A. Garratt | 538,650 | 196,250 | ||||||
Lisa K. Kunkle | 538,650 | 207,500 | ||||||
Joel. R. Rathbun | 535,050 | 185,000 |
Name |
Company Contributions to Qualified Savings Plan
($)
|
Company Contributions to
Avient Supplemental Retirement Benefit Plan
($)
|
Tax Gross-ups ($) |
Standard Expatriate Benefits
($)
|
Other Benefits
($)
|
||||||||||||
Robert M. Patterson | 13,050 | 108,039 | — | — | 26,166 | ||||||||||||
Jamie A. Beggs | 13,050 | 17,734 | — | — | 17,450 | ||||||||||||
Michael A. Garratt | 13,050 | 22,206 | 7,637 | 317,329 | 4,336 | ||||||||||||
Lisa K. Kunkle | 13,050 | 7,667 | — | — | 12,733 | ||||||||||||
Joel. R. Rathbun | 13,050 | 21,591 | — | — | 8,615 |
2021 GRANTS OF PLAN-BASED AWARDS
|
Name
(a)
|
Grant
Date
(b)
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards |
All Other
Stock Awards:
Number of
Shares of
Stock
or Units
(#)
(h)
|
Exercise or
Base Price of Option Awards ($/Sh)
(i)
|
Grant Date
Fair Value
of Stock
and Option
Awards
($)
(j)
|
|||||||||||||||||||||||
Threshold
($)
(c)
|
Target
($)
(d)
|
Maximum
($)
(e)
|
Threshold
(#)
(f)
|
Target
(#)
(g)
|
|||||||||||||||||||||||||
R.M. Patterson | — |
139,663
(1)
|
1,396,635
(1)
|
2,793,270
(1)
|
— | — | — | — | — | ||||||||||||||||||||
— |
200,500
(2)
|
1,604,000
(2)
|
3,208,000
(2)
|
— | — | — | — | — | |||||||||||||||||||||
2/8/2021 | — | — | — |
59,233
(3)
|
177,700
(3)
|
— | 42.27 | 1,870,333 | |||||||||||||||||||||
2/8/2021 | — | — | — | — | — |
44,250
(4)
|
— | 1,870,448 | |||||||||||||||||||||
J.A. Beggs | — |
37,719
(1)
|
377,192
(1)
|
754,384
(1)
|
— | — | — | — | — | ||||||||||||||||||||
— |
30,750
(2)
|
246,000
(2)
|
492,000
(2)
|
— | — | — | — | — | |||||||||||||||||||||
2/8/2021 | — | — | — |
9,067
(3)
|
27,200
(3)
|
— | 42.27 | 286,286 | |||||||||||||||||||||
2/8/2021 | — | — | — | — | — |
6,800
(4)
|
— | 287,436 | |||||||||||||||||||||
M.A. Garratt | — |
27,623
(1)
|
276,231
(1)
|
552,462(1) | — | — | — | — | — | ||||||||||||||||||||
— |
22,750
(2)
|
182,000
(2)
|
364,000(2) | — | — | — | — | — | |||||||||||||||||||||
2/8/2021 | — | — | — |
6,717
(3)
|
20,150
(3)
|
— | 42.27 | 212,083 | |||||||||||||||||||||
2/8/2021 | — | — | — | — | — |
5,050
(4)
|
— | 213,464 | |||||||||||||||||||||
L.K. Kunkle | — |
27,623
(1)
|
276,231
(1)
|
552,462
(1)
|
— | — | — | — | — | ||||||||||||||||||||
— |
24,500
(2)
|
196,000
(2)
|
392,000
(2)
|
— | — | — | — | — | |||||||||||||||||||||
2/8/2021 | — | — | — |
7,217
(3)
|
21,650
(3)
|
— | 42.27 | 227,871 | |||||||||||||||||||||
2/8/2021 | — | — | — | — | — |
5,400
(4)
|
— | 228,258 | |||||||||||||||||||||
J.R. Rathbun | — |
27,438
(1)
|
274,385
(1)
|
548,770(1) | — | — | — | — | — | ||||||||||||||||||||
— |
22,750
(2)
|
182,000
(2)
|
364,000(2) | — | — | — | — | — | |||||||||||||||||||||
2/8/2021 | — | — | — |
6,717
(3)
|
20,150
(3)
|
— | 42.27 | 212,083 | |||||||||||||||||||||
2/8/2021 | — | — | — | — | — |
5,050
(4)
|
— | 213,464 |
OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END
|
Name
|
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Grant Date |
Number of
Securities
Underlying
Unexercised Options (#)
Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercise-able
(1)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock that have not Vested
(2)
(#)
|
Market Value of Shares or Units of Stock that have not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested
(3)
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)
|
|||||||||||||||||||||
R.M. Patterson | 2/11/2019 | — | — | — | — | 52,509 | 2,937,879 | — | — | ||||||||||||||||||||
2/10/2020 | — | — | — | — | 57,613 | 3,223,447 | — | — | |||||||||||||||||||||
2/08/2021 | — | — | — | — | 45,038 | 2,519,876 | — | — | |||||||||||||||||||||
5/15/2014 | — | — | — | — | — | — | 57,393 | 3,211,138 | |||||||||||||||||||||
2/14/2018 | 31,516 | — | 41.89 | 2/14/2028 | — | — | — | — | |||||||||||||||||||||
2/11/2019 | — | 51,150 | 31.54 | 2/11/2029 | — | — | — | — | |||||||||||||||||||||
2/10/2020 | — | 115,033 | 31.48 | 2/10/2030 | — | — | — | — | |||||||||||||||||||||
2/08/2021 | — | 177,700 | 42.27 | 2/8/2031 | — | — | — | — | |||||||||||||||||||||
J.A. Beggs | 8/24/2020 | — | — | — | — | 41,160 | 2,302,902 | — | — | ||||||||||||||||||||
2/08/2021 | — | — | — | — | 6,923 | 387,342 | — | — | |||||||||||||||||||||
2/08/2021 | — | 27,200 | 42.27 | 2/8/2031 | — | — | — | — | |||||||||||||||||||||
M.A. Garratt | 2/11/2019 | — | — | — | — | 6,227 | 348,401 | — | — | ||||||||||||||||||||
2/10/2020 | — | — | — | — | 6,596 | 369,046 | — | — | |||||||||||||||||||||
2/08/2021 | — | — | — | — | 5,142 | 287,695 | — | — | |||||||||||||||||||||
2/04/2015 | 9,200 | — | 38.27 | 2/4/2025 | — | — | — | — | |||||||||||||||||||||
2/15/2017 | 13,250 | — | 34.10 | 2/15/2027 | — | — | — | — | |||||||||||||||||||||
2/14/2018 | 11,050 | — | 41.89 | 2/14/2028 | — | — | — | — | |||||||||||||||||||||
2/11/2019 | 12,133 | 6,067 | 31.54 | 2/11/2029 | — | — | — | — | |||||||||||||||||||||
2/10/2020 | 6,550 | 13,100 | 31.48 | 2/10/2030 | — | — | — | — | |||||||||||||||||||||
2/08/2021 | — | 20,150 | 42.27 | 2/8/2031 | — | — | — | — | |||||||||||||||||||||
L.K. Kunkle | 2/11/2019 | — | — | — | — | 6,603 | 369,438 | — | — | ||||||||||||||||||||
2/20/2020 | — | — | — | — | 7,121 | 398,420 | — | — | |||||||||||||||||||||
2/08/2021 | — | — | — | — | 5,498 | 307,613 | — | — | |||||||||||||||||||||
2/15/2017 | 12,100 | — | 34.10 | 2/15/2027 | — | — | — | — | |||||||||||||||||||||
2/14/2018 | 11,500 | — | 41.89 | 2/14/2028 | — | — | — | — | |||||||||||||||||||||
2/11/2019 | 12,833 | 6,417 | 31.54 | 2/11/2029 | — | — | — | — | |||||||||||||||||||||
2/10/2020 | 7,067 | 14,133 | 31.48 | 2/10/2030 | — | — | — | — | |||||||||||||||||||||
2/08/2021 | — | 21,650 | 42.27 | 2/8/2031 | — | — | — | — | |||||||||||||||||||||
J.R. Rathbun | 2/11/2019 | — | — | — | — | 5,904 | 330,329 | — | — | ||||||||||||||||||||
2/10/2020 | — | — | — | — | 6,441 | 360,374 | — | — | |||||||||||||||||||||
2/08/2021 | — | — | — | — | 5,142 | 287,695 | — | — | |||||||||||||||||||||
2/11/2014 | 2,400 | — | 35.07 | 2/11/2024 | — | — | — | — | |||||||||||||||||||||
2/04/2015 | 2,500 | — | 38.27 | 2/4/2025 | — | — | — | — | |||||||||||||||||||||
2/10/2016 | 10,400 | — | 24.98 | 2/10/2026 | — | — | — | — | |||||||||||||||||||||
2/15/2017 | 10,100 | — | 34.10 | 2/15/2027 | — | — | — | — | |||||||||||||||||||||
2/14/2018 | 10,400 | — | 41.89 | 2/14/2028 | — | — | — | — | |||||||||||||||||||||
2/11/2019 | 11,433 | 5,717 | 31.54 | 2/11/2029 | — | — | — | — | |||||||||||||||||||||
2/10/2020 | 6,400 | 12,800 | 31.48 | 2/10/2030 | — | — | — | — | |||||||||||||||||||||
2/08/2021 | — | 20,150 | 42.27 | 2/8/2031 | — | — | — | — |
2021 OPTION EXERCISES AND STOCK VESTED
|
Name
(a)
|
Option Awards | Stock Awards | ||||||||||||
Number of Shares
Acquired on
Exercise
(#)
(b)
|
Value Realized
on Exercise
($)
(c)
|
Number of Shares
Acquired on
Vesting
(#)
(d)
|
Value Realized
On Vesting
($)
(e)
|
|||||||||||
R.M. Patterson | 512,951 | 10,036,002 | 23,165 | 1,569,758 | ||||||||||
J.A. Beggs | — | — | — | — | ||||||||||
M.A. Garratt | 20,700 | 499,449 | 2,538 | 185,205 | ||||||||||
L.K. Kunkle | 37,500 | 1,132,656 | 2,410 | 192,272 | ||||||||||
J.R. Rathbun | 9,600 | 335,844 | 2,083 | 173,323 |
2021 NON QUALIFIED DEFERRED COMPENSATION
|
Name |
Aggregate
Balance at
12/31/2020
(1)
($)
|
Executive
Contributions
in Last FY
(2)
($)
|
Registrant
Contributions in Last FY (3)
($)
|
Aggregate
Earnings
in Last FY
(4)
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at
Last FYE
(1)(5)
($)
|
||||||||||||||
R.M. Patterson | 7,059,571 | 630,404 | 108,039 | 1,942,862 | — | 9,740,876 | ||||||||||||||
J.A. Beggs | 115,723 | 569,229 | 17,734 | 61,915 | — | 764,602 | ||||||||||||||
M.A. Garratt | 1,164,575 | 198,669 | 22,206 | 281,294 | — | 1,666,744 | ||||||||||||||
L.K. Kunkle | 904,396 | 20,038 | 7,667 | 158,739 | — | 1,090,841 | ||||||||||||||
J.R. Rathbun | 1,363,042 | 99,707 | 21,591 | 474,763 | — | 1,959,102 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
|
Name | Benefits and Payments |
Voluntary
Termination
($)
|
Retirement
(1)
($)
|
Disability ($) |
Death
($)
|
Involuntary
Termination
With Cause
($)
|
Involuntary
Termination
Without
Cause
($)
|
Termination
Without
Cause or
for
Good
Reason
Following a
Change of
Control
($)
|
||||||||||||||||||
R.M. Patterson
|
Cash Severance Benefit (2)
|
— | — | — | — | — | 4,973,437 | 7,593,750 | ||||||||||||||||||
Annual Incentive for Year
of Termination
|
— | — | 2,723,437 | 2,723,437 | — | — | — | |||||||||||||||||||
Cash-Settled Performance
Units (3) |
— | — | 3,178,413 | 3,178,413 | — | — | 4,742,750 | |||||||||||||||||||
Restricted Stock Units (4)
|
— | — | 5,581,292 | 5,581,292 | — | — | 8,644,443 | |||||||||||||||||||
Performance Shares (5) | — | — | 2,440,371 | 2,440,371 | — | — | 3,197,543 | |||||||||||||||||||
Unexercisable Stock Options/SARs (4)
|
— | — | 4,742,214 | 4,742,214 | — | — | 6,494,389 | |||||||||||||||||||
Health and Welfare Benefits (6) | — | — | — | — | — | 40,250 | 60,375 | |||||||||||||||||||
Financial Planning Services (7) | — | — | — | — | — | — | 13,000 | |||||||||||||||||||
Outplacement Benefits | — | — | — | — | — | 12,000 | — | |||||||||||||||||||
Lump Sum for Defined Contribution Plans | — | — | — | — | — | — | 349,310 | |||||||||||||||||||
Excise Tax Gross-up (8) | — | — | — | — | — | — | 6,577,334 | |||||||||||||||||||
J.A. Beggs
|
Cash Severance Benefit (2)(8) | — | — | — | — | — | 1,825,525 | 1,853,000 | ||||||||||||||||||
Annual Incentive for Year
of Termination
|
— | — | 735,525 | 735,525 | — | — | — | |||||||||||||||||||
Cash-Settled Performance
Units (3)
|
— | — | 81,992 | 81,992 | — | — | 246,000 | |||||||||||||||||||
Restricted Stock Units (4) | — | — | 1,034,460 | 1,034,460 | — | — | 2,678,830 | |||||||||||||||||||
Unexercisable Stock Options/SARs (4) | — | — | 203,106 | 203,106 | — | — | 372,096 | |||||||||||||||||||
Health and Welfare Benefits (6) | — | — | — | — | — | 16,416 | 16,416 | |||||||||||||||||||
Financial Planning Services (7) | — | — | — | — | — | — | 10,000 | |||||||||||||||||||
Outplacement Benefits | — | — | — | — | — | 12,000 | — | |||||||||||||||||||
Lump Sum for Defined Contribution Plans | — | — | — | — | — | — | 85,840 |
Name | Benefits and Payments |
Voluntary
Termination
($)
|
Retirement
(1)
($)
|
Disability ($) |
Death
($)
|
Involuntary
Termination
With Cause
($)
|
Involuntary
Termination
Without
Cause
($)
|
Termination
Without
Cause or
for
Good
Reason
Following a
Change of
Control
($)
|
||||||||||||||||||
M.A. Garratt
|
Cash Severance Benefit (2)(8) | — | — | — | — | — | 1,468,650 | 1,488,000 | ||||||||||||||||||
Annual Incentive for Year
of Termination
|
— | 538,650 | 538,650 | 538,650 | — | — | — | |||||||||||||||||||
Cash-Settled Performance
Units (3)
|
— | 369,583 | 369,583 | 369,583 | — | — | 547,250 | |||||||||||||||||||
Restricted Stock Units (4) | — | 650,251 | 650,251 | 650,251 | — | — | 1,000,834 | |||||||||||||||||||
Unexercisable Stock Options/
SARs (4)
|
— | 545,086 | 545,086 | 545,086 | — | — | 744,304 | |||||||||||||||||||
Health and Welfare Benefits (6) | — | — | — | — | — | 93,982 | 93,982 | |||||||||||||||||||
Financial Planning Services (7) | — | — | — | — | — | — | 10,000 | |||||||||||||||||||
Outplacement Benefits | — | — | — | — | — | 12,000 | — | |||||||||||||||||||
Lump Sum for Defined Contribution Plans | — | — | — | — | — | — | 69,050 | |||||||||||||||||||
L.K. Kunkle
|
Cash Severance Benefit (2)(8) | — | — | — | — | — | 1,468,650 | 2,232,000 | ||||||||||||||||||
Annual Incentive for Year
of Termination
|
— | — | 538,650 | 538,650 | — | — | — | |||||||||||||||||||
Cash-Settled Performance
Units (3)
|
— | — | 394,833 | 394,833 | — | — | 586,500 | |||||||||||||||||||
Restricted Stock Units (4) | — | — | 694,732 | 694,732 | — | — | 1,070,827 | |||||||||||||||||||
Unexercisable Stock Options/SARs (4) | — | — | 584,373 | 584,373 | — | — | 798,670 | |||||||||||||||||||
Health and Welfare Benefits (6) | — | — | — | — | — | 40,250 | 60,375 | |||||||||||||||||||
Financial Planning Services (7) | — | — | — | — | — | — | 10,000 | |||||||||||||||||||
Outplacement Benefits | — | — | — | — | — | 12,000 | — | |||||||||||||||||||
Lump Sum for Defined Contribution Plans | — | — | — | — | — | — | 103,580 | |||||||||||||||||||
Excise Tax Gross-up (8) | — | — | — | — | — | — | — | |||||||||||||||||||
J.R. Rathbun
|
Cash Severance Benefit (2)(8) | — | — | — | — | — | 1,465,050 | 1,342,787 | ||||||||||||||||||
Annual Incentive for Year
of Termination
|
— | — | 535,050 | 535,050 | — | — | — | |||||||||||||||||||
Cash-Settled Performance
Units (3)
|
— | — | 355,667 | 355,667 | — | — | 532,000 | |||||||||||||||||||
Restricted Stock Units (4) | — | — | 627,535 | 627,535 | — | — | 974,201 | |||||||||||||||||||
Unexercisable Stock Options/SARs (4) | — | — | 531,061 | 531,061 | — | — | 728,420 | |||||||||||||||||||
Health and Welfare Benefits (6) | — | — | — | — | — | 40,250 | 40,250 | |||||||||||||||||||
Financial Planning Services (7) | — | — | — | — | — | — | 10,000 | |||||||||||||||||||
Outplacement Benefits | — | — | — | — | — | 12,000 | — | |||||||||||||||||||
Lump Sum for Defined Contribution Plans | — | — | — | — | — | — | 66,080 |
CEO PAY RATIO DISCLOSURE
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
RISK ASSESSMENT OF THE COMPENSATION PROGRAMS
|
Compensation Philosophy | Payout Curves | Clawback Policy | ||||||
Compensation Plan Design |
Weightings of Incentive Plan
Measures
|
Anti-Hedging/Anti-Pledging
Policies
|
||||||
Balanced Pay Mix | Compensation Plan Governance and Oversight | Stock Ownership Requirements | ||||||
Timing on Incentive Payouts | Selection of Performance Measures | Pay-for-Performance Validation |
COMPENSATION COMMITTEE REPORT
|
MISCELLANEOUS PROVISIONS
|
VOTING AT THE MEETING
|
REVOKING A PROXY
|
SHAREHOLDER PROPOSALS
|
PROXY SOLICITATION
|
APPENDIX A
|
|
Year Ended
December 31, |
||||||||||
|
2021
|
2020
|
|||||||||
Net income from continuing operations attributable to Avient common shareholders
|
$ 230.8
|
$ 132.0
|
|||||||||
Special items, before tax
(1)
|
57.1
|
66.2
|
|||||||||
Special items, tax adjustments
(1)
|
(7.1)
|
(41.4)
|
|||||||||
Adjusted net income from continuing operations attributable to Avient common shareholders
|
$ 280.8
|
$ 156.8
|
|||||||||
Diluted shares
|
92.1
|
90.6
|
|||||||||
Adjusted EPS attributable to Avient common shareholders
|
$ 3.05
|
$ 1.73
|
|
Year Ended
December 31, |
||||||||||
Reconciliation to Consolidated Statements of Income
|
2021
|
2020
|
|||||||||
Operating income—GAAP
|
$ 381.2
|
$ 189.3
|
|||||||||
Special items in operating income
(1)
|
47.8
|
73.7
|
|||||||||
Operating income adjusted
|
$ 429.0
|
$ 263.0
|
|
Year Ended
December 31, |
||||||||||
Reconciliation of Pro Forma Adjusted Earnings per Share:
|
2021
|
2020
|
|||||||||
Net income from continuing operations attributable to Avient shareholders
|
$ 230.8
|
$ 132.0
|
|||||||||
Special items, after tax
|
50.0
|
24.8
|
|||||||||
Adjusted net income from continuing operations excluding special items
|
280.8
|
156.8
|
|||||||||
Clariant Color pro forma adjustments to net income from continuing operations
(2)
|
-
|
20.7
|
|||||||||
Pro forma adjusted net income from continuing operations attributable to Avient shareholders
|
$ 280.8
|
$ 177.5
|
|||||||||
Weighted average diluted shares
|
92.1
|
90.6
|
|||||||||
Pro forma impact to diluted shares from January 2020 equity offering
|
-
|
1.5
|
|||||||||
Pro forma weighted average diluted shares
|
92.1
|
92.1
|
|||||||||
Pro forma adjusted EPS - excluding special items pro forma for Clariant Color acquisition
|
$ 3.05
|
$ 1.93
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
Customers
Customer name | Ticker |
---|---|
The Estée Lauder Companies Inc. | EL |
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
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