GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2020
The following table summarizes the grants made to each of our NEOs for Fiscal Year 2020 under our 2016 Plan or other plans or arrangements:
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Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards
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Estimated Possible Payouts
Under Equity Incentive Plan Awards
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Grant Date
Fair Value of
Share and Options
Awards(3)
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Name
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Grant
Date
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Threshold
($)
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Target
($)(1)
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Maximum
($)(2)
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Threshold
($)
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Target
($) (#)(1)
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Maximum
($) (#)(2)
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Robert W. Martin
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9/09/2019
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$0
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$1,879,900
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9/09/2019
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$0
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$1,137,543
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(1)
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$1,756,592(4)
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9/09/2019
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$0
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45,338
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90,676
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$2,164,436(5)
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Colleen Zuhl
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9/09/2019
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$0
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$668,491
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9/09/2019
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$0
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$524,451
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(1)
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$809,857(6)
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9/09/2019
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$0
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20,912
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41,824
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$998,339(7)
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Todd Woelfer
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9/09/2019
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$0
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$613,091
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9/09/2019
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$0
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$464,435
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(1)
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$717,180(8)
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9/09/2019
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$0
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18,510
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37,020
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$883,667(9)
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Kenneth D. Julian
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9/09/2019
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$0
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$228,986
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9/09/2019
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$0
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$245,606
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(1)
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$379,264(10)
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9/09/2019
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$0
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9,796
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19,592
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$467,661(11)
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(1) Under our Plan, for Fiscal Year 2020, we did not set targets or goals for our MIP or the RSU portion of our LTI.
We compensated on a percentage of our NBT. Due to the lack of identified targets and pursuant to SEC guidance, the targets listed here are representative targets equal to amounts that would be earned in Fiscal Year 2020 under our non-equity incentive plan and under the RSU component of our equity incentive plan based on our Fiscal Year 2019 results. With respect to the RSU component of our LTI, NBT is denominated in dollars, but the relevant
percentage of NBT earned will be paid out in restricted stock units in the form of whatever number of shares of the Company on a 1-to-1 basis that amount translates into
at the time of the payout.
(2) Our 2016 Plan limits total award at $20,000,000.
(3) Represents the fair value per share of awards as of the grant date pursuant to FASB ASC Topic 718.
(4) As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and
Analysis, Mr. Martin was granted a performance-based equity incentive award under the 2016 Plan payable in restricted stock units equal to 0.616% of our
pre-tax profits during Fiscal Year 2020. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of issuance of such stock units. Because this award is
based on a percentage of our pre-tax profits, it is impossible to calculate targets and meaningful maximum amounts for such awards. Refer to footnotes 1 and 2.
(5) As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and
Analysis, Mr. Martin was granted performance stock units under the 2016 Plan from which common stock may be payable. These targeted awards will be subject to adjustment at the conclusion of the
two-year measurement period based upon the Companys realization of its goals for both ROIC and FCF. Payout for the PSUs will be adjusted based upon the following schedule (with ROIC and FCF components
weighted equally): Less than 50% Realization of Target 0% payout of award; 50% - 150% Realization of Target actual percentage of realization will equal the percentage of payout; Greater than 150% Realization of Target 200%
payout of award.
(6) As shown under the column Share Awards in the Summary Compensation Table and as described in
Compensation Discussion and Analysis, Ms. Zuhl was granted a performance-based equity incentive award under the 2016 Plan payable in restricted stock units equal to 0.284% of our pre-tax
profits during Fiscal Year 2020. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of issuance of such stock units. Because this award is based on a percentage of our pre-tax profits, it is impossible to calculate targets and meaningful maximum amounts for such awards. Refer to footnotes 1 and 2.
(7) As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and
Analysis, Ms. Zuhl was granted performance stock units under the 2016 Plan from which common stock may be payable. These targeted awards will be subject to adjustment at the conclusion of the
two-year measurement period based upon the Companys realization of its goals for both ROIC and FCF. Payout for the PSUs will be adjusted based upon the following schedule (with ROIC and FCF components
weighted equally): Less than 50% Realization of Target 0% payout of award; 50% - 150% Realization of Target actual percentage of realization will equal the percentage of payout; Greater than 150% Realization of Target 200%
payout of award.
(8) As shown under the column Share Awards in the Summary Compensation Table and as described in
Compensation Discussion and Analysis, Mr. Woelfer was granted a performance-based equity incentive award under the 2016 Plan payable in restricted stock units equal to 0.252% of our pre-tax
profits during Fiscal Year 2020. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of issuance of such stock units. Because this award is based on a percentage of our pre-tax profits, it is impossible to calculate targets and meaningful maximum amounts for such awards. Refer to footnotes 1 and 2.
(9) As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and
Analysis, Mr. Woelfer was granted performance stock units under the 2016 Plan from which common stock may be payable. These targeted awards will be subject to adjustment at the conclusion of the
two-year measurement period based upon the Companys realization of its goals for both ROIC and FCF. Payout for the PSUs will be adjusted based upon the following schedule (with ROIC and FCF components
weighted equally): Less than 50% Realization of Target 0% payout of award; 50% - 150% Realization of Target actual percentage of realization will equal the percentage of payout; Greater than 150% Realization of Target 200%
payout of award.
(10) As shown under the column Share Awards in the Summary Compensation Table and as described in
Compensation Discussion and Analysis, Mr. Julian was granted a performance-based equity incentive award under the 2016 Plan payable in restricted stock units equal to 0.133% of our pre-tax
profits during Fiscal Year 2020. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of issuance of such stock units. Because this award is based on a percentage of our pre-tax profits, it is impossible to calculate targets and meaningful maximum amounts for such awards. Refer to footnotes 1 and 2.
(11) As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and
Analysis, Mr. Julian was granted performance stock units under the 2016 Plan from which common stock may be payable. These targeted awards will be subject to adjustment at the conclusion of the
two-year measurement period based upon the Companys realization of its goals for both ROIC and FCF. Payout for the PSUs will be adjusted based upon the following schedule (with ROIC and FCF components
weighted equally): Less than 50% Realization of Target 0% payout of award; 50% - 150% Realization of Target actual percentage of realization will equal the percentage of payout; Greater than 150% Realization of Target 200%
payout of award.