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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Section 240.14a-12
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1. |
To elect ten directors nominated by the Board of Directors of the Company as described in the proxy statement;
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2. |
To give an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis,
compensation tables, and narrative discussion in the proxy statement;
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3. |
To ratify the appointment of Ernst & Young LLP, certified public accountants, as the independent auditors of the Company for 2021; and
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Important Notice Regarding the Internet Availability of Proxy Materials
for the Shareholder Meeting to be held on April 22, 2021
The Proxy Statement and Notice of Annual Meeting and the 2020 Annual Report on Form 10-K are
available on Sensient’s website at http://investor.sensient.com.
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On Behalf of the Board of Directors
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John J. Manning, Secretary
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Milwaukee, Wisconsin
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March 5, 2021 |
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FOR the election of the Board’s ten nominees for director;
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FOR approval of the compensation of our named executive officers, as disclosed herein pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and
narrative discussion in this proxy statement;
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FOR ratification of the Board’s appointment of Ernst & Young LLP as the Company’s independent auditors for 2021; and
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On such other matters that may properly come before the Meeting in accordance with the best judgment of the individual proxies named in the proxy.
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substantial recent business experience at the senior management level, preferably as chief executive officer;
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a recent leadership position in the administration of a major college or university;
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recent specialized expertise at the doctoral level in a science or discipline important to the Company’s business;
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recent prior senior level governmental or military service;
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financial expertise; or
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risk assessment, risk management, or employee benefit skills or experience.
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Skills and Expertise
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Carleone
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Cichurski
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Ferruzzi
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Jackson
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Landry
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Manning
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McKeithan Gebhardt
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Morrison
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Wedral
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Whitelaw
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CEO or senior officer of business, university, governmental, or military organization
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International experience
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Human resource experience
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Financial literacy
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Age/Tenure/Sex/Veteran
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Age
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75
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79
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46
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48
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66
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46
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62
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58
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77
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72
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Board Tenure
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7
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8
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6
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2
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6
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9
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7
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5
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15
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28
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Sex
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M
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M
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M
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F
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M
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M
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F
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M
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F
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Veteran
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Native American
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Born Outside of the U.S.
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Dr. Joseph Carleone
Age 75
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Director Since 2014
Lead Director
Audit Committee
Executive Committee
Scientific Advisory Committee
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● |
Senior Adviser (2019-present) of OES Europe, an independent advisory network specializing in strategic cross-border mergers & acquisitions and in management buy-outs.
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● |
Chairman of the Board (2015-2018) of AMPAC Fine Chemicals LLC, a leading manufacturer of pharmaceutical active ingredients
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President and Chief Executive Officer (2010-2015), President and Chief Operating Officer (2006-2009), and Chairman of the Board (2013-2014) of American Pacific Corporation, a leading custom manufacturer of
fine and specialty chemicals and propulsion products
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American Pacific Corporation (2006-2015)
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Non-executive Chairman, Avid Bioservices, Inc. (2017-present), a biopharmaceutical manufacturing company focused on mammalian cell technology to support the pharmaceutical industry
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Drexel University, B.S., Mechanical Engineering
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● |
Drexel University, M.S., Applied Mechanics
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Drexel University, Ph.D., Applied Mechanics
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Operational, governance, management, and scientific experience, including as Chief Executive Officer and as Chairman of a public corporation with international operations in the fine and specialty chemical
industries.
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![]() |
Edward H. Cichurski
Age 79
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Director Since 2013
Audit Committee (Chairman)
Executive Committee
Finance Committee
Scientific Advisory Committee
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● |
35 years practicing as a CPA with PricewaterhouseCoopers and its predecessors (retired in 2000), including service in Barcelona, Spain (1978-1981), as the Managing Partner of the Milwaukee office
(1989-1996), and in the Office of the General Counsel at PricewaterhouseCoopers’ National Office in New York (1996-2000)
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Executive Vice President of Merchants & Manufacturers Bancorporation and as President of its financial services subsidiary (2000-2007)
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None
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Saint Peter’s College, B.S.
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● |
Fairleigh Dickinson University, M.B.A.
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● |
First Lieutenant in the U.S. Army, Army Commendation Medal recipient
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● |
Member of the American Institute of Certified Public Accountants
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Member of the Wisconsin Institute of Certified Public Accountants
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Accounting and auditing experience and expertise, including extensive experience auditing public corporations as a certified public accountant;
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Substantial U.S. and international experience assisting global businesses in a variety of industries and extensive knowledge and experience with the IRS, SEC, and other government agencies; and
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Business experience, both at a senior management level and as an advisor to companies in a variety of manufacturing and consumer products businesses.
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![]() |
Dr. Mario Ferruzzi
Age 46
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Director Since 2015
Compensation and Development Committee
Nominating and Corporate Governance Committee
Scientific Advisory Committee
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● |
David H. Murdock Distinguished Professor (2019-present), and Professor of Food Science and Nutrition (2016-2019) in the Plants for Human Health Institute and the Department of Food, Bioprocessing and
Nutrition Science at North Carolina State University
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Professor in the Department of Food Science at Purdue University (2004-2016)
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Research Scientist positions in the Coffee and Tea Beverage Development group at Nestlé Research & Development Center, Marysville, Ohio, and the Nutrition & Health and Scientific & Nutritional
Support Departments at the Nestlé Research Centre in Lausanne, Switzerland (2001-2004)
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● |
None
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Duke University, B.S. in Chemistry
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The Ohio State University, M.S. in Food Science and Nutrition
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The Ohio State University, Ph.D. in Food Science and Nutrition
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Expertise in analytical chemistry and its applications to food and nutrition research and product development
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Research consistently funded by federal agencies including the U.S. Department of Agriculture, the National Institutes of Health, and the United States Agency for International Development, as well as the
food industry
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Over 180 publications as well as extensive experience with national and international collaborations, research, and product development
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Recipient of numerous research awards from the Institute of Food Technologists (IFT) (2010 Samuel Cate Prescott Young Investigator Award), the American Society for Nutrition (ASN) (2011 Mary Rose Swartz
Young Investigator Award), Purdue University (2012 Agricultural Research Award), the General Mills Bell Institute of Health and Nutrition (2018 Innovation Award), and IFT/ASN (2019 Gilbert A. Leveille Award and Lectorship)
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Named a University Faculty Scholar by Purdue University in 2013
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Member of the Board of Trustees for the North America branch of the International Life Science Institute
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● |
Professional member of IFT, ASN, and the American Chemical Society (ACS)
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● |
Fellow of the Royal Society of Chemistry
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● |
Chair (2014) of the Food Science & Nutrition Solutions Taskforce, a joint working group between IFT-ASN-IFIC and the Academy of Nutrition and Dietetics (AND)
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● |
Serves on the editorial boards of Nutrition Research, Nutrition Today, and Critical Reviews in Food Science and Nutrition
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● |
Associate Editor for the Royal Society of Chemistry’s journal,
Food & Function
|
● |
Expert in analytical chemistry and its application to food and nutrition;
|
● |
Extensive industry and academic experience, including extensive experience with new product development and product commercialization; and
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Extensive international research collaborations and experience in Europe, Asia, Africa, and Latin America.
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![]() |
Carol R. Jackson
Age 48
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Director Since 2019
Audit Committee
Nominating and Corporate Governance Committee
Scientific Advisory Committee
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● |
Chairman, President, and Chief Executive Officer (2017-present) and Corporate Officer, Senior Vice President, and General Manager (2014-2017) of HarbisonWalker International
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Corporate Officer, Vice President (GM), Carpenter Technology Corporation (2011-2013); Managing Director, Global Raw Materials Purchasing (2009-2011), General Manager Global Powder Coatings (2007-2009),
Commercial Segment Manager Architectural Coatings (2005-2006), Global Sales Account Manager Automotive OEM Glass (2002-2005), Global Sales Account Manager Consumer Electronics Coatings (2001-2002), Market Development Manager (1999-2001) at
PPG Industries
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AZZ Inc. (2021-present), a global provider of metal coating solutions, welding solutions, specialty electrical equipment and highly engineered services
|
● |
Duquesne University, B.S. in Business Administration
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● |
University of Pittsburgh, Juris Doctorate
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● |
Carnegie Mellon University, M.S. in Industrial Administration (M.B.A.)
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Yale School of Management Executive Education Program
|
● |
Certified Transformative Mediator
|
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Director and Member of Governance Committee (2014-present), Junior Achievement of Western Pennsylvania
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Licensed attorney (1999-present) Pennsylvania
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● |
Business Process Improvement Green Belt
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● |
Women’s Leadership Council and Impact Fund Committee, United Way
|
● |
Extensive management experience in private and public enterprises, including public corporations with extensive manufacturing, international operations, and chemical businesses, and leadership experience
as a Chief Executive Officer; and
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● |
Experience in business roles including management, sales, marketing, procurement, acquisitions, and business development.
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![]() |
Dr. Donald W. Landry
Age 66
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Director Since 2015
Compensation and Development Committee
Nominating and Corporate Governance Committee (Chairman)
Scientific Advisory Committee
|
● |
Member of the faculty of Columbia University (1985-present)
|
● |
Professor and Chair of the Department of Medicine at Columbia University’s College of Physicians and Surgeons (2008-present)
|
● |
Director of the Division of Experimental Therapeutics and Physician-in-Chief for the Medical Service at New York Presbyterian Hospital/Columbia Medical Center
|
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Founding director of Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of Tonix Pharmaceuticals Holding Corp. (2007-2011)
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● |
Co-founder and a member of L&L Technologies LLC, a private company formed to develop medications for central nervous system conditions (1996-present)
|
● |
Co-founder of Vela Pharmaceuticals, a private company that developed several drugs for central nervous system disorders, including very low dose (VLD) cyclobenzaprine for fibromyalgia syndrome
|
● |
Tonix Pharmaceuticals Holding Corp. (2011-2019), a pharmaceutical company that develops next-generation medicines for common disorders of the central nervous system, including fibromyalgia, post-traumatic
stress disorder, and episodic tension-type headache
|
● |
Lafayette College, B.S. in chemistry (1975)
|
● |
Harvard University, Ph.D. in organic chemistry (1979)
|
● |
Columbia University’s College of Physicians and Surgeons, M.D. (1983)
|
● |
Developed the first artificial enzyme to degrade cocaine and his report in Science was voted one of top 25 papers in the world for 1993 by the American Chemical Society
|
● |
Discovered that vasopressin can be used to treat vasodilatory shock, which fundamentally changed intensive care medicine
|
● |
Pioneered an embryo-sparing approach to the generation of human embryonic stem cells
|
● |
Served as a member of the President’s Council on Bioethics during the George W. Bush administration
|
● |
Awarded the Presidential Citizens Medal, the nation’s second-highest civilian award (2008)
|
● |
Elected to the National Academy of Inventors (2016)
|
● |
National Institutes of Health (NIH) Physician-Scientist, Columbia University (1985-1990)
|
● |
Published 116 peer-reviewed articles, authored 33 review articles or book chapters, and holds 51 patents as inventor or co-inventor
|
● |
Expert in the medical and pharmaceutical fields and has unique experiences in the formation, operation, and public registration of a start-up pharmaceutical company; and
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● |
Experience as director of a public corporation; experience in commercialization of new products and in research and development; strong technical acumen in chemistry, medicine, and the pharmaceutical
industry and other fields related to our business; and academic background.
|
![]() |
Paul Manning
Age 46
|
Director Since 2012
Executive Committee (Chairman)
Finance Committee
Scientific Advisory Committee
|
● |
Chairman, President and Chief Executive Officer of Sensient Technologies Corporation (2016-present)
|
● |
Formerly President and Chief Executive Officer (2014-2016), President and Chief Operating Officer (2012-2014), President, Color Group (2010-2012), and General Manager, Food Colors North America (2009-2010)
of Sensient Technologies Corporation
|
● |
Mergers and Acquisitions Integration Manager of the Fluke Division of Danaher Corporation
|
● |
Various supply chain and project manager positions with McMaster-Carr Supply Company
|
● |
None
|
● |
Stanford University, B.S. in Chemistry
|
● |
Northwestern University, M.B.A.
|
● |
Attended Stanford University on a Naval ROTC scholarship
|
● |
Served in the U.S. Navy as a Surface Warfare Officer for four years
|
● |
Responsible for articulating and executing the Company’s strategy, upgrading of sales force and general manager talent, and leading the Board of Directors;
|
● |
Extraordinarily detailed knowledge of the Company’s operations enables him to keep the Board well informed regarding the Company’s performance and opportunities;
|
● |
Strong background in chemistry allows him to direct product and technology research and development efforts; and
|
● |
Prior experience in mergers and acquisitions and supply chain management.
|
![]() |
Deborah McKeithan-Gebhardt
Age 62
|
Director Since 2014
Finance Committee (Chairman)
Nominating and Corporate Governance Committee
Scientific Advisory Committee
|
● |
Chief Executive Officer, President, and Chief Operating Officer of Tamarack Petroleum Company, Inc., a private company engaged in oil and gas exploration and operation (2019-present)
|
● |
Chief Executive Officer of Tamarack River Resources, LLC, a Delaware limited liability company of which Tamarack Petroleum is the majority member (2009-present)
|
● |
Previously President and Chief Operating Officer of Tamarack Petroleum Company, Inc. (2009-2019), and Vice President and General Counsel of Tamarack Petroleum Company, Inc. (1991-2009)
|
● |
None
|
● |
Cardinal Stritch University, B.S. in Business Administration (1980)
|
● |
Marquette University Law School, Juris Doctor degree, summa cum laude (1987)
|
● |
Marquette University Law School Advisory Board
|
● |
As Chief Executive Officer, President, and Chief Operating Officer, and previously as Vice President and General Counsel, has primary responsibility for, and extensive experience in, a range of strategic
and operational matters, including strategic planning, risk management, financial management, human resources, compensation and employee benefits, regulatory and compliance, and legal affairs.
|
![]() |
Scott C. Morrison
Age 58
|
Director Since 2016
Audit Committee
Compensation and
Development Committee (Chairman)
Scientific Advisory Committee
|
● |
Senior Vice President and Chief Financial Officer of Ball Corporation, a leading global supplier of innovative, sustainable packaging solutions for beverage, food, and household products customers
(2010-present)
|
● |
Vice President and Treasurer of Ball Corporation (2000-2009)
|
● |
Various senior corporate banking roles at Bank One, First Chicago, and NBD Bank, Detroit
|
● |
None
|
● |
Indiana University, B.S. in Finance (1984)
|
● |
Wayne State University, M.B.A. (1988)
|
● |
Executive Committee Member of the Board for the National Association of Manufacturers
|
● |
Past Community Chairman of the Denver Chapter of the Kelley School of Business Indiana University
|
● |
Served as Chairman of the National Association of Corporate Treasurers
|
● |
Expert testimony witness to the U.S. House of Representatives Agricultural Committee on Dodd-Frank legislation
|
● |
Recognized as CFO of the Year by
CFO Magazine and Institutional Investor
|
● |
Possesses a wealth of valuable leadership experience and financial expertise, gained through currently serving as Chief Financial Officer of a publicly traded multinational corporation and having served in
various other executive management and senior corporate banking roles;
|
● |
Significant experience in mergers and acquisitions and post-merger integration, including Ball Corporation’s $6.1 billion acquisition and integration of Rexam PLC, a metal beverage packaging manufacturer;
and
|
● |
Experience, expertise, and background in capital allocation, financial reporting, international, and compliance matters.
|
![]() |
Dr. Elaine R. Wedral
Age 77
|
Director Since 2006
Compensation and Development Committee
Executive Committee
Finance Committee
Scientific Advisory Committee (Chairman)
|
● |
Served in various capacities with the Nestle Company, including as President of Nestlé R&D Center, Inc., and director of Nestlé R&D Food Service Systems Worldwide (2000-2006), and as President of
all Nestlé U.S. R&D Centers (1988-1999)
|
● |
Served as President of the International Life Sciences Institute-North America, a non-profit organization based in Washington, D.C., that provides a forum for academic, government, and industry scientists
to identify important nutrition and food safety issues and works toward solutions for the benefit of the general public
|
● |
Serves on the editorial board of
Food Processing
magazine, serves on the board of the Women’s Global Health Institute at Purdue University, and works with several
industry groups and universities on food science issues in an advisory capacity
|
● |
Balchem Corporation (2003-2014), a developer, manufacturer, and marketer of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, and medical sterilization
industries
|
● |
Purdue University, B.S. in Biochemistry
|
● |
Cornell University, M.S. in Food Microbiology
|
● |
Cornell University, Ph.D. in Food Biochemistry
|
● |
Served as chair of the governance and nominating committee and a member of the compensation committee of Balchem Corporation
|
● |
During her tenure with Nestle, gained extensive international experience, served on Nestle’s Executive Management Committee, managed Nestle’s various joint ventures, developed the strategy and accompanying
R&D program for its foodservice systems, and was responsible for the reorganization and supervision of Nestle’s existing R&D facilities in North America with over 700 personnel
|
● |
Recipient of awards from the Connecticut Technology Council (CTC) (Women of Innovation award), Women in Food (Woman of the Year), and Purdue University (Distinguished Agricultural Alumni)
|
● |
Served as Lead Director (2014-2017) of Sensient and works closely with management on the Company’s Chemical Risk Reduction Strategy
|
● |
Holds 40 U.S. and European patents in food science, chemistry, and food service systems to deliver foods and beverages, most related to food flavors and colors and food fortifications (e.g., adding
bioavailable iron to fortify a product without discoloring it)
|
● |
Combines food science and R&D expertise with substantial business and personnel management and leadership experience in developing innovative and commercially successful food and beverage products; and
|
● |
Experience in successfully building and consolidating food and beverage research facilities within budget and managing and motivating large staffs of research scientists and engineers to work
collaboratively and efficiently to serve customer needs, all while emphasizing the development of proprietary products and systems that meet the highest standards of food quality and safety.
|
![]() |
Essie Whitelaw
Age 72
|
Director Since 1993
Audit Committee
Compensation and Development Committee
Executive Committee
Scientific Advisory Committee
|
● |
Senior Vice President of Operations, Wisconsin Physician Services, a provider of health insurance and benefit plan administration (2001-2010)
|
● |
Served over 15 years in various executive positions, including as President and Chief Operating Officer (1992-1997) and Vice President of National Business Development, at Blue Cross Blue Shield of
Wisconsin, a comprehensive health and dental insurer
|
● |
None
|
● |
Served on the board and on the audit, nominating, and retirement plan investment committees of WICOR Corporation, a Wisconsin energy utility, prior to its merger into another public utility in 2000
|
● |
Director (2016-current) of Network Health, a Wisconsin based private health insurer
|
● |
Current nonprofit board service to the Wisconsin Lutheran High School Foundation, Inc. and the Wisconsin Women’s Health Foundation, a non-profit organization dedicated to improving the health and lives of
women and their families through education, outreach programs, and partnerships
|
● |
Prior nonprofit board service to the Milwaukee Public Museum, Goodwill Industries, United Way of Greater Milwaukee, Blue Cross Blue Shield Foundation, Metropolitan Milwaukee Association of Commerce,
Greater Milwaukee Committee, and Bradley Center Sports and Entertainment Corp.
|
● |
Significant regulatory compliance and human resources experience, including developing and implementing compensation policies and designing incentive programs for sales and customer service employees to
achieve business objectives while managing risk; and
|
● |
Over twenty-five years of service on the Company’s Board provides exceptionally deep insights into the Company, its history, and operations.
|
• |
Corporate Code of Conduct (available in all languages used within the Company), which includes:
|
• |
Antitrust Compliance Manual
|
• |
Anti-Bribery Policy
|
• |
Company Confidential Information Policy
|
• |
Cybersecurity principles
|
• |
Insider Trading Policy
|
• |
Supplier Code of Conduct
|
• |
Securities Compliance Manual
|
• |
Cybersecurity Policy
|
• |
Sustainability Report
|
• |
Export Compliance Policy
|
• |
Food Safety/Recall Manual
|
• |
All product safety issues are reported to the CEO, and the Company’s head of product safety and quality is a direct report of the CEO.
|
• |
The Company has established guidelines for Good Manufacturing Practices (GMP) and Hazard Analysis and Critical Control Points (HACCP), and, since 1999, conducts comprehensive product safety audits, including
GMP/HACCP audits, at all of its food ingredient manufacturing facilities.
|
• |
Comprehensive and robust raw material approval processes are in place to ensure product safety.
|
• |
Raw materials and finished goods are analyzed for compliance with specifications prior to use and shipment, respectively.
|
• |
The Company conducts key vendor quality assurance inspections directly or by third-party accredited auditing organizations.
|
• |
The Company develops and implements corrective action plans for all internal, customer, and third-party audit deficiencies.
|
• |
The Company monitors industry violations and shares details of such violations with its customers.
|
• |
The Board of Directors receives a report on food and personnel safety related issues at each meeting.
|
• |
The Company seeks to benefit from the full spectrum of human talent, hiring the best talent and reflecting the needs of our customers and the communities in which we operate. To this end, the Company has a
dedicated, internal Talent Acquisition team, which sources talent from a broad range of backgrounds and utilizes emerging technology, guided by a deep understanding of the Company’s business objectives and core values of integrity,
professionalism, and safety.
|
• |
The Company closely monitors and demands excellence in its on-boarding process, to ensure all new hires have the tools, training, Company knowledge, and management support necessary to succeed in the organization from day one.
|
• |
The Company maintains and reviews annually its compensation and benefit programs, to confirm that it is providing market-competitive offerings designed to reward high performers and retain talent.
|
• |
The Company conducts succession planning organization-wide on an annual basis to evaluate the pipeline for leadership roles and implement development plans for key talent.
|
• |
The Company utilizes internal development programs such as the Sales Representative Trainee Program, the General Manager in Training Program, the Flavorist Trainee Program, and the High Potential Program to provide a robust internal
pipeline of talent for high impact roles in the organization.
|
• |
The Company facilitates the development and progression of its workforce through goal setting, performance evaluations, individual development plans, leadership training, and ongoing individualized coaching and development.
|
• |
The Company regularly communicates and rigorously enforces its non-negotiable expectations of integrity, professionalism, and safety, which encompass an unwavering commitment to equal opportunity and non-discrimination, and which underpin
the Company’s strategy to draw from the fullest set of talent possible.
|
• |
Under the Company’s Code of Conduct, a Company lawyer (or designated outside counsel outside the U.S.) must review and approve
all
employee terminations to ensure they are warranted and compliant with all applicable laws.
|
• |
The Board of Directors reviews the Company’s Human Capital Management program on an annual basis.
|
• |
The Board has defined high-risk cybersecurity areas for the Company and implemented comprehensive programs to address these risks.
|
• |
Management reports at least twice annually to the Board of Directors on cybersecurity progress and effectiveness.
|
• |
The Company has formed an executive level steering committee (including the CEO, CFO, Group Presidents, General Counsel, VP, Human Resources, Controller/Chief Accounting Officer, and Chief Information
Officer) that provides oversight and routinely discusses cybersecurity matters.
|
• |
The Company has implemented an annual employee training program, quarterly cyber executive incident response simulations, and regular cyber and physical penetration testing.
|
• |
The Company has made significant investments in its technical capabilities in all areas of security.
|
• |
Chemical Risk Reduction Strategy, led by the CEO and Director Dr. Wedral, which includes improved product warnings and enhanced safety protocols, as well as forward looking risk identification and product
elimination;
|
• |
A robust EHS program that is managed within the Legal Department;
|
• |
A strong Regulatory Affairs department overseen by a newly appointed Vice President, who reports to the General Counsel;
|
• |
EHS audits at every manufacturing facility by an outside consulting firm;
|
• |
In-house compliance attorney who is continually engaged with the business units on FDA, EPA, and OSHA regulatory matters;
|
• |
Legal Department review of all contracts; and
|
• |
In-house legal review (supplemented by outside review by domestic and foreign outside counsel when necessary) of all employee terminations to ensure legal compliance and minimize litigation risks.
|
• |
has sole responsibility to appoint, terminate, compensate, and oversee the independent auditors of the Company and to approve any audit and permitted non-audit work by the independent auditors;
|
• |
reviews the adequacy and appropriateness of the Company’s internal control structure and recommends improvements thereto, including management’s assessment of internal controls and the internal audit
function and risk management activities generally;
|
• |
reviews with the independent auditors their reports on the consolidated financial statements of the Company and the adequacy of the financial reporting process, including the selection of accounting
policies;
|
• |
reviews and discusses with management the Company’s practices regarding earnings press releases and the provision of financial information and earnings guidance to analysts and ratings agencies;
|
• |
reviews and discusses with the Chief Executive Officer and Chief Financial Officer the procedures undertaken in connection with the Chief Executive Officer and Chief Financial Officer certifications for
Forms 10-K and 10-Q and other reports including their evaluation of the Company’s disclosure controls and procedures and internal controls;
|
• |
obtains and reviews an annual report of the independent auditors covering the independent auditors’ independence, quality control, and any inquiry or investigation of the independent auditors by governmental
or professional authorities within the past five years;
|
• |
sets hiring policies for employees or former employees of the independent auditors;
|
• |
establishes procedures for the receipt of complaints about accounting, internal accounting controls, auditing, and other compliance matters;
|
• |
reviews and oversees management’s risk assessment and risk management policies and guidelines generally, including those related to financial reporting and regulatory compliance;
|
• |
reviews and discusses with management the Company’s material litigation matters; and
|
• |
reviews the adequacy and appropriateness of the various policies of the Company dealing with the principles governing performance of corporate activities. These policies, which are set forth in the Company’s
Code of Conduct, include securities law and antitrust compliance, conflicts of interest, anti-bribery, and business ethics.
|
• |
to review and approve all compensation plans and programs (philosophy and guidelines) of the Company. In consultation with senior management and taking into consideration recent shareholder advisory votes
and any other shareholder communications regarding executive compensation, the Committee oversees the development and implementation of the Company’s compensation program, including salary structure, base salary, short- and long- term
incentive compensation (including the relationships between incentive compensation and risk-taking), and nonqualified benefit plans and programs, including fringe benefit programs;
|
• |
to review and discuss with management the policies and practices of the Company and its subsidiaries for compensating their employees, including non-executive officers and employees, to ensure those policies
do not encourage unnecessary or excessive risk-taking and that any risks are subject to appropriate controls;
|
• |
to review and make recommendations to the Board with respect to all compensation arrangements and changes in the compensation of the officers appointed by the Board, including, without limitation (i) base
salary; (ii) short- and long-term incentive compensation plans and equity-based plans (including overseeing the administration of these plans and discharging any responsibilities imposed on the Committee by any of these plans); (iii)
employment agreements, severance arrangements, and change of control agreements/provisions, in each case as, when, and if appropriate; and (iv) any special or supplemental benefits; and
|
• |
at least annually, to review and approve corporate goals and objectives relevant to compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those
goals and objectives, report the results of the evaluation to the Board, oversee and review (at least annually) the Chief Executive Officer succession plan, and set the Chief Executive Officer’s compensation level based on this evaluation.
|
• |
the Company’s annual capital budget, long-term financing plans, borrowings, notes and credit facilities, investments, and commercial and investment banking relationships;
|
• |
existing insurance programs, foreign currency management, and the stock repurchase program;
|
• |
the financial management and administrative operation of the Company’s qualified and nonqualified benefit plans; and
|
• |
such other matters as may from time to time be delegated to the Committee by the Board or as provided in the By-laws.
|
• |
studies and makes recommendations concerning the composition of the Board and its committee structure, including the Company’s Director Selection Criteria, and reviews the compensation of Board and Committee
members;
|
• |
recommends persons to be nominated by the Board for election as directors of the Company and to serve as proxies at the Annual Meeting of Shareholders;
|
• |
engages with shareholders regarding potential nominees and other governance issues;
|
• |
considers any nominees recommended by shareholders;
|
• |
assists the Board in its determination of the independence of each director;
|
• |
develops corporate governance guidelines for the Company and reassesses these guidelines annually;
|
• |
oversees and evaluates the system of corporate governance and responsibility program; and
|
• |
oversees the Company’s sustainability efforts and reviews and approves the annual Sustainability Report.
|
• |
reviews the Company’s research and development programs with respect to the quality and scope of work undertaken;
|
• |
advises the Company on maintaining product leadership through technological innovation;
|
• |
reports on new technological trends and regulatory developments that would significantly affect the Company and suggests possible new emphases with respect to its research programs and new business
opportunities; and
|
• |
works directly with management on key innovation and product safety related projects.
|
• |
preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent and non-management directors;
|
• |
serve as the principal liaison between the Chairman and the independent directors;
|
• |
review all information sent to the Board, including the quality, quantity, appropriateness, and timeliness of such information;
|
• |
approve meeting agendas for the Board;
|
• |
approve the frequency of Board meetings and meeting schedules, assuring there is sufficient time for discussion of all agenda items; and
|
• |
obtain advice and counsel from the General Counsel, to the extent requested by the Lead Director and where appropriate, related to fulfilling the Lead Director’s duties.
|
Name
|
Fees Earned
or Paid in
Cash
($)(1)
|
Stock Awards
($)(2)(3)(4)
|
Change in
Pension Value
and Nonqualified Deferred Compensation
Earnings ($)
|
All Other
Compensation ($)
|
Total ($) | |||||||||||||||
H. Brown (5)
|
$
|
45,033
|
$
|
-
|
$
|
33,491
|
$ | - |
$
|
78,524
|
||||||||||
Dr. J. Carleone
|
128,850
|
90,008
|
140,949
|
- |
359,807
|
|||||||||||||||
E. Cichurski
|
123,600
|
90,008
|
-
|
- |
213,608
|
|||||||||||||||
Dr. M. Ferruzzi
|
100,600
|
90,008
|
19,280
|
- |
209,888
|
|||||||||||||||
C. R. Jackson
|
103,975
|
90,008
|
-
|
- |
193,983
|
|||||||||||||||
Dr. D. W. Landry
|
108,600
|
90,008
|
-
|
- |
198,608
|
|||||||||||||||
D. McKeithan-Gebhardt
|
105,100
|
90,008
|
35,868
|
- |
230,976
|
|||||||||||||||
S. C. Morrison
|
118,725
|
90,008
|
-
|
- |
208,733
|
|||||||||||||||
Dr. E. R. Wedral
|
112,100
|
90,008
|
6,000
|
- |
208,108
|
|||||||||||||||
E. Whitelaw
|
113,350
|
90,008
|
30,536
|
- |
233,894
|
(1) |
Includes annual board member, committee member, committee chair, and lead director retainers.
|
(2) |
The amounts in the table reflect the grant date fair value of stock awards to the named director in 2020. Accounting Standards Codification (“ASC”) 718 requires recognition of compensation expense over the
vesting period (or until retirement age) for stock awards granted to employees and directors based on the estimated fair value of the equity awards at the time of grant. The 2020 restricted stock awards to directors were made on April 23,
2020. The grant date fair value of the 2020 restricted stock award to each director was $44.10 per share.
|
(3) |
The shares of restricted stock awarded to directors vest in increments of one-third of the total grant on each of the first, second, and third annual meetings of shareholders after the date of grant.
|
(4) |
Each non-employee director had the following equity awards outstanding as of the end of fiscal 2020; note, there are no outstanding Option Awards:
|
|
Stock Awards
|
|
Name
|
Number of Shares of Stock
That Have Not Vested (#)
|
|
H. Brown (5) | - | |
Dr. J. Carleone | 3,331 | |
E. Cichurski | 3,331 | |
Dr. M. Ferruzzi | 3,331 | |
C. R. Jackson | 2,041 | |
Dr. D. W. Landry | 3,331 | |
D. McKeithan-Gebhardt | 3,331 | |
S. C. Morrison | 3,331 | |
Dr. E. R. Wedral | 3,331 | |
E. Whitelaw
|
3,331 |
(5) |
Mr. Brown retired from the Board, effective April 23, 2020.
|
|
Edward H. Cichurski,
Chairman
|
|
Dr. Joseph Carleone
|
|
Carol Jackson
|
|
Scott C. Morrison |
Essie Whitelaw |
Name of Beneficial Owner (1)
|
Amount and Nature of
Beneficial Ownership and
Percent of Class (2)(3)(4)(5)
|
Hank Brown
, former director
(6)
|
34,552
|
Dr. Joseph Carleone
|
26,239
|
Edward H. Cichurski
|
11,635
|
Dr. Mario Ferruzzi
|
7,817
|
Michael C. Geraghty
|
17,254
|
Carol R. Jackson
|
2,078
|
Dr. Donald W. Landry
|
5,911
|
John J. Manning
|
9,747
|
Paul Manning
|
91,124
|
Deborah McKeithan-Gebhardt
|
15,264
|
E. Craig Mitchell
|
5,349
|
Scott C. Morrison
|
5,419
|
Stephen J. Rolfs
(7)
|
110,103
|
Dr. Elaine R. Wedral
|
28,794
|
Essie Whitelaw
|
20,949
|
All current directors and executive officers as a group
(18 persons)
|
365,452
|
(1) |
The address of all directors and executive officers is c/o Sensient Technologies Corporation, 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202.
|
(2) |
No director or named executive officer beneficially owns 1% or more of the Company’s Common Stock. The beneficial ownership of all directors and executive officers as a group is less than 1% of the Company’s
outstanding Common Stock.
|
(3) |
Includes 3,700 shares held by Mr. Brown’s wife; 206 shares held by Dr. Ferruzzi’s wife’s ESOP, acquired when she was an employee of Sensient Flavors LLC; and 2,000 shares held by Ms. McKeithan-Gebhardt’s
husband’s individual retirement account.
|
(4) |
Does not include the following performance stock units: Mr. Geraghty — 24,527 performance stock units; Mr. John J. Manning — 16,330 performance stock units; Mr. Paul Manning — 128,337 performance stock
units; Mr. Mitchell — 21,775 performance stock units; Mr. Rolfs — 36,922 performance stock units; and all executive officers as a group — 256,578 performance stock units. The vesting and performance criteria related to the performance stock
units are discussed in the subsection below entitled “Equity Awards.”
|
(5) |
Shares owned through Sensient’s Savings Plan stock fund and Sensient’s ESOP are held on a unitized basis. The numbers of shares held through these plans have been estimated based on the closing stock price
of $78.66 on February 12, 2021.
|
(6) |
Based on the latest known share balance for Mr. Brown, as reported on his most recent Form 4 filed with the SEC on April 1, 2020.
|
(7) |
Includes 40,569 shares of the Company’s Common Stock that are held by a trust for the benefit of Mr. Rolfs’ children and spouse and over which Mr. Rolfs disclaims beneficial ownership.
|
Name and Address of Beneficial Owner
|
Amount and Nature
of Ownership
|
Percent of Class (1)
|
|||
BlackRock, Inc.
(2)
|
4,765,607 shares
|
11.2
|
%
|
||
The Vanguard Group, Inc.
(3)
|
4,591,019
shares
|
10.8
|
%
|
||
Janus Henderson Group plc
(4)
|
4,056,127 shares
|
9.6
|
%
|
(1) |
All percentages are based on
42,418,425
shares of Common Stock outstanding as of February 12, 2021.
|
(2) |
BlackRock, Inc. filed a Schedule 13G dated January 21, 2011, with respect to itself and certain subsidiaries. BlackRock’s address is 55 East 52nd Street, New York, New York. Its Amendment No. 12 to
Schedule 13G, dated
January 26
, 2021, reported that as of December 31, 2020, it held sole power to vote
4,703,433
shares of Common Stock and sole
dispositive power with respect to
4,765,607
shares of Common Stock. It stated that all of the shares are held in the ordinary course of business and not with the purpose or effect of changing
or influencing the control of the issuer.
|
(3) |
The Vanguard Group, Inc. filed a Schedule 13G dated February 7, 2013, with respect to itself and certain subsidiaries. Vanguard’s address is 100 Vanguard Boulevard, Malvern, Pennsylvania. Its Amendment
No. 9 to Schedule 13G, dated
February 8
, 2021, reported that as of December 31, 2020, it had sole power to vote
0
shares of Common Stock, shared
power to vote
64,308
shares of Common Stock, sole dispositive power with respect to 4,492,315 shares of Common Stock, and shared dispositive power with respect to 98,704 shares of Common Stock.
It stated that all of the shares were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.
|
(4) |
Janus Henderson Group plc filed a Schedule 13G dated February 13, 2018, with respect to itself and certain subsidiaries. Janus Henderson’s address is 201 Bishopsgate EC2M 3AE, United Kingdom. Its
Amendment No. 4 to Schedule 13G, dated
February 11
, 2021, reported that as of December 31, 2020, it held shared power to vote 4,056,127 shares of Common Stock and shared dispositive power with
respect to 4,056,127 shares of Common Stock. It stated that all of the shares were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer.
|
Key Actions Taken Regarding Employee Safety
|
|
• Immediate implementation and regular updating of a company-wide COVID-19 policy
• Designation of key contacts leading the COVID-19 response at local and Corporate level
• Instituting enhanced decontamination and sanitation protocols, including quality audits of the effectiveness of such sanitation efforts
• The creation, implementation, and continual updating of an “Are You Sick” Flow Chart (under the guidance of Director Dr. Donald Landry) setting forth a simple summary of required
actions when an employee feels ill or may have had possible exposure to COVID-19
• The purchase, distribution, and usage of Corporate-sponsored COVID-19 test kits (PCR-based) with next day results to ensure business continuity
• Requiring protective on-site measures to prevent transmission, including:
|
|
o Very early adoption of face coverings
o Employee and visitor health screenings
o Manufacture and provision of hand sanitizer
o Reconfiguration of work areas to maximize distance between employees
o Installation of plexiglass barriers
o Mandatory spacing in break rooms, conference rooms, and common areas
|
o Controlled traffic patterns to maximize distance
o Alternative work and break schedules
o Use of video conferencing
o Reduction of “high touch” areas
o Signage in offices and facilities concerning hygiene
|
Key Actions Taken Regarding Customer Needs
|
• Purchasing additional key raw material inventory in early 2020 in anticipation of potential supply chain disruption
• Providing transportation and lodging to ensure employees in certain locations were able to make it onsite
• Engaging customers and freight and logistics partners on a regular basis to ensure a stable supply chain
• Adapting to customers’ needs, including conducting virtual customer audits, increasing customer webinars and meetings via video, and creatively engaging with customers in
environments that promoted social distancing
• Making workplace safety a top priority to ensure continued operation for customers
|
|
• |
Long-Term Incentive (LTI) Mix
: The Company determined that the LTI program could potentially hinder the Company’s ability to attract and retain its executive officers, particularly in the
current volatile economic environment. For the 2020 equity grants, the Committee determined that 60% of equity for NEOs should be awarded in performance stock units, which only vest at the end of the three-year performance period ending
December 31, 2023, to the extent that the performance criteria are met. The Committee determined that the other 40% of equity should be awarded in restricted stock that does not vest until the end of a three-year period of restriction.
This represents a departure from our historical program, which was 100% tied to performance stock units since 2014. The Committee determined that these changes were appropriate and necessary to better align the Company to prevailing
market pay practices and to enhance the retention effect of the long-term incentive program, while continuing to place the majority of LTI compensation on awards tied to objective and challenging performance goals. Additionally, the
Committee concluded that because the value of the restricted stock is ultimately tied to the Company’s three-year performance, it provided an additional performance based incentive to executives as well as a valuable retention tool since
the restricted stock does not vest unless the executive remains employed with the Company at the end of the three-year restricted period.
|
|
• |
Stock Ownership Guidelines
: The Committee determined it was necessary to revise the Company’s Stock Ownership Guidelines for Executive Officers in order to bring those guidelines into better
alignment with market practice of similarly sized organizations and to better reflect our management team structure and reporting relationships. While the Chief Executive Officer continues to be required to hold shares of Common Stock
equal to a multiple of six times his base salary, the “hold-to-retirement” requirement for all Common Stock was removed. Officers who are direct reports to the CEO are now required to hold shares of Common Stock equal to a multiple of two
times his or her base salary; and each other officer is required to hold shares of Common Stock equal to a multiple of one times his or her base salary, within five years from an officer’s date of election or appointment (in each such
case, including restricted stock and performance stock units). Previously Senior Vice Presidents were required to hold four times their salary, all other executive officers were required to hold two times their salary, and all
requirements were required to be met within three years of an officer’s election.
|
• |
Paul Manning, Chairman, President, and Chief Executive Officer;
|
• |
Stephen J. Rolfs, Senior Vice President and Chief Financial Officer;
|
• |
Michael C. Geraghty, President, Color Group;
|
• |
E. Craig Mitchell, President, Flavors & Extracts Group; and
|
• |
John J. Manning, Senior Vice President, General Counsel, and Secretary.
|
• |
As further discussed above in “Responding to COVID-19,” our management team and employees worked diligently throughout the pandemic to ensure that our employees remained safe, our facilities remained open, and
our supply chain continued to function. As a result of these efforts, we were able to serve as a consistent and reliable supplier to our customers throughout the pandemic for their food, pharmaceutical, and personal care ingredient needs.
The impact of COVID-19 on our business was mixed in 2020. While some product lines benefitted from strong consumer demand, the net impact of the pandemic was negative to our results because of the significant drop in demand for cosmetic
makeup ingredients, which impacted our Personal Care product line.
|
• |
The Flavors & Extracts Group had a strong year reporting revenue growth of 6% and adjusted local currency revenue
1
growth of 8.8% as well as operating profit growth of 21.4% and adjusted local
currency operating profit
1
growth of 13.1%. The food and pharmaceutical business in the Color Group as well as the Asia Pacific Group both recorded solid revenue and operating profit growth in 2020.
|
• |
Our cash flow from operations increased 23% to $218.8 million in 2020. We paid down over $90 million of debt and our debt to EBITDA (as defined in our debt covenants) ratio improved to 2.4.
|
• |
Despite COVID-19, we made significant progress in 2020 on the divestiture of the three businesses we announced in 2019, completing the sales of the inks business and yogurt fruit preparations business. We also
signed a definitive agreement to sell our fragrances business and anticipate the transaction will close in the first half of 2021.
|
• |
Our stock price increased from $66.09 to $73.77 per share during 2020, reflecting a year-over-year stock price appreciation of 12%, and a one-year total shareholder return of 15%, including the impact of our dividends, which we
continued to pay throughout the year.
|
Total Reported Compensation
|
Total Realized Compensation
|
% Difference in Realized Pay vs.
Reported Pay
|
$7,304,550
|
$2,388,484
|
-67.30%
|
• |
Between 2014-2019, 100% of our long-term equity incentive awards were granted as performance stock unit awards with a three-year performance and vesting period. As explained above, in 2020, the Compensation
Committee decided to reduce this amount from 100% to 60%, with 40% granted in the form of restricted stock with a three-year vesting period, in order to better align the Company’s compensation with general market practice and to
strengthen the retention component of our long-term incentive program. However, at 60% of long-term incentive awards, the largest component of compensation for our named executive officers remains performance stock unit awards with a
three-year performance and vesting period.
|
• |
Robust stock ownership guidelines for officers and directors.
|
• |
Pro-rated vesting of equity awards to officers whose employment with the Company terminates because of death, disability, or retirement after reaching retirement age during the performance period.
|
• |
Previously, we eliminated or restricted a number of compensation programs:
|
|
• |
We closed our supplemental executive retirement plan to new participants on December 4, 2014, and froze the benefits payable to existing SERP participants effective as of December 31, 2015 (December 31, 2016 for
Mr. Rolfs).
|
|
• |
We eliminated a cash subaccount option from the Directors’ Deferred Compensation Plan, so that all future deferred directors’ fees will be held in Common Stock.
|
|
• |
We terminated the Non-Employee Directors’ Retirement Plan effective June 30, 2014.
|
|
• |
We eliminated all tax gross-ups on perquisites given to our named executive officers.
|
|
• |
We amended the 2012 Non-Employee Directors Stock Plan to provide for annual awards based on a fixed dollar value rather than a fixed number of shares.
|
• |
On-going Board refreshment efforts have resulted in the appointment of seven new independent directors since 2013: Mr. Cichurski in 2013, Dr. Carleone and Ms. McKeithan-Gebhardt in 2014, Drs. Ferruzzi and Landry
in 2015, Mr. Morrison in 2016, and Ms. Jackson in 2019. The current average tenure for the Board is approximately 9 years. We continue to welcome input from our shareholders regarding potential candidates for the Board of Directors.
|
• |
In 2020, we were proud to be named a “2020 Women on Boards Winning Company” for the ninth year in a row, in recognition of the number of women on our Board. Forty percent of the Board’s ten nominees for director
are women.
|
• |
We have a majority standard for the election of directors in non-contested elections combined with a director resignation policy.
|
|
• |
We have strong independent Board leadership through a lead independent director.
|
Compensation Program Feature
|
Description
|
|
“Hold-to-retirement” policy
|
Independent directors are required to hold at least 75% of any additional net shares awarded to them until the director retires from the Board.
|
|
No equity short sales, hedging,
or pledging
|
Since 2010, our stock ownership guidelines for officers and independent directors have explicitly prohibited short sales, hedging, and pledging transactions involving our securities.
|
|
Proactive engagement
|
In addition to our annual say-on-pay vote, our senior management engages directly with institutional shareholders and other key stakeholders throughout the year to gather feedback
regarding our performance and executive compensation programs.
|
|
Performance measures
|
Performance measures for incentive compensation are closely linked to challenging strategic and near-term operating objectives, and are designed to create long-term shareholder
value.
|
Compensation Committee member-
ship and independent compensation
consultant
|
Our Compensation Committee is composed entirely of independent, non- employee directors and engages an independent compensation consultant to perform an annual independent risk
assessment of our executive compensation program.
|
|
Annual review and modification of
executive compensation
|
Our Compensation Committee reviews and modifies executive compensation on an annual basis to achieve program objectives.
|
|
No discretionary or multi-year
guaranteed bonuses
|
We have no discretionary bonuses and no multi-year guaranteed bonuses for any of our executive officers.
|
|
Proration of performance-
based equity awards and
annual cash incentive awards
|
We prorate performance-based equity awards and annual cash incentive awards to executives who leave the Company due to retirement, death, or disability during the applicable
performance period.
|
|
No tax gross-ups
|
We do not have any tax gross-ups in any of our change of control agreements with any of our executive officers, and we do not provide any tax gross-ups on perquisites to our named
executive officers.
|
|
No equity repricing or exchange
|
Our equity incentive plans prohibit repricing or exchange of underwater stock options or stock appreciation rights.
|
|
Double-Triggers
|
Our change of control agreements have a “double-trigger” such that benefits payable under such agreements are not paid unless a change in control is also accompanied by a qualifying
termination of employment within 36 months.
|
|
Clawbacks
|
In the event of certain financial restatements as a result of misconduct by any former or current executive officer, the Compensation Committee will seek to recover any bonus or
other incentive-based or equity-based compensation received by the offending officer, and any profits realized by the offending officer from the sale of Sensient securities, during the 12-month period following the first public issuance
or filing of the noncompliant financial document.
|
|
Stock ownership guidelines
|
Our Chief Executive Officer is required to hold shares of Common Stock equal to a multiple of six times his salary; any officer who is a direct report to the CEO is required to hold
shares of Common Stock equal to a multiple of two times his or her salary; and each other officer is required to hold shares of Common Stock equal to a multiple of one times his or her salary, within five years from an officer’s date of
election (in each such case, including restricted stock and performance stock units). Each independent director is required to hold at least 1,000 shares of Common Stock within a year following his or her initial election to the Board and
shares with a value of at least five times the annual retainer for directors after five years of service on the Board (in each such case, excluding unexercised stock options but including restricted stock).
|
• |
to measure and reward performance by each of its executive officers and by the management team as a whole;
|
• |
to align Sensient’s interests with the interests of executives and other employees through compensation programs that recognize individual contributions toward the achievement of corporate goals and objectives
without encouraging the assumption of unnecessary or excessive risks;
|
• |
to further link executive and shareholder interests through equity-based compensation and long-term stock ownership arrangements;
|
• |
to attract and retain high caliber executive and employee talent; and
|
• |
to encourage management practices, controls, and oversight that prioritize ethical behavior and minimize the risks present in Sensient’s business.
|
• |
achievement of strategic and financial plans, and specific financial and performance targets, without taking unnecessary or excessive risks;
|
• |
each executive officer’s role and his or her experience and tenure in the position and with the Company;
|
• |
the total salary and other compensation for the executive officer during the prior fiscal year;
|
• |
an analysis of pay at peer group companies, industry pay survey data, and market compensation practices for executive officers; and
|
• |
how the executive officer may contribute to Sensient’s future success.
|
• |
public companies of comparable size (based primarily on most recently reported revenues ranging from approximately $540 million to $2.9 billion, with a median of $1.8 billion; market capitalizations with a
median of $1.8 billion as of October 2020; and most recently reported operating incomes with a median of $141 million);
|
• |
public companies that operate in the specialty chemicals industry or an adjacent industry;
|
• |
public companies with which it competes for business, resources, and talent;
|
• |
public companies with generally consistent financial performance or other business attributes (based primarily on gross, operating, and net profits; gross, operating, and net margins; full-time employees and
total assets; and total shareholder return); and
|
• |
public companies included in Sensient’s peer group by proxy advisors.
|
|
• |
2021 base salaries;
|
|
• |
annual management incentive plan target awards authorized in February 2021, for performance during 2021;
|
|
• |
2020 performance stock unit awards with a three-year performance period (January 1, 2021 – December 31, 2023) (which will vest, if at all, in February 2024); and
|
|
• |
2020 restricted stock awards with a three-year vesting period (which will vest, if at all, in December 2023).
|
Avient Corporation
|
Hawkins, Inc.
|
Minerals Technologies Inc.
|
Stepan Company
|
Balchem Corporation
|
Ingevity Corporation
|
Nu Skin Enterprises, Inc.
|
USANA Health Sciences, Inc.
|
Edgewell Personal Care Company
|
Innospec Inc.
|
Quaker Chemical Corporation
|
W. R. Grace & Co.
|
Ferro Corporation
|
Koppers Holdings Inc.
|
Rayonier Advanced Materials Inc.
|
|
H.B. Fuller Company
|
Kraton Corporation
|
Revlon, Inc.
|
|
• |
the provision of other services to the corporation or its affiliates by the person that employs the compensation consultant;
|
|
• |
the amount of fees received from the corporation or its affiliates by the person that employs the compensation consultant, as a percentage of the total revenue of the person that employs the compensation consultant;
|
|
• |
the policies and procedures of the person that employs the compensation consultant that are designed to prevent conflicts of interest;
|
|
• |
any business or personal relationship of the compensation consultant with a member of the Committee;
|
|
• |
any corporation stock owned by the compensation consultant; and
|
|
• |
any business or personal relationship of the compensation consultant with an executive officer of the corporation.
|
Component
|
Type
|
Objective
|
||||
1.
|
Base Salary
|
Fixed
|
- Attract and retain talented executives by providing base pay at market levels
|
|||
2.
|
Annual Cash Incentive
Plan Awards
|
Performance-Based
|
-
Drive Company and individual annual performance
-
Focus on growing 2020 adjusted EBITDA (50% weight), adjusted revenue (30% weight), and adjusted cash flow (20% weight)
|
|||
3.
|
Long-Term Equity
Incentive Awards
|
60% Performance-Based
and 40% Restricted
Stock
|
-
Align executive officers’ interests with those of the Company and its shareholders over a three-year vesting period
-
Performance-based awards focus on Company’s operating performance in terms of adjusted EBITDA growth (70% weight) and
adjusted return on invested capital (30% weight) over a three-year performance period (January 1, 2021 – December 31, 2023)
|
|||
4.
|
Retirement Benefits
|
Fixed
|
- Attract and retain talented executives by providing retirement benefits to executives who have contributed to the Company’s success over an extended period of time
|
|||
5.
|
Other Benefits
|
Fixed
|
- Attract and retain talented executives by providing other benefits (e.g., health insurance) at market levels
|
• |
adjusted EBITDA improvement (50% weight),
|
• |
adjusted revenue improvement (30% weight), and
|
• |
adjusted cash flow improvement (20% weight).
|
• |
adjusted operating profit improvement (70% weight), and
|
• |
adjusted revenue improvement (30% weight).
|
Corporate
Performance Goals
|
2020 Target(1) and Percentage of
Target Award Earned
|
2020
Calculation(2)
|
Percentage
Weight of
Award
Formula
|
Adjusted EBITDA
improvement
|
0% increase minimum, 25%;
4% increase target, 100%;
|
$222.6 million
(5.0% increase) |
50%
|
8% increase maximum, 200%
|
|||
Adjusted revenue
|
0% increase minimum, 25%;
|
$1.2 billion
|
30%
|
improvement
|
4.5% increase target, 100%;
|
(5.6% increase)
|
|
8% increase maximum, 200%
|
|||
Adjusted cash flow
|
0% increase minimum, 25%;
|
$211.9 million
|
20%
|
improvement
|
5% increase target, 100%;
|
(35.6% increase)
|
|
10% increase maximum, 200%
|
|||
Group
Performance Goals
|
2020 Target(1) and Percentage of
Target Award Earned
|
2020
Calculation(2)
|
Percentage
Weight of
Award
Formula
|
Color Group
|
|||
Adjusted operating profit
|
0% increase minimum, 25%;
|
$102.1 million
|
70%
|
improvement
|
6.7% increase target, 100%;
|
(2.8% increase)
|
|
9.9% increase maximum, 200%
|
|||
Adjusted revenue
|
0% increase minimum, 25%;
|
$502.3 million
|
30%
|
improvement
|
5.0% increase target, 100%;
|
(2.4% increase)
|
|
7.1% increase maximum, 200%
|
|||
Flavor & Extracts Group
|
|||
Adjusted operating profit
|
0% increase minimum, 25%;
|
$82.7 million
|
70%
|
improvement
|
9.6% increase target, 100%;
|
(13.1% increase)
|
|
12.9% increase maximum, 200%
|
|||
Adjusted revenue
|
0% increase minimum, 25%;
|
$642.5 million
|
30%
|
improvement
|
4.5% increase target, 100%;
|
(8.8% increase)
|
|
6.6% increase maximum, 200%
|
|
(1) |
A minimum, target, and maximum payment level were set for each performance goal for purposes of determining awards as shown above. 2020 performance below the minimum level would have resulted in no payment for
that performance goal, while 2020 performance equal to or above the maximum level would have resulted in a payment of 200% of the target award for that performance goal. When performance fell between various payment levels, interpolation
was used to calculate the payment level. Actual payments to our named executive officers earned based on 2020 performance were 83.2% of the target award amount for Mr. Geraghty, 182.8% of the target award amount for Mr. Mitchell, and
142.6% of the target award amounts for our other named executive officers and are reflected in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”
|
|
(2) |
The annual incentive plans provide that in comparing performance against the targeted performance goals, the Compensation Committee may exclude from the comparison any item that was not considered for the
establishment of the performance goals and is related to an activity or event that is outside of the Company’s ordinary course of business as it deems appropriate. In evaluating 2020 results, the Committee removed the impact and results
of divestiture activities, costs of the Company’s operational improvement plan to further consolidate manufacturing facilities and improve efficiencies within the Personal Care business unit (the Operational Improvement Plan), the portion
of the COVID-19 Pandemic Payment that was paid to employees who were not otherwise eligible to participate in the Company’s sales and management incentive plans, and the impact of CARES Act deferrals. As explained above, to account for
the outsized adverse impact of COVID-19 on the Personal Care business unit within the Color Group, the Committee determined that for purposes of calculating payments pursuant to the 2020 annual incentive plan, the actual first quarter
results from 2020 for the Personal Care business unit within the Color Group should be extrapolated for the year in the calculation of EBITDA, operating profit, and revenue.
|
• |
adjusted EBITDA growth (70% weight) and
|
• |
adjusted return on invested capital (30% weight).
|
Percentage
Weight of
PSU Award
Formula
|
|||
Three-Year
Performance Goal
|
2021-2023 Target(1) and
Percentage of Performance Goal Earned
|
2020
Baseline(2)
|
|
Local currency
adjusted EBITDA
growth
|
Less than -5% Compound Annual Growth Rate (CAGR) on 2020 EBITDA minimum, 0%;
-2% CAGR on 2020 EBITDA, 25%;
3% CAGR on 2020 EBITDA target, 100%;
|
$217.4 million
|
70%
|
6% or more CAGR on 2020 EBITDA maximum, 200%
|
|||
Adjusted return on
|
25 basis points decrease on 2020 ROIC minimum, 0%;
|
9.7%
|
30%
|
invested capital
|
No change on 2020 ROIC, 25%;
|
||
25 basis points increase on 2020 ROIC target, 100%;
|
|||
100 basis points or more increase on 2020 ROIC maximum, 200%
|
|
(1) |
Each three-year performance goal for 2021-2023 is subject to a minimum, target, and maximum level for purposes of determining any awards as shown above. Three-year performance below the minimum level would
result in no award for that performance goal, while three-year performance equal to or above the maximum level would result in an award of 200% of the target level for that performance goal. Interpolation will be used to calculate the
award if the performance falls between the various levels.
|
|
(2) |
Our stock plans provide that in comparing performance against the targeted performance goals, the Compensation Committee shall adjust performance targets to mitigate the unbudgeted impact of material, unusual or
nonrecurring gains and losses, accounting changes, the effect of foreign currency translation, or other extraordinary events not foreseen at the time the targets were set, unless the Committee provides otherwise at the time of
establishing the targets. In evaluating actual performance against the performance goals, the Committee removed the impact and results of divestiture activities, Operational Improvement Plan costs, the portion of the COVID-19 Pandemic
Payment that was paid to employees who were not otherwise eligible to participate in the Company’s sales and management incentive plans, and the impact of foreign currency translation from EBITDA. These adjustments resulted in an
increase in our 2020 baseline, which will be measured against during the performance period.
|
Percentage
Weight of
PSU Award
Formula
|
|||
Three-Year
Performance Goal
|
2018-2020 Target(1) and
Percentage of Performance Goal Earned
|
2018-2020
Calculation(2)
|
|
Local currency adjusted
EBIT growth
|
Less than -5% Compound Annual Growth Rate (CAGR) on 2017 EBIT minimum, 0%;
0% CAGR on 2017 EBIT, 25%;
5% CAGR on 2017 EBIT target, 100%;
8% or more CAGR on 2017 EBIT maximum, 150%
|
$166.7 million
(7.1% CAGR decrease) No Award |
70%
|
Adjusted return on
|
25 basis points decrease on 2017 ROIC minimum, 0%;
|
9.7%
|
30%
|
invested capital
|
No change on 2017 ROIC, 25%;
|
(120 bps
|
|
25 basis points increase on 2017 ROIC target,100%
|
decrease)
|
||
50 basis points or more increase on 2017 ROIC maximum, 150%
|
No Award
|
|
(1) |
Each three-year performance goal for 2018-2020 was subject to a minimum, target, and maximum level for purposes of determining any awards as shown above. Three-year performance equal to or below the minimum
level resulted in no award for that performance goal.
|
|
(2) |
Our stock plans provide that in comparing performance against the targeted performance goals, the Compensation Committee shall adjust performance targets to mitigate the unbudgeted impact of material, unusual or
nonrecurring gains and losses, accounting changes, the effect of foreign currency translation, or other extraordinary events not foreseen at the time the targets were set, unless the Committee provides otherwise at the time of
establishing the targets. In evaluating actual performance against the performance goals, the Committee removed the impact and results of divestiture activities, the Operational Improvement Plan costs, the portion of the COVID-19 Pandemic
Payment that was paid to employees who were not otherwise eligible to participate in the Company’s sales and management incentive plans, and the impact of foreign currency translation from EBIT.
|
• |
the Chief Executive Officer should own stock with a value of at least six times his annual base salary;
|
• |
officers who are direct reports to the CEO should own stock with a value of at least two times their annual base salaries; and
|
• |
other executive officers should own stock with a value of at least one times their annual base salaries
|
|
• |
PROHIBIT hedging transactions using Company stock,
|
|
• |
PROHIBIT the use of Company stock as collateral in a margin account,
|
|
• |
PROHIBIT loans of Company stock for purposes of short selling, and
|
|
• |
No categories of hedging transactions are specifically permitted under the Company’s stock ownership guidelines for officers.
|
|
• |
PROHIBIT hedging transactions using Company stock,
|
|
• |
PROHIBIT the use of Company stock as collateral in a margin account,
|
|
• |
PROHIBIT loans of Company stock for purposes of short selling, and
|
|
• |
No categories of hedging transactions are specifically permitted under the Company’s stock ownership guidelines for independent directors.
|
Name and
Principal Position
|
Year
|
Salary ($)(1)
|
Bonus ($)(2)
|
Stock Awards
($)(3)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation ($)(4)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
|
All Other
Compensation
($)(6)(7)
|
Total ($)
|
||||||||||||||||||||||||
Paul Manning
|
2020
|
$
|
945,000
|
-
|
$
|
3,550,066
|
-
|
$
|
1,347,665
|
$
|
1,366,000
|
$
|
95,819
|
$
|
7,304,550
|
||||||||||||||||||
Chairman, President and
|
2019
|
945,000
|
-
|
3,200,011
|
-
|
52,226
|
1,511,000
|
110,902
|
5,819,139
|
||||||||||||||||||||||||
Chief Executive Officer
|
2018
|
945,000
|
-
|
3,003,438
|
-
|
567,000
|
-
|
97,237
|
4,612,675
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
Stephen J. Rolfs
|
2020
|
475,000
|
-
|
1,000,032
|
-
|
440,308
|
164,000
|
53,854
|
2,133,194
|
||||||||||||||||||||||||
Senior Vice President
|
2019
|
475,000
|
-
|
897,919
|
-
|
17,063
|
234,000
|
55,218
|
1,679,200
|
||||||||||||||||||||||||
and Chief Financial Officer
|
2018
|
475,000
|
-
|
896,732
|
-
|
185,250
|
7,000
|
52,911
|
1,616,893
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
Michael C. Geraghty
|
2020
|
445,000
|
-
|
635,071
|
-
|
275,678
|
120,000
|
46,481
|
1,522,230
|
||||||||||||||||||||||||
President, Color
|
2019
|
438,269
|
-
|
605,282
|
-
|
4,634
|
172,000
|
44,791
|
1,264,976
|
||||||||||||||||||||||||
Group
|
2018
|
428,077
|
-
|
601,916
|
-
|
80,252
|
5,000
|
46,642
|
1,161,887
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
John J. Manning
|
2020
|
405,000
|
-
|
495,068
|
-
|
375,421
|
160,000
|
48,766
|
1,484,255
|
||||||||||||||||||||||||
Senior Vice President,
|
2019
|
385,000
|
-
|
392,427
|
-
|
13,830
|
189,000
|
47,299
|
1,027,556
|
||||||||||||||||||||||||
General Counsel and Secretary
|
2018
|
350,000
|
-
|
374,662
|
-
|
136,500
|
-
|
37,272
|
898,434
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
E. Craig Mitchell
|
2020
|
|
365,000
|
-
|
635,071
|
-
|
533,653
|
-
|
46,325
|
1,580,049
|
|||||||||||||||||||||||
President, Flavors &
|
2019
|
350,000
|
120,000
|
532,107
|
-
|
62,901
|
-
|
42,870
|
1,107,878
|
||||||||||||||||||||||||
Extracts Group
|
|
-
|
(1) |
Includes amounts paid to Mr. Geraghty in 2018 and 2019 for accrued and unused paid time off.
|
(2) |
Includes the sign-on bonus paid to Mr. Mitchell in 2019, in connection with the commencement of his employment with Sensient in 2018.
|
(3) |
The amounts in the table reflect the grant date fair value of stock awards to the named executive officer. Accounting Standards Codification (“ASC”) 718 requires recognition of compensation expense over
the vesting period (or until retirement age) for stock awards granted to employees based on the estimated fair value of the equity awards at the time of grant. The ultimate values of the stock awards to the executives generally will
depend on the future market price of our Common Stock and achievement of performance conditions, which cannot be forecasted with reasonable accuracy. With respect to performance stock units, the amounts in the table assume the target
level of performance conditions will be achieved. The values of the performance stock units at the grant date in 2020, 2019, and 2018, respectively, assuming the maximum level of performance conditions will be achieved are as follows:
Mr. Paul Manning — $4,260,049, $6,400,022, and $4,505,157; Mr. Rolfs — $1,200,068, $1,795,838, and $1,345,098; Mr. Geraghty — $762,027, $1,210,564, and $902,874; Mr. John J. Manning —$594,023, $784,854, and $561,993; and Mr. Mitchell —
$762,027 and $1,064,214. This is Mr. Mitchell’s second year as a named executive officer
.
|
(4) |
Amounts shown represent the amounts earned under the Company’s annual management incentive plans with respect to the years indicated. In 2018, the targets for the year were set in December of 2017. In
2019 and 2020, the targets were set in February of 2019 and 2020, respectively.
|
(5) |
Represents the increase in the actuarial present value of pension benefits during the specified fiscal year and the above market earnings on nonqualified deferred compensation. For the continuing
participants collectively, most of the changes in pension value for 2018, 2019, and 2020 were a result of decreases in long-term federal interest rates. This benefit will not increase as a result of compensation increases after 2015
(after 2016 for Mr. Rolfs) because the SERP was frozen by the Board in 2014. See the “Pension Benefits” and “Nonqualified Deferred Compensation” tables below for further discussion regarding Sensient’s pension and deferred compensation
plans.
|
(6) |
Includes Company contributions under certain benefit plans and other arrangements for the named executive officers. These contributions are set forth in the following table. The Company’s ESOP and
Savings Plan are qualified plans subject to government imposed annual limitations on contributions. The Company’s Supplemental Benefits Plan, which is a non-qualified plan, replaces benefits that cannot be provided by the qualified ESOP
and Savings Plan because of these annual limitations. The amounts shown in the table below as contributed to the ESOP and Savings Plan that exceed the applicable annual limits were contributed to the Supplemental Benefits Plan. The
amounts related to retirement plan benefits listed under the column entitled “All Other Compensation” in the “Summary Compensation Table” above are listed in the table below:
|
Name
|
Year
|
ESOP
|
Savings Plan
|
Total
|
|||||||||
P. Manning
|
2020
|
$
|
9,972
|
$
|
39,889
|
$
|
49,861
|
||||||
|
2019
|
15,120
|
60,480
|
75,600
|
|||||||||
|
2018
|
14,737
|
58,948
|
73,685
|
|||||||||
S. J. Rolfs
|
2020
|
4,921
|
19,683
|
24,604
|
|||||||||
|
2019
|
6,603
|
26,410
|
33,013
|
|||||||||
|
2018
|
6,478
|
25,913
|
32,391
|
|||||||||
M. C. Geraghty
|
2020
|
4,496
|
17,985
|
22,481
|
|||||||||
|
2019
|
5,103
|
20,410
|
25,513
|
|||||||||
|
2018
|
6,132
|
24,529
|
30,661
|
|||||||||
J. J. Manning
|
2020
|
4,188
|
16,753
|
20,941
|
|||||||||
|
2019
|
5,215
|
20,860
|
26,075
|
|||||||||
|
2018
|
4,595
|
18,381
|
22,976
|
|||||||||
E. C. Mitchell
|
2020
|
4,279
|
17,116
|
21,395
|
|||||||||
|
2019
|
3,592
|
14,368
|
17,960
|
|||||||||
(7) |
Includes non-retirement plan benefits. The non-retirement plan benefits include financial planning, personal use of Company automobiles or allowances for individually leased vehicles, an executive
physical, and reimbursement of club membership dues and expenses. In addition, Mr. John Manning’s son was a recipient of a four-year scholarship stipend from the Sensient Technologies Foundation in connection with the Sensient
Technologies Corporation Scholarship Program beginning in 2020. The program is opened on a yearly basis to high-school students who are children of regular, full-time employees of the Company. The National Merit Scholarship Corporation,
an independent, not-for-profit organization, chooses the recipients of the scholarship stipends. The named executive officers did not receive any tax gross-ups related to these various other benefits. Does not include health and welfare
plan benefits that are generally available to all salaried employees and do not discriminate in scope, terms, or operation in favor of executive officers. The amounts listed under the column entitled “All Other Compensation” in the
“Summary Compensation Table” related to non-retirement plan benefits are listed in the table below:
|
Name
|
Year
|
Financial Planning
($)
|
Automobile
($)
|
Executive Physical
($)
|
Club
($)
|
Scholarship
($)
|
Tax
Gross-Up Payments
($)
|
Total
($)
|
|||||||||||||||||||||
P. Manning
|
2020
|
$
|
7,785
|
$
|
27,000
|
$
|
1,500
|
$
|
9,673
|
$
|
-
|
$
|
-
|
$
|
45,958
|
||||||||||||||
|
2019 |
3,335
|
24,406
|
-
|
7,561
|
-
|
-
|
35,302
|
|||||||||||||||||||||
|
2018 |
2,660
|
15,985
|
174
|
4,733
|
-
|
-
|
23,552
|
|||||||||||||||||||||
S. J. Rolfs
|
2020
|
5,250
|
24,000
|
-
|
-
|
-
|
-
|
29,250
|
|||||||||||||||||||||
|
2019 |
3,734
|
18,356
|
115
|
-
|
-
|
-
|
22,205
|
|||||||||||||||||||||
|
2018 |
5,670
|
14,850
|
-
|
-
|
-
|
-
|
20,520
|
|||||||||||||||||||||
M. C. Geraghty
|
2020
|
-
|
24,000
|
-
|
-
|
-
|
-
|
24,000
|
|||||||||||||||||||||
|
2019
|
2,640
|
16,638
|
-
|
-
|
-
|
-
|
19,278
|
|||||||||||||||||||||
|
2018 |
-
|
15,981
|
-
|
-
|
-
|
-
|
15,981
|
|||||||||||||||||||||
J. J. Manning
|
2020
|
1,825
|
21,000
|
-
|
-
|
5,000
|
-
|
27,825
|
|||||||||||||||||||||
|
2019
|
2,825
|
18,399
|
-
|
-
|
-
|
-
|
21,224
|
|||||||||||||||||||||
|
2018
|
1,675
|
12,621
|
-
|
-
|
-
|
-
|
14,296
|
|||||||||||||||||||||
E. C. Mitchell
|
2020
|
930
|
24,000
|
-
|
-
|
-
|
-
|
24,930
|
|||||||||||||||||||||
|
2019 |
910
|
24,000
|
-
|
-
|
-
|
-
|
24,910
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
All Other
Stock
Awards:
Number
of Shares
of Stock
|
All Other
Option
Awards:
Number of
Securities
|
Exercise or
Base Price
of Option
Awards
($/Sh)
|
Grant Date
Fair Value
of Stock
|
||||||||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
or
Units(3)
(#)
|
Underlying
Options
(#)
|
and
Option
Awards(4)
|
|||||||||||||||||||||||||||||||
P. Manning
|
2/13/20
|
$
|
0
|
$
|
945,000
|
$
|
1,890,000
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||||||||||||||
|
12/10/20
|
-
|
-
|
-
|
0
|
29,059
|
58,118
|
19,373
|
-
|
-
|
3,550,066
|
||||||||||||||||||||||||||||||
S. J. Rolfs
|
2/13/20
|
0
|
308,750
|
617,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
12/10/20
|
-
|
-
|
-
|
0
|
8,186
|
16,372
|
5,457
|
-
|
-
|
1,000,032
|
||||||||||||||||||||||||||||||
M. C. Geraghty
|
2/13/20
|
0
|
289,250
|
578,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
12/10/20
|
-
|
-
|
-
|
0
|
5,198
|
10,396
|
3,466
|
-
|
-
|
635,071
|
||||||||||||||||||||||||||||||
J. J. Manning
|
2/13/20
|
0
|
263,250
|
526,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
12/10/20
|
-
|
-
|
-
|
0
|
4,052
|
8,104
|
2,702
|
-
|
-
|
495,068
|
||||||||||||||||||||||||||||||
E. C. Mitchell
|
2/13/20
|
0
|
237,250
|
474,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
12/10/20
|
-
|
-
|
-
|
0
|
5,198
|
10,396
|
3,466
|
-
|
-
|
635,071
|
(1) |
These are awards authorized by the Compensation Committee on February 13, 2020, under the annual cash-based management incentive plans, which provide for incentive payments conditioned upon the
Company’s performance in 2020. The annual management incentive plans provide annual cash payments to executives based upon a percentage of each officer’s 2020 salary multiplied by a weighted average of achieving overall Company adjusted
EBITDA (50% weight), adjusted revenue improvement (30% weight), and cash flow improvement (20% weight) goals as described above. For Messrs. Michael Geraghty and Craig Mitchell, the amounts paid under the management incentive plans were
based upon performance goals that were split between Group (70%) and Corporate results (30%) and measured based on a weighted average of the Color and Flavor Groups’ achievement of two performance goals: adjusted operating profit
improvement (70% weight), and adjusted revenue improvement (30% weight). Additionally, Messrs. Geraghty and Mitchell were each eligible for a Working Capital Incentive based upon Days Inventory on Hand (DIH) reduction (70% weight) and
Days Payable on Hand (DPH) improvement (30% weight) with a target payout of $100,000 if the goals described in “Components of Executive Compensation and Benefits Program — Annual Incentive Plan Awards” were met. The target amounts are
based on 100% of 2020 salary for Mr. Paul Manning and 65% of 2020 salary for Messrs. Rolfs, Geraghty, John J. Manning, and Mitchell. The maximum amounts are 200% of the target amount for each officer.
|
(2) |
These are awards authorized by the Compensation Committee on December 10, 2020, under the Company’s 2017 Stock Plan, which provide for incentive payments conditioned upon the Company’s performance over
the 2021-2023 three-year period. These awards consist of performance stock units granted to the named executive officers, which become earned and vest after satisfaction of a weighted average of achieving two separate performance
metrics consisting of: (a) adjusted EBITDA growth (70% weight) and (b) adjusted return on invested capital (30% weight).
|
(3) |
These are awards of restricted stock authorized by the Compensation Committee on December 10, 2020, under the Company’s 2017 Stock Plan. These awards vest following a three-year period of restriction.
|
(4) |
The grant date fair value of the stock awards granted to the named executive officers equals the closing market price of our Common Stock on the December 10, 2020 grant date multiplied by the number of
shares of stock, or units, as applicable, awarded. Assuming target levels of performance, each performance stock unit would be converted into one share of Common Stock after the three-year performance period.
|
Option Awards
|
Stock Awards(1) | ||||||||||||||||||||||||
Name
|
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
|
|
|||||||||||||||||
P. Manning
|
12/7/17
|
-
|
-
|
$
|
-
|
-
|
39,100
|
(2)(3)
|
$
|
2,884,407
|
(3)
|
||||||||||||||
|
12/6/18
|
-
|
-
|
-
|
-
|
48,900
|
(2)
|
3,607,353
|
|||||||||||||||||
|
12/5/19 |
-
|
-
|
-
|
-
|
50,378
|
(2)
|
3,716,385
|
|||||||||||||||||
|
12/10/20 |
-
|
-
|
-
|
-
|
48,432
|
(2)
|
3,572,829
|
|||||||||||||||||
13,780,974
|
|||||||||||||||||||||||||
S. J. Rolfs
|
12/7/17
|
-
|
-
|
-
|
-
|
11,700
|
(2)(3)
|
863,109
|
(3)
|
||||||||||||||||
|
12/6/18 |
-
|
-
|
-
|
-
|
14,600
|
(2)
|
1,077,042
|
|||||||||||||||||
|
12/5/19 |
-
|
-
|
-
|
-
|
14,136
|
(2)
|
1,042,813
|
|||||||||||||||||
|
12/10/20 |
-
|
-
|
-
|
-
|
13,643
|
(2)
|
1,006,444
|
|||||||||||||||||
3,989,408
|
|||||||||||||||||||||||||
M. C. Geraghty
|
12/7/17
|
-
|
-
|
-
|
-
|
7,800
|
(2)(3)
|
575,406
|
(3)
|
||||||||||||||||
|
12/6/18 |
-
|
-
|
-
|
-
|
9,800
|
(2)
|
722,946
|
|||||||||||||||||
|
12/5/19 |
-
|
-
|
-
|
-
|
9,529
|
(2)
|
702,954
|
|||||||||||||||||
|
12/10/20 |
-
|
-
|
-
|
-
|
8,664
|
(2)
|
639,143
|
|||||||||||||||||
2,640,449
|
|||||||||||||||||||||||||
J. J. Manning
|
12/7/17
|
-
|
-
|
-
|
-
|
4,900
|
(2)(3)
|
361,473
|
(3)
|
||||||||||||||||
|
12/6/18 |
-
|
-
|
-
|
-
|
6,100
|
(2)
|
449,997
|
|||||||||||||||||
|
12/5/19 |
-
|
-
|
-
|
-
|
6,178
|
(2)
|
455,751
|
|||||||||||||||||
|
12/10/20 |
-
|
-
|
-
|
-
|
6,754
|
(2) |
498,243
|
|
||||||||||||||||
1,765,464
|
|
||||||||||||||||||||||||
|
|||||||||||||||||||||||||
E. C. Mitchell
|
12/6/18
|
-
|
-
|
-
|
-
|
8,200
|
(2) | 604,914 |
|
||||||||||||||||
|
12/5/19
|
-
|
-
|
-
|
-
|
8,377
|
(2) |
617,971
|
|
||||||||||||||||
|
12/10/20
|
-
|
-
|
-
|
-
|
8,664
|
(2) |
639,143
|
|
||||||||||||||||
|
1,862,028
|
|
(1) |
The value indicated in the table is based on the $73.77 per share closing price of a share of Common Stock on December 31, 2020 and assumes target levels of performance for the performance stock units.
|
(2) |
The 2017, 2018, and 2019 awards consisted of 100% performance stock units. The 2020 awards consist of 60% performance stock units and 40% restricted stock awards. The performance stock units are eligible
to vest based upon the Company’s achievement during a three-year performance period of certain performance criteria based on (a) adjusted EBITDA growth and (b) return on invested capital. The actual number of shares earned will be
determined and vest following the three-year performance period. The restricted stock awards will vest three years following the grant date.
|
(3) |
On February 11, 2021, these performance stock units vested at 0% of the target award amount shown above based upon the Company’s achievement of certain performance criteria based on adjusted EBITDA
growth and return on invested capital during a three-year performance period.
|
Option Awards
|
Stock Awards | |||||||||||||||
Name
|
Number of
Shares
Acquired on
Exercise
(#)
|
Value
Realized on Exercise
($)
|
Number
of Shares
Acquired on
Vesting
(#)
|
Value
Realized on
Vesting
($)
|
||||||||||||
P. Manning
|
- | $ | - | - |
$
|
-
|
||||||||||
S. J. Rolfs
|
- | - | - |
-
|
||||||||||||
M. C. Geraghty
|
- | - | - |
-
|
||||||||||||
J. J. Manning
|
- | - | - |
-
|
||||||||||||
E. C. Mitchell
|
- | - | - |
-
|
||||||||||||
Name
|
Plan
Name
|
Number of
Years
Credited
Service
(#)
|
Present Value
of Accumulated
Benefit
($)(1)
|
Payments During
Last Fiscal Year
($)
|
||||||||||||
P. Manning
|
SERP
|
6
|
$
|
8,844,000
|
$
|
-
|
||||||||||
S. J. Rolfs
|
SERP
|
19
|
2,988,000
|
-
|
||||||||||||
M. C. Geraghty
|
SERP
|
4
|
2,192,000
|
-
|
||||||||||||
J. J. Manning
|
SERP
|
2
|
1,310,000
|
-
|
||||||||||||
E. C. Mitchell
|
-
|
-
|
-
|
-
|
||||||||||||
Name
|
E
xecutive
Contributions
in Last FY
($)
|
Registrant
Contributions in
Last FY
($)(1)
|
Aggregate Earnings in Last FY
($)
|
Aggregate Withdrawals/ Distributions
($)
|
Aggregate
Balance at Last
FYE
($)
|
|||||||||||||||
P. Manning
|
$
|
-
|
$ | 61,600 |
$
|
50,492
|
$ | - |
$
|
616,259
|
||||||||||
S. J. Rolfs
|
-
|
19,013 |
48,960
|
- |
481,878
|
|||||||||||||||
M. C. Geraghty
|
-
|
11,926 |
22,643
|
- |
176,128
|
|||||||||||||||
J. J. Manning
|
-
|
12,075 |
10,026
|
- |
76,213
|
|||||||||||||||
E. C. Mitchell
|
-
|
3,959 |
775
|
- |
4,734
|
|||||||||||||||
(1)
|
The amount included in this column for each named executive officer is included in such named executive officer’s compensation set forth in the “Summary Compensation Table” above.
|
Termination Benefits
(3 x base salary & bonus)(1)
|
Health and Other
Benefit Plans
(3 x annual benefits)
|
SERP
(3 years’ service &
age credit)
|
Total | |||||||||||
$
|
6,267,735
|
$ | 336,780 | $ | 11,815,439 | $ | 18,419,954 |
(1)
|
The severance amount is calculated as three times the sum of the executive’s base salary plus the highest annual bonus for the last five years or since reaching age 50, whichever is
greater.
|
Executive
|
Severance
Amount(1
)
|
Pension
Enhancement(2)
|
Value of
Stock
Awards
That Vest
Early(3)
|
Estimated
Employee
Benefits
|
Estimated
Excise Taxes,
Grossed-Up
For Other
Taxes
Thereon(4)
|
Total
Estimated
Payments
|
||||||||||||||||||
P. Manning
|
$
|
6,267,735
|
$
|
12,123,576
|
$
|
13,780,974
|
$
|
336,780
|
$
|
-
|
$
|
32,509,065
|
||||||||||||
S. J. Rolfs
|
2,912,070
|
324,627
|
3,989,408
|
199,440
|
-
|
7,425,545
|
||||||||||||||||||
M. C. Geraghty
|
2,396,916
|
252,088
|
2,640,450
|
108,383
|
-
|
5,397,837
|
||||||||||||||||||
J. J. Manning
|
1,778,100
|
1,698,168
|
1,765,464
|
149,303
|
-
|
5,391,035
|
||||||||||||||||||
E.C. Mitchell
|
1,283,703
|
53,878
|
1,862,029
|
136,766
|
-
|
3,336,376
|
||||||||||||||||||
(1) |
The severance amount is calculated as three times the sum of the executive’s base salary plus the highest annual bonus for the last five years or since reaching age 50, whichever is greater.
|
(2) |
The pension enhancement is calculated based on the value of three additional years of employer contributions under Sensient’s benefit plans. For the named executive officers other than Mr. Mitchell,
the pension enhancement also includes calculation of the SERP benefits using the 2015 salary (2016 salary for Mr. Rolfs) and the bonus paid in February 2015.
|
(3) |
Performance stock units awarded in 2018, 2019, and 2020 are subject to accelerated vesting at target performance levels upon a change of control, whether or not followed by a qualifying severance,
during their respective three-year performance period. Pursuant to the terms of the restricted stock awards, the Compensation Committee may, among other actions, provide for the acceleration of any time period relating to the vesting of
a restricted stock award or may provide for the purchase or termination of such awards for an amount of cash that could have been received had the award been currently exercisable. The above table assumes early vesting of such awards.
|
(4) |
None of the Company’s change of control agreements provide for any tax gross-ups.
|
Plan category
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
Weighted-average
exercise price
of outstanding
options, warrants
and rights
|
Number of
securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
|
|||||||||
|
(a) | (b) | (c) | |||||||||
Equity compensation plans approved
by the Company’s shareholders
|
451,176 | (1) | - | (2) | 1,359,022 | (3) | ||||||
Equity compensation plans not approved by the Company’s shareholders
|
-
|
-
|
-
|
|||||||||
Total
|
451,176
|
(1)
|
-
|
(2)
|
1,359,022
|
(3)
|
(1) |
Includes 340,704 performance stock unit awards under the Company’s 2017 Stock Plan at their target values. The ultimate amount of performance stock units that could vest can range from 0% to 150% of
target amount for the 2017 and 2018 awards and from 0% to 200% of target amount for the 2019 and 2020 awards, or from 0 units to 595,973 units for all awards. Excludes deferred shares, which have no exercise price.
|
(2) |
There are no outstanding options, and the restricted stock awards and performance stock units do not have an exercise price.
|
(3) |
Includes the following as of December 31, 2020: (i) up to 1,122,244 shares of restricted stock and performance stock units that may be issued under the Company’s 2017 Stock Plan (after reserving
595,973 shares of Common Stock, the maximum shares that could be earned under outstanding performance stock unit awards); and (ii) up to 200,000 shares of deferred stock issuable under the Company’s 1999 Amended and Restated Directors
Deferred Compensation Plan; and (iii) up to 36,778 shares that may be issued in the form of restricted stock under the Company’s 2012 Non- Employee Directors Stock Plan.
|
• |
to measure and reward performance from each of our executive officers and from the management team as a whole;
|
• |
to align Sensient’s interests with the interests of executives and other employees through compensation programs that recognize individual contributions toward the achievement of corporate goals and
objectives without encouraging unnecessary or excessive risks;
|
• |
to further link executive and shareholder interests through equity-based compensation and long-term stock ownership arrangements;
|
• |
to attract and retain high caliber executive and employee talent; and
|
• |
to encourage management practices, controls, and oversight that prioritize ethical behavior and minimize the risks present in Sensient’s business.
|
|
By Order of the Board of Directors |
|
John J. Manning |
Secretary
|
• |
Substantial recent business experience at the senior management level, preferably as chief executive officer.
|
• |
Recent leadership position in the administration of a major college or university.
|
• |
Recent specialized expertise at the doctoral level in a science or discipline important to the Company’s business.
|
• |
Recent prior senior level governmental or military service.
|
• |
Financial expertise or risk assessment, risk management, or employee benefit skills or experience.
|
• |
The candidate’s ability to work constructively with other members of the Board and with management.
|
• |
Whether the candidate brings an appropriate mix of skills and experience that will enhance the diversity and overall composition of the Board. Directors should be selected so that the Board is a diverse
body, with diversity reflecting gender, race, ethnicity, national origin, and professional experience.
|
• |
Whether the candidate is able to devote the time necessary to properly discharge his or her responsibilities. The Board will consider the number of other boards on which the candidate serves, and the
likelihood that such other service will interfere with the candidate’s ability to perform his or her responsibilities to the Company.
|
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
Customers
Customer name | Ticker |
---|---|
The Estée Lauder Companies Inc. | EL |
International Flavors & Fragrances Inc. | IFF |
Pilgrim's Pride Corporation | PPC |
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