SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Element Solutions Inc|
(Name of Registrant as Specified In Its Charter)
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500 East Broward Boulevard, Suite 1860
Fort Lauderdale, Florida 33394
April 28, 2021
Dear Fellow Stockholders:
I am pleased to invite you to the 2021 Annual Meeting of Stockholders of Element Solutions Inc. The meeting will be held on June 8, 2021 at 11:00 a.m. (Eastern Time) at the Hilton Bentley Miami/South Beach, 101 Ocean Drive, Miami Beach, Florida 33139.* The Notice of Annual Meeting of Stockholders and the Proxy Statement that accompany this letter provide detailed information about the matters to be acted upon at the meeting.
Your vote is important. Please vote your proxy promptly so your shares can be represented. You may vote by proxy via the Internet or telephone or, if you received paper copies of the proxy materials via mail, you may also vote by mail by following the instructions on your proxy card. For detailed information regarding voting instructions, please refer to the accompanying Proxy Statement.
On behalf of our Board of Directors and management, thank you for your continued support.
|President and Chief Executive Officer|
* We currently intend to hold the 2021 Annual Meeting in person. However, due to COVID-19-related public health and travel concerns as well as protocols that federal, state and local governments may impose, we might hold the 2021 Annual Meeting by means of remote communication (i.e., a virtual-only meeting). If we determine to hold the meeting in this manner, we would announce this decision, and provide details on how to participate, as soon as practicable before the meeting. In that event, the 2021 Annual Meeting would be conducted solely virtually, on the above date and time.
500 East Broward Boulevard, Suite 1860
Fort Lauderdale, Florida 33394
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
|Date and Time||June 8, 2021 at 11:00 a.m. (Eastern Time)|
|Place||Hilton Bentley Miami/South Beach, 101 Ocean Drive, Miami Beach, Florida 33139|
|Items to be Voted on||1.|
Elect eight directors for one-year term expiring at the 2022 annual meeting of stockholders
Approve, on an advisory basis, the compensation of our named executive officers in 2020
Ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021
Transact such other business as may properly come before the 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting")
|The above matters are fully described in this year's proxy statement (the "Proxy Statement"). We have not received notice of any other matters to be presented at the 2021 Annual Meeting.|
|Who Can Vote||Only stockholders of record as of the close of business on April 12, 2021 (the "Record Date") may vote at the 2021 Annual Meeting.|
|Important Notice Relating to the Location of the Meeting|
Due to COVID-19-related public health and travel concerns as well as protocols that federal, state and local governments may impose, we might hold the 2021 Annual Meeting by means of remote communication (i.e., a virtual-only meeting). If we determine to hold the meeting in this manner, we would announce this decision, and provide details on how to participate, as soon as practicable before the meeting. In that event, the 2021 Annual Meeting would be conducted solely virtually, on the above date and time. A virtual meeting will have no impact on your ability to provide your proxy by using the Internet or telephone or by completing, signing, dating and mailing your proxy card, as explained in this Proxy Statement.
|By Order of the Board of Directors,|
|John E. Capps|
|Executive Vice President, General Counsel and Company Secretary|
Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting to be held on June 8, 2021: The Proxy Statement, our Annual Report to Stockholders for the year ended December 31, 2020 (the "2020 Annual Report") and the accompanying proxy card are available at www.proxyvote.com.
We are making this Notice of Annual Meeting of Stockholders, the Proxy Statement and the form of proxy first available on or about April 28, 2021.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements that can be identified by words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "assume," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "aim," "can have," "likely," "potential," "target," "hope," "goal," "priority," "strategy," objective" and variations of such words and similar expressions. Examples of forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding the Company's ability to drive sales and performance in terms of adjusted EBITDA, adjusted organic EBITDA compound annual growth rate ("EBITDA CAGR"), adjusted earnings per share ("EPS"), free cash flow, organic net sales growth, gross margin and working capital (as % of net sales); meeting financial and/or strategic long-term goals; expected key drivers of performance; outlook for the Company's markets and the demand for its products; the effects of global economic conditions, including as a result of the coronavirus (COVID-19) pandemic, on the Company's business and financial condition; general views about the Company's future operating results, earnings growth, cash generation and capital allocation; environmental, social and governance (ESG) initiatives, priorities and goals; risk management program; business and management strategies; and other factors that could affect the Company's future financial position or results of operations, including, without limitation, statements made in the "COMPENSATION DISCUSSION AND ANALYSIS" section included in this Proxy Statement.
These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors, which include, among others, the duration of the COVID-19 pandemic; the efficacity, availability and/or public acceptance of vaccines targeting COVID-19; the impact of variants of COVID-19 that may affect its spread or virulence or the effectiveness of vaccines on the virus; the impact of actions taken or that might be taken by governments, businesses or individuals to contain or reduce the repercussions of the pandemic and mitigate its economic implications; evolving macroeconomic factors, including general economic uncertainty, unemployment rates and recessionary pressures; the longer-term impact of the pandemic on the global economy; decreased consumer spending levels; reduction or changes in customer demand for the Company's products and services; the Company's ability to manufacture, sell and provide its products and services, including as a result of travel restrictions, closed borders, operating restrictions imposed on its facilities or reduced ability of its employees to continue to work efficiently; increased operating costs (whether as a results of changes to the Company's supply chain or increases in employee costs or otherwise); collectability of customer accounts; additional and prolonged devaluation of other countries' currencies relative to the U.S. dollar; the general impact of the pandemic on the Company's customers, employees, suppliers, vendors and other stakeholders; the Company's ability to realize the expected benefits of its cost containment and cost savings measures; business and management strategies; outstanding debt and debt leverage ratio; shares repurchases; expected returns to stockholders; and the impact of acquisitions, divestitures, restructurings, refinancings, impairments and other unusual items, including the Company's ability to raise and/or retire new debt and/or equity and to integrate and obtain the anticipated benefits, results and synergies from these items or other related strategic initiatives. Additional information concerning these and other factors that could cause actual results to vary is, or will be, included in Part I — Item 1A of the 2020 Annual Report and/or periodic filings of Element Solutions with the Securities and Exchange Commission (the "SEC").
Any forward-looking statement included in this Proxy Statement is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Please consult any further disclosures we make on related subjects in the Company’s filings with the SEC.
TABLE OF CONTENTS
|LETTER TO STOCKHOLDERS FROM OUR CEO|
|NOTICE OF ANNUAL MEETING OF STOCKHOLDERS|
|Caution Regarding Forward-Looking Statements|
|PROPOSAL 1 - ELECTION OF DIRECTORS|
|Board Membership Criteria and Selection|
|Board Diversity and Tenure|
|Candidates Nominated by Stockholders|
|Corporate Governance Highlights|
|Corporate Governance Guidelines|
|Environmental, Social and Governance Initiatives|
|Role of the Board of Directors|
|Board Leadership Structure|
|Compensation Committee Interlocks and Insider Participation|
|Nominating and Policies Committee|
|Board and Committee Assessment Process|
|Risk Management and Oversight|
|Corporate Responsibility and Sustainability|
|Certain Relationships and Related Transactions|
|Related Party Transaction Policy|
|Transactions with Related Parties|
|Involvement in Certain Legal Proceedings|
|Director Compensation Program|
|Director Compensation in 2020|
|EXECUTIVE OFFICERS OF THE COMPANY|
COMPENSATION DISCUSSION AND ANALYSIS (see detailed table of contents on page 22)
|Report of the Compensation Committee|
TABLE OF CONTENTS
EXECUTIVE COMPENSATION TABLES
|2020 Summary Compensation Table|
|Grants of Plan-Based Awards in 2020|
|Outstanding Equity Awards at Year End|
|Option Exercises and Stock Vested in 2020|
|Termination and Change in Control Arrangements|
|Potential Payments upon Termination or Change in Control|
|2020 Pension Benefits|
|2020 Non-qualified Deferred Compensation|
|Equity Compensation Plan Information|
|Directors and Executive Officers|
|Principal Beneficial Owners|
|PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION|
|PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021|
|Report of the Audit Committee|
|Principal Accountant Fees and Services|
|Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services|
|INFORMATION ABOUT THE MEETING AND VOTING|
|Proposals by Stockholders|
|List of Stockholders Entitled to Vote at the 2021 Annual Meeting|
|Proxy Solicitation Costs|
|Communication with the Board of Directors|
|APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS|
500 East Broward Boulevard, Suite 1860
Fort Lauderdale, Florida 33394
2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2021
The Board of Directors (the "Board of Directors" or the "Board") of Element Solutions Inc ("Element Solutions," the "Company," "our," "we" or "us") is soliciting your proxy to vote at the 2021 Annual Meeting. In accordance with the SEC rules, we are providing access to our proxy materials to our stockholders over the Internet, rather than in paper form which reduces the environmental impact of the 2021 Annual Meeting and its related costs.
ELECTION OF DIRECTORS
The Company's certificate of incorporation (the "Certificate of Incorporation"), as amended, provides that our Board of Directors should consist of one or more members as determined from time to time by the Board. In accordance with the Company's Board of Directors Governance Principles and Code of Conduct, the Board believes that, given the size of the Company and the need for diversity of views, the optimal size of the Board is at least seven directors. Our Board is currently composed of eight members. Directors serve terms of one year expiring at the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified or until their earlier death, resignation or removal.
Upon recommendation of the Nominating and Policies Committee, our Board has nominated eight director nominees for election at the 2021 Annual Meeting, each for a one-year term ending at the time of the Company's 2022 annual meeting of stockholders, unless otherwise decided as indicated above. All director nominees, with the exception of Ms. Elyse Napoli Filon, were elected to their present terms as members of the Board at the Company's Annual Meeting of Stockholders held in 2020 (the "2020 Annual Meeting"). Mr. Scot R. Benson confirmed to the Board his decision not to seek reelection as a director and will retire from the Board at the expiration of his current term, as of the date of the 2021 Annual Meeting. There was no disagreement between Mr. Benson and the Company on any matter relating to the Company's operations, policies or practices.
|2021 Director Nominees|
Sir Martin E. Franklin, KGCN
Michael F. Goss
(Independent Lead Director)
|Benjamin Gliklich (CEO)||Christopher T. Fraser|
|Ian G.H. Ashken||Nichelle Maynard-Elliott|
|Elyse Napoli Filon||E. Stanley O'Neal|
In accordance with the Company's amended and restated by-laws (the "Amended and Restated By-Laws"), a majority of the votes cast at any meeting of stockholders is required for the election of directors, except in the case of a contested election where a plurality vote standard would apply. "A majority of the votes cast" means that the
number of shares voted "For" a director nominee exceeds the votes cast "Against" such nominee. We believe this majority vote system enables stockholders to hold directors accountable in defeating or supporting their election.
We expect that all nominees will be available for election, but if any of the nominees is unable to serve, or for good cause will not serve, the proxy holders named on the proxy card may exercise discretionary authority to vote for substitutes proposed by the Board.
Board Membership Criteria and Selection
Our Nominating and Policies Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its recommendations, the Committee considers various criteria, which may change over time as our business and/or industry evolve and as the composition of the Board changes. Our Nominating and Policies Committee strives to ensure that the Board is composed of directors who bring diverse viewpoints, perspectives and backgrounds while maintaining an appropriate balance of tenure, turnover, diversity and skills on the Board.
As indicated in the Nominating and Policies Committee's charter, the Committee selects candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who it believes would be most effective, in conjunction with the other Board directors, at serving the long-term interests of the Company's stockholders. In evaluating nominees, the Nominating and Policies Committee takes into consideration, at a minimum, the following attributes: leadership, integrity, independence, interpersonal skills, financial acumen, business experiences, industry knowledge, and diversity of viewpoints. The Committee also considers experience that would best complement those already represented on the Board, the need for specialized expertise and anticipated retirements to define gaps that may need to be filled through the Board refreshment process.
Each director nominee has consented to being named in this Proxy Statement and to serve as a director if elected. There is no arrangement or understanding pursuant to which any of the director nominees was selected and there is no family relationship between any of them and any of the Company's officers or directors.
Board Diversity and Tenure
We believe that diversity fosters a variety of viewpoints and, consequently, a more constructive and effective decision-making process. Our Board of Directors Governance Principles and Code of Conduct does not impose tenure limits on its directors, other than a mandatory retirement age of 73 and the requirement to stand for election annually at the annual meeting of stockholders. Considering the complexity and breadth of our industry and our businesses, the Nominating and Policies Committee and the Board recognize the importance of having a blend of longer-serving directors with a deep understanding of our operations and the markets we serve, and more recent additions who are able to provide fresh perspectives. The Board strives to foster an environment that encourages diverse critical thinking and innovative, strategic discussions to achieve a higher level of success for the Company. We believe our nominees as a group complement each other and each other’s respective experiences, skills and qualities.
The Board is committed to increase gender diversity among its members. To further enhance diversity, our Board nominated Ms. Elyse Napoli Filon as independent director nominee for election at the 2021 Annual Meeting to fill the seat currently held by Mr. Scot R. Benson, a non-independent director. If elected, two of our eight director nominees would be women, or 25% of our Board. On April 27, 2021, the Board also approved the appointment of Ms. Nichelle Maynard-Elliott, a current member of the Audit Committee, as chair of the Audit Committee, effective on the date of the 2021 Annual Meeting.
As of today, the median tenure of our independent director nominees is just over 4 years with the longest tenure at 7.5 years and 3 new independent directors within the past three years, including this year's new director nominee. 75% of our director nominees are independent.
Candidates Nominated by Stockholders
The Nominating and Policies Committee will also consider director nominees recommended by stockholders. In accordance with our Amended and Restated By-Laws, stockholders who wish to nominate a candidate for consideration by the Committee for election at the Company's 2022 annual meeting of stockholders may do so by delivering written notice, no earlier than the close of business on February 8, 2022 and no later than the close of business on March 10, 2022, of such nominees’ names to Element Solutions Inc, 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394, Attention: Company Secretary.
Any stockholder proposing a nomination must be a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to notice of, and to vote at, the Company's 2022 annual meeting of stockholders, and must comply with the applicable notice procedures set forth in the Company's Amended and Restated By-Laws. For further information, see "OTHER MATTERS - Proposals by Stockholders" in this Proxy Statement.
No stockholder nomination was submitted in connection with the 2021 Annual Meeting.
Any director nominee who receives a greater number of votes "For" than votes "Against" his or her election will be elected to the Board. Abstentions will have no effect on the results of this vote.
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE "FOR"
THE ELECTION OF EACH DIRECTOR NOMINEE
Our Board of Directors believes that the director nominees as a group have backgrounds and skills important for our business. The biographies below summarize the experience, qualifications, attributes and skills that qualify our nominees to serve on the Board:
|Sir Martin E. Franklin, KGCN|
Sir Martin, our founder, was appointed as Executive Chairman of the Board in January 2019 after having served as Chairman of the Board since October 2013. He is the Founder and CEO of Mariposa Capital LLC, a Miami-based family investment firm focused on long-term value creation across various industries ("Mariposa Capital"), and Chairman and controlling shareholder of Royal Oak Enterprises, LLC. He is also co-founder and co-Chairman of Nomad Foods Limited, co-Chairman of APi Group Corporation, and serves as principal and executive officer of a number of private investment entities and charities. Sir Martin was the founder and Chairman of Jarden Corporation ("Jarden") from 2001 until April 2016, when Jarden merged with Newell Brands Inc. ("Newell"). He was appointed to Jarden's board of directors in June 2001 and served as Jarden's Chairman and Chief Executive Officer from September 2001 until June 2011, at which time he was appointed as Executive Chairman. In the past five years, he also served on Newell's board from April 2016 to January 2018 and Restaurant Brands International Inc. board from December 2014 to October 2019. Sir Martin graduated from the University of Pennsylvania.
Sir Martin brings to our Board unique guidance and insight based on his ~30 years of CEO and Chairman experience across numerous public companies in various industries, including with respect to leadership, corporate strategies, culture, capital allocation as well as M&A and capital market strategies.
Public Company Boards
APi Group Corporation
Nomad Foods Limited
Director Since: 2013
|Executive Chairman of the Board|
Mr. Gliklich was appointed as President of the Company in July 2020 in addition to Chief Executive Officer of the Company in January 2019. He previously served in several capacities for the Company, including Executive Vice President - Operations and Strategy from April 2016 to January 2019, Chief Operating Officer from October 2015 to April 2016 and VP - Corporate Development, Finance and Investor Relations from January to October 2015. He joined the Company as Director of Corporate Development in May 2014. Prior to joining the Company, Mr. Gliklich worked for General Atlantic, a global growth-oriented private equity firm, and Goldman Sachs & Co. Mr. Gliklich holds an A.B. Cum Laude from Princeton University and an MBA with distinction from Columbia Business School.
Based on his extensive managerial and operational experience at Element Solutions, Mr. Gliklich provides significant insight into our global business operations and markets we serve. He brings to the Board valuable expertise in the areas of business strategy, leadership development and talent management, business development, corporate development and capital markets, which are directly translatable to his work as President and CEO of the Company.
Public Company Boards
Director since: 2019
|President and CEO of Element Solutions|
|Ian G.H. Ashken|
Mr. Ashken is currently a member of the boards of directors of Nomad Foods Limited and APi Group Corporation, and a director or trustee of a number of private companies and charitable institutions. Mr. Ashken was the co-founder and Vice Chairman of Jarden from 2001 until April 2016, and President of Jarden from June 2014 until April 2016 when Jarden merged with Newell. Mr. Ashken was also a member of the Jarden board from 2001 until April 2016 and served as Jarden's Chief Financial Officer until June 2014. During the past five years, Mr. Ashken also served as a director of Newell from April 2016 until January 2018.
Mr. Ashken brings to the Board significant knowledge in the areas of finance, public accounting, internal audit, risk management and M&A. His executive management positions as Vice Chairman and/or Chief Financial Officer also bring us significant leadership, planning and management skills and background.
|Nominating and Policies (Chair) |
Public Company Boards
APi Group Corporation
Nomad Foods Limited
Director since: 2013
|Elyse Napoli Filon|
Ms. Filon has served as a Strategic Financial Advisor of GCP Applied Technologies Inc. (“GCP”) from November 2016 to June 2019. She served a lead role in structuring and implementing the spin-off of GCP from W.R. Grace & Co. (“W.R. Grace”) in 2016 and continued to advise GCP on global M&A structuring, tax planning, treasury management and special projects. Prior to that, Ms. Filon worked at W.R. Grace for 20 years, assuming various international finance leadership roles, ultimately serving as Vice President, Officer – Tax and Treasury from 2012 through June 2016. Ms. Filon has extensive experience in global tax and treasury planning, M&A and cross functional finance initiatives. Before joining W.R. Grace, she served as International Tax Counsel at Sterling Winthrop Pharmaceuticals after having practiced law with the firm Kelley, Drye & Warren LLP. Ms. Filon holds a J.D. degree from Harvard Law School and a B.A. degree from Rutgers University.
Ms. Filon was selected to serve on our Board due to, among other factors, her deep industry and business experience as well as leadership skills from having worked at a peer specialty chemicals company for 20 years. She would also contribute her extensive experience in global tax structuring and planning, M&A activities and treasury and tax operations management.
Public Company Boards
Director since: --
|Christopher T. Fraser|
Mr. Fraser served as Chairman of the Board of KMG Chemicals Inc. ("KMG") from December 2012 to November 2018 and was a director of KMG from May 2008 to November 2018. He also served as CEO and President of KMG from September 2013 to November 2018 after serving as CEO and President of KMG on an interim basis from July 2013 to September 2013. From 2006 to 2009, Mr. Fraser was the President and CEO of Chemical Lime Company, a North American producer of calcium based (limestone), alkaline products with various industrial applications. Before joining Chemical Lime Company, Mr. Fraser was President and CEO of OCI Chemical Corporation, a wholly-owned subsidiary of DC Chemical Co. ("OCI") from 1996 to 2006. Prior to joining OCI, Mr. Fraser held various positions of responsibility in sales, marketing, business development, operations and general management. Mr. Fraser is currently a senior operating director for SK Capital Partners since 2020. He has been a director of PHX Minerals Inc., fka Panhandle Oil and Gas Inc. (NYSE:PHX), since March 2019, and is a member of its Audit and Compensation committees. He is also a director of Smart Chemical Solutions, LLC, a private company. He has previously served as a director at OCI Company Ltd. from 2006 to 2008, ANSAC from 1994 to 2006 and Tangoe Inc. from 2002 to 2008, and was an Operating Partner of Advent International Corp. from 2011 to 2018 which he advised on transactions in the industrial sector. Mr. Fraser holds a Bachelor of Science in Chemistry and in Business Administration from the University of Connecticut as well as a Master of Business Administration from Pepperdine University.
Mr. Fraser's extensive work with multiple chemicals companies has provided him with significant industry, M&A and management experience, including in strategic planning and business development. His private equity experience is also an important asset to the Board, along with his 25 years of experience as a Chief Executive Officer and background in Chemistry.
Public Company Boards
PHX Minerals Inc.
Director since: 2019
|Michael F. Goss|
Mr. Goss was the Chief Financial Officer of Condé Nast from January 2020 to December 2020. Prior to joining Condé Nast, Mr. Goss was Executive Vice President and Chief Financial Officer of Sotheby's, Inc. from March 2016 to October 2019. Prior to Sotheby's, he served in various senior management capacities at Bain Capital, LLC ("Bain Capital") for 13 years until December 2013, beginning in 2001 as Managing Director and Chief Financial Officer and assuming the additional role of Chief Operating Officer in 2004. Mr. Goss graduated from Kansas State University with a BS in economics and received an MBA with Distinction from Harvard Business School.
Mr. Goss is an accomplished finance leader with extensive senior management experience as a Chief Financial Officer and managing director. His extensive financial insight, including with respect to internal audit, and deep understanding of global, complex businesses add considerable value and guidance to our Board and Audit Committee.
|Nominating and Policies|
Public Company Boards
Sandbridge Acquisition Corp
Director since: 2013
|Independent Lead Director|
Ms. Maynard-Elliott served as Executive Director, Mergers & Acquisitions for Praxair, Inc. ("Praxair") from 2011 to June 2019. She had joined Praxair in 2003 as Senior Counsel responsible for M&A and commercial transactions for Praxair’s U.S. packaged gases and healthcare businesses. Ms. Maynard-Elliott served as Assistant General Counsel of Praxair from 2007 to 2011 and transitioned to the role of Executive Director, M&A in 2011. She is admitted to practice in New York and Connecticut. Ms. Maynard-Elliott graduated from Brown University with a B.A. in Economics, and received her J.D. from Columbia University School of Law.
Ms. Maynard-Elliott brings to the Board her robust industry experience having served at one of the largest industrial gas companies. As a corporate dealmaker, she also contributes a deep understanding of the value of M&A and her significant experience overseeing and executing transactions and growth initiatives in markets worldwide. Her experience as a practicing attorney is also an important asset, which allows her to provide additional support and perspective to our Board and our CEO.
Public Company Boards
Director since: 2018
|E. Stanley O' Neal|
Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. ("Merrill Lynch") until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Currently, Mr. O’Neal is a board member of Clearway Energy, Inc. and a director and member of the Audit and Finance committees of Arconic Corporation, an aluminum manufacturing company and the former parent company of Alcoa Inc. Prior to April 1, 2020, Mr. O'Neal was a director and member of the Audit and Finance Committees of Arconic Inc. Prior to the separation of Arconic Inc. and Alcoa Inc. in November 2016, Mr. O'Neal had served as a director of Alcoa Inc. from January 2008 and as a member of its Audit and Governance committee. Mr. O’Neal was also a director of General Motors Corporation from 2001 to 2006, and a director of American Beacon Advisors, Inc. (investment advisor registered with the SEC) from 2009 to September 2012. Mr. O’Neal graduated from Kettering University with a degree in industrial administration and received his MBA from Harvard Business School.
Mr. O'Neal brings to the Board his extensive executive experience, financial expertise, strong leadership skills and his experience as a board member of other public companies which enable him to provide unique guidance to our Board and management team.
|Nominating and Policies|
Public Company Boards
Clearway Energy, Inc.
Director since: 2013
Corporate Governance Highlights
We are committed to effective corporate governance and high ethical standards which promote strong business performance and long-term stockholder value creation. Our governance framework summarized below gives our highly-experienced directors the structure necessary to provide the Company with sound and appropriate oversight, advice and counsel:
|Independent Oversight||l||6 of 8 director nominees are independent|
|l||100% independent Board Committees|
|l||Separation of CEO and Chairman roles|
|l||Independent Lead Director|
|l||Regular executive sessions of independent directors at Board meetings (chaired by the independent Lead Director) and Committee meetings (chaired by independent Committee Chairs)|
|l||Active Board oversight of the Company's strategy, risk management and Environmental, Social, and Governance ("ESG") matters|
Focus on diversity with 2 women director nominees, or 25% of the Board; one expected to chair one of the Board Committees, effective on the date of the 2021 Annual Meeting
|l||2 new independent directors since 2018; 1 new independent director nominee in 2021 to replace a non-independent director|
|l||Median tenure of independent director nominees of just over 4 years with the longest tenure at 7.5 years|
|l||Board and executive succession planning process|
|l||Annual Board and Committee assessments|
|l||Mandatory retirement age of 73|
|Stockholder Rights||l||Annual election of all directors|
|l||Majority-vote and director resignation policy for directors in uncontested elections|
|l||One class of outstanding shares with each share entitled to one vote|
|l||No controlling stockholder|
|Governance Practices||l||Formal corporate governance policies that apply to directors and all employees, including our executive officers and senior financial officers. See "Corporate Governance Guidelines" below|
|l||Prohibition on hedging, pledging or short sales of Company stock|
|l||All annual and long-term incentive awards are subject to clawback by the Company|
|l||Director and executive stock ownership requirements|
|l||Regular stockholder engagement|
Formal governance structure to drive our ESG efforts and strategy
Corporate Governance Guidelines
The Board is committed to corporate governance principles and practices that strengthen Board and management accountability. To that end, the Board adopted a series of corporate governance guidelines, including the following policies:
Board of Directors Governance Principles and Code of Conduct
The Board of Directors Governance Principles and Code of Conduct (the "Directors Code of Conduct") applies to our directors and sets forth our governance principles relating to, among other things:
•Size and composition of the Board;
•Director qualifications and responsibilities;
•Mandatory retirement age for independent directors at 73;
•Board structure and meetings;
•Board and management succession planning;
•Performance evaluation of the Board and its Committee.
In accordance with the corporate governance listing standards of the New York Stock Exchange (the "NYSE"), the Directors Code of Conduct requires that the Board of Directors designate a non-executive lead director (the "Lead Director") to preside over non-executive sessions. Mr. Michael F. Goss serves as independent Lead Director of the Board. The Company’s non-management directors meet at least once per year in a non-executive session, at which Mr. Goss presides, without the participation of management.
Business Conduct and Ethics Policy
The Business Conduct and Ethics Policy (the "Ethics Policy") establishes the standards of ethical conduct applicable to all our directors, officers, employees, contractors and consultants. The Ethics Policy addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, Company funds and assets, confidentiality and corporate opportunity requirements, and the process for reporting violations of the Ethics Policy as well as employee misconduct and conflicts of interest.
Code of Ethics for Senior Financial Officers
The Board also adopted a Code of Ethics for Senior Financial Officers (the "Financial Officer Code of Ethics"), which is applicable to the CEO, CFO and Chief Accounting Officer of the Company (collectively, the "Financial Officers") in addition to the Ethics Policy. The Financial Officer Code of Ethics defines additional specific requirements, beyond the Ethics Policy, to which the Financial Officers are bound. The Financial Officer Code of Ethics is designed to promote honest and ethical conduct, confidentiality, proper disclosure in current and periodic reports of the Company filed with the SEC and compliance with applicable laws, rules and regulations.
Copies of these policies are publicly available in the Investors – Corporate Governance – Governance Documents section of our website at www.elementsolutionsinc.com. Any waiver of the Ethics Policy or Financial Officer Code of Ethics with respect to any Financial Officer may only be authorized by our Board and the Board's Audit Committee, respectively, and will be disclosed on our website as promptly as practicable, as may be required under applicable NYSE and SEC rules.
Effective corporate governance includes regular, constructive conversations with our stockholders to proactively seek stockholder insights and to answer stockholder inquiries. We maintain an active dialogue with our stockholder base to ensure we consider a diversity of perspectives on various issues, including strategies, performance, risk, executive compensation practices and sustainability issues. This ongoing dialogue helps inform management and the Board’s decision-making process, and ensure our interests remain aligned with those of the Company's stockholders.
Our Investor Relations team coordinates stockholder engagement. In 2020 and early 2021, our management team, including Mr. Benjamin Gliklich, our CEO, and Mr. Carey J. Dorman, our CFO, engaged with stockholders representing over 50% of outstanding shares of the Company. The resulting discussions focused primarily on our response to the COVID-19 pandemic, leadership structure, executive compensation and progress on our ESG journey. We found in those discussions that many of our stockholders wanted more information on our ESG initiatives and certain aspects of our corporate governance, such as Board composition and refreshment. The disclosures in this year's Proxy Statement reflect this input from our stockholders.
Environmental, Social and Governance Initiatives
"Enabling Sustainability" is one of the five pillars of our strategy. We believe that improving our environmental footprint and providing solutions helping our customers to improve theirs is good business with strong returns. Sustainably internal initiatives and commercial offerings have been drivers of our success for years. We maintain a broad portfolio of sustainable solutions, including green chemistry for the removal of hazardous chemicals, innovative solutions reducing environmental impact and products supporting the circular economy. We also focus on responsible sourcing, responsible operations, quality, strong corporate governance and community support. We have recently embarked on formalizing an official ESG approach that better quantifies our impact and sets targets to reduce it. This aligns with several of the "5Cs" of our culture:
•"Challenge" — we accept the challenge to improve our environmental footprint and those of our customers in significant, quantifiable ways;
•"Commit" — we commit to ambitious targets to improve; and
•"Care" — we care about our customers, our colleagues, our environment and our place in the world at large.
In 2020, we engaged with internal and external stakeholders on ESG topics and conducted a comprehensive ESG materiality assessment of our Company using the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) frameworks. This assessment informed the priorities within our ESG strategy and led to the publication of our inaugural ESG report in early 2021. In this report, we address our current environmental and social impact and many of our existing sustainability initiatives. We also present our ESG priorities going forward which include:
•increasing growth through sustainable chemistry solutions;
•reducing our energy-use and emissions;
•improving employee health and safety performance; and
•increasing diversity, inclusion and equity.
In 2020, we also launched MacDermid Envio Solutions, a new business within our Industrial & Specialty segment which focuses on helping customers reduce their environmental impact through proprietary chemistry as well as equipment for turnkey wastewater treatment and the recovery of metals and other valuable materials.
With respect to social initiatives, we appointed a Vice President of Talent last year, who is responsible for our human capital management efforts, including promoting diversity and inclusion, as well as developing our training, advancement and retention practices for our global workforce. In 2020, we also established the ESI Foundation to serve as the Company’s primary charitable giving entity with an initial funding of $5.0 million. The foundation intends to provide monetary grants to qualified charitable organizations in the communities where our employees live and work with a focus on causes important to the environmental and social well-being of these communities.
Our newly-formed ESG Executive Steering Committee is tasked with spearheading our ESG activities, including implementing our ESG strategy and goals, which we expect will advance certain United Nations Sustainable
Development Goals and create value for our customers and stockholders. In early 2021, we adopted a formal governance structure to drive our ESG efforts and strategy. See "— Corporate Responsibility and Sustainability" below.
Role of the Board of Directors
The Company’s business and affairs are managed by our Board of Directors which is the Company’s ultimate decision-making body, except with respect to those matters reserved to the Company’s stockholders.
The Board is committed to building long-term value for the Company’s stockholders by implementing and overseeing the overall corporate policies of the Company and acting as an advisor and counselor to senior management. In addition, the Board oversees our business strategy and planning and evaluates the performance of the CEO and the senior leadership team in executing the Company’s business strategy, assessing and mitigating risks and managing the Company’s day-to-day operations.
During 2020, the Board of Directors held a total of six meetings and acted by written consent three times. During 2020, each then director attended over 75% of the total number of meetings of the Board during the period for which he or she was a director and the total number of meetings of all Committees of the Board on which he or she served. Two directors attended the 2020 Annual Meeting.
Executive sessions or meetings of non-employee directors without management present are generally held as part of most regularly scheduled Board, Audit Committee and Compensation Committee meetings. The discussion leader for executive sessions of the full Board is Mr. Michael F. Goss in his capacity as independent Lead Director of the Board. The Lead Director's role is to help assure that those sessions remain effective forums for promoting open and candid discussion among the independent directors regarding issues of importance to the Company, including evaluating the performance and effectiveness of members of management. In addition, Messrs. Goss, Fraser and Ashken generally preside over executive sessions of the Audit Committee, the Compensation Committee and the Nominating and Policies Committee, respectively.
Board Leadership Structure
The positions of CEO and Executive Chairman of the Board are held by different persons in recognition of the differences between the two roles. Our CEO is responsible for executing our strategic plan and overseeing our day-to-day operations while our Executive Chairman focuses on the Company's strategy, culture and development of the management team. The Board believes this leadership structure fosters effective governance and oversight of the Company by allowing the Board to more effectively drive the long-term strategic direction of the Company and oversee the performance of the CEO.
Since completion of the sale of the Company's former Agricultural Solutions business in January 2019 (the "Arysta Sale"), Sir Martin's increased day-to-day involvement in the Company consists in providing guidance to our CEO, as well as other members of senior management, with respect to leadership, corporate strategies and operational matters based on his ~30 years of CEO and Chairman experience across numerous public companies in various industries and through the business network he has developed over time. In particular, his contributions include:
•assisting in sourcing potential corporate development opportunities;
•driving capital markets strategies;
•guiding capital allocation strategy, including acquisitions, share repurchases and/or dividends;
•advising on and participating in key public relations and investor relations communication, including stockholder engagement;
•advising on key commercial negotiations;
•assisting with Board and Committee assessment process;
•providing access to a broad network of executives, subject matter experts and suppliers;
•participating in the recruiting and hiring of senior leaders;
•supporting broader employee engagement and our "5Cs" culture building as well as attending and/or hosting larger scale employee events; and
•acting as a mentor to various leaders within the company.
In addition, the Board appointed an independent Lead Director, who leads periodic executive sessions of the Board without management present. The Board believes that the presence of a Lead Director with meaningful independent oversight responsibilities, coupled with an Executive Chairman and a separate CEO, provides the optimal leadership structure for the Company at this time.
The strong working relationships among the Executive Chairman, the CEO, the independent Lead Director and the other directors are supported by a Board governance culture that fosters open communications among the Board members which helps to develop an understanding of issues, promotes appropriate oversight and encourages the discussion of matters essential to leading a complex and dynamic company such as ours.
Our Directors Code of Conduct requires that a majority of our Board members satisfy the independence requirements of the NYSE and the SEC. The NYSE rules require the Board to evaluate the independence of its directors at least annually. In general, "independent" means that a director has no material relationship with the Company. In performing their duties, directors are expected to avoid any action, position, influence or relationship with respect to any activity that could impair their judgment or objectivity in the course of their service to the Company. The Directors Code of Conduct establishes a retirement age of 73 for independent directors. It also urges independent directors with more than one year of service to own at least 1,000 shares of common stock of the Company.
Based on these standards, the Board of Directors has determined that each of the following non-employee directors is independent in accordance with the NYSE and SEC guidelines:
|Ian G.H. Ashken||Michael F. Goss|
Elyse Napoli Filon (Director Nominee)
|Christopher T. Fraser||E. Stanley O'Neal|
In evaluating these independence standards, our Board specifically considered, among other things, the present and past employments as well as other direct or indirect affiliations or relationships of each director with the Company (as described in the biographies of the director nominees provided under "PROPOSAL 1 - ELECTION OF DIRECTORS" above). Based on such standards, the Board of Directors has determined that neither Mr. Benjamin Gliklich, who currently serves as CEO of the Company, nor Sir Martin, the Company's founder and Executive Chairman of the Board, is independent. Mr. Scot R. Benson, who confirmed his decision not to seek reelection as a director at the 2021 Annual meeting, was not independent as he most recently served as President & Chief Operating Officer of the Company. He is expected to be replaced by Ms. Elyse Napoli Filon, our new independent director nominee, if elected.
The Company's Amended and Restated By-Laws give the Board the authority to delegate its powers to committees appointed by the Board. The Board has three standing Committees: Audit; Compensation; and Nominating and Policies (each, a "Committee and collectively, the "Committees").
Each Committee is comprised entirely of directors determined to be independent under the independence requirements of the SEC, the NYSE corporate governance listing standards and the Board's categorical standards of
director independence. Copies of the written charters for each of the Committees setting forth their respective responsibilities can be found under the Investors – Corporate Governance – Governance Documents section of our website at www.elementsolutionsinc.com. Copies may also be obtained upon request, without charge, by writing to the Company Secretary at 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394.
Below is a summary of our Committee membership information and structure:
|Name||Audit Committee||Compensation Committee||Nominating and |
Ian G.H. Ashken
Christopher T. Fraser
Michael F. Goss*
E. Stanley O’Neal
|*||Independent Lead Director of the Board|
Number of Meetings in 2020: Five
Responsibilities. Pursuant to its written charter, the Audit Committee is responsible for, among other things:
•overseeing our accounting and the financial reporting processes;
•appointing and overseeing the audit by our independent registered public accounting firm (including resolution of disagreements between management and our independent auditors);
•pre-approving all auditing services and permitted non-auditing services to be performed for us by our independent auditors and approving the fees associated with such services;
•reviewing quarterly and year-end financial statements with management and our independent auditors;
•overseeing our internal audit function, reviewing any significant reports to management arising from such internal audit function and reporting to the Board of Directors;
•reviewing complaints under and compliance with the Company’s corporate governance guidelines, in particular regarding questionable accounting, internal accounting controls or auditing matters;
•overseeing the Company's policies and procedures with respect to risk assessment and risk management; and
•reviewing and approving all related-party transactions required to be disclosed under Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act").
The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Under procedures adopted by the Audit Committee, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent auditors. See "PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2021 - Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services" below. See also the Report of the Audit Committee included in this Proxy Statement for information about our 2020 year audit.
Independence and Financial Expertise
Our Board of Directors has reviewed the background, experience and independence of the Audit Committee members and, based on this review, has determined that each of these members:
•meets the independence requirements of the NYSE corporate governance listing standards;
•meets the enhanced independence standards for audit committee members required by the SEC; and
•is financially literate, knowledgeable and qualified to review financial statements.
In addition, our Board has determined that each of Messrs. Goss and Ashken qualifies as an "audit committee financial expert" within the meaning of SEC regulations.
Mr. Goss, Chair of the Audit Committee, serves as the independent Lead Director of the Board and chairs periodic executive sessions of the Board.
Number of Meetings in 2020: Three
Responsibilities. Pursuant to its written charter, the Compensation Committee is responsible for, among other things:
•assisting the Board in developing and evaluating potential candidates for executive positions and overseeing the development of any executive succession plans;
•reviewing and making recommendations to the Board with respect to CEO compensation and CEO corporate goals and objectives;
•making recommendations to the Board with respect to compensation of other executive officers and providing oversight of management’s decisions concerning the performance and compensation of such executive officers;
•reviewing on a periodic basis compensation and benefits paid to directors;
•reviewing our incentive compensation and other stock-based plans and recommending changes in such plans to our Board as needed to assure the effective representation of the interests of the Company's stockholders; and
•preparing a Compensation Committee report on executive compensation required by the SEC to be included the Company's annual proxy statements.
The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The Compensation Committee also has authority to retain compensation consultants, outside counsel and other advisors as it may deem appropriate in its sole discretion after taking into consideration all factors relevant to the independence of such consultants, counsel or advisors. The Compensation Committee has sole authority to approve related fees and retention terms, and is provided with appropriate funding, as determined by the Compensation Committee, for payment of compensation to such consultants, counsel or advisors.
The Board of Directors has reviewed the background, experience and independence of the Compensation Committee members and based on this review, has determined that each of these members:
•meets the independence requirements of the NYSE corporate governance listing standards;
•meets the enhanced independence standards for compensation committee members required by the NYSE and the SEC; and
•to the extent applicable, is an "outside director" pursuant to the criteria established by the Internal Revenue Service.
In addition, the Board of Directors has determined that each of Mr. Ashken, Mr. Fraser and Ms. Maynard-Elliott is independent pursuant to the enhanced independence standards for compensation committee members set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual, based on evaluations conducted in accordance with and considering the factors set forth in that same section.
Role of Compensation Consultant
The Compensation Committee has sole authority to retain compensation consultants or advisors to assist the Committee in evaluating CEO, senior executives and non-employee director compensation. From time to time, management also retains its own outside compensation consultants.
In early 2021, the Compensation Committee engaged Willis Towers Watson, a global management consulting firm, which acted as its independent compensation consultant with respect to 2020 and 2021 compensation matters. With respect to 2020, Willis Towers Watson provided compensation analysis and recommendations, primarily in the context of the COVID-19 pandemic. For 2021, they advised more generally on matters related to the Company's compensation program. This firm was engaged exclusively by the Compensation Committee on these compensation matters and did not have other consulting arrangements with the Company. As required under the NYSE listing rules, the Compensation Committee has assessed the independence of Willis Towers Watson pursuant to the SEC rules and concluded that no conflicts of interest existed.
Role of Management
Our Compensation Committee relies on management for legal, tax, compliance, finance and human resource recommendations, and data and analysis for the design and administration of the compensation, benefits and perquisite programs for our senior executives. The Compensation Committee considers this information in conjunction with the recommendations and information from its independent compensation consultant.
Our CEO, our head of human resources ("HR Lead") and our Executive Vice President, General Counsel and Company Secretary ("GC") generally attend Compensation Committee meetings. CEO performance and compensation are discussed by the Compensation Committee in executive session, with advice and participation from the Compensation Committee’s independent compensation consultant when applicable and as requested by the Compensation Committee. Our CEO and HR Lead, without the presence of any other members of senior management, actively participate in the compensation discussions of our senior executives, including making recommendations to the Compensation Committee as to the amount and form of compensation (other than their own).
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee during 2020 was an officer, employee or former officer of the Company or any of its subsidiaries or had any relationship requiring disclosure pursuant to SEC regulations. In addition, no executive officer of the Company served as a member of a compensation committee or a director of another entity under circumstances requiring disclosure under SEC regulations.
Nominating and Policies Committee
Number of Meetings in 2020: Two
Responsibilities. In early 2021, the written charter of the Nominating and Policies Committee was amended to reflect its new oversight responsibility over ESG matters as delegated by the Board. See "— Corporate Responsibility and Sustainability" below.
Pursuant to its revised charter, the Committee is responsible for, among other things:
•leading the search for individuals qualified to become members of the Board of Directors and selecting director nominees to be presented for stockholder approval at our annual meetings;
•reviewing the Committees structure and recommending to the Board of Directors for approval directors to serve as members of each Committee;
•reviewing corporate governance guidelines on a periodic basis and recommending changes to the Board as necessary;
•overseeing any self-evaluations of the Board and its Committees;
•reviewing director nominations submitted by stockholders, if any;
•assuring the effective representation of the Company's stockholders; and
•reviewing periodically the Company's sustainability and social responsibility efforts and related policies.
The Nominating and Policies Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more Nominating and Policies Committee members or subcommittees.
Our Board has reviewed the background, experience and independence of the Nominating and Policies Committee members and, based on this review, has determined that each of its members meets the independence requirements of the SEC and the NYSE corporate governance listing standards.
Board and Committee Assessment Process
During the year, the Executive Chairman of the Board receives input on the Board’s performance from the other directors and discusses this feedback with the full Board. The Executive Chairman, with the assistance of the Chair of the Nominating and Policies Committee, also oversees the review of the Board performance which includes annual self-assessments by each Committee, relying on a review process similar to that used by the Board, with performance criteria for each Committee established on the basis of its responsibilities as listed in its charter. These self-evaluations are discussed with the full Board each year.
To ensure continuity in our senior leadership, the Board oversees the development of executive talent and planning for the effective succession of our Board members, CEO, other executives and members of senior management. As part of this process, our CEO and our executive officers are required to prepare a detailed development and succession plan for themselves and for their direct reports on an annual basis. These plans are reviewed and discussed by the Board annually.
Risk Management and Oversight
Management is responsible for the day-to-day management of risks the Company faces while our Board of Directors provides risk oversight. In this role, the Board must satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed, including assessing major risk factors relating to the Company and its performance and reviewing measures to address and mitigate risks. We believe this division of responsibility is the most effective approach for addressing risk management.
The Board executes its oversight responsibility directly and through its Committees. The Board and the Committees focus on operational risk, financial risk, regulatory risk, litigation risk, cybersecurity and information security risk, tax risk, credit risk, liquidity risk, compliance risk as well as our general risk management strategy, and how these risks are being managed. Examples of risks overseen by the Committees are as follows:
•the Audit Committee regularly reviews and assesses the Company’s financial and operational risks as well as the internal control over financial reporting and disclosure controls and procedures for managing such risks. To this end, the Audit Committee receives periodic briefings from management and our internal audit function. During these briefings, the Audit Committee and management also discuss risk management activities and efforts, best practices, the effectiveness of our security measures and other related matters.
•the Compensation Committee monitors and assesses the Company's risks associated with compensation policies and oversees incentives that encourage a level of risk-taking consistent with our overall strategy.
•the Nominating and Policies Committee oversees our corporate governance framework and structure as well as other corporate governance matters, including ESG matters, and is charged with developing and recommending to the Board corporate governance principles and policies as well as Board committee structure, leadership and membership.
In addition, our independent Lead Director promotes effective communication and consideration of matters presenting significant risks to the Company through his role in helping to develop meeting agendas, advising Committee Chairs, chairing meetings of the independent directors and facilitating communications between independent directors and the Company's CEO and the Executive Chairman.
Each of our directors has substantial experience managing and overseeing risk for complex, international organizations that they leverage while serving on our Board. See "PROPOSAL 1 – ELECTION OF DIRECTORS" above.
Corporate Responsibility and Sustainability
Beyond being our responsibility as good corporate citizens, a proactive approach to sustainability creates new revenue streams and reduces risk for the Company and our customers. To this end, in 2020, we decided to lead the Company's next generation of sustainability efforts and to adopt the following formal governance structure designed to ensure that our ESG efforts are appropriately managed and tracked throughout the organization:
•ESG Executive Steering Committee - In 2020, we formed the ESG Executive Steering Committee (the "ESG Committee") to create greater accountability for our ESG outcomes and lead the release of our inaugural ESG report in early 2021. Comprised of cross-functional senior leaders, the Committee is tasked with implementing our ESG strategy and new ESG policies and practices, on a global basis and within our business units. The ESG Committee provides regular updates to management, the Nominating and Policies Committee in account of its new ESG responsibilities, and ultimately the Board.
•Supply Chain Sustainability Council - Reporting to the ESG Committee, the Supply Chain Sustainability Council (the "SCSC") consists of global Environment, Health & Safety representatives. The SCSC leads our responsible sourcing and sustainable manufacturing practices by promoting the sustainable operation of our facilities and offices in order to reduce our environmental footprint.
•Nominating and Policies Committee - In early 2021, the Board formally delegated the oversight of our ESG activities to the Nominating and Policies Committee as reflected in the Committee’s revised charter. The Nominating and Policies Committee plans to take an active role in the continued evolution of our ESG strategy and policies.
We understand that climate change poses an imminent, existential challenge for society and that collective effort is required to effectively mitigate and prepare for its impacts.
As an asset-light formulator, our greenhouse gas (GHG) emission rate is lower than that of other more traditional chemical manufacturers. Regardless, we monitor our electricity and energy consumption and are committed to drive our emissions even lower, including by investing in projects designed to increase our energy efficiency and our use of renewable energy. We also initiated a review of the Task Force on Climate-related Financial Disclosures (TCFD), and are in process of evaluating additional disclosures in the future that would align with the TCFD disclosure framework.
Certain Relationships and Related Transactions
Related Party Transaction Policy
The Board of Directors and the Audit Committee have adopted written policies and procedures relating to the approval or ratification of transactions with "related parties." Under such policies and procedures, the Audit Committee is to review the material facts of all related party transactions that require its approval and either approve or disapprove of the entry into such transactions, depending on whether the particular transaction serves the best interest of the Company and its stockholders. In addition, pursuant to our Directors Code of Conduct and Ethic Policy, all directors are expected to avoid any action, position or interest that conflicts with the interest of the Company or gives the appearance of conflict.
No member of the Audit Committee may participate in any review, consideration or approval of any related party transaction with respect to which such member, or any of his or her immediate family members, is the related party.
Under our policies and procedures, a "related party transaction" represents any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, the Company is a participant and any related party has or will have a direct or indirect interest (other than solely as a result of being a director and/or a less than 10% beneficial owner of another entity). A "related party" is any person who is or was, since the beginning of the last year for which the Company has filed an annual report on Form 10-K and a proxy statement, even if they do not presently serve in that role, an executive officer, director or nominee for election as a director, any 5% or greater stockholder of the Company, or any immediate family member of any of the foregoing. Immediate family members include a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).
Transactions with Related Parties
The following transactions were reviewed and approved in accordance with the policies and procedures discussed above:
Under an Advisory Services Agreement, dated October 31, 2013, with Mariposa Capital, an affiliate of Sir Martin, Executive Chairman of the Board, Mariposa Capital provides certain advisory services to the Company and is entitled to receive an annual advisory fee of $3.0 million, which is payable in quarterly installments, and reimbursement for expenses, which in 2020 and the first quarter of 2021 totaled an aggregate of approximately $82,261. This agreement is automatically renewed for successive one-year terms unless prior 90-day notice is provided by either party and may only be terminated by Element Solutions upon a vote of a majority of our Board members. In the event that this agreement is terminated by Element Solutions, the effective date of the termination will be six months following the expiration of the applicable term.
Element Solutions leases office space for its corporate offices in Miami, Florida. Under two lease agreements covering different portions of the space, the Company is obligated to pay a market-based rent in an aggregate amount of approximately $656,000, plus the tenant’s proportionate share of the operating expenses, taxes and insurance over five-year terms, which commenced in April 2019 and July 2020, respectively. An affiliate of Sir Martin holds a 50% ownership interest in the landlord of the leased premises.
Involvement in Certain Legal Proceedings
To the Company's knowledge, no director, executive officer or person nominated to become a director or an executive officer has, within the past 10 years, been involved in legal proceedings that are material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers. We are not aware of any material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company, or any associates of any such persons, is a party adverse to the Company or any of its subsidiaries, and none of such persons has a material interest adverse to the Company or any of its subsidiaries.
Director Compensation Program
The Company uses both cash and stock-based incentive compensation to attract and retain qualified individuals to serve on the Board. Under our non-employee director compensation program, for the service year from the 2020 Annual Meeting to the 2021 Annual Meeting, each non-employee director received annual cash fees for Board and any Committee membership (paid quarterly) and restricted stock units ("RSUs"). These RSUs were granted on June 16, 2020, the date of the 2020 Annual Meeting, and will vest on June 8, 2021, the earlier of the one-year anniversary of their grant date and the date of the 2021 Annual Meeting.
We believe a meaningful portion of a director’s compensation should be provided in equity-based awards in order to align directors' interests with our stockholders' interests. In setting director compensation, we consider the significant amount of time directors expend in fulfilling their duties serving on the Board and its Committees, the skill-level required for such service and the need to continue to attract highly-qualified candidates to serve on the Board. Director compensation arrangements are reviewed annually to maintain such standards.
The following table summarizes the components of our 2020 director compensation program:
|Board Membership Fee||$75,000|
$100,000 approx. value
|Incremental Fees for Board Leadership|
|Committee Membership Fee||$5,000|
|Audit Committee Chair||$10,000|
|Compensation Committee Chair||$10,000|
|Nominating and Policies Committee Chair||$10,000|
Director expenses and other benefits. Our non-employee directors are reimbursed for expenses incurred in attending Board, Committee and stockholder meetings, as well as for expenses associated with these and other Board activities.
Stock ownership guidelines. Non-employee directors with more than one year of service are expected to directly own at least 1,000 shares of our common stock. All incumbent directors meet these stock ownership guidelines.
Director Compensation in 2020
The following table sets forth the compensation earned and RSUs granted by the Company to our past and current non-management directors for their services as directors for the year ended December 31, 2020:
Fees Earned or Paid in Cash
All Other Compensation
Sir Martin E. Franklin
Ian G.H. Ashken
|Scot R. Benson||37,500||100,003||—||137,505|
Christopher T. Fraser
Michael F. Goss
E. Stanley O’Neal
(1)Mr. Benjamin Gliklich, CEO of the Company, is not included in this table as he is an employee of the Company and therefore receives no compensation for his services as a director. Sir Martin E. Franklin, our founder director and Executive Chairman, does not receive any compensation for his services as a director.
(2)Mr. Rakesh Sachdev retired as a member of the Board on June 16, 2020. The amount in the "Fee Earned or Paid in Cash" column represents a prorated amount based on his partial year of service.
(3)Reflects the annual non-executive director fee and incremental Committee and Committee Chair fees for each director, as applicable.
(4)Reflects the aggregate grant date fair value of RSUs granted to directors in 2020 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Each of Messrs. Ashken, Benson, Fraser, Goss and O'Neal and Ms. Maynard-Elliott were granted 9,141 RSUs on June 16, 2020, the date of the 2020 Annual Meeting, as incentive compensation for their respective directorship in 2020-2021. In each case, these RSUs were unvested and outstanding at December 31, 2020 and will vest on June 8, 2021, subject to continuous directorship through and on such vesting date. For additional information on the valuation assumptions, refer to Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2020 Annual Report.
(5)Represents the annual advisory fee paid to Mariposa Capital, an affiliate of Sir Martin, pursuant to the Advisory Services Agreement described under "— Certain Relationships and Related Transactions — Transactions with Related Parties" above. For further detail on Sir Martin’s role and contributions, see "— Role of the Board of Directors — Board Leadership Structure" above.
For complete beneficial ownership information relating to our directors, see "SECURITY OWNERSHIP" below.
We entered into Director and Officer Indemnification Agreements with each of our current directors in order for them to be free from undue concern about personal liability in connection with their services to the Company. In addition, our Certificate of Incorporation, as amended, and our Amended and Restated By-Laws provide that we will indemnify any of our directors, to the fullest extent permitted by applicable law, against any and all costs, expenses or liabilities incurred by them by reason of being or having been a member of the Board.
|EXECUTIVE OFFICERS OF THE COMPANY|
Set forth below is a list of the Company's executive officers as of April 28, 2021 and their respective biographical information. For the biography of Mr. Benjamin Gliklich, our CEO, see "PROPOSAL 1 – ELECTION OF DIRECTORS" above.
|Benjamin Gliklich||36||President and Chief Executive Officer ("CEO") and director nominee|
|John E. Capps||56||EVP, General Counsel and Company Secretary ("GC")|
|Carey J. Dorman||32||EVP, Chief Financial Officer ("CFO")|
|Joseph J. D'Ambrisi||62||EVP, Head of Electronics ("Head of Electronics")|
|Michael Goralski||48||EVP, Head of Industrial & Specialty and Global Supply Chain ("Head of I&S")|
John E. Capps is Executive Vice President, General Counsel and Company Secretary of Element Solutions. Mr. Capps joined the Company in May 2016. Prior to joining the Company, Mr. Capps was with Jarden, a Fortune 500 broad-based consumer products company, where he most recently served as Executive Vice President - Administration, General Counsel and Secretary until April 2016 when Jarden merged with Newell. From 2003 to 2005, Mr. Capps was with American Household, Inc., which was acquired by Jarden in January 2005. Prior to 2003, Mr. Capps was in private law practice with the firm Sullivan & Cromwell LLP. Mr. Capps holds a J.D. from the University of Texas and a B.A. and M.B.A. from Vanderbilt University.
Carey J. Dorman is Executive Vice President, Chief Financial Officer of Element Solutions. Prior to being promoted to this role in March 2019, Mr. Dorman served as Corporate Treasurer and VP, Investor Relations of Element Solutions from February 2018 to March 2019 after having served as Senior Director, Corporate Development from April 2017 to February 2018 and as Director - Corporate Development from April 2015 to April 2017. In his prior roles, Mr. Dorman’s responsibilities included capital markets, corporate development, financial planning, investor relations and merger integration. Prior to joining Element Solutions in April 2015, Mr. Dorman worked for Taconic Capital Advisors, a global institutional investment firm, from December 2013 to April 2015, and for Goldman Sachs & Co. from June 2011 to November 2013. Mr. Dorman holds Bachelor's degrees in Engineering and in Economics from Brown University.
Joseph J. D'Ambrisi is Executive Vice President, Head of Electronics of Element Solutions. Before being appointed in this role in November 2018, Mr. D’Ambrisi held multiple leadership roles across the Electronics organization in product management, marketing, innovation management and commercial management, including Senior Vice President – Electronics Solutions from September 2015 to November 2018, Vice President – Innovation and Marketing from 2000 to 2015, Managing Director – Final Finishes/Viatek from 1995 to 2000, Account Manager – Global Strategic Accounts from 1992 to 1995, Product Manager – Metallization from 1990 to 1992, Product Manager – Desmear and Full-Build Copper from 1989 to 1990, Senior Development Engineer from 1987 to 1989 and Research and Development Engineer from 1984 to 1987. Mr. D'Ambrisi joined MacDermid, Incorporated ("MacDermid") in 1984. MacDermid was acquired by the Company in October 2013. He holds a B.S. in Chemical Engineering from Lehigh University.
Michael Goralski is Executive Vice President, Head of Industrial & Specialty and Global Supply Chain of Element Solutions. Before being promoted to this role in August 2020, Mr. Goralski served as VP, Head of Global Supply Chain since April 2018. Previously, he held multiple leadership roles across the Company including VP Industrial Solutions Americas from 2015 to 2018, VP & GM North America from 2013 to 2015 and VP of Finance & Operations & Controller Americas from 2005 to 2013. Mr. Goralski joined MacDermid in 2001 as a Financial
Analyst for the Electronics Division. MacDermid was acquired by the Company in October 2013. He holds a B.S. in Accounting from The University of Connecticut.
COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis ("CD&A") presents our overall executive compensation philosophy and the main components of our executive compensation program as it applied to our NEOs (as defined under "EXECUTIVE COMPENSATION TABLES – 2020 Summary Compensation Table" below) in 2020:
The CD&A is organized as follows:
|Compensation Philosophy and Objectives||Employment Arrangements|
|Compensation-related Corporate Governance||Indemnity Agreements|
|Executive Compensation Setting Process||Stockholder Advisory Vote|
|Components of the Executive Compensation Program||Report of the Compensation Committee|
2020 Business Highlights
In 2020, the COVID-19 pandemic had a significant disruptive impact on global economies, supply chains and industrial production. Like most companies, we faced unprecedented challenges. Our industrially-oriented businesses were the most impacted, particularly those serving automotive end-markets. However, while the pandemic resulted in reduced demand in many markets, it also drove elevated demand in others, such as high-end electronics and advanced packaging.
We believe we nimbly and effectively managed our global operations throughout the pandemic in 2020. We implemented rigorous protocols focused on the health and safety of our employees and ensured business continuity across our supplier, manufacturing and distribution networks. Our supply chain demonstrated resilience and remained largely intact. We implemented significant actions to lower our cost structure, including a 15% base salary reduction for our CEO from April 1 to September 30, 2020 and a 10% base salary reduction for the other NEOs and members of senior management from April 1 to August 31, 2020. We implemented furloughs and other actions intended to mitigate the economic impact of COVID-19 and preserve capital and liquidity. These actions enabled us to meet our customers’ demands, effectively allocate our resources, manage cost and expenses, and deliver strong 2020 financial and operating results with growth in net sales, adjusted EBITDA, adjusted earnings per share ("EPS") and free cash flow. In light of this performance and the resilience of our cash flows, we initiated a $0.05 per share cash dividend in the fourth quarter of 2020.
We compensated our NEOs according to the design of our standard executive compensation program which, in 2020, took into consideration the Company's expected growth as well as market conditions, including the potential impact of COVID-19. No adjustments were made with respect to the compensation provided to our NEOs and we maintained the metrics and targets that were originally established for our 2020 annual bonus and long-term incentive plans. We believe the strength of our Company's variable cost operating model and our stable cash flow
profile allowed us to face the unexpected challenges of 2020 successfully. Overall, we believe our executive compensation is aligned with our robust 2020 business results.
Response to COVID-19
Throughout the COVID-19 pandemic, our highest priority has been protecting the health and safety of our employees. To that end, we have taken many measures, both proactive and reactive. We proactively developed and continue to implement Company-wide COVID-19 health and safety policies and procedures, including health screening, workspace cleaning guidelines, staggered work schedules, remote work where possible, travel restrictions and heightened sanitary and social distancing measures at our locations around the world. Working as a cohesive team, we also distributed Company-sponsored personal protective equipment (PPE) and implemented contact tracing systems to ensure business continuity. We also implemented regular pandemic updates to employees and designated key contacts leading the COVID-19 response, at the corporate and local levels. As a result of prioritizing these efforts, we had success in maintaining our facilities generally open throughout the year and in meeting the needs of our customers, including notably in the essential industries we serve.
As indicated above, we implemented temporary employee salary reductions and furloughs in 2020. The Company did not repurchase any shares of its common stock under its share repurchase program for the period during which these measures were in place. Importantly, the Company prioritized preserving the long-term growth prospects for its businesses over short-term cost actions which included maintaining R&D and capital expenditures in line with prior years and preserving employment. We did not pursue any material restructuring or workforce reductions in 2020.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The core of our executive compensation philosophy is that rewards should be linked to achievement of financial and operating performance metrics that drive stockholder value. “Commit” is one of the “5Cs” of our culture, and we and our people take our commitments and delivering on them seriously.
We design our executive compensation program and benefit policies in a way that we believe will attract, retain and reward an effective management team and key employees necessary for results that support our Company's growth and success, both operationally and strategically, and increase stockholder value. Our executive compensation program is designed to appropriately balance short-term objectives and long-term value creation with the ultimate goal of sustainably compounding intrinsic value per share. This approach guides the design and administration of our compensation and benefits packages, for the NEOs as well as our employees in general.
When designing our executive compensation plan, we focus on elements that we believe will promote the creation of stockholder value. To this end, we believe executive compensation should be (i) aligned with the achievement of multiple financial and operational metrics, both at the Company corporate level and segment level, and (ii) tied to the drivers of stockholder return.
The following table summarizes our compensation objectives, which guide our executive compensation programs, structure and decisions:
|Compensation Objectives||Our Actions|
|Attract and retain an effective management team|
We offer total compensation packages that consist of both compensation and benefits designed to be competitive with the market in which we operate.
We seek to retain our executives by benchmarking their compensation packages relative to companies in our Peer Group (as defined below) which are of similar size, scope and complexity.
|Motivate and reward our executives with a focus on pay-for-performance|
We tie a meaningful portion (approx. 70% on average) of total executive compensation to financial and stock price performance.
Our typical compensation package includes a mix of base salary, short-term cash incentives and long-term equity incentives based on performance — the balance of our compensation elements provides direct line of sight with our objectives, motivating executives to outperform on our strategic goals.
In line with our compensation philosophy to align pay and performance, when the Company outperforms or underperforms as compared to our pre-established goals, payouts can result in above or below target levels, respectively.
|Create a strong financial incentive that aligns with our long-term objectives and stockholders' interests|
Through a combination of appropriate performance metrics and targets, our executive officers are paid according to how the Company and/or its business segments perform.
In 2020, specific financial and performance measures used in our incentive programs included:
•Adjusted EBITDA, adjusted EPS, free cash flow, organic net sales growth, gross margin, working capital and individual objectives in our short-term incentive plan; and
•Adjusted organic EBITDA compound annual growth ("EBITDA CAGR") and adjusted EPS in our long-term incentive plan.
Management considers these measures as key indicators of the Company's operating performance, key aspects of budget planning across the organization and key drivers of long-term stockholder value.
COMPENSATION-RELATED CORPORATE GOVERNANCE
To ensure continued alignment of executive compensation with Company performance and creation of stockholder value on a long-term, sustainable basis, we strive to follow best practices and strong compensation-related corporate governance policies. Our key policies for executive compensation are set forth below:
What We Do
What We Don't Do
Pay for performance with a substantial majority (approx. 70% on average) of pay being performance-based and not guaranteed
|l||Provide tax gross-ups for perquisites, severance or change-in-control payments|
Consider multiple performance metrics to encourage balanced focus
|l||Guarantee pay increases or equity-based awards for executive officers|
Balance mixed and variable compensation as well as short- and long-term incentives
|l||Allow hedging, pledging or short sales of Company stock|
Use multi-year vesting terms for all executive officer equity awards
|l||Offer fixed-duration employment agreements with executive officers|
Subject annual and long-term incentive awards to clawback by the Company
|l||Stock option repricing or exchange without stockholder approval|
Engage an independent compensation consultant, when considered necessary or appropriate
|l||Allow liberal share recycling|
EXECUTIVE COMPENSATION SETTING PROCESS
Annual Review of the Compensation Committee
The Compensation Committee is generally charged with the oversight of our executive compensation and incentive programs. In addition, the Committee considers the proper alignment of executive pay policies with Company values and strategy by overseeing executive compensation policies, corporate performance measurement and our CEO performance assessment.
When making compensation decisions, with respect to our CEO or other executive officers, the Compensation Committee considers data from our Peer Group (as defined under "Market Benchmarking" below), the dynamics of the global specialty chemical industry in which we operate, alignment of our executive compensation program with stockholders' interests, stockholder feedback and voting guidelines of certain proxy advisory firms. The Committee also considers other factors, including individual and Company past-year performance, the impact of acquisitions, divestitures, restructurings and/or other unusual items, expected future contributions to the Company and past equity grants.
As it deems appropriate in its sole discretion, the Compensation Committee may retain the services of independent outside consultants to assist in the strategic review of our programs and arrangements relating to executive compensation and performance.
We use a peer group (the "Peer Group") as a reference for our executive compensation program. The Compensation Committee believes that our Peer Group is representative of the labor market from which we recruit executive talent. Factors used to select our Peer Group include industry segment, sales, profitability, market capitalization and number of employees.
The Peer Group used in 2020 was as follows:
H.B. Fuller Company
Ashland Global Holdings Inc.
W.R. Grace & Co.
Axalta Coating Systems Ltd.
International Flavors & Fragrances Inc.
Minerals Technologies Inc.
RPM International Inc.
Sensient Technologies Corporation
The Compensation Committee does not believe, however, that it is appropriate to make any compensation decisions, whether regarding base salaries or incentive pay, primarily based upon benchmarking to a peer or other representative group of companies. From time to time, information from independent compensation consultants regarding pay practices at other companies is provided to the Compensation Committee as a resource for its deliberations relating to executive compensation. Such information is useful in at least two respects: first, the Compensation Committee recognizes that compensation practices must be competitive in the marketplace; and second, this marketplace information is one of the many factors that both management and the Compensation Committee consider in assessing the reasonableness and appropriateness of our executive compensation program.
Although we do not target executive compensation to any Peer Group median, we strive to provide a compensation package that is competitive in the market and that rewards each executive’s performance in executing the strategic and financial goals of the Company.
Role of Executives in Establishing Compensation
Each year, our CEO and HR Lead evaluate the individual performance and the competitive pay positioning of senior management members who report directly to the CEO, including the NEOs. Our CEO and HR Lead then make recommendations to the Compensation Committee regarding the target compensation, job leveling and grading for such NEOs and other senior level employees of the Company. Our CEO follows the same process with regard to the target compensation of our HR Lead, without his input, and the Compensation Committee follows the same process with regard to the target compensation of our CEO, without his input.
On an annual basis, our executives, including the NEOs, set their individual performance objectives with our CEO. Each executive’s performance is reviewed throughout the year against his or her objectives. At the end of each year, our CEO conducts a final review for each executive and rates his or her performance. The performance evaluations are based on factors such as Company-wide and/or segment achievement, as applicable, and individual objectives. Individual performance is used by our CEO in consideration of individual merit-based salary increases.
Our Compensation Committee also meets in executive session at which some of our executives may be present. Our CEO reviews meeting materials with the Compensation Committee Chair prior to scheduled meetings. Under its charter, the Compensation Committee must review CEO compensation and evaluate CEO performance in light of the corporate goals and objectives and determine and approve CEO compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee considers the Company’s overall performance based on specific pre-established performance metrics, the value of similar incentive awards to chief executive officers at comparable companies, including companies within our Peer Group, and the awards granted to the Company’s CEOs in past years.
COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM
Our executive compensation program is intended to attract, retain and reward a high caliber of executive talent, align incentives with stockholders' interests and support the Company's pay-for-performance philosophy. From time to time, the Compensation Committee may also approve discretionary awards to executives in connection with their initial employment or for extraordinary Company performance, for a significant individual contribution to the Company’s strategic objectives or for retention purposes.
Our typical compensation package includes a mix of base salary, short-term cash incentives under our Annual Bonus Plan and long-term equity-based incentives under our long-term incentive program (the "LTI Program").
The majority of our NEOs' compensation is performance-based and not guaranteed. The following table summarizes each of the primary components of executive compensation, their respective types (fixed or variable (ie., tied to performance)), their respective primary objectives and the related actions taken in 2020 with respect to each of them:
|Pay Component||Fixed or Variable||Primary Objectives||2020 Actions|
|Base Salary||Fixed Short-Term Cash|
•To attract, retain and motivate high-quality executives to lead our complex global business with competitive salaries based on each executive's responsibilities, individual performance, internal pay equity, compensation history and potential
•No formulaic base salary increases or guarantee of increases
•Reflects individual performance and changes in the competitive marketplace for talent
|Annual Bonus Plan||Variable Short-Term Cash|
•Granted annually for prior year performance to attract, retain and motivate key executives
•To reward achievement of annual financial and individual performance targets set in conjunction with annual budget process
•Each executive's annual bonus target opportunity is determined based on his/her responsibilities, individual performance and internal pay equity
Same bonus pool structure as in 2019 which reflects the new strategic objectives, value drivers and priorities of Element Solutions post Arysta Sale:
•Funding of bonus pool based on adjusted EBITDA achievement at the corporate and segment levels
•Adjusted EPS, free cash flow, organic net sales growth, gross margin, working capital and individual performance are used as performance metrics to determine bonus payouts
|LTI Program||Variable Long-Term Equity Grants|
•To motivate and reward efficient capital allocation, annual profitability performance, deleveraging the Company and long-term shareholder value creation
•To align executives’ interests with those of shareholders by paying 100% of the earned award in shares of our common stock
2020 LTI program consisted of:
•Performance-based restricted stock units ("PRSUs") with adjusted EBITDA CAGR and adjusted EPS as underlying performance metrics
•Stock options ("SOPs")
There were no time-based restricted stock units ("RSUs") granted in 2020.
|Benefits and Other Perquisites||__|
•To Attract and retain executive officers with appropriate health and welfare benefits consistent with the marketplace
•Convey additional value in connection with performing employment tasks
|Generally consistent with 2019|
Consistent with our commitment to a strong, positive link between our business objectives, our performance and our executive compensation practices, we have placed a significant emphasis on pay “at risk,” based on the achievement of financial performance and the performance of our stock.
Each of the pay components is described in further detail below:
|Cash Compensation - Base Salary (Fixed)|
Base salary is the only fixed portion of the NEOs' total direct compensation. Base salaries are intended to attract, motivate and retain the quality executives needed to lead our complex global business and to compensate executives for their responsibilities while fostering sustained individual performance.
In general, base salaries are initially established through arm’s-length negotiation at the time the executive officer is hired or promoted, taking into account factors such as the executive officer’s qualifications, experience and intended role at the Company. The Compensation Committee sets or increases the salary of each executive as part of its annual compensation review process. Adjustments may be decided, as appropriate, based on responsibilities, individual contributions, prior experience and sustained performance. Base salaries are also benchmarked against the practices of our Peer Group and other market data and reviewed, from time to time, in the case of promotions or other significant changes in responsibility. No formulaic base salary increases or guarantee of base salary increases are provided to the NEOs. This strategy is consistent with our intent of offering base salaries that are cost-effective while remaining competitive.
2020 Base Salaries
To preserve capital and liquidity in the context of the COVID-19 pandemic, we implemented temporary employee base salary reductions, including a 15% reduction for our CEO from April 1 to September 30, 2020 and a 10% reduction for the other NEOs from April 1 to August 31, 2020. The table below summarizes these reductions:
|Name Executive Officer||2020 |
Base Salary ($)
As Adjusted ($)
|Carey J. Dorman||380,625||362,520|
|John E. Capps||528,000||502,880|
|Joseph J. D'Ambrisi||423,341||403,200|
|Patricia A. Mount||264,000||253,000|
The base salary, as adjusted, earned in 2020 by each NEO is reflected in the "Salary" column of the 2020 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.
|Cash Compensation - Annual Bonus Plan (Variable)|
Cash bonuses are awarded by our Compensation Committee on an annual basis pursuant to our Annual Bonus Plan. This plan is designed annually to provide incentives towards financial and operational performance targets and reward the achievement of profitable growth. Operational performance targets are set in conjunction with the Company's annual budget process.
Annually, based on a review of the Company's annual and long-term financial goals, operational plans, strategic initiatives and actual results for the prior year, the Compensation Committee establishes the financial performance metrics used to measure Company performance, their relative weighting, the overall bonus pool opportunity and the
Annual Bonus Plan target opportunity for each participating employee, including the NEOs, as a percentage of his or her current base salary. Payments under this plan are typically made in the first quarter of the year following the year in which the bonus was earned after finalization of the Company's audited consolidated financial statements.
To determine the bonus payout for the year, the Compensation Committee establishes a bonus pool factor (the "Bonus Pool Factor"), calculated as the available bonus pool at the applicable performance level (as set by the Compensation Committee) divided by the target level bonus payout in dollar terms, which can range from 0% to a maximum set by the Compensation Committee each year. To the extent the Bonus Pool Factor is greater than zero, the Compensation Committee then assesses the achievement of certain performance metrics (collectively, the "Performance Metrics") to determine corporate, segment and individual performance using a weighting formula. The Bonus Pool Factor is then applied to the results of such Performance Metrics, which results can range from 0% to 100%, and then to each individual's Annual Bonus Plan target opportunity in order to determine the actual bonus payout of such individual:
|Annual Bonus Plan Formula|
|Bonus Pool Factor X||Performance Metrics X|| Bonus Plan Target Opportunity =||Bonus Payout|
2020 Annual Bonus Plan
Bonus Pool Factor and Performance Metrics
The 2020 Annual Bonus Plan was consistent in structure to the 2019 plan with a bonus pool whose funding based on adjusted EBITDA achievement at various organizational levels and bonus payouts determined based on a series of other key financial and individual Performance Metrics. The objective of this structure, implemented in 2019, is to align our global organization with Element Solutions post-Arysta Sale by balancing Company-wide financial measures and business-specific performance metrics.
During 2020, we compensated our NEOs with annual bonuses consistent with this structure without any adjustment. The maximum Bonus Pool Factor and Performance Metrics were set and measured (i) at the consolidated corporate level for our CEO, CFO, GC, Head of I&S and retired VP - Program Management & Integration and (ii) at both the consolidated corporate level and segment level for our Head of Electronics (the "Segment NEO"). The annual bonus of our Head of I&S was measured at the consolidated corporate level in 2020 as he initially served, and continues to serve, as Head of Global Supply Chain in addition to his new I&S leadership responsibilities. This new role was assigned to Mr. Michael Goralski, effective August 1, 2020, following the retirement of Mr. Scot R. Benson, our former President & Chief Operating Officer, on June 20, 2020. Going forward, Mr. Goralski's annual bonus is expected to be based on performance at both the consolidated corporate level and I&S segment level, similar to the Segment NEO's 2020 bonus structure.
For the NEOs, the Compensation Committee approved the selection of adjusted EBITDA as the bonus pool funding metric, at both the corporate and segment levels, and each of the following Performance Metrics for the reasons below:
|Reasons for Selection|
|Bonus Pool Factor|
Sets bonus pool funding level
•Key indicator of the Company's operating performance
•Key aspect of budget planning across the organization
•Aligns corporate and investor interests
•Key indicator of the Company's earnings power
•Correlates to stockholder value creation
|Free cash flow*|
•Key metric used by management to assess business performance
|Organic net sales growth*|
•Key measures of commercial performance
•Demonstrates the Company's ability to grow its existing business without consideration of acquisitions or divestiture activity
•Focuses commercial teams on retaining and growing high-value, profitable sales
•Promotes greater focus on R&D and innovation
|Working capital (as % of net sales) |
•Important measure of operating cash flow generation and conversion
•Aligns segment incentives with the Company's free cash flow goals
|Corporate and Segment Levels|
•Supports strategic objectives not captured in other Performance Metrics, many of which are outside of a one-year compensation cycle
•Focuses on specific critical projects within our organization.
•Generally funded on the same basis as adjusted EPS
* For definitions of these non-GAAP financial measures, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.
We believe these Performance Metrics translate to stockholder value creation and are transparent to both employees and investors.
Each metric is individually weighted to reflect the determination of its importance and the value its achievement can bring to the Company's stockholders. The Performance Metric weightings for the 2020 Annual Bonus Plan, at the corporate and segment levels, were as follows:
|Adjusted EPS||Free Cash Flow||Organic |
Net Sales Growth
(as % Net Sales)
|All NEOs Except Segment NEO|
Note: Totals may not sum due to rounding
Working capital (as % of net sales) is defined as accounts receivable plus inventory less accounts payable, and is calculated as the quarterly average of net working capital divided by the trailing 12 months of net sales.
The individual objectives component rewards executives for contributions in other key areas not captured in the Performance Metrics. These objectives may be based on other quantifiable financial targets, cost saving initiatives, lean operating principles, safety and quality measurements and/or overall leadership. Going forward, as our ESG strategy matures, we may consider tying individual performance to certain of our ESG objectives. Given the nature of the Company's businesses, the Compensation Committee believes this allocation of financial and personal performance provides an appropriate balance among Company's results and individual accountability.
Performance Targets and Achievement
In 2020, in the context of the COVID-19 pandemic and to preserve liquidity, the Compensation Committee approved a maximum Bonus Pool Factor of 150% at the consolidated corporate level (vs. 200% in 2019) and 143% for our Electronics segment. There was no minimum performance payout. Notwithstanding our 2020 adjusted EBITDA performance achieving levels beyond the stretch levels, no adjustments were made to the 2020 Bonus Plan Factor or the adjusted EBITDA performance levels.
|Bonus Pool Funding Metric||Consolidated Corporate Level|
|$379 million||$390 million|
* Includes the impact of bonus expense on adjusted EBITDA
** For a definition and reconciliation of adjusted EBITDA, a non-GAAP measure, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.
As shown above, the achieved Bonus Pool Factor was determined by adjusted EBITDA achievement. The following table describes the sliding scale relationship between adjusted EBITDA achievement and the Bonus Pool Factor:
|Adjusted EBITDA Performance||Bonus Pool Factor||Payout|
|From Threshold to Target||Builds linearly from 0% at threshold to 100% at target of $379 million||Bonus Pool Factor x Performance Metric Achievement (capped at 100%)|
|Above Target||Above target adjusted EBITDA performance began to increase the Bonus Pool Factor at a level of $5 million higher than the target level, at which point the Bonus Pool Factor built linearly with adjusted EBITDA and with 40% of adjusted EBITDA contributing to the pool until the Bonus Pool Factor reached its maximum (150% at corporate level and 143% at Electronics level)||Bonus Pool Factor x Performance Metric Achievement (capped at 100%)|
We believe the Bonus Pool Factor determination described above properly aligns employees interests with those of our stockholders. When adjusted EBITDA is at or near plan, employees are compensated in-line with their target compensation packages. When adjusted EBITDA performance is well below plan, employee bonuses are reduced commensurately, in order to variabilize operating cost and conserve earnings. When adjusted EBITDA performance is significantly above target expectations, the majority of the extra earnings accrue to equity and employees also benefit.
The following table summarizes the 2020 performance levels of each of the corporate Performance Metrics and their 2020 actual results. In 2020, the maximum Performance Metric payout was 100% (Target level).
Threshold (50% payout)
Target (100% payout)
Free cash flow
|$190 million||$200 million||$249 million|
* For definitions and reconciliations of adjusted EPS and free cash flows, which are non-GAAP measures, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.
At the time the 2020 target levels were set for the Bonus Pool Factor and each of the corporate and segment Performance Metrics, the Compensation Committee believed these levels were ambitious based on the expected impact of the COVID-19 pandemic, yet reasonably attainable taking into account the Company's cost action planning and other ongoing initiatives. Segment targets are based on internal strategic business plans goals that are set annually.
In 2020, the individual objectives for our CEO, CFO, GC and retired VP - Program Management & Integration, were tied to adjusted EPS achievement. This individual performance metric resulted in a 100% payout for these corporate level NEOs. At the segment level, for both our Head of Electronics and Head of I&S, the individual objectives were tied to segment performance of our Electronics and Industrial & Specialty businesses, respectively, measured in terms of strategy, long-term strategic execution and quantitative deliverables. These individual goals resulted in achievements of 87% for our Head of Electronics and 98% for our Head of I&S.
2020 Annual Bonus Plan Payouts
The 2020 Annual Bonus Plan payouts to our NEOs, based on the actual achievement of each of the Performance Metrics and after applying the maximum Bonus Pool Factor of 150% or 143%, as applicable, are included in the "Non-Equity Incentive Plan Compensation" column of the 2020 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.
The Annual Bonus Plan target opportunities for each NEO in 2020 were: 50% of her base salary for Ms. Mount, an average of 54% base salary for Mr. Goralski, 60% base salary for Mr. D'Ambrisi, 75% base salary for Mr. Dorman and 100% base salary for Messrs. Gliklich and Capps. In 2020, based on the Annual Bonus Plan formula indicated above, each of the NEOs received a total Annual Bonus Plan payout equivalent to the following percentage of their respective Annual Bonus Plan target opportunities: 150% for Messrs. Gliklich, Capps and Dorman and for Ms. Mount, 139% for Mr. D'Ambrisi and 149% for Mr. Goralski.
|Equity-Based Long-Term Incentives - LTI Program (Variable)|
Our LTI Program is designed to align the financial interests of our executives with those of the Company's stockholders by rewarding the achievement of specific pre-established financial metrics over multi-year performance periods, therefore creating long-term stockholder value. The Compensation Committee believes that stockholders’ interests are best served by balancing the focus of executives’ decisions between short- and long-term measures. It also believes that providing executives with opportunities to acquire significant stakes in the Company growth incentivizes, and rewards, executives for sound business decisions and high-performance team environments while fostering the accomplishment of short- and long-term strategic objectives and improvement in stockholder value, all of which are essential to our ongoing success.
How Equity-Based Compensation is Determined
Annually, the Compensation Committee reviews our LTI Program to determine (i) the equity compensation mix, (ii) the vesting periods and (iii), with respect to PRSUs, the performance metrics used to encourage long-term success as
well as their respective weightings and annual and cumulative targets. In addition, the Compensation Committee annually sets a LTI Program target award (in dollar value) for each NEO which reflects the total award a NEO has the opportunity to receive at the end of the applicable three-year performance period (at target level).
Awards granted under our LTI Program (the "LTI Awards") are typically granted in the first quarter of the year in connection with the Compensation Committee's other annual compensation decisions. LTI Awards may also be given from time to time during the year in connection with hiring decisions and recognition of exemplary achievement, promotions or other compensation adjustments.
All LTI Awards are granted under the Company's amended and restated 2013 incentive compensation plan (the "2013 Plan"), which was approved by the stockholders of the Company in June 2014. A maximum of 15,500,000 shares of common stock were authorized to be issued under the 2013 Plan. At December 31, 2020, a total of 4,238,736 shares of common stock had been issued, and 4,939,688 RSUs, PRSUs and SOPs were outstanding under the 2013 Plan, exclusive of 1,049,727 shares reserved for incremental payouts on PRSUs assuming maximum performance relative to their underlying performance metrics.
2020 LTI Program
Similar to last year, the Compensation Committee determined to use PRSUs and SOPs. The Compensation Committee selected adjusted EBITDA CAGR, on a constant currency basis, and adjusted EPS as performance metrics underlying the 2020 PRSUs. The Committee believes these metrics provide a more complete understanding of the long-term profitability trends of the Company’s business, facilitate comparisons of its profitability to prior and future periods and correlate to stockholder value creation. For definitions of "adjusted EBITDA CAGR," "adjusted EPS" and constant currency, which are non-GAAP measures, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.
In 2020, the mix of equity-based incentive awards consisted of 67% PRSUs and 33% SOPs, with the PRSUs vesting after a three-year performance period and the SOPs vesting in 1/3 annual increments over three years. The Compensation Committee believes that commencing a new three-year cycle each year provides a regular opportunity to align goals with the Company's ongoing strategic planning process, to reflect its evolving business priorities and market factors and, when applicable, to re-evaluate long-term metrics. With respect to PRSUs, to the extent that the Company's results meet the minimum or the maximum financial goals, the actual payout to the NEOs could be significantly less or more than the initial total PRSU target award, with the recipient of 2020 LTI Awards eligible to earn up to 150% of the number of PRSUs initially granted or as few as zero shares.
In connection with their appointment as executive officers in 2020, Mr. D'Ambrisi and Mr. Goralski received special, discrete long-stretch executive grants, identical to those previously disclosed in last year's proxy statement. Mr. Dorman received an additional special long-stretch executive grant to further align his original grant with those of the other NEOs. Although the outcome of achieving their performance condition is deemed improbable at this time, no adjustments were made to these grants in 2020 and the Company believes they remain robust incentives towards exceptional performance and stockholder value.
A description of the 2020 LTI Awards is included below:
Performance-Based Restricted Stock Units (PRSUs)
The number of PRSUs granted to an executive was determined by multiplying 67% of the total LTI Program target award of such executive by the per share value of the Company's common stock on the day prior to the grant date. The number of PRSUs granted represents a target number of PRSUs that the executive has the opportunity to receive. The actual number of PRSUs awarded to the executive at the end of the applicable three-year performance period is determined based on the achievement by the Company of certain adjusted EBITDA CAGR and adjusted EPS goals.
The following table summarizes the 2020 performance levels for each of these performance metrics, and their respective weighted payout percentage:
|2020 PRSU Performance Levels|
Threshold (50% payout)
Target (100% payout)
3-Year Constant Currency Adj. EBITDA CAGR
2022 Adjusted EPS
* For definitions of adjusted EBITDA CAGR, adjusted EPS and constant currency, which are non-GAAP measures, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.
Holders of PRSUs have no voting rights with respect to the PRSUs they received until issuance of the vested shares. Depending on performance achievement, each PRSU represents a contingent right to receive up to 1.5 share of the Company's common stock. In addition, PRSUs may, in certain circumstances, become immediately vested as of the date of a change in control of the Company.
The number and grant date fair value of the PRSUs granted in 2020 to each NEO are listed in the "Target" column under "Estimated Future Payouts Under Equity Incentive Plan Awards" and "Grant Date Fair Value of Stock and Option Awards" of the Grants of Plan-Based Awards in 2020 table under "EXECUTIVE COMPENSATION TABLES" below.
Stock Options (SOPs)
SOPs were granted to an executive at an exercise price equal to the fair market value of the Company's shares of common stock on the grant date. The number of SOPs granted was determined by dividing 33% of the total LTI Program target award of such executive by an estimated Black-Scholes value of the SOP. SOPs vest in 1/3 annual increments over a three-year period and expire in ten years.
SOPs entitle the holder to purchase shares of the Company's common stock during a specified period at a certain exercise price. The holder has no rights or privileges of a stockholder of the Company with respect to any shares purchasable or issuable upon the exercise of the SOP, in whole or in part, prior to the date on which the shares are issued. Holders of SOPs are not entitled to dividends or dividend equivalents. The SOPs may, in certain circumstances, become immediately vested as of the date of a change in control of the Company.
The grant date fair value of SOPs, which equals the expense related to the 2020 SOP grants to the NEOs, is listed in the "Option Awards" column of the 2020 Summary Compensation Table and the "Grant Date Fair Value of Stock and Option Awards" column of the Grants of Plan-Based Awards in 2020 table, both under "EXECUTIVE COMPENSATION TABLES" below.
Changes to our LTI Program Commencing with 2021 LTI Awards
Dividend Equivalents. In the context of the Company's quarterly cash dividend initiated in the fourth quarter of 2020, the Compensation Committee, in February 2021, provided for the accrual of dividends or dividend equivalents with respect to PRSU and RSU grants going forward, starting with the 2021 LTI Awards. Such dividends or dividend equivalents are subject to the same terms and conditions as, and will in no event be paid prior to the vesting of, the LTI Awards to which they relate. Upon vesting, eligible LTI Award recipients will receive dividends or dividend equivalents with a value equal to the amount of dividends accrued on the shares underlying the LTI
Awards that actually vest. Dividends or dividend equivalents will be paid in cash, unless the Compensation Committee determines to pay them in shares.
Discontinued SOPs. Considering that stock price volatility can greatly change the intended values of SOPs, in February 2021 the Compensation Committee decided not to include SOP grants in the 2021 LTI Program. Instead, in 2021 executives were granted RSUs vesting in 1/3 annual increments over the next three years which terms are consistent with RSUs granted to other Company employees.
|Benefits and Other Perquisites|
We provide employees, including the NEOs, with benefits and other perquisites that are designed to assist in attracting and retaining skilled employees and to be competitive with market practice. In addition to base salary, cash awards under our Annual Bonus Plan and equity-based LTI Awards under our LTI Program, we provided and continue to provide the following executive benefit programs to our NEOs, other executives and employees in general:
Employee Savings & 401(k) Plan
Most of our domestic employees, including our NEOs, are eligible to participate in the Company's tax-qualified Employee Savings & 401(k) Plan (the "401(k) Plan"). Pursuant to the 401(k) Plan, employees may elect to contribute a portion of their current compensation to the 401(k) Plan, in an amount up to the statutorily prescribed annual limit. The 401(k) Plan provides the option for the Company to make match contributions, non-elective contribution or profit sharing contributions. Participants may also direct the investment of their 401(k) Plan accounts into several investment alternatives, including the investment into shares of our common stock.
In 2020, the Company matched 50% of the first 6% of the employee's eligible deferral. In addition, a non-elective contribution of 3% of eligible compensation of 2020 was allocated to eligible participants who were credited with at least 1,000 hours of service in the year for which the contributions are made and employed by the Company on the last day of that plan year. There were no profit sharing contributions for 2020.
Company matching and non-elective contributions allocated to each NEO under the 401(k) Plan are shown in the "All Other Compensation" column in the 2020 Summary Compensation Table under "EXECUTIVE COMPENSATION TABLES" below.
Employee Stock Purchase Plan
The Company's 2014 Employee Stock Purchase Plan (the "ESPP") was ratified by the Company’s stockholders in June 2014. The purpose of the ESPP is to provide eligible employees of the Company (or any subsidiary or affiliate that has been designated by the administrator to participate in the plan) a convenient method of becoming stockholders of the Company, encourage employees to work in the best interests of the Company's stockholders, support recruitment and retention of qualified employees, and provide employees an advantageous means of accumulating long-term investments. We believe that employees’ participation in the ownership of our businesses is to the mutual benefit of both the employees and the Company.
No NEO is currently enrolled in the ESPP.
MacDermid, Inc. Employees' Pension Plan. The Company provides retirement benefits to certain employees under its domestic defined benefit pension plan (as amended and restated, the "Pension Plan"), a non-contributory pension plan, which provides retirement benefits based upon years of service and compensation levels. The Pension Plan was frozen and closed to new participants on December 31, 2013 in connection with the acquisition by the Company of MacDermid Holdings, LLC on October 31, 2013.
Mr. D'Ambrisi and Mr. Goralski are the only NEOs grandfathered and eligible to participate in the Pension Plan. For more information, see "2020 Pension Benefits" under "EXECUTIVE COMPENSATION TABLES" below.
Other benefits, such as life insurance, paid time off, relocation expenses and matching charitable gifts are intended to provide a stable array of support to our employees, and these core benefits are provided to all employees.
|Other Compensation-Related Practices and Policies|
Change in Control Agreements
As further described under "EXECUTIVE COMPENSATION TABLES — Termination and Change in Control Arrangements" below, we have entered into change in control agreements (the "CIC Agreements") with each of the NEOs, except Ms. Mount who retired in March 2021. The CIC Agreements contain severance provisions subject to a double-trigger provision that requires both a change in control of the Company (as defined in the CIC Agreements) and separation from service within a period from six months prior to a change in control to two years following the change in control.
In line with best practices, our CIC Agreements do not:
•have a liberal definition of change in control;
•provide termination payments or benefits without involuntary job loss or substantial diminution of duties;
•provide termination cash payments in excess of 2 times base salary and annual cash target bonus; or
•provide for tax gross-ups.
The Compensation Committee periodically reviews the form of CIC Agreement as well as the list of executives eligible for this agreement. We believe CIC Agreements serve the best interests of the Company and our stockholders by allowing our executives to exercise sound business judgment without fear of significant economic loss in the event they lose their employment with the Company as a result of a change in control. The Compensation Committee also believes, from its experience and based upon the advice of independent compensation consultants, that such arrangements are competitive, reasonable and necessary to attract, motivate and retain key executives. The CIC Agreements do not materially affect the Compensation Committee’s annual compensation determinations, as the terms of such agreements are triggered only in connection with a change in control.
No Liberal Share Recycling
If an LTI Award is forfeited or if an SOP award expires prior to being exercised, the shares subject to that award will again become available for issuance under the 2013 Plan. However, it is our policy that shares of common stock that are issued and tendered by a participant or withheld by the Company to pay the exercise price or withholding taxes relating to the vesting, exercise or settlement of any LTI Awards do not become available for issuance again as future awards under the 2013 Plan.
Pursuant to the terms of the 2013 Plan, all awards are subject to clawback by the Company for the recapture of any benefits under any award agreement that the Compensation Committee deems necessary or appropriate.
In addition, all our LTI Award agreements include clawback provisions which allow the Company to cancel the LTI Awards, seek reimbursement of any benefit conferred under the LTI Awards, and effect any other right of recoupment of equity or other compensation, provided under the 2013 Plan or otherwise, in its discretion and/or in accordance with any Company policies that may exist from time to time.
Equity Holding Policy
To ensure strong linkage between the interests of our management team and those of our stockholders, the Compensation Committee has adopted stock ownership guidelines. Under this policy, all officers of the Company, including the NEOs and certain other employees who receive LTI Awards, are required to meet certain equity holding requirements within five years after the later of the date such person becomes an officer of the Company or such employee first receives a LTI Award.
Holding requirements include:
•CEO: five times base salary;
•Other officers: two times base salary; and
•Certain other management equity recipients: one time base salary.
For purposes of these stock ownership guidelines, equity includes: (i) shares of common stock beneficially owned by or on behalf of an individual or an immediate family member residing in the same household, including stock held in trusts or plans approved by the Internal Revenue Service; (ii) vested or unvested PRSUs or RSUs; and (iii) the net value, expressed in shares of our common stock, of any vested SOPs.
As of the date of this Proxy Statement, all NEOs were in compliance with this policy.
Hedging and Pledging Securities
Our Insider Trading Policy precludes all directors, executive officers and certain other designated employees from entering into hedging or monetization transactions, such as zero-cost collars and forward sale contracts, that allow the individual to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the holder of these securities may no longer have the same objectives as the Company's other stockholders. In addition, directors, executive officers and certain employees may not engage in short sales of the Company's securities, and we advise our directors, executive officers and certain employees to exercise caution when opening margin accounts or pledging the Company's securities. These policies are designed to ensure compliance with our Insider Trading Policy and other applicable insider trading rules.
Use of Consultants and Other Advisors
Our Compensation Committee may retain an outside compensation and benefits consulting firm from time to time to respond directly to the Compensation Committee and its inquiries regarding management pay, compensation design and other related matters. The Compensation Committee may ask that management participate in these engagements. However, use of a particular consulting firm by the Compensation Committee does not preclude management from hiring a different consulting firm.
In early 2021, the Compensation Committee engaged Willis Towers Watson with respect to 2020 and 2021 compensation matters. With respect to 2020, Willis Towers Watson provided compensation analysis and recommendations, primarily in the context of the COVID-19 pandemic. For 2021, they advised more generally on matters related to the Company's compensation program.
Effective for taxable years beginning after December 31, 2017, the Tax Cuts and Jobs Act of 2017 eliminated the performance-based compensation exception from the $1 million limitation on deductible compensation paid to certain executives under Section 162(m) of the Internal Revenue Code. As a result, beginning in 2018, performance-based compensation paid to each of our covered executive officers is subject to the $1 million per-person limitation
for total deductible compensation unless the performance-based portion of such compensation qualifies for transition relief that applies to performance-based compensation paid under binding contracts that were in effect as of November 2, 2017.
Considering the highly competitive market for talent in our industry, the Compensation Committee reserves the right to modify compensation that was initially designed to benefit from the Section 162(m) performance-based exemption if it determines that such modifications are consistent with our business needs. In addition, the Committee may award compensation in the future that is not fully deductible under Section 162(m) to attract, motivate and retain successful executives while promoting various corporate objectives and creating higher stockholder value.
None of the NEOs is a party to an employment agreement. Their respective total direct compensation is approved by the Compensation Committee and generally determined by the compensation plans in which they participate or other arrangements as described above and in "Potential Payments upon Termination or Change in Control" under "EXECUTIVE COMPENSATION TABLES" below. In addition, their respective base salary is reviewed, determined and approved on an annual basis by the Compensation Committee.
All NEOs, except Ms. Mount who retired in March 2021, entered into a CIC Agreement with the Company which governs the payments to be received by each of them upon a change in control (as defined in the CIC Agreements). See "EXECUTIVE COMPENSATION TABLES — Termination and Change in Control Arrangements" below.
We entered into Director and Officer Indemnification Agreements with certain officers to cover any personal liability in connection with their services to the Company. In addition, our Certificate of Incorporation, as amended, and our Amended and Restated By-Laws provide that we will indemnify any of our officers, including each NEOs, to the fullest extent permitted by applicable law, against any and all costs, expenses or liabilities incurred by them by reason of being or having been an officer of the Company.
|STOCKHOLDER ADVISORY VOTE|
As part of its compensation setting process, the Compensation Committee evaluates the results of the most recent advisory vote of the Company's stockholders on executive compensation, commonly known as the "Say-on-Pay" vote, and any feedback received from the Company's stockholders in conjunction with this vote.
At the 2020 Annual Meeting, 50.4% of votes were cast in support of the Company’s 2019 executive compensation program, compared to an average of approximately 92% support over the four years preceding that vote. After the meeting, in addition to our normal engagement with our stockholder base, the Company conducted targeted outreach to our largest stockholders and other smaller stockholders who had indicated a desire or willingness to engage on the topic of executive compensation. During these discussions with stockholders, the most commonly expressed concerns related to the Arysta Sale transaction bonuses and certain equity vesting and payments to our prior CEO at the time of his retirement in conjunction with the Arysta Sale, which were disclosed in our 2018 and/or 2019 proxy statements. To a lesser extent, some stockholders commented on certain special long-term stretch incentive stock awards approved in connection with strategic goals set by the Board at the time of the Arysta Sale and certain discretionary adjustments made to the 2019 Bonus Pool Factor under our 2019 Annual Bonus Plan, which were also disclosed in the 2019 proxy statement. Finally, some stockholders requested more detail with respect to our executive compensation programs, in particular with respect to our annual bonus plan (the "Annual Bonus Plan").
The Arysta Sale bonuses, the arrangements with our retired CEO, and the stretch incentive stock awards were discrete events in the context of the successful completion of the Arysta Sale in January 2019, at which time our former CEO retired from his role and the Company became "Element Solutions Inc" under new management and with new strategic direction.
Although the Arysta Sale bonuses and compensation arrangements with our former CEO in conjunction with his retirement in 2019 are not recurring types of arrangements, our Compensation Committee took note of our stockholders' concerns with respect to any similar arrangements in the future. The Company notes that, following the Arysta Sale and the retirement of our former CEO, the actual year-over-year total compensation of our new executive team decreased by approximately 30% from 2018 to 2019 and believes that the issues raised most often by our stockholders are not representative of our current executive compensation levels or structures for our CEO or other executives. During our conversations, our stockholders did not express concern with the level or structure of compensation for our executive officers since the Arysta Sale.
In addition, some stockholders commented on the 2019 long-term stretch incentive awards to management. At the time of the Arysta Sale, our Board undertook a comprehensive review of the Company's growth strategy and management incentives as they related to strategic goals set by the Board. As a result of this review, our Annual Bonus Plan structure was revised and the long-term stretch incentive awards were granted to reflect the new objectives of the Company. These awards are designed to create stockholder value with a goal to double our adjusted EPS to $1.36 during the four-year performance period ending in 2022, which is more ambitious than our publicly-disclosed goal of achieving adjusted EPS of $1.36 by 2023. Although the probability of achieving the performance targets in these awards is deemed improbable at this time, no adjustments were made to these grants in 2020 and the Company believes they remain robust incentives towards exceptional performance and stockholder value.
Some stockholders also mentioned certain adjustments made to the 2019 Bonus Pool Factor under our 2019 Annual Bonus Plan which resulted in a 64% payout. These adjustments were made to account for the organizational changes that occurred during 2019 as described above, the uncertainties of a budget- and incentive-setting process during a year in which the Company completed the Arysta Sale and underwent a thorough reorganization, and the fact that a new bonus structure had been implemented during 2019 which reflected a new framework and culture with regard to budgeting and forecasting.
After engaging our stockholders, we confirmed that most understood the rationale behind, and strategic need for, the payments, grants and adjustments described above during what was a time of transition and corporate re-organization. Stockholders were generally supportive of our new leadership structure and executive compensation programs. Regardless, to further align the Company's interests with those of our stockholders, the following actions were taken:
•In July 2020, the Board made changes to the composition of our Compensation Committee and appointed a new chair of the Committee to guide our executive compensation planning. The new chair of the Committee, Mr. Christopher T. Fraser, joined the Board as an independent director in April 2019. Mr. Fraser brings to the Board his experience as Chairman of the Board of KMG and as a compensation committee member of PHX minerals Inc.
•The Compensation Committee determined not to make any adjustment to the 2020 Bonus Pool Factor or the underlying adjusted EBITDA performance levels for any of our NEOs despite the impact of COVID-19 during the year.
•Similarly, the Compensation Committee did not make any adjustments to outstanding LTI Program awards or any performance metrics underlying such awards for any of our NEOs in 2020. This resulted in the 2018 PRSUs and 60% of the 2014 PRSUs previously granted to NEOs not vesting, as the Company did not achieve the performance targets pre-established under these grants.
•During the height of the COVID-19 pandemic, our officers agreed to take temporary salary reductions, including a 15% reduction for our CEO from April 1 to September 30, 2020 and a 10% reduction for the other NEOs and other members of senior management from April 1 to August 31, 2020.
Finally, some stockholders requested additional information with respect to our executive compensation programs, in particular with respect to our Annual Bonus Plan. To enhance transparency, we have provided additional disclosure in this Proxy Statement regarding the performance metrics in our compensation process and, with respect to our Annual Bonus Plan, how we measure the Bonus Pool Factor (as defined below) based on adjusted EBITDA achievement.
We intend to continue to consider stockholder feedback, in the context of future "Say on Pay" votes or our ongoing stockholder engagement programs, and to make adjustments based upon evolving best practices, market compensation information and changing regulatory requirements.
REPORT OF THE COMPENSATION COMMITTEE
The information contained in this Report of the Compensation Committee shall not be deemed to be "soliciting material" or "filed" with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that the Company specifically incorporates it by reference into a document filed with the SEC under the Securities Act or the Exchange Act.
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
The Compensation Committee
Christopher T. Fraser, Chair
Ian G.H. Ashken
EXECUTIVE COMPENSATION TABLES
2020 Summary Compensation Table
The following summary compensation table sets forth the annual and long-term compensation of our CEO, CFO and each of our four other executive officers whose annual salary and bonus exceeded $100,000 in 2020 (collectively, the "NEOs"):
Name and Principal Position
Option Awards ($)(7)
Change in Pension Value and Non-qualified
Deferred Compensation Earnings
|John E. Capps||2020||502,880||—||356,132||174,983||792,000||—||18,180||1,844,175|
Head of Electronics
Head of I&S
Retired VP - Program Mgt & Integration
(1) Mr. Dorman, CFO of the Company since March 12, 2019, was not a named executive officer in 2018.
(2) Messrs. D'Ambrisi and Goralski were appointed as executive officers of the Company on December 15, 2020. They were not named executive officers in 2019 or 2018.
(3) Ms. Mount, who was appointed as executive officer of the Company on December 13, 2019, was not a named executive officer in 2018. In March 2021, Ms. Mount retired from her position as VP - Program Management & Integration.
(4) The amounts for 2020 represent as adjusted base salaries. In the context of the COVID-19 pandemic, we implemented temporary employee base salary reductions, including a 15% reduction for our CEO from April 1 to September 30, 2020 and a 10% reduction for the other NEOs from April 1 to August 31, 2020. See "COMPENSATION DISCUSSION AND ANALYSIS - Components of the Executive Compensation Program - Cash Compensation - Base Salary (Fixed)" above.
(5) The amounts in this column represented one-off cash transaction bonuses related to the Arysta Sale.
(6) The amounts in this column represent the aggregate grant date fair value of equity awards granted during each respective year computed in accordance with FASB ASC Topic 718. For details on and assumption used in calculating the grant date fair value of the RSUs and PRSUs, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2020 Annual Report, our annual report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 28, 2020, and our annual report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 28, 2019. The grant date fair value attributable to the PRSUs pertains to the 100% target level of these awards if the performance conditions are satisfied and is based on the probable outcome of such conditions. The maximum grant date potential values for the 2020 PRSU awards to Messrs. Gliklich, Dorman, Capps, D'Ambrisi and Goralski and Ms. Mount are $1,017,497, $432,437, $534,198, $406,970, $203,485 and $127,192, respectively.
On July 14, 2020, Messrs. D'Ambrisi and Goralski each received key executives long-term stretch awards of 181,818 PRSUs as incentives for their leadership of the Company's Electronics and Industrial & Specialty segments, respectively. On July 14, 2020, Mr. Dorman received the same award of 68,182 PRSUs to complement the executive award of 113,637 PRSUs granted on March 12, 2019. The grant date fair value of these PRSUs was $11.05 per share. The vesting of these grants is subject to the achievement by the Company of an adjusted EPS target of $1.36 per share in any fiscal year ending on or before December 31, 2022, and continuous service. At the grant date, the outcome of achieving the performance condition was deemed improbable for purposes of FASB ASC Topic 718.
(7) The amounts in this column reflect the aggregate grant date fair value of SOPs granted in 2020 and 2019 under the 2013 Plan calculated in accordance with FASB ASC Topic 718. There were no SOPs granted in 2018. For details on and assumption used in calculating these amounts, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2020 Annual Report and our annual report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 28, 2020.
(8) The amounts reported in this column reflect annual cash incentive awards earned under the Annual Bonus Plan in 2020, 2019 and 2018. Payments under this program are typically made in the first quarter of the year following the year in which the bonus was earned after finalization of the Company's audited consolidated financial statements. See "COMPENSATION DISCUSSION AND ANALYSIS - Components of the Executive Compensation Program - Cash Compensation - Annual Bonus Plan (Variable)" above.
(9) This column shows the change in pension value under the Pension Plan as shown in the 2020 Pension Benefits table below from December 31, 2019 to December 31, 2020, calculated using ASC 715 disclosure assumptions for year-end 2020. These assumptions include changes in value due to changes in discount rates, mortality assumptions, retirement age assumptions, and additional pay accruals. Service accruals for the Pension Plan ended on December 31, 2013 due to the plan freeze. Messrs. D'Ambrisi and Goralski are the only NEOs eligible to participate in the Pension Plan. For more information, see "2020 Pension Benefits" below.
(10) These amounts in 2020 consist of: Company-sponsored life insurance: $1,080 for each NEO; and Company contribution to the 401(k) Plan: $17,100 for each NEO. Company contributions to the 401(k) Plan for each NEO represent the aggregate match and non-elective contributions made by the Company to each NEO in 2020. Non-elective contributions of 3% of eligible compensation may be allocated to eligible participants who were credited with at least 1,000 hours of service in the year. For 2020, the Company contributed $8,550 as non-elective contribution of 3% of eligible compensation to each NEO.
For 2020, we estimate the pay ratio of the annual total compensation of our CEO ($2,868,893 as reported in the 2020 Summary Compensation Table above) to the annual total compensation of our median employee ($49,409) to be approximately 52 to 1, down from approximately 81 to 1 in the prior year (excluding any Arysta Sale transaction
bonus). We believe this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
There has been no material changes to the Company's employee population or compensation arrangements from last year; therefore the same median employee for 2019 is used for the calculation of the 2020 pay ratio as permitted by the SEC rules.
In 2019, the median employee was identified by examining our total employee population at December 31, 2019 of 4,323 full-time and part-time employees, contractors and consultants, excluding our CEO, consultants who were not paid directly by the Company and employees from certain foreign jurisdictions representing in aggregate less than 5% of our employee base whose compensation was not considered representative of our global workforce.* We then used base salary, incentive compensation (including Annual Bonus Plan target awards and LTI Awards) and other incentive payments to determine the median employee. We did not make any cost-of-living or other adjustments. Foreign exchange rates were translated to their U.S. dollar equivalent based on rates at December 31, 2019.
The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
* These countries and their approximate headcounts at December 31, 2019 were: Australia (12), Austria (1), Belgium (16), Canada (6), Colombia (1), Czech Republic (6), India (135), Philippines (4), Poland (8), Portugal (3), Slovakia (4), Sweden (8), Switzerland (2) and Vietnam (10) for a total of 216 non-U.S. employees. At December 31, 2019, using the methodology required by the SEC rules, we had approximately 1,070 U.S. employees and approximately 3,469 employees in other countries, for a total of approximately 4,539 employees globally factored into the sample before the country exclusions listed above.
Grants of Plan-Based Awards in 2020
The following table sets forth the cash bonus under the Annual Bonus Plan and the equity LTI Awards granted in 2020 to each of the NEOs with the aggregate grant date fair value of each grant disclosed on a grant-by-grant basis. For more information about our 2020 Annual Bonus Plan and LTI Program, see "Cash Compensation — Annual Bonus Plan (Variable)" and "Equity-Based Long-Term Incentives — LTI Program (Variable)" under "COMPENSATION DISCUSSION AND ANALYSIS — Components of the Executive Compensation Program" above.
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1)
Estimated Future Payouts
Under Equity Incentive
|Carey J. Dorman||Bonus||—||—||285,469||428,204||—||—||—||—||—||—||—|
|John E. Capps||Bonus||—||—||528,000||792,000||—||—||—||—||—||—||—|
Joseph J. D'Ambrisi
|Patricia A. Mount||Bonus||—||—||132,000||198,000||—||—||—||—||—||—||—|
(1) Amounts shown represent the payouts under the Annual Bonus Plan for 2020 at each payout level. Depending on the Bonus Pool Factor and achievement of each of the Performance Metrics, an executive had the opportunity to earn up to 150% at the consolidated corporate level and 143% for our Segment NEO (based on Electronics performance) from of his or her Annual Bonus Plan target opportunity, which was 50% of her base salary for Ms. Mount, an average of 54% base salary for Mr. Goralski, 60% base salary for Mr. D'Ambrisi, 75% base salary for Mr. Dorman and 100% base salary for Messrs. Gliklich and Capps. The actual payouts for 2020 can be found in the "Non-Equity Incentive Plan Compensation" column of the 2020 Summary Compensation Table above. For more information about our Annual Bonus Plan, see "COMPENSATION DISCUSSION AND ANALYSIS" above.
(2) Amounts shown in the "Target" column are the number of PRSUs granted in 2020 under the 2013 Plan if Adjusted EBITDA CAGR and adjusted EPS each achieves their target goals of 4.5% and $1.15, respectively. The "Threshold" column (50% of Target) corresponds to the number of PRSUs earned if adjusted EBITDA CAGR and adjusted EPS each achieves their threshold goals of 4.0% and $1.05, respectively. The "Maximum" column (150% of Target) corresponds to the number of PRSUs earned if adjusted EBITDA CAGR and adjusted EPS each achieves their stretch goals of 5.0% and $1.20, respectively. For additional information about the 2020 PRSU awards, see "Components of the Executive Compensation Program — Equity-Based Long-Term Incentives — LTI Program (Variable)" in "COMPENSATION DISCUSSION AND ANALYSIS" above.
The 7/14/2020 target amounts in this column represent key executive long-term stretch PRSUs granted in 2020 to promote the creation of exceptional stockholder value. The vesting of these grants is subject to the achievement by the Company of an adjusted EPS target from continuing operations of $1.36 per share in any fiscal year ending on or before December 31, 2022, and continuous service.
(3) The amounts in this column represent the aggregate grant date fair value of the LTI Awards granted to the NEOs in 2020, calculated in accordance with FASB ASC Topic 718. The grant date fair value of PRSU awards
pertains to the 100% target portion of those awards payable in shares of the Company's common stock and assumes that the performance conditions are satisfied based on the probable outcome of such conditions. For further details on and assumption used in calculating the grant date fair value of LTI Awards, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2020 Annual Report.
Outstanding Equity Awards at Year End
The following table summarizes information regarding the outstanding PRSUs, RSUs and SOPs held by each NEO at December 31, 2020:
|Time-Based RSUs||Performance-Based RSUs|
Number of Shares or Units of Stock That Have Not Vested
Market Value of Shares or Units of Stock That Have Not Vested
Equity Incentive Plan Award: 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
|Carey J. Dorman||7/14/20||—||—||—||—||—||—||68,182||1,208,867|
|John E. Capps||2/19/20||—||—||—||—||—||—||29,072||515,447|
|Time-Based RSUs||Performance-Based RSUs|
Number of Shares or Units of Stock That Have Not Vested
Market Value of Shares or Units of Stock That Have Not Vested
Equity Incentive Plan Award: 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
Joseph J. D'Ambrisi
|Patricia A. Mount||2/19/20||—||—||—||—||—||—||6,922||122,727|
(1) LTI Awards become exercisable or vested in accordance with the equity award vesting summary set forth below, subject to the satisfaction of the applicable performance conditions (in the case of PRSUs) and accelerated vesting in certain circumstances. See "Components of the Executive Compensation Program — Equity-Based Long-Term Incentives — LTI Program (Variable)" in "COMPENSATION DISCUSSION AND ANALYSIS" above.
(2) This column reflects the market value at December 31, 2020 of the unvested outstanding RSUs determined by multiplying the number of shares underlying the RSUs by $17.73, the closing price of the Company's common stock on December 31, 2020.
(3) This column reflects the market value at December 31, 2020 of the unvested outstanding PRSUs assuming achievement of a 100% target payout. The market value is determined by multiplying the number of shares underlying the PRSUs at target level by $17.73, the closing price of the Company's common stock on December 31, 2020.
Equity award vesting summary for outstanding LTI Awards at December 31, 2020:
|Equity Award Vesting Summary|
|PRSUs||Grant Date||Eligible for vesting on/at:|
|7/14/2020||End of any year ending on or before December 31, 2022 (adjusted EPS)|
|2/19/2020||December 31, 2022 (adjusted EBITDA CAGR and adjusted EPS)|
|3/15/2019||December 31, 2021 (adjusted EBITDA CAGR and adjusted EPS)|
|3/12/2019||End of any year ending on or before December 31, 2022 (adjusted EPS)|
|2/20/2019||December 31, 2021 (adjusted EBITDA CAGR and adjusted EPS)|
|1/30/2019||End of any year ending on or before December 31, 2022 (adjusted EPS)|
|2/19/2018||February 19, 2021 (adjusted organic EBITDA growth)|
|6/12/2014||December 31, 2020 (60% business EBITDA benchmarks; 40% share price targets)|
|RSUs||Service Period||One-third vested/vests on:|
|2/19/2018||Feb. 19, 2019; Feb. 19, 2020 and Feb. 19, 2021|
|SOPs||Grant Date||One-third vested/vests on:|
|2/19/2020||Feb. 19, 2021; Feb. 19, 2022 and Feb. 19, 2023|
|3/15/2019||March 15, 2020; March 15, 2021 and March 15, 2022|
|2/20/2019||Feb. 20, 2020; Feb. 20, 2021 and Feb. 20, 2022|
|2/21/2017||Feb. 21, 2018; Feb. 21, 2019 and Feb. 21, 2020|
|5/31/2016||May 31, 2017; May 31, 2018 and May 31, 2019|
|3/16/2016||March 16, 2017; March 16, 2018 and March 16, 2019|
Option Exercises and Stock Vested in 2020
The following table summarizes information regarding the value realized by the NEOs, on a pre-tax basis, on the exercise of SOPs and/or vesting of PRSUs and RSUs during 2020:
Number of Shares Acquired on Exercise
Value Realized on Exercise
Number of Shares Acquired on Vesting
Value Realized on Vesting
Carey J. Dorman
John E. Capps
Joseph J. D'Ambrisi
Patricia A. Mount
(1) On February 28, 2020, Mr. Gliklich exercised 10,000 SOPs granted on March 16, 2016 which were fully vested. None of the 10,000 shares acquired were sold to satisfy the exercise price or tax withholdings due upon that exercise. The value realized on exercise, presented on a pre-tax basis, is equal to the difference between the market value of the shares acquired on the exercise date ($10.39 per share) and the option exercise price for the acquired shares ($7.95 per share).
(2) RSUs granted in 2019, 2018 and 2017 of which a 1/3 increment vested on 2/19/2020. The value realized, presented on a pre-tax basis, is based on the closing stock price per share on the day prior to vesting date ($12.04).
(3) PRSUs granted in 2017 which vested on 2/19/2020. The value realized, presented on a pre-tax basis, is based on the closing stock price per share on the day prior to vesting date ($12.04).
(4) PRSUs granted in 2014 of which 40% vested on 12/31/2020. The value realized, presented on a pre-tax basis, is based on the closing stock price per share on the vesting date ($17.73).
Termination and Change in Control Arrangements
The Company entered into CIC Agreements with each of the NEOs, except Ms. Mount who retired from her role as VP, Program Management & Integration in March 2021.
The CIC Agreements state that a "change in control" will be deemed to have occurred generally when (i) any person becomes the beneficial owner, directly or indirectly, of more than 30% of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the Company's voting securities; (ii) any person becomes the beneficial owner, directly or indirectly, of more than 50% of the voting securities of the surviving entity following a reorganization, merger, share exchange or consolidation; or (iii) the Company is liquidated or sells all or substantially all of its assets; in each case subject to exceptions.
The CIC Agreements contain severance provisions subject to a double-trigger provision that requires both a change in control of the Company and separation from service of the executive. Pursuant to such provisions, if a change in control occurs and the executive’s employment with the Company is terminated by the Company without cause or by the executive for good reason, in each case during the six months prior to or within two years following the change in control, the executive will be entitled to receive, subject to the signing of a general release of claims and compliance with restrictive covenants, a lump sum termination cash payment equal to 2, multiplied by each of the executive’s base salary and target bonus as of the date of termination of the executive's employment or, if higher, the base salary and/or target bonus in effect immediately prior to the occurrence of the condition giving rise to good reason. The CIC Agreements do not provide for any excise tax gross-up.
In connection with the termination payments described under "— Potential Payments upon Termination or Change in Control" below, the CIC Agreements require that executives agree to protect any Company's confidential information acquired in connection with or as a result of their services for the Company and not to compete against the Company during their employment with the Company and for a period of 18 months following termination of employment. Pursuant to the terms of the CIC Agreements, a breach by any executive of the non-disclosure or non-compete provisions would relieve the Company of its obligation to make, and/or require the executive to repay, certain termination payments.
Granting of any CIC Agreement requires advance approval of the Compensation Committee.
Potential Payments upon Termination or Change in Control
The following table shows the compensation payable to each NEO if the triggering events described in the headings of the table had occurred on December 31, 2020.
The description below provides only estimates of the compensation that would be provided to each NEO upon their termination of employment. In the event of a separation from the Company, any actual amounts would be determined based on the facts and circumstances in existence at that time. The amounts are in addition to vested or accumulated benefits under the Pension Plan, if applicable, benefits paid by insurance providers under life and disability insurance policies, and benefits generally available to the Company's U.S. salaried employees, such as vested or accumulated benefits under the Company-sponsored life insurance, 401(k) Plan and accrued vacation.
Unless stated otherwise, the LTI Awards valuation shown in the table below has been determined by multiplying the number of shares underlying any unvested PRSUs (assuming achievement of a 100% target payout) and RSUs at December 31, 2020 by $17.73 per share, the closing price of the Company's common stock on December 31, 2020.
Potential Payments upon Termination or Change in Control(1)
Termination Without Cause or for Good Reason(2)
Termination Without Cause or for Good Reason Within 6 Months Prior to or 2 Years Following a Change in Control(4)
LTI Awards Valuation
LTI Awards Valuation
|Carey J. Dorman||—||—||—||—||725,040||570,938||4,612,343||5,908,321|
|John E. Capps||—||—||—||—||1,005,760||1,056,000||6,534,953||8,596,713|
|Joseph J. D'Ambrisi||7,754||—||—||7,754||806,400||508,000||4,565,972||5,880,372|
|Patricia A. Mount||—||—||—||—||—||—||489,944||489,944|
(1) In accordance with SEC regulations, the total amounts in this table do not include any amount to be provided to a NEO under any arrangement which does not discriminate in scope, terms or operation and which are available generally to all salaried employees. These benefits are in addition to the benefits to which the executives would be entitled upon a termination of employment generally (i.e., vested retirement benefits accrued as of the date of termination and the right to elect continued health coverage pursuant to COBRA).
(2) With respect to Messrs. D'Ambrisi and Goralski, reflects standard terms of legacy employee agreements which provide for the payment of one week of severance pay if employment is terminated without cause (based upon the employee's base salary at the time of the termination) in exchange for the employee's agreement to confidentiality and non-compete provisions as well as provisions relating to the ownership of intellectual property rights, during employment and for a period of 12 months after termination.
(3) Reflects the 15% reduction in base salary for our CEO from April 1 to September 30, 2020 and the 10% reduction in base salary for the other NEOs from April 1 to August 31, 2020 which were implemented in response to the COVID-19 pandemic.
(4) Reflects the terms of the CIC Agreements, where applicable. See "— Termination and Change in Control Arrangements" above.
(5) This column includes the value of accelerated unvested LTI Awards that would become exercisable or vest upon termination under the CIC Agreements or under the 2013 Plan at the discretion of the Compensation Committee, as applicable. These LTI Awards are shown in the "Outstanding Equity Awards at Year End" table included above. For disclosure purposes only, it was assumed that 100% of any applicable target was achieved for all PRSUs as of December 31, 2020. The value for PRSUs and RSUs was calculated using the $17.73 closing price per share of the Company's common stock on December 31, 2020. The value of each SOPs was calculated using the $17.73 closing price on December 31, 2020, less the per share SOP exercise price for the total number of "in-the-money" SOPs accelerated and deemed exercised. All SOP awards were "in-the-money" at December 31, 2020. The difference between the 2016 SOP exercise price and the $17.73 closing price represents a spread of $9.78 per SOP for the 2016 SOP awards to Mr. Gliklich, and $8.21 for the 2016 SOP award to Mr. Capps. The difference between the 2017 SOP exercise price and the $17.73 closing price represents a spread of $4.43 per SOP for the 2017 SOP awards to Messrs. Gliklich and Capps. The difference between the 2019 SOP exercise price and the $17.73 closing price represents a spread of $6.39 per SOP for the 2/20/19 SOP awards to Messrs. Gliklich, Dorman and Capps and Ms. Mount, and $7.14 for the 3/15/2019 SOP award to Mr. Dorman.
Unless otherwise provided in any applicable employment agreements, employment arrangements, CIC Agreements or LTI Awards agreements, the following is a description of potential post-employment payments relating to outstanding LTI Awards:
Except under certain circumstances in the event of a change in control of the Company (as defined in the 2013 Plan), if a recipient’s employment is terminated for any reason prior to (i) the end of the applicable performance period or (ii) a change in control of the Company, then all PRSUs previously granted to such recipient and not vested will be forfeited immediately upon such termination of continuous service without any payment to the recipient. If a recipient is employed by a subsidiary of the Company that ceases to be a wholly-owned subsidiary of the Company, such recipient's continuous service will be deemed terminated at the time such subsidiary ceases to be a wholly-owned subsidiary of the Company.
Except under certain circumstances in the event of a change in control of the Company (as defined in the 2013 Plan), if a recipient’s employment is terminated for any reason prior to the earlier of (i) the applicable RSU vesting date or (ii) a change in control of the Company, then all RSUs previously granted to such recipient and not vested will be forfeited immediately upon such termination of continuous service without any payment to the recipient. If a recipient is employed by a subsidiary of the Company that ceases to be a wholly-owned subsidiary of the Company, such recipient's continuous service will be deemed terminated at the time such subsidiary ceases to be a wholly-owned subsidiary of the Company.
To the extent not previously cancelled, exercised or terminated under the circumstances described below, SOP awards terminate immediately in the event of the liquidation or dissolution of the Company, or any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive or the shares of common stock underlying such award are exchanged for or converted into securities issued by a successor or acquiring entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity, or its affiliate, assumes such SOP awards or substitutes an equivalent option or right pursuant to the 2013 Plan. The Compensation Committee may also, in its sole discretion and by written notice, cancel any SOP award (or portion thereof) that remains unexercised as of the date of a change in control (as defined in the 2013 Plan).
Termination Without Cause or Retirement
The participant may exercise the vested, unexercised portion of an SOP award at any time for 6 months after the date of termination in the case of termination of employment by us without cause.
"Cause," as defined in the 2013 Plan, means (i) the failure by a participant to perform, in a reasonable manner, his or her duties with us, (ii) any violation or breach by a participant of his or her employment, consulting or other similar agreement with us, if any, (iii) any violation or breach by a participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with us, (iv) any act by a participant of dishonesty or bad faith with respect to us, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects a participant’s work performance, or (vi) the commission by a participant of any act, misdemeanor, or crime reflecting unfavorably upon the participant or us. The good faith determination by the Compensation Committee of whether a participant’s continuous service was terminated by the Company for "Cause" shall be final and binding for all purposes.
Termination due to Death or Disability
If employment is terminated because of death or disability during employment, SOP awards granted under the 2013 Plan may be exercised by the participant or by his or her personal representative at any time during the 12-month period after the date of death or disability.
"Disability" means that the participant is permanently and totally disabled as provided in Section 422(c)(6) of the Internal Revenue Code, which ascribes disability to a person when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
Termination for Cause or Voluntary Termination
If an employee is terminated by the Company for cause or voluntarily terminates employment with the Company for any reason other than retirement, disability or death, any unexercised portion of any SOP award granted to the employee will terminate with his or her termination of employment.
2020 Pension Benefits
The Company's Pension Plan was frozen as of December 31, 2013 which means that future retirement service benefits are no longer accrued under this plan. Prior to December 31, 2013, the Pension Plan covered essentially all U.S. employees after one year of service. As a qualified plan, it was subject to maximum pay and benefit limits of the Internal Revenue Code.
Mr. D'Ambrisi and Mr. Goralski are the only NEOs eligible to participate in the Pension Plan. The following table shows the actuarial present value of their respective accumulated benefits under the plan, calculated as of December 31, 2020:
Number of Years Credited Service
Present Value of Accumulated Benefits ($)(2)
|Payment During Last Fiscal Year |
|Joseph J. D'Ambrisi||Pension Plan||29.8||1,847,930||—|
|Michael Goralski||Pension Plan||12.8||741,665||—|
(1) The number of actual years of service of Mr. D'Ambrisi and Mr. Goralski is higher, but the number of years credited service above is limited to the lesser of 30 years and the number of years of service as of the December 31, 2013 freeze.
(2) These amounts were calculated as of December 31, 2020, using assumptions consistent with those used in the Company’s Consolidated Financial Statements for the year ended December 31, 2020. See Note 13, Pension, Post-Retirement and Post-Employment Plans, to the Consolidated Financial Statements included in our 2020 Annual Report for a description of these assumptions. The Pri-2012 Private Plans, Amounts-Weighted, Retirees Mortality generationally projected using MP-2020 mortality tables are used for the Pension Plan. For 2020, the discount rate was 2.55%. The present value of accumulated benefits under the Pension Plan is calculated based on single life annuities payable at the earliest unreduced retirement age (age 60 or current age at measurement, if later, for benefit “A” and age 65 for benefit “B”). Assumes Messrs. D'Ambrisi and Goralski will not terminate, become disabled, die or retire prior to their assumed retirement age. All results shown are estimates only, actual benefits will be based on data, compensation and service at time of retirement.
The following is a more detailed description of the Pension Plan:
The Pension Plan is a tax qualified retirement plan that provides retirement benefits to eligible participants who terminate employment or retire from the Company after meeting certain eligibility requirements. The Pension Plan
benefits are based on a participant's number of years of credited service as of December 31, 2013, the freeze date of the plan (the "Freeze Date"), and such participant's average monthly compensation, which is determined as 1/60 of his or her average compensation for the five consecutive years during which the participant received the highest compensation, within the past 10 years of the participant's credited service. For purposes of the Pension Plan, a participant's compensation is defined as total compensation from the Company for the plan year which includes overtime, commissions and bonuses.
The normal retirement age under the Pension Plan at which a participant may receive an unreduced normal retirement benefit is age 60 for benefit "A" and 65 for benefit "B." Participants who complete five or more years of service with the Company may elect to receive an early retirement benefit following attainment of age 55. With respect to a "normal or late retirement," the formula used to calculate a participant's monthly pension benefit is (i) 1.50% of his or her average monthly compensation (reduced by 0.45% of the lesser of his or her monthly covered compensation and average monthly compensation) determined as of the Freeze Date (or the actual measurement date in the case of grandfathered participants, such as Mr. D'Ambrisi and Mr. Goralski), multiplied by his or her years of credited service prior to the Freeze Date, to a maximum of 30 years, less the balance of his or her accounts, if any, converted to a life annuity under certain profit sharing plans of the Company. If a participant retires "early" and choose to begin receiving benefits before his or her normal retirement age, his or her benefit is reduced. The formula used is the sum of the monthly amount that such participant would receive if the participant retired as of the Freeze Date, plus the monthly amount such participant would be entitled to beginning at age 65 through the Freeze Date (or the actual retirement date in the case of grandfathered participants, such as Mr. D'Ambrisi and Mr. Goralski), reduced by (i) 1/3% for each month by which the participant accelerates benefit commencement (i.e., 6% per year) between age 60 and 65, and (ii) an additional 1/3% for each month (i.e., 4% per year) between age 55 and 60 by which the participant accelerates benefit commencement. Mr. D'Ambrisi is eligible to elect to receive an early retirement benefit.
Participants are entitled to an annual pension benefit for life, payable in equal monthly installments. Participants may also earn increased pension benefits by working additional years which the Company may consider on a case-by-case basis.
2020 Non-Qualified Deferred Compensation
We do not maintain any nonqualified deferred compensation plan or arrangements in which any of the NEOs is entitled to participate.
Equity Compensation Plan Information
The following table summarizes our equity compensation plan information at December 31, 2020:
Number of securities to be issued upon exercise of outstanding options, 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))
Equity Compensation Plans approved by security holders:
Equity Compensation Plans not approved by stockholders:
(1) Includes: (i) 565,620 shares to be issued upon the exercise of outstanding SOPs granted in 2019, 2017 and 2016; (ii) 451,499 shares to be issued upon the vesting of outstanding RSUs granted since 2014; (iii) 3,922,569 shares to be issued upon the payout of outstanding PRSUs assuming target performance; and (iv) 1,049,727 shares reserved for incremental payouts on PRSUs assuming maximum performance.
(2) This value does not take into account any of the RSUs or PRSUs discussed in Note (1) above as they have no exercise price.
(3) Includes shares available for issuance under the 2013 Plan and the ESPP. The Company has no other equity compensation plans with shares available for issuance.
For a description of the material terms of the 2013 Plan, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2020 Annual Report.
|Directors and Executive Officers|
The following table sets forth the beneficial ownership of the Company's common stock at April 12, 2021, the Record Date, for each current director, each director nominee, each NEO and all current directors and executive officers as a group. To our knowledge, except as otherwise indicated below, beneficial ownership includes sole voting and dispositive power with respect to all shares. Unless indicated otherwise, the address of each person listed below is c/o Element Solutions Inc, 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394, United States.
SOPs Exercisable or Vested RSUs at April 12, 2021 or Within 60 Days Thereof
|Total Stock and Stock-Based Holdings|
Percent of Class
Sir Martin E. Franklin
|CEO and Director||136,693||110,007||246,700|
Ian G.H. Ashken
Scot R. Benson
Elyse Napoli Filon
Christopher T. Fraser
Michael F. Goss
E. Stanley O’Neal
John E. Capps
Carey J. Dorman
Joseph J. D'Ambrisi
|Head of Electronics||250,928||—||250,928|
|Head of I&S||39,827||—||39,827|
Patricia A. Mount
Former VP - Program Mgt & Integration
|All Directors and Executive Officers as a group (12 persons):|
* Less than 1%
** Based on 247,456,533 shares of common stock outstanding at April 12, 2021.
(1) Sir Martin E. Franklin beneficially owns 14,355,990 shares of our common stock consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 12,657,983 shares of our common stock controlled or held, directly or indirectly, by himself, the Martin E. Franklin Revocable Trust (the "Franklin Trust"), MEF Holdings, LLLP ("MEF Holdings") and MEF Holdings II, LLLP ("MEF Holdings II" and together with Sir Martin, the Franklin Trust and MEF Holdings, the "Franklin Holders"), and (ii) sole power to vote, or to direct the vote, of 1,698,007 shares of our common stock held, directly or indirectly, by Ian G.H. Ashken, Tasburgh, LLC (“Tasburgh”) and IGHA Holdings, LLLP (“IGHA Holdings,” and together with Mr. Ashken and Tasburgh, the "Ashken Holders"), James E. Lillie and Powder Horn Hill Partners II, LLC (“PHHP,” and together with Mr. Lillie, the "Lillie Holders" with the Franklin Holders, Ashken Holders and Lillie Holders being collectively referred to as the "Holders"). Each of the Franklin Trust, MEF Holdings and MEF Holdings II has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 10,378,806, 9,309,012 and 2,419,500 shares of our common stock, respectively. The shares beneficially owned by Sir Martin consist of (i) 500,000 shared held directly by the Franklin Trust, (ii) 2,419,500 shares held directly by MEF Holdings II, (iii) 2,848,971 shares held by RSMA, LLC (all of which are deemed to be beneficially owned by Sir Martin and 569,794 of which are held directly by the Franklin Trust), (iv) 6,889,512 shares held directly by MEF Holdings, (v) 1,302,929 shares held directly by Tasburgh (which Sir Martin has the sole power to vote pursuant to an Irrevocable Proxy Agreement, dated February 27, 2020, among Sir Martin, Tasburgh and PHHP (the "2020 Proxy Agreement")) and (vi) 395,078 shares held directly by PHHP (which Sir Martin has the sole power to vote pursuant to the 2020 Proxy Agreement). In the aggregate, such 14,355,990, 10,378,806, 9,309,012 and 2,419,500 shares of our common stock represent approximately 5.8%, 4.2%, 3.8% and 1.0%, respectively, of all outstanding shares of our common stock at April 12, 2021. The business address of each of the Holders is 500 South Pointe Drive, Suite 240, Miami Beach, Florida 33139.
(2) Mr. Ashken may be deemed to beneficially own an aggregate of 1,928,093 shares of our common stock consisting of (i) shared power to vote, or to direct the vote of, 625,163 shares and (ii) shared power to dispose, or to direct the disposition of 1,928,093 shares. The shares of our common stock beneficially owned by Mr. Ashken consist of (i) 598,880 shares held directly by IGHA Holdings and (ii) 1,329,213 shares held directly by Tasburgh. In the aggregate, such 1,928,093 shares of our common stock represent approximately 0.8% of all outstanding shares of our common stock at April 12, 2021.
(3) Includes 142,542 shares of common stock held directly by Mr. Goss and 95,238 shares of common stock held by The Michael F Goss 2012 GST Non-Exempt Irrevocable Family Trust, Michael F Goss & R Bradford Malt Trustees U/Inst Dtd 9/27/2012 (the "Trust"). Mr. Goss is a trustee of the Trust and may be considered to have beneficial ownership of the Trust's interests in our common stock. Mr. Goss disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
(4) Includes 258,304 shares of common stock held directly by Mr. O'Neal and 57,077 shares of common stock held indirectly by Mr. O'Neal's trust.
(5) Includes 640 shares of common stock held directly by Ms. Mount and 32,862 shares of common stock held indirectly by Ms. Mount's trust.
(6) Excludes 1,302,929 shares as these shares, held by Tasburgh, are represented in both Sir Martin's and Mr. Ashken's security ownership.
(7) This column includes (i) shares underlying vested SOPs held by our executive officers, (ii) shares underlying SOPs held by our executive officers and expected to vest by June 11, 2021 (60 days of April 12, 2021), and (iii) shares underlying RSUs held by our directors and expected to vest by June 11, 2021.
(8) These RSUs were granted to Messrs. Ashken, Benson, Fraser, Goss and O'Neal and to Ms. Maynard-Elliott as compensation for their 2020-2021 directorship and will vest on June 8, 2021, subject to continuous directorship through and on such vesting date.
|Principal Beneficial Owners|
The following table sets forth information regarding each stockholder that, to the knowledge of the Company or based on information provided in each such stockholder's most recent SEC filings, beneficially owned more than 5% of the 247,456,533 shares of common stock outstanding at April 12, 2021. Percentages are calculated based upon such shares outstanding at April 12, 2021, plus shares which the beneficial owner has the right to acquire within 60 days. Except as otherwise indicated below, the Company believes each of the entities listed below has sole voting and dispositive power with respect to all the shares of common stock.
|5% or Greater Stockholders|
The Vanguard Group, Inc.(1)
FMR LLC (2)
Wellington Management Group LLP (3)
Dimensional Fund Advisors LP (4)
T. Rowe Price Associates, Inc.(5)
Sir Martin E. Franklin and Affiliates(6)
(1) Based on a Schedule 13G/A filed with the SEC on February 10, 2021. As of December 31, 2020, the Vanguard Group, Inc. reported sole voting power over 0 shares of common stock; shared voting power over 154,660 shares; sole dispositive power over 23,488,716 shares and shared dispositive power over 36,113 shares. The address of the principal business office of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
(2) Based on a Schedule 13G filed with the SEC on February 8, 2021. As of December 31, 2020, FMR LLC reported sole voting power over 2,897,701 shares of common stock; shared voting power over 0 shares; sole dispositive power over 17,316,758 shares and shared dispositive power over 0 shares. The address of the principal business office of FMR LLC is 245 Summer Street, Boston, MA 02210.
(3) Based on a Schedule 13G filed with the SEC on February 3, 2021 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (collectively, "Wellington"). As of December 31, 2020, Wellington reported sole voting power with respect to 0 shares of common stock, shared voting power with respect to 15,117,523 shares, sole dispositive power over 0 shares and shared dispositive power over 17,225,431. The address of Wellington Group Holdings LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
(4) Based on a Schedule 13G/A filed with the SEC on February 12, 2021. As of December 31, 2020, Dimensional Fund Advisors LP, an investment adviser, reported sole voting power with respect to 16,498,329 shares of common stock and sole dispositive power over 16,868,777 shares of common stock. The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.
(5) Based on a Schedule 13G filed with the SEC on February 16, 2021. As of December 31, 2020, T. Rowe Price Associates, Inc., an investment adviser, reported sole voting power with respect to 3,702,494 shares of common stock and sole dispositive power over 15,420,580 shares of common stock. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.
(6) See footnote (1) under "—Directors and Executive Officers" above.
ADVISORY VOTE ON NEO COMPENSATION PAID IN 2020
In accordance with the requirements of Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to approve, on a non-binding, advisory basis, the compensation of the NEOs as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC, commonly referred to as the "Say-on-Pay" vote.
At the 2020 Annual Meeting, 50.4% of votes were cast in support of the Company’s 2019 executive compensation program, compared to an average of approximately 92% support over the four years preceding that vote. During subsequent discussions with our largest stockholders and other smaller stockholders, the most commonly expressed concerns related to the Arysta Sale transaction bonuses and certain equity vesting and payments to our prior CEO at the time of his retirement in conjunction with the Arysta Sale. To a lesser extent, some stockholders commented on certain special long-term stretch incentive stock awards approved in connection with strategic goals set by the Board at the time of the Arysta Sale and certain discretionary adjustments made to the 2019 Bonus Pool Factor under our 2019 Annual Bonus Plan. In this Proxy Statement, we explained the context of these compensation decisions and our related stockholder engagement. We also provided a list of actions that were taken to further align the Company's interests with those of our stockholders. See "COMPENSATION DISCUSSION AND ANALYSIS - Executive Compensation Setting Process - Consideration of the Stockholder Advisory Vote on Executive Compensation" above.
The Company's executive compensation program is designed to attract, motivate, retain and reward an effective management team and key employees necessary for results that support our Company's growth and success, both operationally and strategically, and increase stockholder value. As discussed in the CD&A in this Proxy Statement, pay-for-performance is the most significant structural element of our executive compensation planning with approximately 70% on average of executive pay at risk and delivered only if specific annual and long-term performance requirements are met. Accordingly, the Board recommends that stockholders vote in favor of the following resolution at the 2021 Annual Meeting:
"RESOLVED, that the compensation paid to the Company's NEOs in 2020, as disclosed in the Proxy Statement for the Company's 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure, is hereby approved."
This vote is non-binding; however, we value the opinions of our stockholders and accordingly, the Board and the Compensation Committee will consider the outcome of this advisory vote in connection with future executive compensation decisions.
Unless the Board modifies its policy of having annual Say-on-Pay votes, the next advisory Say-on-Pay vote is expected to be held at the Company’s 2022 annual meeting of stockholders.
Because this proposal seeks the input of stockholders, there is no minimum vote requirement. The Board will consider the resolution approving the compensation of the NEOs to have been approved if this proposal receives more votes cast "For" than "Against." Abstentions and any "broker non-votes" will not be included in the vote totals and, as such, will have no effect on the outcome of this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE "FOR" APPROVING
THE COMPENSATION PAID TO THE NEOS IN 2020
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021
The Audit Committee, subject to stockholder ratification, has selected PricewaterhouseCoopers LLP ("PwC"), certified public accountants, to audit the financial statement and internal controls over financial reporting of the Company for the year ending December 31, 2021. PwC has served as the Company's independent registered public accounting firm since 2013. In connection with the selection of PwC, the Audit Committee annually reviews and negotiates the terms of the engagement letter with PwC. This letter sets forth important terms regarding the scope of their engagement, associated fees, payment terms and responsibilities of each party.
The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interest of the Company and our stockholders. However, if stockholders do not ratify the selection of PwC, the Audit Committee will consider the outcome of this vote for 2021 or the next fiscal year. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm and has authority to terminate or otherwise revise the engagement of PwC at any time.
Representatives of PwC are expected to attend the 2021 Annual Meeting. During the meeting, they will have an opportunity to make a statement if they desire to do so and respond to appropriate questions from stockholders.
REPORT OF THE AUDIT COMMITTEE
The information contained in this Report of the Audit Committee shall not be deemed to be "soliciting material" or "filed" with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.
The Audit Committee consists of directors whom the Board of Directors has determined as "independent," as required by the applicable listing standards of the NYSE and the rules of the SEC. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, preparing the financial statements of the Company and publicly reporting the same. PricewaterhouseCoopers LLP ("PwC"), the Company’s independent registered public accounting firm for 2020, is responsible for auditing the Company's audited financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board ("PCAOB").
In discharging its oversight responsibility for the audit process, the Audit Committee reviewed and discussed with management and PwC the Company’s audited financial statements for the year ended December 31, 2020 and PwC's evaluation of the Company’s internal control over financial reporting. The Audit Committee also discussed with PwC the matters required to be discussed by applicable requirements of the PCAOB and the SEC. As part of that review, PwC provided to the Audit Committee a written statement describing all relationships between PwC and the Company that might bear on PwC's independence and information required by applicable requirements of the PCAOB regarding PwC's communications with the Audit Committee concerning independence. Upon review, the Audit Committee discussed with PwC any relationships that may impact their objectivity or independence. The Audit Committee also considered whether the provision of any non-audit services by PwC was compatible with maintaining their independence, and concluded that PwC’s independence had been maintained.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board subsequently approved such recommendation) that the Company's audited financial statements for
the year ended December 31, 2020 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021.
The Audit Committee
Michael F. Goss (Chair)
Ian G.H. Ashken
Principal Accountant Fees and Services
The following table provides detail about fees for professional services rendered by PwC to the Company for the years ended December 31, 2020 and 2019:
|Audit Fees||$||7.5 ||$||6.7 |
|Audit-Related Fees||0.0||0.0 |
|Tax Fees||0.0||0.0 |
|All Other Fees||0.0||0.0 |
|$||7.5 ||$||6.7 |
Audit Fees: Consist of fees billed for the following professional services:
•audits of the Company's consolidated financial statements;
•review of the Company's interim condensed consolidated financial statements included in quarterly reports;
•statutory audits of foreign entities; and
•audit of the Company's internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, included in the audit of the Company's consolidated financial statements.
For 2020, audit fees includes $1.6 million of non-recurring fees that primarily relate to the audit of changes to our tax profile, procedures associated with the refinancing of our 5.875% senior notes due 2025 and acquisition activity. For 2019, audit fees includes $0.4 million of non-recurring fees.
Audit-Related Fees: Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under "Audit Fees." These services include consultations concerning financial accounting and reporting standards, due diligence, accounting relating to acquisitions and divestitures, and attest services that are not required by statute or regulation.
Tax Fees: Consist of tax compliance/preparation and other tax services, including fees for professional services related to international tax compliance, assistance with tax audits and assistance related to the impact of mergers, acquisitions and divestitures on tax return preparation.
All Other Fees: Consist of fees for all other services other than those reported above. The Audit Committee has concluded that the provision by PwC of the non-audit services included in the total above was compatible with maintaining the independence of these auditors.
Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services
Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the Company's independent auditors. In recognition of
this responsibility, the Audit Committee has established policies and procedures to pre-approve all audit and non-audit services to be provided to us by our independent registered public accounting firm by category, including audit-related services, tax services and other permitted non-audit services. Under these policies and procedures, the Audit Committee pre-approves all services obtained from our independent registered public accounting firm by category of service, including a review of specific services to be performed, fees expected to be incurred within each category of service and the potential impact of such services on auditor independence. The term of any pre-approval is for the financial year, unless the Audit Committee specifically provides for a different period in the pre-approval. If it becomes necessary to engage our independent registered public accounting firm for additional services not contemplated in the original engagement letter with PwC or pre-approval, the Audit Committee requires separate pre-approval before any additional engagement.
All the 2020 work performed by PwC as described above under the captions Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees was approved or pre-approved by the Audit Committee in accordance with the policies and procedures set forth above.
Approval of this proposal requires the affirmative vote of a majority of the votes cast. This means that if PwC receives a greater number of votes "For" its 2021 selection than votes "Against," such selection will be ratified. If the selection of PwC is not ratified, the Audit Committee may reconsider the selection of the Company's independent auditors.
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP FOR 2021
|INFORMATION ABOUT THE MEETING AND VOTING|
In accordance with the SEC rules, we are providing access to our proxy materials to our stockholders over the Internet, rather than in paper form, which reduces the environmental impact of the 2021 Annual Meeting and its related costs.
Why am I receiving these proxy materials?
You are receiving proxy materials because you are a stockholder of record for the 2021 Annual Meeting. This means that you were holding Element Solutions shares as of the close of business on April 12, 2021, the Record Date. The proxy materials provide notice of the 2021 Annual Meeting, describe the proposals presented for stockholder action and include information required to be disclosed to stockholders. We have made these materials available to you on the Internet or, upon your request, have delivered printed versions of these materials to you by mail.
If you are a stockholder of record with shares registered directly in your name, a one-page Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") will be mailed to you on or about April 28, 2021. Stockholders of record may access the proxy materials on www.proxyvote.com or request a printed set of the proxy materials by following the instructions in the Notice of Internet Availability. The Notice of Internet Availability also explains how you may request to receive future proxy materials by e-mail or in printed form by mail. If you choose the e-mail option, you will receive an e-mail next year with links to those materials and to the proxy voting site. We encourage you to choose this e-mail option, which will allow us to provide the information you need in a more timely manner, save printing and mailing cost and conserve natural resources. Your election to receive proxy materials by e-mail or in printed form by mail will remain in effect until you terminate it.
If you are a beneficial owner, you will not receive a Notice of Internet Availability directly from us. Instead, your broker, bank or other nominee will forward to you their own notice with instructions on accessing the proxy materials relating to the 2021 Annual Meeting and how to vote your shares, as well as other options that may be available to you for receiving the proxy materials.
When and where is the 2021 Annual Meeting?
We expect to hold the 2021 Annual Meeting on June 8, 2021 at 11:00 a.m. (Eastern Time) at the Hilton Bentley Miami/South Beach hotel located at 101 Ocean Drive, Miami Beach, Florida 33139. However, due to COVID-19-related public health and travel concerns as well as protocols that federal, state and local governments may impose, we might hold the 2021 Annual Meeting by means of remote communication (i.e., a virtual-only meeting). If we determine to hold the meeting in this manner, we would announce this decision, and provide details on how to participate, as soon as practicable before the meeting. In that event, the 2021 Annual Meeting would be conducted solely virtually, on the above date and time. A virtual meeting will have no impact on your ability to provide your proxy by using the Internet or telephone or by completing, signing, dating and mailing your proxy card, as explained in this Proxy Statement. As always, we encourage you to vote your shares prior to the 2021 Annual Meeting.
What am I voting on?
There are three proposals scheduled to be voted on at the 2021 Annual Meeting: