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__ Preliminary Proxy Statement | |||||
__ Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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|||||
X Definitive Proxy Statement | |||||
__ Definitive Additional Materials | |||||
__ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
/s/ Gary R. Martz
|
||||||||
Gary R. Martz
|
||||||||
Corporate Secretary
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||||||||
January 12, 2021
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Page
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|||||
Notice of Annual Meeting of Stockholders
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2 | ||||
Information About the Annual Meeting
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4 | ||||
Proposal 1: Election of Directors
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5 | ||||
Corporate Governance
|
9 | ||||
Skills and Attributes of our Board | 9 | ||||
Board Responsibilities | 10 | ||||
Committees of the Board
|
10 | ||||
Board Leadership Structure
|
11 | ||||
Director Independence
|
12 | ||||
Board’s Role in Risk Management Oversight
|
12 | ||||
Sustainability and Corporate Governance Highlights | 12 | ||||
Availability of Corporate Governance Documents
|
13 | ||||
Director Compensation for Fiscal 2020
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14 | ||||
Executive Officers of the Company
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16 | ||||
Stock Holdings of Certain Owners and Management
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18 | ||||
Compensation Discussion and Analysis
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20 | ||||
Summary of Executive Compensation Governance Practices
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20 | ||||
Compensation Committee
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20 | ||||
Compensation Philosophy and Objectives
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21 | ||||
Elements of Our Compensation Program
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22 | ||||
Base Salary
|
22 | ||||
Short-Term Incentive Plan
|
23 | ||||
Long-Term Incentive Plan
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24 | ||||
Retirement and Deferred Compensation Plans
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27 | ||||
"Say-on-Pay" Advisory Votes
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28 | ||||
Recoupment Policy
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28 | ||||
2020 Performance Reviews of CEO and Other NEOs
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29 | ||||
Compensation Committee Matters
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30 | ||||
Compensation Committee Report
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30 | ||||
Executive Compensation Tables
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31 | ||||
Pay Ratio
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37 | ||||
Audit Committee Matters
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38 | ||||
Report of the Audit Committee
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38 | ||||
Audit Committee Pre-Approval Policy
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39 | ||||
Fees of the Independent Registered Public Accounting Firm
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39 | ||||
Other Matters
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40 | ||||
Stockholder Nominations and Proposals
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40 | ||||
Certain Relationships and Related Party Transactions
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41 | ||||
VOTE IN ADVANCE OF THE MEETING | VOTE DURING THE MEETING | |||||||||||||
Via the Internet | By Phone | By Mail | In Person | |||||||||||
Visit www.proxyvote.com to submit a proxy via computer or your mobile device |
Call 1-800-690-6903
24/7 within the United States
|
Mark, sign and date your proxy card and mail promptly in the enclosed postage-paid envelope. | Attend the Virtual Meeting at www.virtualshareholdermeeting.com/GEF2021 and vote by ballot. | |||||||||||
Director Nominees
|
MICHAEL J. GASSER | |||||
![]() |
Age: 69
Director since 1991, Independent Director since November 2015
Chairman of the Board
Stock Repurchase (Chair) and Nominating Committee member
Mr. Gasser has served as Chairman of the Board of Directors since 1994, including the period from November 2011 until November 2012 in which he served as Executive Chairman. Mr. Gasser served as Chief Executive Officer of the Company from 1994 until October 2011 and as Chief Financial Officer prior to that time.
Mr. Gasser was nominated to serve as a director based on his experience and broad leadership ability as a former Chief Executive Officer and Chief Finance Officer of the Company and his significant role in the successful growth of the Company during his 30 years of service. In making its nomination of Mr. Gasser, the Nominating Committee considered his valuable and extensive knowledge and experience in the areas of auditing, finance, manufacturing, risk management, strategic planning, corporate governance, and mergers and acquisitions and his experience serving on private and publicly traded company boards and the board of trustees of a large and complex academic and research university.
Other Board Service:
•
Current - Battelle Memorial Institute (human resources, compensation and governance)
•
Past - Bob Evans Farms, Inc. (formerly on Nasdaq) (lead independent director; finance; compensation)
•
Past - The James Cancer Hospital
•
Past - The Ohio State University (chairman of the board; audit; finance)
|
PETER G. WATSON | |||||
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Age: 64
President and Chief Executive Officer
Management Director since December 2015
Mr. Watson has served as President and Chief Executive Officer of the Company since November 2015. From January 2014 until October 2015, he served as Chief Operating Officer. From September 2012 until December 2013, Mr. Watson served as Vice President and Group President, Paper Packaging & Services, Global Sourcing and Supply Chain and Greif Business System. From May 2013 until May 2015, Mr. Watson also served as President of Soterra LLC, which operates our Land Management business segment. From January 2010 to September 2012, he served as Vice President and Division President, Paper Packaging & Services. Prior to January 2010, Mr. Watson served in a variety of roles in our Paper Packaging & Services segment including President of CorrChoice (a division of the Company).
Mr. Watson was nominated to serve as a director based on his experience and strong leadership as our Chief Executive Officer and previously as our Chief Operating Officer and his deep connection within the organization and his proven track record of growth. In making its nomination of Mr. Watson, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of manufacturing, business operations, strategic planning, customer service and supply chain.
Other Board Service:
•
Current - Ohio Health Corporation (faith and culture; compensation)
•
Current - Central Ohio American Heart Association
|
VICKI L. AVRIL-GROVES | |||||
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Age: 66
Independent Director since 2004
Compensation Committee member
Special Subcommittee on Incentive Compensation (Chair) member
From June 2008 until her retirement in September 2013, Ms. Avril-Groves served as Chief Executive Officer and President of IPSCO Tubulars, Inc., a manufacturer of steel and tubular products. She had been an executive officer of IPSCO Inc. since 2004, including serving as its Chief Financial Officer.
Ms. Avril-Groves was nominated to serve as a director based on her background, experience and judgment as a chief executive and chief financial officer of a major manufacturing company and her hands on management and operations experience in various industries and markets relevant to our products and services. In making its nomination of Ms. Avril-Groves, the Nominating Committee considered her valuable experience and knowledge in the areas of auditing, finance, merger and acquisitions, supply chain, and manufacturing, and her broad leadership ability and experience on several public company boards provides her with valuable regulatory experience and a deep understanding of corporate governance.
Other Board Service:
•
Current - Commercial Metals Company (NYSE) (compensation (chair); nominating and governance)
•
Current - Finning International, Inc. (TSX) (audit; safety, environmental and social responsibility)
•
Past - Global Brass and Copper Holdings, Inc. (NYSE) (audit; compensation; governance and nominating)
|
BRUCE A. EDWARDS | |||||
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Age: 65
Independent Director since 2006
Audit (Chair) Committee member
Audit Committee Financial Expert
From March 2008 until his retire
ment in September 2015, Mr. E
dwards served on the Executive Management Board of Deutsche Post DHL, a global provider of mail and logistic services, with responsibility for running the supply chain operating unit of Deutsche Post DHL. From March 2007 until February 2008, Mr. Edwards was Global Chief Executive Officer for DHL Supply Chain, a supply chain services division of a subsidiary of Deutsche Post DHL. Prior to that time, and for more than five years, he was Chief Executive Officer of Exel Americas, a supply chain services subsidiary of Deutsche Post DHL.
Mr. Edwards was nominated to serve as a director based on his background, experience and judgment as an executive officer of a global supply chain services company. In making its nomination of Mr. Edwards, the Nominating Committee considered his valuable knowledge and significant experience in the areas of auditing, finance, risk management, strategy, supply chain, corporate governance and mergers and acquisitions and his global board experience on publicly traded companies on the London exchange, which is especially valuable with respect to our international operations and regulatory affairs.
Other Board Service:
•
Current - Gustavus Adophus College (audit)
•
Current - ODW Logistics
•
Past - Management Board of Deutsche Post/DHL
•
Past - Ashtead Group PLC (London exchange) (audit; nomination)
•
Past - Synergy Health PLC (London exchange) (audit; remuneration; nomination)
|
MARK A. EMKES | |||||
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Age: 68
Independent Director since 2008
Audit and Compensation Committee member
Special Subcommittee on Incentive Compensation member
From January 2011 until his retirement in May 2013, Mr. Emkes served as Commissioner of Finance and Administration for the State of Tennessee. Previously, Mr. Emkes was Chairman and Chief Executive Officer of Bridgestone Americas, Inc. and Bridgestone Americas Holdings, Inc., a tire and rubber manufacturing company for more than five years prior to his retirement from that position in February 2010. He was also President of these companies from January 2009 until his retirement.
Mr. Emkes was nominated to serve as a director based on his background, experience and judgment as the chairman and chief executive officer of a major international manufacturing company and as a senior state government official. In making its nomination of Mr. Emkes, the Nominating Committee considered his valuable and extensive knowledge and experience in the areas of auditing, finance, operations, strategy, global markets, mergers and acquisitions, and information technology, and his broad leadership ability and experience in state government and on several public company boards provides him with valuable regulatory experience and a deep understanding of corporate governance.
Other Board Service:
•
Current - CoreCivic Corporation (NYSE) (non-executive chairman of the board; compensation; nominating and governance)
•
Past - First Horizon National Corporation (NYSE) (audit (chair); compensation; information technology)
•
Past - Clarcor, Inc. (formerly on the NYSE) (compensation; director affairs/corporate governance)
|
JOHN F. FINN | |||||
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Age: 73
Independent Director since 2007
Audit and Nominating Committee member
For more than five years, Mr. Finn has been Chairman and Chief Executive Officer of Gardner, Inc., a supply chain management company servicing industrial and consumer customers.
Mr. Finn was nominated to serve as a director based on his background, experience, and judgment as chief executive officer of a major distribution company. In making its nomination of Mr. Finn, the Nominating Committee considered his valuable experience in the areas of auditing, finance, strategy, risk management, financial investments, supply chain, mergers and acquisitions, and healthcare, and his experience as a former director of a Fortune 20 publicly traded company provides him with valuable regulatory insight and a deep understanding of corporate governance.
Other Board Service:
•
Current - J.P. Morgan Asset Management (registered investment company)(chairman of the board; governance; equity)
•
Current - Columbus Association for the Performing Arts
•
Past - Cardinal Health, Inc. (NYSE) (audit (chair); nominating (chair))
|
DANIEL J. GUNSETT | |||||
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Age: 72
Independent Director since 1996
Compensation (Chair), Nominating and Stock Repurchase Committee member
For more than five years and until his retirement in December 2020, Mr. Gunsett was a partner with the law firm of Baker & Hostetler LLP and held the position of managing partner of the firm’s Columbus, Ohio office for six years.
Mr. Gunsett was nominated to serve as a director based on his
background, experience and judgment as the managing partner of an office of a major national law firm. In making its nomination of Mr. Gunsett, the Nominating Committee considered his valuable and extensive experience and perspective in the areas of legal and regulatory matters, litigation, energy, environmental, corporate governance, compensation, fiduciary duties, succession planning and strategic planning and his broad leadership ability serving as outside general counsel to numerous companies over his legal career.
Other Board Service:
•
Past - Recreation Unlimited Foundation
|
JUDITH D. HOOK | |||||
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Age: 67
Independent Director since 2003
Nominating (Chair), Compensation and Stock Repurchase Committee member
Special Subcommittee on Incentive Compensation member
Ms. Hook has been an investor for more than five years. Ms. Hook has also served as Vice President of the All Life Foundation, a charitable organization for more than five years. Ms. Hook is the aunt of John W. McNamara.
Ms. Hook was nominated to serve as a director based on her experience and judgment as an executive of a charitable organization. In making its nomination of Ms. Hook, the Nominating Committee considered her valuable experience in the areas of strategy, corporate governance, risk management, and philanthropy, and her unique knowledge and understanding of our business based on her life-long affiliation with the Company.
Other Board Service:
•
Current - All Life Foundation
|
JOHN W. MCNAMARA | |||||
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Age: 56
Independent Director since 2009
Audit Committee member
Prior to September 2017 and for more than five years, Mr. McNamara served as President and Owner of Corporate Visions Limited, LLC, a provider of aviation management educational and training programs. Mr. McNamara is the nephew of Judith D. Hook.
Mr. McNamara was nominated to serve as a director based on his background, experience and judgment as owner and president of an aviation services company. In making its nomination of Mr. McNamara, the Nominating Committee considered his valuable experience in the areas of auditing, finance, strategic planning, risk management, regulatory affairs and customer service.
|
ROBERT M. PATTERSON | |||||
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Age: 48
Independent Director since 2020
Audit Committee member
Since May 2014, Mr. Patterson has served as President and Chief Executive Officer of Avient Corporation (formerly PolyOne Corporation), a provider of specialty polymer materials, and since May 2016 has also served as its Chairman of the Board. Mr. Patterson has served in various leadership roles with that company, including Chief Financial Officer since May 2008. Prior to that time, Mr. Patterson served in leadership roles at Novelis, Inc., a manufacturer of aluminum-rolled products, and SPX Corporation, a multi-industry manufacturer and developer.
Mr. Patterson was nominated to serve as a director based on his leadership, experience and judgment as a current chief executive officer and chairman of a publicly traded manufacturing company and his hands on management and operations experience in various industries and markets relevant to our products and services. In making its nomination of Mr. Patterson, the Nominating Committee considered his valuable and extensive experience and knowledge in the areas of auditing, finance, global markets, operations, strategic planning, risk management, and mergers and acquisitions, and his experience as chairman of the board of a publicly traded company provides experience with corporate governance.
Other Board Service:
•
Current - Avient Corporation (NYSE) (chairman of the board; environmental, health and safety)
|
Board Recommendation
|
Skills and Attributes of our Board |
![]()
Leadership
|
Directors with senior leadership experience in complex public, private and government organizations, whether as an officer or board member, are better able to oversee the management of the Company. This experience also brings perspective in analyzing, shaping and overseeing the execution of important operational issues and developing strategy and methods to drive change and growth. Directors with leadership experience generally possess strong abilities to motivate and manage others and to recognize and develop leadership skills in others. | |||||||||||||
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Governance/Board Service
|
Directors with corporate governance experience gained from service on company boards provide valuable insight into the dynamics and operations of the Board and the impact that governance and compensation decisions have on the Company and stockholders. This supports the Company's goals of strong corporate governance practices through Board and management accountability, transparency, legal and regulatory compliance and protection of stockholder interests. | |||||||||||||
![]()
International
|
Directors with international or global markets experience bring valuable knowledge and perspective of global industry dynamics to the Company, including exposure to different cultural perspectives and practices and different political and regulatory environments. This provides critical insight into the scope of opportunities and risk related to our international operations. | |||||||||||||
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Manufacturing/Supply Chain
|
Directors with experience and responsibility for managing or overseeing the manufacturing operations and supply chain logistics of a company gain extensive experience with maximizing operational performance and efficiencies while managing expenses and can provide insight and guidance in connection with strategy to deliver cost savings and fuel growth through sustainable means. | |||||||||||||
![]()
Accounting/Finance
|
Directors with an understanding of accounting, financial reporting, capital allocation processes and financial markets are essential to ensuring effective oversight of the Company's financial resources and processes and providing valuable advice and insights with respect to establishing a successful capital strategy critical to our ongoing success. | |||||||||||||
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Strategy/ M&A
|
Directors with strategic planning and merger and acquisition experience are able to provide insight as we identify the best strategic manner in which to expand our business and drive growth either through innovative strategic initiatives or acquisitions and other business ventures. Such individuals can provide valuable guidance on how to develop a strategic plan and oversee the execution of key strategic initiatives and evaluating our progress of those initiatives. | |||||||||||||
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Risk Management
|
Directors with risk management and compliance oversight experience can provide valuable insight and guide the Board and management in executing its responsibilities to identify, evaluate and understand the various risks and the magnitude of those risks facing the Company and ensure there are appropriate policies and procedures in place to effectively mitigate and manage those risks. | |||||||||||||
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Government/Legal
|
Directors with government and legal experience have valuable insight into the key issues the Company faces with navigating and complying with legal reporting requirements and governmental and regulatory affairs in a complex global economy. |
Board Responsibilities |
Committees of the Board
|
AUDIT COMMITTEE | 5 meetings in fiscal 2020 | ||||
Members:
Bruce A. Edwards
(Chair/Financial Expert)
Mark A. Emkes
John F. Finn
John W. McNamara
Robert M. Patterson
|
Primary Responsibilities:
•
Oversees the integrity of our financial reporting and accounting process
•
Reviews audits of our consolidated financial statements and effectiveness of the internal accounting controls and internal auditing methods
•
Oversees our enterprise risk management program and cyber risk exposures
•
Oversees our compliance with legal and regulatory requirements
•
Monitors and evaluates our internal audit function and reviews the internal audit plan
•
Appoints and oversees our independent auditors and reviews their qualifications, independence and performance
•
Meets separately and on a regular basis with Company’s independent auditors and internal audit function to consult and review the scope of their audits
•
Reviews and approves related party transactions
|
COMPENSATION COMMITTEE
7 meetings in fiscal 2020
|
|||||
Members:
Daniel J. Gunsett (Chair)
Vicki L. Avril-Groves
Mark A. Emkes
Judith D. Hook
|
Primary Responsibilities:
•
Oversees the execution of our compensation philosophy and objectives
•
Reviews and approves annually corporate goals and objectives relating to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance and reviews and approves annually the total compensation of the Chief Executive Officer
•
Reviews and approves annually the total compensation of other executive officers of the Company
•
Oversees succession planning process for the Chief Executive Officer and other senior executive officers
•
Reviews at least annually our incentive compensation and equity-based compensation plans, including their design and implementation
•
Appoints and oversees an independent compensation consultant and reviews its independence and performance
•
Evaluates and approves non-management director compensation
•
Reviews and confirms our incentive compensation plans do not encourage unnecessary and excessive risk
•
Reviews and discusses with management the Compensation Discussion and Analysis and recommends to the Board its inclusion in the proxy statement
|
||||
SPECIAL SUBCOMMITTEE ON INCENTIVE COMPENSATION | |||||
Members:
Vicki L. Avril-Groves (Chair)
Mark A. Emkes
Judith D. Hook
|
Primary Responsibilities:
•
Administers our short-term and long-term incentive plans, which each have received stockholder approval
•
Approves participants for incentive plans from among our executive officers and key employees
•
Establishes the performance goals and target award amount to be earned by participants based upon the level of achievement of such performance goals
•
Certifies the extent to which the performance goals have been achieved and determines the amount of the awards that are payable to participants
|
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
4
meetings in fiscal 2020
|
|||||
Members:
Judith D. Hook (Chair)
John F. Finn
Michael J. Gasser
Daniel J. Gunsett
|
Primary Responsibilities:
•
Evaluates and recommends to the Board qualified director nominees for election using the criteria set forth in the Committee’s charter
•
Evaluates and recommends changes to the size, composition and structure of the Board and its committees
•
Reviews and recommends Board and committee leadership structure and committee membership
•
Administers and oversees the annual Board and Committee evaluation process
•
Oversees Board succession planning
•
Reviews and recommends to the Board changes to our corporate governance guidelines
|
STOCK REPURCHASE COMMITTEE
0 meetings in fiscal 2020
|
|||||
Members:
Michael J. Gasser (Chair)
Daniel J. Gunsett
Judith D. Hook
|
Primary Responsibilities:
•
Responsible for administering our stock repurchase program
|
Board Leadership Structure
|
Director Independence
|
Board’s Role in Risk Management Oversight
|
Board of Directors
|
Audit Committee
|
Compensation Committee
|
Nominating Committee
|
|||||||||||||||||
Oversees our risk management processes to support the achievement of our long-term strategic objectives
Delegates certain risk management oversight responsibilities to its committees and receives regular reports from each committee
|
Oversees risks related to financial statements, financial reporting and disclosure process, accounting and legal matters
Oversees the internal audit function
Oversees the enterprise risk management program and cyber risk exposures
Oversees risk related to the integrity of our internal controls process
Reviews related party transactions
|
Oversees the risks related to the design and structure of our compensation and benefits program
Reviews incentive compensation arrangements to confirm incentive pay does not encourage unnecessary and excessive risk taking
|
Oversees risks associated with corporate governance policies and procedures and Board performance
Oversees risks associated with Board composition and committee structure
|
|
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Environmental | Social | Governance | ||||||||||||
Highlights | ||||||||||||||
•
4.5 million containers reconditioned and recycled in 2019
•
Approximately 3.6 million tons of recycled fiber collected, brokered and/or processed in 2020
•
11% emissions intensity reduction since 2014
•
35+ facilities achieved zero waste to landfill in 2020
•
1.18 medical case rate in 2020, down 66 percent since 2007
•
Piloted an internal human rights assessment in 48 facilities within 23 countries in 2020
•
Rated in the 89
th
percentile among all manufacturing companies in 2020 (Gallup Q12 Engagement Survey)
•
20% female representation on the Board of Directors
|
||||||||||||||
Awards | ||||||||||||||
•
Awarded a Gold recognition from EcoVadis for the third consecutive year in 2020
•
ESG rating of “A” by MSCI ESG Research LLC in 2020
•
Recognized by Newsweek as one of America’s Most Responsible Companies in 2020
•
Received “A-“ 2020 CDP (formerly Carbon Disclosure Project) Score, outperforming North America average score of “D”
|
Availability of Corporate Governance Documents
|
Corporate Governance Guidelines
Code of Conduct for directors, officers and employees (available in several different languages)
Code of Ethics for Senior Financial Officers
Independence Standards for Directors
|
Stock Ownership Guidelines applicable to directors, officers and other key employees
Audit Committee Charter
Nominating Committee Charter
Compensation Committee Charter
|
Name
(1)
|
Fees
($)
|
Stock Awards
($) (2)
|
All Other Compensation ($)
|
Total
($)
|
||||||||||
Michael J. Gasser | 229,013 | 134,987 | — | 364,000 | ||||||||||
Vicki L. Avril-Groves | 97,013 | 134,987 | — | 232,000 | ||||||||||
Bruce A. Edwards | 102,013 | 134,987 | — | 237,000 | ||||||||||
Mark A. Emkes | 90,013 | 134,987 | — | 225,000 | ||||||||||
John F. Finn | 92,013 | 134,987 | — | 227,000 | ||||||||||
Daniel J. Gunsett
(3)
|
110,013 | 134,987 | 3,000 | 248,000 | ||||||||||
Judith Hook | 102,013 | 134,987 | — | 237,000 | ||||||||||
John W. McNamara | 87,013 | 134,987 | — | 222,000 | ||||||||||
Robert M. Patterson
(4)
|
43,500 | — | — | 43,500 |
Director Compensation Arrangements
|
Committee Meeting Compensation | Chair Annual Retainer Fee | Meeting Attendance Fee | ||||||||||||
Audit | $15,000 | $1,500 | ||||||||||||
Compensation | $15,000 | $1,500 | ||||||||||||
Nominating and Corporate Governance | $10,000 | $1,250 | ||||||||||||
Stock Repurchase | $10,000 | $1,250 |
Stock Ownership Guidelines for Directors
|
Director Participation in Directors Deferred Compensation Plan
|
Name |
Age
(1)
|
Positions and Offices | Year first became executive officer | ||||||||
Peter G. Watson | 64 | President and Chief Executive Officer | 2011 | ||||||||
Lawrence A. Hilsheimer | 63 | Executive Vice President, Chief Financial Officer | 2014 | ||||||||
Gary R. Martz | 62 | Executive Vice President, General Counsel and Secretary | 2002 | ||||||||
Timothy L. Bergwall | 56 | Senior Vice President and Group President, Paper Packaging & Services and Soterra LLC | 2014 | ||||||||
Michael Cronin | 63 | Senior Vice President, Enterprise Strategy and Global Sourcing, and Supply Chain | 2015 | ||||||||
Ole G. Rosgaard | 56 | Senior Vice President, Group President, Global Industrial Packaging | 2015 | ||||||||
Bala V. Sathyanarayanan | 50 | Senior Vice President and Chief Human Resources Officer | 2018 | ||||||||
Hari K. Kumar | 58 | Vice President and Division President, Flexible Products & Services and Global Industrial Packaging (APAC) | 2016 | ||||||||
Douglas W. Lingrel | 57 | Vice President and Chief Administrative Officer | 2010 | ||||||||
David C. Lloyd | 51 | Vice President, Controller and Treasurer | 2014 |
Name
|
Title of Class |
Shares Beneficially Owned
(1)
|
Percent of Class
(2)
|
|||||||||||
Patricia M. Dempsey
12781 NE 72
nd
Boulevard,
Lady Lake, FL 32162
|
Class B
|
3,050,502
|
(3)(4)
|
13.86%
|
||||||||||
Shannon J. Diener
200 Civic Center Drive, Suite 1200
Columbus, OH 43215
|
Class B | 3,208,886 | (3)(5) | 14.58% | ||||||||||
Mary T. McAlpin
200 Civic Center Drive, Suite 1200
Columbus, OH 43215
|
Class B
|
3,270,676 |
(3)(6)
|
14.86%
|
||||||||||
Virginia D. Ragan
200 Civic Center Drive, Suite 1200
Columbus, OH 43215
|
Class B | 3,578,310 | (3)(7) | 16.26% | ||||||||||
Article 4(c) Trust
c/o Shannon Diener
200 Civic Center Drive, Suite 1200
Columbus, OH 43215
|
Class B
|
2,127,026
|
(3)(8)
|
9.66%
|
||||||||||
Vicki L. Avril-Groves | Class A | 37,323 | (9) | * | ||||||||||
Michael Cronin | Class A | 29,814 | (10) | * | ||||||||||
Bruce A. Edwards |
Class A
Class B |
44,323
2,000 |
(9) | * | ||||||||||
Mark A. Emkes | Class A | 35,003 | (9) | * | ||||||||||
John F. Finn | Class A | 32,813 | (9) | * | ||||||||||
Michael J. Gasser |
Class A
Class B |
179,921
23,796 |
(9) |
*
* |
||||||||||
Daniel J. Gunsett |
Class A
Class B |
31,784
4,000 |
(9) |
*
* |
||||||||||
Lawrence A. Hilsheimer |
Class A
Class B |
94,894
63,949 |
(10) |
*
* |
||||||||||
Judith D. Hook
200 Civic Center Drive, Suite 1200
Columbus, OH 43215
|
Class A
Class B |
44,172
2,482,187 |
(9)(11)
(12)
|
11.27% | ||||||||||
Gary R. Martz |
Class A
Class B |
82,450
1,100 |
(10) | * | ||||||||||
John W. McNamara |
Class A
Class B |
27,784
440,603 |
(9)
(13)
|
*
2.00% |
||||||||||
Robert M. Patterson | Class A | 15,600 | * | |||||||||||
Ole G. Rosgaard | Class A | 32,245 | (10) | * | ||||||||||
Peter G. Watson |
Class A
Class B |
191,702
4,400 |
(10)
|
*
* |
||||||||||
All directors and executive officers as a group (19 persons) |
Class A
Class B |
963,866
3,023,235 |
(9)(10) |
3.62%
13.73% |
Delinquent Section 16(a) Reports
|
Overview and Introduction
|
Name | Title | ||||
Peter G. Watson | President and Chief Executive Officer | ||||
Lawrence A. Hilsheimer | Executive Vice President, Chief Financial Officer | ||||
Gary R. Martz | Executive Vice President, General Counsel and Secretary | ||||
Michael Cronin | Senior Vice President, Enterprise Strategy and Global Sourcing and Supply Chain | ||||
Ole G. Rosgaard | Senior Vice President, Group President, Global Industrial Packaging |
Summary of Executive Compensation Governance Practices
|
We Do | We Don’t Do | ||||
ü
Significant portion of executive total compensation “at risk”
|
û
Hedging or short sales by executive officers or directors
|
||||
ü
Objective and different metrics for annual and long-term incentives
|
û
Repricing of options without stockholder approval
|
||||
ü
Caps on annual and long-term incentive pay
|
û
Significant perquisites
|
||||
ü
Stock ownership guidelines and holding requirements
|
û
Tax gross-ups for perquisites
|
||||
ü
Require pre-approval to pledge Greif stock
|
û
Employment contracts or change-in-control arrangements
|
||||
ü
Have an incentive compensation recoupment ("clawback") policy for our executive officers
|
Compensation Committee
|
Compensation Philosophy and Objectives
|
Aptargroup, Inc. | Domtar Corporation | Sealed Air Corporation | ||||||
Ashland Global Holdings, Inc. | Fastenal Company | Silgan Holdings, Inc. | ||||||
Avery Dennison Corporation | Graphic Packaging Holding Company | Sonoco Products Company | ||||||
Berry Global Group, Inc. | Owens Corning | The Timken Company | ||||||
Celanese Corporation | Owens-Illinois, Inc. | Universal Forest Products Inc. | ||||||
Cornerstone Building Brands, Inc. | Packaging Corporation of America | Valmont Industries, Inc. | ||||||
Crown Holdings, Inc. | Patrick Industries, Inc. |
Elements of Our Compensation Program
|
Base salary
|
||
Annual performance-based incentive cash bonus under our STIP
|
||
Long-term performance-based incentive cash bonus and restricted stock awards under our LTIP
|
||
Retirement benefits under our pension, supplemental executive retirement, supplemental deferred compensation and 401(k) plans
|
||
Opportunity for deferral of compensation under our deferred compensation plan
|
Base Salary
|
NEOs | 2020 Base Salary | 2021 Base Salary | Percentage Change | ||||||||
Mr. Watson | $1,060,000 | $1,090,000 | 2.8% | ||||||||
Mr. Hilsheimer | $733,203 | $754,466 | 2.9% | ||||||||
Mr. Martz | $612,321 | $630,078 | 2.9% | ||||||||
Mr. Cronin
(1)
|
$562,446 | $608,160 | 2.3% | ||||||||
Mr. Rosgaard | $550,000 | $594,000 | 8.0% |
Short-Term Incentive Plan
|
Fiscal 2020 STIP
Performance Metrics
|
Threshold
(50% Payout)
|
Target
(100% Payout)
|
Maximum
(200% Payout)
|
Actual Performance
|
Actual Percentage Payout
(1)
|
||||||||||||
80% OPBSI | $424.6 million | $461.5 million | $498.5 million | $398.7 million | 50% | ||||||||||||
20% OWC | 13.6% | 12.9% | 12.2% | 12.7% | 125.52% |
Fiscal 2021 STIP
Performance Metrics
|
Threshold
(50% Payout)
|
Target
(100% Payout)
|
Maximum
(200% Payout)
|
||||||||
80% OPBSI | $359.0 million | $428.6 million | $497.1 million | ||||||||
20% OWC | 12.4% | 11.8% | 11.1% |
Fiscal 2020 STIP Target Award | Fiscal 2021 STIP Target Award | |||||||||||||
NEOs | (% of Base Salary) | ($) | (% of Base Salary) | ($) | ||||||||||
Mr. Watson | 125% | $1,325,000 | 125% | $1,362,500 | ||||||||||
Mr. Hilsheimer | 90% | $659,833 | 95% | $716,743 | ||||||||||
Mr. Martz | 75% | $459,241 | 80% | $504,062 | ||||||||||
Mr. Cronin
(1)
|
65% | $365,590 | 65% | $395,304 | ||||||||||
Mr. Rosgaard | 75% | $412,500 | 80% | $475,200 |
Long-Term Incentive Plan
|
LTIP Target Award for 2018-2020 Performance Period | ||||||||
NEOs | (% of Average Base Salary) | ($) | ||||||
Mr. Watson | 330% | $3,457,646 | ||||||
Mr. Hilsheimer | 200% | $1,434,343 | ||||||
Mr. Martz | 160% | $958,291 | ||||||
Mr. Cronin
(1)
|
125% | $707,724 | ||||||
Mr. Rosgaard | 125% | $636,431 |
LTIP Performance Period | 2018-2020 | 2019-2021 | 2020-2022 | 2021-2023 | ||||||||||
Plan Document | 2006 LTIP | 2020 LTIP | ||||||||||||
Performance Metrics | EBITDA | EBITDA with a TSR Modifier (+/-20%) | ||||||||||||
Award Opportunity | 50% Cash | 30% RSUs / 70% PSUs (CEO only) | ||||||||||||
50% Restricted Stock | 40% RSUs / 60% PSUs (Other NEOs) | |||||||||||||
Determination of Payout* | Payout award at end of performance period based upon the percentage of performance metrics achieved | RSUs = three-year vesting | ||||||||||||
PSUs = awarded based upon the percentage of performance metrics achieved |
2018-2020 LTIP Performance Goals |
Threshold
(33% Payout)
|
Target
(100% Payout)
|
Maximum
(200% Payout)
|
Actual Performance |
Actual % Payout
(1)
|
||||||||||||
100% EBITDA | $1,739.8 million | $1,918.90 million | $2,042.20 million | $1,829.40 million | 72.54% |
LTIP RSU Award for 2021-2023 Performance Period | ||||||||
NEOs | Number of RSUs | |||||||
Mr. Watson | 26,622 | |||||||
Mr. Hilsheimer | 13,504 | |||||||
Mr. Martz | 9,227 | |||||||
Mr. Cronin
(1)
|
6,069 | |||||||
Mr. Rosgaard | 8,288 |
Stock Ownership Guidelines
|
Position | Ownership Level | ||||
CEO | 5X Base Salary | ||||
Executive Officers (other than CEO) | 3X Base Salary | ||||
Key Employees | 1X Base Salary |
Retirement and Deferred Compensation Plans
|
Perquisites
|
“Say-on-Pay” Advisory Votes
|
Recoupment Policy
|
1. Financial Performance Results | ||
2. Strategic Effectiveness and Innovation | ||
3. Business Management | ||
4. Talent Management | ||
5. Personal Effectiveness | ||
6. Board Relations (CEO only) |
Compensation Committee Interlocks and Insider Participation
|
Compensation Committee Report
|
Daniel J. Gunsett, Chair
Vicki L. Avril-Groves
Mark A. Emkes
Judith D. Hook
|
Summary Compensation Table
|
Name and Principal Position | Year |
Salary
($)(1)
|
Bonus ($) |
Stock Awards
($)(2)
|
Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||||||||||||||||
Peter G. Watson
President and Chief Executive Officer
|
2020 | 1,060,000 | — | 1,037,783 | 2,116,727 | 1,293,936 | 14,018 | 5,522,464 | |||||||||||||||||||||
2019 | 1,055,385 | — | 1,842,742 | 3,341,348 | 1,721,549 | 13,501 | 7,974,525 | ||||||||||||||||||||||
2018 | 1,022,323 | — | 2,735,452 | — | 4,780,419 | 1,636,340 | 12,559 | 10,187,093 | |||||||||||||||||||||
Lawrence A. Hilsheimer
Executive Vice President, Chief Financial Officer
|
2020 | 731,209 | — | 430,499 | — | 949,846 | 9,015 | 611,672 | 2,732,241 | ||||||||||||||||||||
2019 | 717,431 | — | 816,462 | — | 1,538,513 | 4,038 | 298,240 | 3,374,684 | |||||||||||||||||||||
2018 | 699,560 | — | 1,285,379 | — | 2,231,261 | 11,640 | 335,766 | 4,563,606 | |||||||||||||||||||||
Gary R. Martz
Executive Vice President,
General Counsel and Secretary
|
2020 | 610,655 | — | 287,609 | — | 646,556 | 777,343 | 14,018 | 2,336,181 | ||||||||||||||||||||
2019 | 599,149 | — | 545,472 | — | 1,045,020 | 1,235,282 | 13,180 | 3,438,103 | |||||||||||||||||||||
2018 | 584,223 | 75,000 | 860,395 | — | 1,513,423 | 526,890 | 12,955 | 3,572,886 | |||||||||||||||||||||
Michael Cronin
Sr. Vice President, Enterprise Strategy and Global Sourcing and Supply Chain (6)
|
2020 | 592,734 | 182,598 | 508,264 | 51,958 | 140,974 | 1,476,528 | ||||||||||||||||||||||
2019 | 581,878 | — | 401,690 | — | 795,117 | 62,576 | 127,689 | 1,968,950 | |||||||||||||||||||||
2018 | 538,196 | — | 631,056 | — | 1,213,841 | 33,323 | 118,812 | 2,535,228 | |||||||||||||||||||||
Ole Rosgaard
Sr. Vice President, Group President, Global Industrial Packaging
|
2020 | 550,000 | — | 190,989 | — | 499,388 | — | 18,968 | 1,259,345 | ||||||||||||||||||||
2019 | 506,628 | — | 348,826 | — | 759,907 | — | 21,580 | 1,636,941 | |||||||||||||||||||||
2018 | 460,337 | — | 452,297 | — | 954,689 | — | 21,205 | 1,888,528 |
Name | Fiscal Year |
Short-Term Incentive
Plan Awards ($)
|
Long-Term Incentive
Plan Awards ($)
|
Total Non-Equity Incentive Plan Compensation Awards ($) | |||||||||||||||||||||||||
Peter G. Watson | 2020 | 862,628 | 1,254,099 | 2,116,727 | |||||||||||||||||||||||||
2019 | 1,258,008 | 2,083,340 | 3,341,348 | ||||||||||||||||||||||||||
2018 | 2,334,624 | 2,445,795 | 4,780,419 | ||||||||||||||||||||||||||
Lawrence A. Hilsheimer | 2020 | 429,610 | 520,236 | 949,846 | |||||||||||||||||||||||||
2019 | 615,441 | 923,072 | 1,538,513 | ||||||||||||||||||||||||||
2018 | 1,081,978 | 1,149,283 | 2,231,261 | ||||||||||||||||||||||||||
Gary R. Martz | 2020 | 298,984 | 347,572 | 646,556 | |||||||||||||||||||||||||
2019 | 428,312 | 616,708 | 1,045,020 | ||||||||||||||||||||||||||
2018 | 744,134 | 769,289 | 1,513,423 | ||||||||||||||||||||||||||
Michael Cronin | 2020 | 251,572 | 256,692 | 508,264 | |||||||||||||||||||||||||
2019 | 340,968 | 454,149 | 795,117 | ||||||||||||||||||||||||||
2018 | 649,609 | 564,232 | 1,213,841 | ||||||||||||||||||||||||||
Ole Rosgaard | 2020 | 268,554 | 230,834 | 499,388 | |||||||||||||||||||||||||
2019 | 365,534 | 394,373 | 759,907 | ||||||||||||||||||||||||||
2018 | 550,269 | 404,420 | 954,689 |
Name | Year | 401(k) Match and Contribution ($)† |
Company paid
Life Insurance
and other Premiums ($)††
|
Value of Wellness Physical Exams ($) | DC SERP ($)††† | Perquisites and Other Personal Benefits ($)†††† | Total All Other Compensation ($) | |||||||||||||||||||||||||||||||||||||||||||
Peter G. Watson | 2020 | 8,550 | 1,868 | 3,600 | — | — | 14,018 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 8,796 | 1,905 | 2,800 | — | — | 13,501 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 7,854 | 1,905 | 2,800 | — | — | 12,559 | ||||||||||||||||||||||||||||||||||||||||||||
Lawrence A. Hilsheimer | 2020 | 17,100 | 1,868 | 732 | 240,260 | 351,712 | 611,672 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 16,800 | 1,905 | — | 279,460 | 75 | 298,240 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 16,500 | 1,905 | 727 | 316,634 | — | 335,766 | ||||||||||||||||||||||||||||||||||||||||||||
Gary R. Martz | 2020 | 8,550 | 1,868 | 3,600 | — | — | 14,018 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 8,400 | 1,905 | 2,800 | — | 75 | 13,180 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 8,250 | 1,905 | 2,800 | — | — | 12,955 | ||||||||||||||||||||||||||||||||||||||||||||
Michael Cronin | 2020 | — | 43,984 | — | — | 96,990 | 140,974 | |||||||||||||||||||||||||||||||||||||||||||
2019 | — | 37,898 | — | — | 89,791 | 127,689 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | — | 38,162 | — | — | 80,650 | 118,812 | ||||||||||||||||||||||||||||||||||||||||||||
Ole Rosgaard | 2020 | 17,100 | 1,868 | — | — | — | 18,968 | |||||||||||||||||||||||||||||||||||||||||||
2019 | 16,800 | 1,905 | 2,800 | — | 75 | 21,580 | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 16,500 | 1,905 | 2,800 | — | — | 21,205 |
Pension Contribution Gap ($) | Tax Preparation ($) | Housing Allowance ($) | Total ($) | |||||||||||
2020 | 55,882 | — | 41,108 | 96,990 | ||||||||||
2019 | 50,899 | — | 38,892 | 89,791 | ||||||||||
2018 | 40,844 | — | 39,806 | 80,650 |
Name | Committee Action Date (1) | Grant Date (2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3) | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | All Other Stock Awards: Number of Shares of Stocks (#)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | ||||||||||||||||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||||||||||||||||||
Peter G. Watson | ||||||||||||||||||||||||||||||||
STIP | -- | 12/17/2019 | 662,500 | 1,325,000 | 2,650,000 | |||||||||||||||||||||||||||
LTIP - RSUs | 12/17/2019 | 3/16/2020 | 28,313 | 1,059,472 | ||||||||||||||||||||||||||||
LTIP - PSUs | 12/17/2019 | 3/16/2020 | 23,043 | 69,827 | 139,654 | 2,484,445 | ||||||||||||||||||||||||||
Lawrence A. Hilsheimer | ||||||||||||||||||||||||||||||||
STIP | -- | 12/17/2019 | 329,917 | 659,833 | 1,319,666 | |||||||||||||||||||||||||||
LTIP - RSUs | 12/17/2019 | 3/16/2020 | 14,850 | 555,687 | ||||||||||||||||||||||||||||
LTIP - PSUs | 12/17/2019 | 3/16/2020 | 7,770 | 23,544 | 47,088 | 837,696 | ||||||||||||||||||||||||||
Gary R. Martz | ||||||||||||||||||||||||||||||||
STIP | -- | 12/17/2019 | 229,621 | 459,241 | 918,482 | |||||||||||||||||||||||||||
LTIP - RSUs | 12/17/2019 | 3/16/2020 | 10,147 | 379,701 | ||||||||||||||||||||||||||||
LTIP - PSUs | 12/17/2019 | 3/16/2020 | 5,309 | 16,088 | 32,176 | 572,411 | ||||||||||||||||||||||||||
Michael Cronin
(7)
|
||||||||||||||||||||||||||||||||
STIP | -- | 12/17/2019 | 193,208 | 386,416 | 772,832 | |||||||||||||||||||||||||||
LTIP - RSUs | 12/17/2019 | 3/16/2020 | 6,646 | 248,693 | ||||||||||||||||||||||||||||
LTIP - PSUs | 12/17/2019 | 3/16/2020 | 3,477 | 10,537 | 21,074 | 374,906 | ||||||||||||||||||||||||||
Ole Rosgaard | ||||||||||||||||||||||||||||||||
STIP | -- | 12/17/2019 | 206,250 | 412,500 | 825,000 | |||||||||||||||||||||||||||
LTIP - RSUs | 12/17/2019 | 3/16/2020 | 7,732 | 289,331 | ||||||||||||||||||||||||||||
LTIP - PSUs | 12/17/2019 | 3/16/2020 | 4,045 | 12,259 | 24,518 | 436,175 |
Equity Compensation Plan Information |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | ||||||||
Equity Compensation Plans Approved by Security Holders
(1)
|
— | — | |||||||||
2001 Plan
(2)
|
— | — | 3,960,000 | ||||||||
2005 Outside Directors Equity Award Plan
(3)
|
— | — | 90,924 | ||||||||
2020 LTIP
(4)
|
— | — | 4,646,829 | ||||||||
Equity Compensation Plans Not Approved by Security Holders | — | — | — | ||||||||
Total: | — | — |
Outstanding Equity Awards at Fiscal Year-End 2020
|
Name | Stock Awards | |||||||||||||
Numbers of Shares or Units of Stock that have not Vested (#) (1)
|
Market Value of Shares or Units of Stock that have not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights that have not Vested ($) (4) | |||||||||||
Peter G. Watson | 28,313 | 1,149,225 | 69,827 | 2,834,278 | ||||||||||
Lawrence A. Hilsheimer | 14,850 | 602,762 | 23,544 | 955,651 | ||||||||||
Gary R. Martz | 10,147 | 411,867 | 16,088 | 653,012 | ||||||||||
Michael Cronin
(5)
|
6,646 | 269,761 | 10,537 | 427,697 | ||||||||||
Ole Rosgaard | 7,732 | 313,842 | 12,259 | 497,593 |
Option Exercises and Stock Vested in Fiscal 2020
|
Pension Benefits
|
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1)(2)(3) | Payments During Last Fiscal Year ($) | ||||||||||
Peter G. Watson | U.S. Pension Plan | 21 | 970,496 | — | ||||||||||
SERP | 9 | 6,266,520 | — | |||||||||||
Gary R. Martz | U.S. Pension Plan | 19 | 846,613 | — | ||||||||||
SERP | 19 | 5,125,501 | — | |||||||||||
Michael Cronin | Netherlands Pension Plan | 6 | 239,889 | — | ||||||||||
SERP | — | — | — |
Nonqualified Deferred Compensation
|
Name | Plan Name |
Executive Contributions
in Last FY ($)(1)(2)
|
Company Contributions
in Last FY ($)
|
Aggregate Earnings
in Last FY ($) (3)
|
Aggregate Withdrawals/
Distributions ($)(4)
|
Aggregate Balance at Last FYE ($)
|
||||||||||||||
Lawrence A. Hilsheimer | NQDCP | — | — | 1,372 | 348,130 | — | ||||||||||||||
Ole Rosgaard | NQDCP | 45,015 | — | 896 | — | 189,096 |
Potential Payments Upon Termination or Change in Control
|
Agreements with NEOs
|
Pay Ratio
|
Type of Service | 2020 | 2019 | ||||||
Audit Fees (
1)
|
$6,790,000 | $7,610,000 | ||||||
Audit-Related Fees
(2)
|
$687,000 | $888,000 | ||||||
Tax Fees
(3)
|
$2,647,000 | $2,424,000 | ||||||
All Other Fees
(4)
|
$17,000 | $23,000 | ||||||
Total
|
$10,141,000 | $10,945,000 |
/s/ Gary R. Martz
|
||||||||
Gary R. Martz
|
||||||||
Corporate Secretary
|
||||||||
January 12, 2021
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|