UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to § 240.14a-12 |
Koppers Holdings Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies:
| |||
(2) | Aggregate number of securities to which transaction applies:
| |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
(4) | Proposed maximum aggregate value of transaction:
| |||
(5) | Total fee paid:
| |||
☐ | Fee paid previously with preliminary materials. | |||
☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid:
| |||
(2) | Form, Schedule or Registration Statement No.:
| |||
(3) | Filing Party:
| |||
(4) | Date Filed:
|
March 30, 2020
Dear Fellow Shareholder:
Sincerely,
Leroy M. Ball
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
|
Date: | Wednesday, May 6, 2020 | |
Time: | 10:00 a.m. Eastern Daylight Time | |
Place: | Duquesne Club 325 Sixth Avenue, Pittsburgh, PA 15222 |
Proposals:
1. | To elect eight members of our board of directors. |
2. | To approve our 2020 Long Term Incentive Plan. |
3. | To approve an advisory resolution on our executive compensation. |
4. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2020. |
We will also transact any other business that is properly raised at the meeting or any adjournment of the meeting.
Record Date:
You can vote if you were a shareholder of record on March 16, 2020.
If the annual meeting is adjourned because of the absence of a quorum, those shareholders entitled to vote who attend the adjourned annual meeting, although constituting less than a quorum as provided herein, shall nevertheless constitute a quorum for the purpose of electing directors. If the annual meeting is adjourned for one or more periods aggregating at least fifteen (15) days because of the absence of a quorum, those shareholders entitled to vote who attend the reconvened annual meeting, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in this Notice of Annual Meeting of Shareholders.
Admission to the Meeting:
Only holders of our common stock or their authorized representatives by proxy may attend the meeting. If you are a shareholder of record and plan to attend the meeting, please mark the appropriate box on the proxy card. If your shares are held through an intermediary, such as a broker or a bank, you must present proof of your ownership as of March 16, 2020. Proof of ownership could include a proxy card from your bank or broker or a copy of your account statement. All attendees will need to present valid photo identification for admission to the meeting.
By Order of the Board of Directors |
Stephanie L. Apostolou
General Counsel and Secretary
March 30, 2020
Your Vote Is Important
Whether or not you plan to attend the meeting, please complete, date, sign and return the accompanying proxy card promptly so that we can be assured of having a quorum present at the meeting and so that your shares may be voted in accordance with your wishes.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Shareholders to Be Held on May 6, 2020
A complete copy of this proxy statement and our annual report for the year ended December 31, 2019 are also available at www.proxydocs.com/KOP.
2020 PROXY SUMMARY
This 2020 Proxy Summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider before voting, and we strongly encourage you to carefully read the entire proxy statement before voting.
General Information About This Annual Meeting
Date and Time: |
Wednesday, May 6, 2020 at 10:00 a.m. Eastern Daylight Time | |
Location: |
Duquesne Club, 325 Sixth Avenue, Pittsburgh, PA 15222 | |
Record Date: |
March 16, 2020 | |
Voting: |
Shareholders as of the record date have one vote for each share held on the record date for each proposal. |
You are entitled to vote if you owned shares of our common stock at the close of business on the record date, March 16, 2020. This proxy statement and the related proxy materials were first mailed to shareholders and made available on the internet on or about March 30, 2020.
How to cast your vote (page 58)
You may vote your shares by proxy or in person at the annual meeting. If you are a shareholder of record, to vote your shares by proxy, you must complete, sign and date the proxy card and return it in the postage prepaid envelope. If you are a beneficial owner, you must complete, sign and date the voting instructions included in the package from your broker, bank or other record holder and return those instructions to the broker, bank or other holder of record.
Proposals to be Considered and Board Recommendations
Proposal | Board Voting Recommendation |
Page Reference | ||
Elect eight members of the board of directors
|
FOR each director nominee
|
1
| ||
Approve our 2020 Long Term Incentive Plan
|
FOR
|
46
| ||
Approve an advisory resolution on our executive compensation
|
FOR
|
56
| ||
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2020
|
FOR
|
57
|
Name | Age | Director Since |
Independent | Committee Memberships | ||||
Leroy M. Ball
|
51
|
2015
|
No
|
SC
| ||||
Xudong Feng, Ph.D.
|
61
|
2009
|
Yes
|
MDC; NCG; SC (Chair)
| ||||
Traci L. Jensen
|
53
|
2018
|
Yes
|
AC; MDC; SRC; SC
| ||||
David L. Motley
|
61
|
2018
|
Yes
|
AC; NCG (Chair); SRC
| ||||
Albert J. Neupaver
|
69
|
2009
|
Yes
|
AC; MDC; SRC (Chair)
| ||||
Louis L. Testoni
|
70
|
2013
|
Yes
|
AC (Chair); NCG; SRC
| ||||
Stephen R. Tritch
|
70
|
2009
|
Yes
|
SC
| ||||
Sonja M. Wilkerson
|
59
|
2018
|
Yes
|
MDC (Chair); NCG; SC
|
| Consolidated sales of $1.773 billion, increased by $62.6 million, or 3.7 percent, as compared to $1.710 billion in the prior year. 2019 sales represented the third consecutive year of growth as well as the highest level of revenues in the history of the company. |
| Net income attributable to Koppers for 2019 was $66.6 million compared with net income of $23.4 million in the prior year. As adjusted, earnings before interest, taxes, depreciation and amortization (EBITDA) was $210.8 million, compared with $221.6 million in the prior year. |
| Adjusted EBITDA margin for 2019 was 11.9% compared with 13.0% in the prior year. |
| We achieved diluted earnings per share (EPS) of $3.16 for fiscal year 2019 compared with $1.10 in the prior year. As adjusted, EPS was $3.31 compared with $3.50 in the prior year. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement iv
2020 PROXY SUMMARY
Executive Compensation Highlights:
In awarding compensation to each of our named executive officers (NEOs) in 2019 our management development and compensation committee considered the companys overall performance for the year. The table below reflects, for each NEO, the total direct compensation awarded in 2019, computed in accordance with SEC regulations.
Long-Term Incentive | ||||||||||||||||||||||||
NEO | Base Salary |
Annual Cash Incentive |
PSUs | Stock Options |
RSUs | Total Direct Compensation |
||||||||||||||||||
Leroy M. Ball
|
|
$857,719
|
|
|
$864,634
|
|
|
$1,746,723
|
|
|
$692,535
|
|
|
$461,684
|
|
|
$4,623,295
|
| ||||||
Michael J. Zugay
|
|
$399,641
|
|
|
$241,694
|
|
|
$ 369,873
|
|
|
$146,651
|
|
|
$ 97,759
|
|
|
$1,255,618
|
| ||||||
Steven R. Lacy
|
|
$446,263
|
|
|
$269,829
|
|
|
$ 412,954
|
|
|
$163,721
|
|
|
$109,130
|
|
|
$1,401,897
|
| ||||||
James A. Sullivan
|
|
$408,766
|
|
|
$247,193
|
|
|
$ 453,980
|
|
|
$179,999
|
|
|
$119,995
|
|
|
$1,409,933
|
| ||||||
Douglas J. Fenwick
|
|
$299,316
|
|
|
$176,306
|
|
|
$ 269,809
|
|
|
$106,974
|
|
|
$ 71,315
|
|
|
$ 923,720
|
|
Our Summary Compensation Table can be found on page 27. In accordance with SEC regulations, the Summary Compensation Table also reports amounts for Changes in Pension Value, Nonqualified Deferred Compensation Earnings and All Other Compensation.
Key Pay-for-Performance Features of Our Executive Compensation Program:
| Total compensation consists primarily of base salary, an annual cash incentive and long-term equity incentives. |
| Our NEOs received annual incentive awards at 103% of their targets. |
| Long-term incentives comprise a significant portion of the executives total compensation package, with, generally, approximately 50% of the total dollar value of such awards consisting of performance-based restricted stock units (PSUs) with multi-year performance objectives and a three-year period for vesting (if the applicable performance objective is achieved). |
| PSUs do not vest unless a threshold level of performance is surpassed. |
| Executives receive only limited perquisites, all of which are for business-related purposes. |
Corporate Governance Highlights:
Majority Voting and Director Resignation Policy
|
Our board is subject to a majority voting requirement; any director not receiving a majority of votes cast (excluding abstentions) in an uncontested election must tender his or her resignation to the board.
| |
Term Limits for Directors |
All directors, other than our CEO, who are first elected to the board of directors after August 2, 2017, will have a term limit of 15 years, unless the board approves an exception to this limit, which the board has the authority to do on a case-by-case basis.
| |
Age Limits for Directors |
A director is not eligible to stand for re-election if he or she has reached 74 before the date of election, unless the board approves an exception to this limit, which the board has authority to do on a case-by-case basis.
| |
Declassified Board Structure |
Our entire board is re-elected every year; we have no staggered elections. | |
Annual Board and Committee Self-Evaluations
|
Our board and committees engage in thorough self-evaluations on an annual basis. | |
No Poison Pill |
The company currently does not have a poison pill in place. | |
Independent Board |
Our board is comprised of all independent directors, other than Mr. Ball, and our independent directors regularly meet in executive sessions.
| |
Stock Ownership Guidelines for Directors and Stock Ownership Requirements for Executive Officers
|
We have adopted stock ownership guidelines for directors and stock ownership requirements for executives that encourage a long-term perspective and ensure that the interests of directors and executives are closely aligned with shareholders.
| |
Corporate Governance Guidelines |
We have adopted corporate governance guidelines to ensure we are fully compliant with the law and engaging in corporate governance best practices. These guidelines are reviewed at least annually.
| |
Strong Board Attendance |
In 2019, we had cumulative director attendance of 98% at board and committee meetings.
|
1 On pages iv-v, 16 and 18-21, we refer to our 2019 adjusted EBITDA, adjusted EBITDA margin and adjusted EPS results. Adjusted EBITDA, adjusted EBITDA margin and adjusted EPS are non-GAAP measures, which provide information useful to investors in understanding the underlying operational performance of our company, its business and performance trends, and facilitates comparisons between periods. The exclusion of certain items permits evaluation and a comparison of results for ongoing business operations, and it is on this basis that our management internally assesses the companys performance. In addition, our board of directors and executive management team use adjusted EBITDA as a performance measure under the companys annual incentive plan. The adjustments to EBITDA, EBITDA margin and EPS, as well as reconciliations to the most directly comparable GAAP measures, are set forth in Annex A of this proxy statement. These reconciliations also reflect how adjusted EBITDA is calculated for purposes of compensation.
v KOPPERS HOLDINGS INC. - 2020 Proxy Statement
PROXY STATEMENT | ||||
PROXY SUMMARY | iv | |||
iv | ||||
iv | ||||
iv | ||||
iv | ||||
iv | ||||
iv | ||||
v | ||||
v | ||||
PROXY ITEM 1 PROPOSAL FOR ELECTION OF DIRECTORS | 1 | |||
1 | ||||
1 | ||||
2 | ||||
2 | ||||
4 | ||||
CORPORATE GOVERNANCE MATTERS | 9 | |||
9 | ||||
9 | ||||
10 | ||||
10 | ||||
11 | ||||
11 | ||||
11 | ||||
12 | ||||
13 | ||||
13 | ||||
13 | ||||
COMMON STOCK OWNERSHIP | 14 | |||
14 | ||||
15 | ||||
EXECUTIVE AND DIRECTOR COMPENSATION | 16 | |||
16 | ||||
27 | ||||
29 | ||||
30 | ||||
33 | ||||
33 | ||||
35 | ||||
35 | ||||
40 | ||||
42 | ||||
42 |
PROXY ITEM 1 PROPOSAL FOR ELECTION OF DIRECTORS
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 3
PROXY ITEM 1 PROPOSAL FOR ELECTION OF DIRECTORS
Audit Committee | Members: Louis L. Testoni (Chair, Audit Committee Financial Expert), Traci L. Jensen, David L. Motley, Albert J. Neupaver | |
All Members Independent
6 meetings in 2019 |
Responsibilities. The audit committees responsibilities include oversight of the integrity of our financial statements; the appointment, compensation and supervision of our independent registered public accounting firm, which we also refer to as our independent auditor; review of the independence of our independent auditor; resolution of disagreements between our management and our independent auditor and oversight of our internal audit function. The audit committee has the authority to engage independent counsel or other outside advisors and experts as necessary to advise the committee in the performance of its duties. | |
Overseeing the Integrity of our Financial Statements. The audit committees responsibilities include oversight of the integrity of our financial statements, which entails:
Reviewing, prior to the audit, the scope and procedures to be utilized in the audit with the independent auditor;
Receiving reports from the independent auditor regarding our critical accounting policies and practices;
Meeting with the independent auditor, without our management, to discuss the audit or other issues deemed relevant by the audit committee, including, but not limited to significant audit issues or concerns and managements response thereto;
Reviewing managements assessment of the effectiveness of internal controls over financial reporting, including any significant deficiencies or material weaknesses identified by management or the independent auditor;
Meeting with management and the independent auditor to review significant reporting issues and practices, including changes in or adoption of accounting principles and disclosure practices; and
Reviewing disclosures in our periodic reports filed with the SEC, including the Managements Discussion and Analysis of Financial Condition and Results of Operations section of such reports. | ||
Appointment and Supervision of the Independent Auditor. In connection with the appointment and supervision of our independent auditor, the audit committees responsibilities include, among other things:
Receiving annual written communication from the independent auditor delineating all relationships with and proposed professional services to us;
Reviewing all non-audit services proposed to be provided by the independent auditor;
Receiving and reviewing, on an annual basis, reports from the independent auditor regarding its internal quality control procedures and results of most recent peer review or any inquiry or investigation by any governmental or professional authorities within the preceding five years;
Reviewing the qualifications and performance of the independent auditor and the lead partner of the independent auditor and making certain that a replacement is named to the lead partner position every five years; and
Reviewing and approving, as appropriate, the compensation of the independent auditor. | ||
Receipt and Treatment of Complaints. The board has established, and the audit committee has reviewed, procedures for the receipt and treatment of complaints we receive concerning, among other things, accounting, internal controls or auditing matters, as well as confidential anonymous submissions by our employees regarding accounting or auditing matters. The audit committee also reviews our process for communicating these procedures to our employees. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 5
PROXY ITEM 1 PROPOSAL FOR ELECTION OF DIRECTORS
Management Development and Compensation Committee |
Members: Sonja M. Wilkerson (Chair), Xudong Feng, Traci L. Jensen, Albert J. Neupaver | |
All Members Independent
6 meetings in 2019 |
Responsibilities. The management development and compensation committee is responsible, among other things, for establishing and reviewing compensation criteria at the board and executive levels. The committee seeks to ensure that our compensation practices are in compliance with the law and with our Code of Conduct and are commensurate with the high standards of performance expected of our directors and officers. | |
Director and Executive Compensation. The committee will periodically review and propose to the full board the compensation for non-employee directors. Such review must occur at least once every two years. In addition, the management development and compensation committee annually approves and recommends to the board for ratification our chief executive officers compensation and, based in part on recommendations from our chief executive officer, the compensation structure for all other officers and key executives, including the adoption of cash-based and equity-based incentive compensation plans. | ||
Administration of Incentive Compensation Plans. The management development and compensation committee is charged with administering our cash-based and equity-based incentive compensation plans, which we refer to as incentive compensation plans. Among other things, the management development and compensation committee will determine which eligible employees receive awards under such plans, determine the types of awards to be received and the conditions thereof, and will make any other determination or take any other action that it deems necessary or desirable to administer each incentive compensation plan. From time to time, the management development and compensation committee will also review and recommend medical, retirement, insurance and other benefit packages for officers and eligible employees. | ||
Succession Planning. At least annually, after considering the recommendations of management, the management development and compensation committee will make recommendations to the board regarding a succession plan, including succession in the event of an emergency or crisis, for our chief executive officer and other officers and key employees, after considering recommendations of management. | ||
Use of Advisers. The management development and compensation committee has the sole power to retain and terminate consulting firms to assist it in performing its responsibilities, including the authority to approve the firms fees and retention terms. The committee has the authority to obtain advice and assistance from internal or external legal, accounting, human resource or other advisors and to have direct access to such advisors without the presence of our management or other employees. The committee is directly responsible for the appointment, compensation and oversight of the work of any such advisors retained by the committee and may select a compensation consultant, legal counsel or other advisor only after taking into consideration all factors relevant to that persons independence from management, as required by NYSE rules. |
6 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
PROXY ITEM 1 PROPOSAL FOR ELECTION OF DIRECTORS
Nominating and Corporate Governance Committee |
Members: David L. Motley (Chair), Xudong Feng, Louis L. Testoni, Sonja M. Wilkerson | |
All Members Independent
6 meetings in 2019 |
Recommendations for Director Candidates. The nominating and corporate governance committees goals and responsibilities include identifying and recommending individuals qualified to serve as members of the board of directors consistent with criteria approved by the board of directors. The committee identifies candidates for the board of directors by soliciting recommendations from committee members and incumbent directors and considering recommendations from employees and shareholders. The committee also has sole authority to retain and terminate search firms, which will report directly to the committee, to assist in identifying director candidates. The nominating and corporate governance committee charter provides that the committee will ensure that the nominees for membership on the board of directors are of a high caliber and are able to provide insightful, intelligent and effective guidance to our management. | |
Oversight of the Evaluation of the Board and Management. The committee is responsible for the oversight of the evaluation of the board of directors and corporate management. In doing so, the nominating and corporate governance committee evaluates, and reports to the board of directors, the performance and effectiveness of the board of directors as a whole and each committee of the board as a whole (including an evaluation of itself and the effectiveness of the management development and compensation committee in its process of establishing goals and objectives for, and evaluating the performance of, our chief executive officer and our other officers). | ||
Corporate Governance Matters. The committee is committed to ensuring that our corporate governance is in full compliance with the law, reflects generally accepted principles of good corporate governance, encourages flexible and dynamic management without undue burdens and effectively manages the risks of our business and our operations. To accomplish this, the committee developed and recommended to the board of directors a set of corporate governance guidelines. The committee must review and, if appropriate, recommend to the board appropriate changes to the corporate governance guidelines at least once every year and the articles of incorporation, bylaws, the Code of Conduct and the Code of Ethics Applicable to Senior Officers at least once every two years. The committee is charged with investigating and advising the board with respect to any violations of the Code of Ethics Applicable to Senior Officers and, to the extent involving directors or officers, the Code of Conduct, including conflicts of interest between directors or officers and us, and including a review of the outside activities of directors and officers. It is the obligation of each director and officer to bring to the attention of the nominating and corporate governance committee any actual, apparent or possible conflict of interest. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 7
PROXY ITEM 1 PROPOSAL FOR ELECTION OF DIRECTORS
Strategy and Risk Committee |
Members: Albert J. Neupaver (Chair), Traci L. Jensen, David L. Motley, Louis L. Testoni | |
All Members Independent
3 meetings in 2019 |
The committees responsibilities include, among other things:
Advising the board and management regarding long-range planning in the areas of transactions, financial matters, shareholder engagement, risk management and related matters;
Assessing and providing oversight to management relating to the identification and evaluation of major strategic, operational, regulatory, information and external risks inherent in the business of the company and the control processes with respect to such risks;
Reviewing significant relationships with analysts, shareholders, financing sources and related parties;
Reviewing and advising the board and management regarding the companys strategic planning process;
Staying abreast of activities of the companys shareholders and other stakeholders;
Monitoring shareholder turnover;
Reviewing governance as it pertains to the companys shareholder base; and
Preparing in advance in order to respond to engagement from the companys shareholders. | |
Sustainability Committee (formerly the Safety, Health and Environmental Committee) |
Members: Xudong Feng (Chair), Leroy M. Ball, Traci L. Jensen, Stephen R. Tritch, Sonja M. Wilkerson | |
3 meetings in 2019 |
Our sustainability committee (formerly the safety, health and environmental committee) is responsible for reviewing our policies and practices that address safety (occupational and process), health, the environment, security, product stewardship and sustainability and significant legislative, regulatory and social trends and developments concerning safety (occupational and process), health, the environment, security, product stewardship and sustainability issues. The committee reviews management practices and results to ensure that our managers are promoting proper and government-mandated practices in the areas of safety (occupational and process), health, the environment, security, product stewardship and sustainability and that we have written procedures and an audit program in place to ensure proper training, safeguards and controls in these areas. The sustainability committees charter requires the committee to meet regularly with the relevant executive officers and managers accountable for safety (occupational and process), health, the environment, security, product stewardship and sustainability. |
8 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
CORPORATE GOVERNANCE MATTERS
Our board as a whole has an active role in overseeing the companys management of risks. Our board regularly assesses the major risks facing the company and reviews options for their mitigation by reviewing information regarding accounting, operational, legal and regulatory, and strategic and reputational risks based on reports from senior management, including by our chief compliance officer, and our independent auditor. In addition, our board has established a formal risk management process that involves regular and systematic identification and evaluation of risks. Our board delegates the oversight of specific risk areas to board committees as follows:
Committee | Risk Oversight Responsibilities | |
Audit |
Review with management and our independent auditor the companys risk assessment and risk management practices and discuss policies with respect to risk assessment and risk management
Oversee the companys risk policies and processes relating to financial statements, financial systems, financial reporting processes, compliance and auditing, as well as the guidelines, policies and processes for monitoring and mitigating such risks
| |
Nominating and Corporate Governance
|
Manage risks associated with the independence of the board, potential conflicts of interest, reputation and ethics and corporate governance
| |
Management Development and Compensation
|
Review risks associated with human capital, employee benefits and executive compensation
| |
Strategy and Risk
|
Assess and provide oversight to management relating to the identification and evaluation of major strategic, operational, regulatory, information and external risks inherent in the business of the company and the control processes with respect to such risks
| |
Sustainability |
Review and oversee the companys programs and performance related to safety (occupational and process), health, the environment, security, product stewardship and sustainability
|
Code of Conduct and Code of Ethics
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 11
CORPORATE GOVERNANCE MATTERS
Committee Reports to Shareholders
As set forth in our charter, management is responsible for the preparation, presentation and integrity of our financial statements, and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to provide reasonable assurance of compliance with accounting standards and related laws and regulations. Our internal auditors are responsible for providing reliable and timely information to the board of directors and senior management concerning the quality and effectiveness of, and the level of adherence to, our control and compliance procedures and risk management systems. Our independent auditor is responsible for planning and carrying out an integrated audit of our consolidated annual financial statements and the effectiveness of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (the PCAOB), reviewing our annual report on Form 10-K prior to the filing of such report with the SEC, and reviewing our quarterly financial statements prior to the filing of each of our quarterly reports on Form 10-Q with the SEC.
In the performance of its oversight function, the audit committee has reviewed and discussed the audited financial statements for the year ended December 31, 2019, with management and with KPMG LLP, our independent auditor for 2019. The audit committee has discussed with our independent auditor the matters required to be discussed by the applicable requirements of the PCAOB. The audit committee has received the written disclosures and the letter from the independent auditor required by the applicable requirements of the PCAOB regarding the independent auditors communications with the audit committee concerning independence and has discussed with the independent auditor its independence. Also, in the performance of its oversight function, during 2019 the audit committee received frequent reports from our director of internal audit.
At various times the audit committee has considered whether the provision of non-audit services by the independent auditor to us is compatible with maintaining the independent auditors independence and has discussed with KPMG LLP their independence. The audit committee or its chairman (acting pursuant to delegated authority) pre-approves all new non-audit services (as defined in the Sarbanes-Oxley Act of 2002) proposed to be performed by our independent auditor.
Based upon the review and discussions described in this report, and subject to the limitations on the role and responsibilities of the audit committee referred to above and in its charter, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the SEC.
The audit committee of the board of directors presents the foregoing report.
Louis L. Testoni (Chairman) |
David L. Motley | |
Traci L. Jensen |
Albert J. Neupaver |
Management Development and Compensation Committee Report
The management development and compensation committee has reviewed and discussed the Compensation Discussion and Analysis with our management. Based on our review and discussions, the committee has recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
The management development and compensation committee of the board of directors presents the foregoing report.
Sonja M. Wilkerson (Chairman)
Xudong Feng
Traci L. Jensen
Albert J. Neupaver
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 13
Director and Executive Officer Stock Ownership
Set forth below is certain information with respect to the beneficial ownership of shares of our common stock as of March 16, 2020, by directors, the NEOs, who are included in the Summary Compensation Table, and all directors and executive officers as a group. Except as otherwise indicated, sole voting power and sole investment power with respect to the shares shown in the table are held either by the individual alone or by the individual together with his or her spouse.
Name of Beneficial Owner |
Amount and Nature of Beneficial Ownership(1)(2)(3) |
|||
Xudong Feng
|
|
27,510
|
| |
Traci L. Jensen
|
|
5,704
|
| |
David L. Motley
|
|
5,704
|
| |
Albert J. Neupaver
|
|
54,252
|
| |
Louis L. Testoni
|
|
24,274
|
| |
Stephen R. Tritch
|
|
29,783
|
| |
Sonja M. Wilkerson
|
|
5,704
|
| |
Leroy M. Ball
|
|
475,373
|
| |
Michael J. Zugay
|
|
117,385
|
| |
Steven R. Lacy
|
|
167,488(4)
|
| |
James A. Sullivan
|
|
108,039
|
| |
Douglas J. Fenwick
|
|
33,517(5)
|
| |
All Directors and Executive Officers as a Group (15 in total)
|
|
1,098,959
|
|
(1) | Includes the following amounts of common stock that the following individuals and the group have the right to acquire on or within 60 days after March 16, 2020 through the exercise of stock options or vesting of restricted stock units: Mr. Ball, 247,297; Mr. Zugay, 57,471; Mr. Lacy, 101,462; Mr. Sullivan, 54,889; and Mr. Fenwick, 19,270; 3,936 restricted stock units for Dr. Feng, Ms. Jensen, Mr. Motley, Mr. Neupaver, Mr. Testoni, Mr. Tritch and Ms. Wilkerson; and all directors and executive officers as a group, 506,273. |
(2) | The total number of shares beneficially owned by Mr. Ball and by all directors and executive officers as a group constitutes approximately 2.2% and 5.1%, respectively, of the outstanding shares of our common stock as of March 16, 2020 plus shares of our common stock deemed outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. The total number of shares beneficially owned by each other individual listed in the table above constitutes less than 1.0% of the outstanding shares of our common stock as of March 16, 2020. |
(3) | Amounts reported for executive officers include unvested time-based restricted stock units. |
(4) | Mr. Lacy ceased being an executive officer pursuant to Rule 3b-7 under the Securities Exchange Act of 1934 effective as of March 1, 2020. |
(5) | Mr. Fenwick ceased being an executive officer pursuant to Rule 3b-7 under the Securities Exchange Act of 1934 effective as of February 14, 2020. |
14 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
COMMON STOCK OWNERSHIP
Beneficial Owners of More Than Five Percent
The following table shows shareholders whom we know were beneficial owners of more than five percent of our common stock as of March 16, 2020.
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
||||||
BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 |
3,065,477 | 14.63 | % | |||||
The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 |
2,180,789 | 10.41 | % | |||||
Fuller & Thaler Asset Management, Inc.(3) 411 Borel Avenue, Suite 300 San Mateo, CA 94402 |
1,609,255 | 7.68 | % |
(1) | According to the amended Schedule 13G filed February 4, 2020, BlackRock, Inc. beneficially owns 3,065,477 shares of our common stock and has sole dispositive power over such shares. BlackRock, Inc. has sole voting power over 3,028,026 shares. |
(2) | According to the amended Schedule 13G filed February 12, 2020, The Vanguard Group, Inc. beneficially owns 2,180,789 shares of our common stock and has sole dispositive power over 2,147,574 shares, shared dispositive power over 33,215 shares, sole voting power over 33,795 shares and shared voting power over 1,551 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 31,664 shares of our common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 3,682 shares of our common stock as a result of its serving as investment manager of Australian investment offerings. |
(3) | According to the amended Schedule 13G filed February 14, 2020, Fuller & Thaler Asset Management, Inc. beneficially owns 1,609,255 shares of our common stock and has sole dispositive power over such shares. Fuller & Thaler Asset Management, Inc. has sole voting power over 1,575,496 shares. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 15
EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
Executive Summary | ||||
Our Compensation Philosophy | Our management development and compensation committee (which we refer to as the committee) makes compensation decisions in a manner it believes will best serve the long-term interests of our shareholders by attracting and retaining executives who will be inspired and motivated to meet and exceed the companys goals and whose interests will be aligned with the interests of our shareholders. To accomplish these objectives, the committee has implemented a strong pay-for-performance compensation program, while striving to pay our executives competitively and align our compensation program with our business strategies. | |||
Our Pay Practices | What we do: | What we dont do: | ||
✓ Directly link a significant portion of pay to performance |
× No change in control tax gross-ups | |||
✓ Weigh long-term
incentives more heavily |
× No new participants in our Pension or Supplemental Executive Retirement Plans | |||
✓ Require compliance with stock ownership requirements |
× No stock options with exercise price below market | |||
✓ Engage an independent consultant |
× No hedging, pledging or short sales of our stock | |||
✓ Maintain the ability to clawback compensation in connection with a financial restatement |
||||
Our Performance |
Consolidated sales of $1.773 billion, increased by $62.6 million, or 3.7 percent, as compared to $1.710 billion in the prior year. 2019 sales represented the third consecutive year of growth as well as the highest level of revenues in the history of the company.
Net income attributable to Koppers for 2019 was $66.6 million compared with net income of $23.4 million in the prior year. As adjusted, EBITDA was $210.8 million, compared with $221.6 million in the prior year.
Adjusted EBITDA margin for 2019 was 11.9% compared with 13.0% in the prior year.
We achieved diluted EPS of $3.16 for fiscal year 2019 compared with $1.10 in the prior year. As adjusted, EPS was $3.31 compared with $3.50 in the prior year. | |||
Compensation of our Named Executive Officers |
Our NEOs received annual incentive awards at 103% of their targets.
Long-term incentives represented, on average, 56% of our NEOs 2019 total direct compensation, 47% of which were in the form of performance-based awards.
On average, base salaries for NEOs were increased in 2019 by 3.0% (other than for promotions) in order to bring base salaries closer to market median. |
Our Named Executive Officers | This Compensation Discussion and Analysis describes the compensation of the following NEOs: | |||
Name | Current Title | |||
Leroy M. Ball |
President and Chief Executive Officer | |||
Michael J. Zugay |
Chief Financial Officer | |||
Steven R. Lacy |
Assistant to the President of Koppers Inc. | |||
James A. Sullivan |
Executive Vice President and Chief Operating Officer | |||
Douglas J. Fenwick |
President, Performance Chemicals |
16 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
Executive Compensation Objectives
Consistent with these overall principles, the committee has established the following objectives for its executive compensation programs, which are critical to our long-term success:
| Attract We want our compensation programs to be comparable to market in terms of level of pay and form of award so that we can attract talented executives. |
| Retain We want to retain talented leaders whose continued employment is a key component of our overall success. |
| Engage We want to inspire our executives to meet or exceed our goals and generate superior returns for our shareholders. |
| Align We want to align the financial interests of our executives with those of our shareholders. |
Key Components of Our Compensation Program
The compensation objectives for our NEOs are achieved through the following mix of components of target direct compensation for our CEO and our other NEOs, respectively, which are discussed in more detail later in this Compensation Discussion and Analysis.
CEO Target Direct Compensation
|
Other NEO Target Direct Compensation
|
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 17
EXECUTIVE AND DIRECTOR COMPENSATION
As in prior years, the fiscal year 2019 compensation decisions for our NEOs were made in three steps.
Steps | When | |
1. Design Program The program for the year is approved (including targeted levels of annual and long-term pay, fixed and incentive compensation, and any base salary adjustment).
|
Beginning of fiscal year | |
2. Establish Range of Compensation Opportunities Incentive compensation opportunities are set based on corporate performance. Minimum, target, and maximum performance levels and payouts are established for incentive awards.
|
Beginning of fiscal year | |
3. Review Performance Performance is reviewed and incentive pool amounts are approved which leads to decisions about annual cash incentive awards and performance-based long-term equity awards.
|
Beginning of next fiscal year |
18 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
2019 CEO Actual Compensation Mix
|
2019 Other NEOs Average Actual Compensation Mix
|
The following represents the total direct compensation to our NEOs for 2019, computed in accordance with SEC regulations.
Long-Term Incentive | ||||||||||||||||||||||||
NEO | Base Salary |
Annual Cash Incentive |
PSUs | Stock Options |
RSUs | Total Direct Compensation |
||||||||||||||||||
Leroy M. Ball
|
$
|
857,719
|
|
$
|
864,634
|
|
$
|
1,746,723
|
|
$
|
692,535
|
|
$
|
461,684
|
|
$
|
4,623,295
|
| ||||||
Michael J. Zugay
|
$
|
399,641
|
|
$
|
241,694
|
|
$
|
369,873
|
|
$
|
146,651
|
|
$
|
97,759
|
|
$
|
1,255,618
|
| ||||||
Steven R. Lacy
|
$
|
446,263
|
|
$
|
269,829
|
|
$
|
412,954
|
|
$
|
163,721
|
|
$
|
109,130
|
|
$
|
1,401,897
|
| ||||||
James A. Sullivan
|
$
|
408,766
|
|
$
|
247,193
|
|
$
|
453,980
|
|
$
|
179,999
|
|
$
|
119,995
|
|
$
|
1,409,933
|
| ||||||
Douglas J. Fenwick
|
$
|
299,316
|
|
$
|
176,306
|
|
$
|
269,809
|
|
$
|
106,974
|
|
$
|
71,315
|
|
$
|
923,720
|
|
Please see our Summary Compensation Table on page 27 which also reports amounts for Changes in Pension Value, Nonqualified Deferred Compensation Earnings and All Other Compensation.
2019 Compensation Decisions and Performance
Base Salary. As part of setting pay mix and structure for 2019, the committee evaluated NEO base salaries. Annual salary increases are neither automatic nor guaranteed, but determined by the committee after taking into consideration each NEOs position with the company, their respective responsibilities and experience and peer company information for similar positions. Based on this evaluation, the following base salary increases were approved for the NEOs in 2019. All increases were effective April 1, 2019 and approved by the committee. A base salary increase of 7.0% was awarded to Mr. Fenwick for 2019 to reflect his new responsibility as President, Performance Chemicals, which he assumed on January 1, 2019.
NEO |
Base Salary as of January 1, 2019 |
Base Salary as of April 1, 2019 |
Percentage Increase |
|||||||||
Mr. Ball
|
|
$839,450
|
|
|
$864,450
|
|
|
3.0
|
%
| |||
Mr. Zugay
|
|
$391,091
|
|
|
$402,791
|
|
|
3.0
|
%
| |||
Mr. Lacy
|
|
$436,617
|
|
|
$449,817
|
|
|
3.0
|
%
| |||
Mr. Sullivan
|
|
$399,989
|
|
|
$412,000
|
|
|
3.0
|
%
| |||
Mr. Fenwick
|
|
$285,285
|
|
|
$304,485
|
|
|
7.0
|
%
|
Annual Cash Incentives. In early 2019, the committee approved and the board ratified our annual incentive plan, which served as the companys main annual incentive plan for salaried employees. The annual cash incentive payouts under the annual incentive plan are based upon: (1) each participants target total annual incentive (100% of salary for Mr. Ball and 60% of salary for the other NEOs) and (2) the companys performance in relation to adjusted EBITDA targets contained in the plan. Adjusted EBITDA, as measured under the annual incentive plan, is defined as earnings before interest, taxes, depreciation and amortization, as adjusted by the committee in its discretion to account for certain items, as set forth on Annex A hereto.
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 19
EXECUTIVE AND DIRECTOR COMPENSATION
Taking all of these elements together, the committees framework for determining annual cash incentives for the NEOs can be expressed as follows:
(1) | The 2019 target total annual incentives for our NEOs were: Mr. Ball ($839,450), Mr. Zugay ($234,655), Mr. Lacy ($261,970), Mr. Sullivan ($239,993) and Mr. Fenwick ($171,171). |
The committee established a target corporate adjusted EBITDA performance level of $207.0 million along with a range of incentive payouts at threshold, target and maximum performance levels, as set forth below.
Corporate Adjusted EBITDA | Performance | % of Target | % of Payout | |||||||||
Maximum
|
$
|
248,440,800
|
|
|
120
|
%
|
|
150
|
%
| |||
Actual
|
$
|
209,282,000
|
|
|
101
|
%
|
|
103
|
%
| |||
Target
|
$
|
207,034,000
|
|
|
100
|
%
|
|
100
|
%
| |||
Threshold
|
$
|
165,627,200
|
|
|
80
|
%
|
|
50
|
%
|
For 2019, the company achieved adjusted EBITDA performance of $209.3 million, as calculated for purposes of the annual cash incentives. This corresponded to achievement of 101% of target adjusted EBITDA performance and a 103% payout level, which resulted in the following annual cash incentives to our NEOs:
Annual Cash Incentive for Mr. Ball:
Annual Cash Incentive for Mr. Zugay:
Annual Cash Incentive for Mr. Lacy:
20 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
Annual Cash Incentive for Mr. Sullivan:
Annual Cash Incentive for Mr. Fenwick:
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 21
EXECUTIVE AND DIRECTOR COMPENSATION
Long-Term Equity Incentives. Under our shareholder-approved 2018 Long Term Incentive Plan (the LTIP), in 2019, each NEO received his long-term incentive award in three primary forms (with the applicable weighting determined as described below): PSUs (50%), which measure our performance over a three-year period, stock options (30%) and RSUs (20%), which vest in annual installments of 25% over four years. The table below summarizes the material terms and conditions of the 2019 long-term incentive awards.
PSUs | Stock Options | RSUs | ||||
What objective does the award serve? |
PSUs align shareholder and management interests by focusing management on relative stock price appreciation. | Stock options align shareholder and management interests by providing a reward based solely on stock price appreciation. | RSUs align to shareholder interests and also help to retain participants (some of whom are currently eligible for retirement), as well as to attract the next generation of our senior management. | |||
When do the awards vest? |
Performance is measured over three years. PSUs granted prior to 2019 will vest, if at all, if the relevant threshold performance level is met at the end of the three-year performance period. PSUs granted in 2019 or later will be eligible to be earned in three separate tranches each representing one-third of the total award. The first tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a one-year performance period. The second tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a two-year performance period and the third tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a three-year performance period. Subject to certain retirement and termination provisions, all shares will vest, if earned, if the participant remains in service through the third anniversary of the award date. | Vest in equal annual installments over four years | Vest in equal annual installments over four years | |||
How do we measure performance for the PSUs? |
For PSUs granted prior to 2019, performance is based upon the companys TSR relative to the S&P Small Cap 600 Materials Index at the end of the applicable three-year period. PSUs will vest, if at all, on the third anniversary of the grant date provided that the participant continues in service until that date (subject to certain retirement and termination provisions) and based on a range of relative TSR achieved over the performance period set forth in the following table:
|
Relative TSR | Performance | % of Units to Vest |
||||||
Outstanding | ³ 80th percentile | 200% | ||||||
|
70th percentile
|
|
|
150%
|
| |||
Target
|
|
50th percentile
|
|
|
100%
|
| ||
35th percentile | 50% | |||||||
Threshold
|
|
£ 25th percentile
|
|
|
0%
|
|
The percentage vesting is interpolated on a straight-line basis for performance between levels above the threshold. If the companys TSR is negative during the three-year performance period, then the cumulative number of units that may vest for such three-year period will be capped at either 100% of target (for awards granted in or before 2019) or 150% of target (for awards granted in 2020). For PSUs granted in 2019 or later, performance is based upon the same range of relative TSR, but, as described above, such PSUs will be eligible to be earned in three equal tranches based upon the companys relative TSR achieved over one-year, two-year and three-year performance periods.
|
|
22 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 23
EXECUTIVE AND DIRECTOR COMPENSATION
Companies Used for Defining Competitive Compensation. As stated above, one of the committees principles is to target the compensation of our NEOs within a range of the market median of our peer companies that were selected based on comparability in terms of industry, revenue and complexity. For purposes of 2019 compensation decisions, the peer group selected by the committee, in consultation with Meridian, consisted of the following:
Aegion Corporation
|
H.B. Fuller Company
|
Simpson Manufacturing Co., Inc.
| ||
Armstrong World Industries, Inc.
|
Hillenbrand, Inc.
|
Standex International Corporation
| ||
Cabot Corporation
|
Innospec, Inc.
|
Stepan Company
| ||
EnPro Industries, Inc.
|
Louisiana-Pacific Corporation
|
Sterling Construction Company, Inc.
| ||
Ferro Corporation
|
Masonite International Corporation
|
Tronox Limited
| ||
Gibraltar Industries, Inc.
|
Minerals Technologies, Inc.
|
Universal Forest Products Inc.
| ||
The Greenbrier Companies, Inc.
|
OMNOVA Solutions Inc.
|
|||
Granite Construction Incorporated
|
Quaker Chemical Corporation
|
24 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
Position |
Ownership Requirement Multiple of Base Salary | |||
Chief Executive Officer
|
(Mr. Ball)
|
6x
| ||
Chief Operating Officer
|
(Mr. Sullivan)
|
4x
| ||
Chief Financial Officer; Assistant to the President of Koppers Inc.; President, Performance Chemicals
|
(Messrs. Zugay, Lacy and Fenwick)
|
3x
|
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 25
EXECUTIVE AND DIRECTOR COMPENSATION
26 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
The following table and related footnotes describe the total compensation awarded to, earned by or paid to our NEOs for services rendered during fiscal years 2019, 2018 and 2017.
Name and Principal Position |
Year | Salary | Stock Awards(2) |
Option Awards(2) |
Non-Equity Incentive Plan Compensation |
Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) |
All Other Compensation(4) |
Total | ||||||||||||||||||||||||
Leroy M. Ball |
2019 | $ | 857,719 | $ | 2,208,407 | $ | 692,535 | $ | 864,634 | $ | 977 | $ | 94,066 | $ | 4,718,338 | |||||||||||||||||
President and Chief Executive Officer |
2018 | 833,338 | 1,717,559 | 672,361 | 725,350 | 854 | 94,583 | 4,044,045 | ||||||||||||||||||||||||
2017 | 792,500 | 1,851,641 | 599,990 | 928,000 | 1,057 | 106,836 | 4,280,024 | |||||||||||||||||||||||||
Michael J. Zugay |
2019 | $ | 399,641 | $ | 467,632 | $ | 146,651 | $ | 241,694 | $ | 223 | $ | 50,275 | $ | 1,306,116 | |||||||||||||||||
Chief Financial Officer |
2018 | 388,243 | 363,662 | 142,376 | 202,760 | 182 | 65,157 | 1,162,380 | ||||||||||||||||||||||||
2017 | 376,700 | 425,512 | 137,884 | 282,394 | 171 | 54,198 | 1,276,859 | |||||||||||||||||||||||||
Steven R. Lacy |
2019 | $ | 446,263 | $ | 522,084 | $ | 163,721 | $ | 269,829 | $ | 66,180 | $ | 177,995 | $ | 1,646,072 | |||||||||||||||||
Assistant to the President of Koppers Inc. |
2018 | 433,438 | 406,015 | 158,955 | 226,363 | 790 | 51,528 | 1,277,089 | ||||||||||||||||||||||||
2017 | 420,300 | 473,864 | 153,546 | 314,496 | 53,484 | 104,267 | 1,519,957 | |||||||||||||||||||||||||
James A. Sullivan |
2019 | $ | 408,766 | $ | 573,975 | $ | 179,999 | $ | 247,193 | $ | 190 | $ | 56,706 | $ | 1,466,829 | |||||||||||||||||
Executive Vice President and Chief Operating Officer |
2018 | 388,642 | 459,756 | 179,997 | 219,143 | 142 | 53,966 | 1,301,646 | ||||||||||||||||||||||||
2017 | 351,300 | 395,063 | 128,021 | 284,728 | 114 | 55,623 | 1,214,849 | |||||||||||||||||||||||||
Douglas J. Fenwick(1) |
2019 | $ | 299,316 | $ | 341,124 | $ | 106,974 | $ | 176,306 | $ | 157 | $ | 39,212 | $ | 963,089 | |||||||||||||||||
President, Performance Chemicals |
(1) | Mr. Fenwick was not a NEO in 2017 or 2018. |
(2) | The amounts shown in these columns represent the aggregate grant date fair value of RSUs, stock options and PSUs granted to our NEOs computed in accordance with FASB ASC Topic 718. The value of PSUs disclosed in the table is based upon the target amount of shares granted, using a fair value based on a Monte Carlo valuation model. These award grant date fair values have been determined using the assumptions underlying the valuation of equity awards set forth in note 8 of the consolidated financial statements in our annual reports on Form 10-K for the years ended December 31, 2019, December 31, 2018 and December 31, 2017. Assuming the maximum amount of shares are granted (based on our relative TSR performance), the grant date fair values of PSUs granted in 2019, 2018, or 2017 are: (i) for 2019, Mr. Ball, $3,493,446; Mr. Zugay, $739,747; Mr. Lacy, $825,908; Mr. Sullivan, $907,959; and Mr. Fenwick, $539,617; (ii) for 2018, Mr. Ball, $2,538,637; Mr. Zugay, $537,545; Mr. Lacy, $600,120; and Mr. Sullivan, $679,565; and (iii) for 2017, Mr. Ball, $2,903,307; Mr. Zugay, $667,216; Mr. Lacy, $743,016; and Mr. Sullivan, $619,458. |
(3) | The amount disclosed in this column represents (i) for Mr. Lacy, the aggregate change in the present value of the executives accumulated pension benefit and (ii) the portion of interest accrued (but not currently paid or payable) on deferred compensation above 120 percent of the applicable federal long-term rate at the maximum rate payable under our Benefit Restoration Plan. The increase or decrease, as applicable, in the present value of accumulated pension benefit was as follows: Mr. Lacy: $65,444 (2019), negative $12,837 (2018), and $51,909 (2017). Negative amounts are not reflected in the amounts disclosed above. The remainder of the amount reported in this column for each NEO for 2019, 2018 and 2017, respectively, represents the above-market interest on deferred compensation. Additional information regarding these plans is below under 2019 Pension Benefits and 2019 Non-qualified Deferred Compensation. |
(4) | Includes all other compensation as described in the table below. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 27
EXECUTIVE AND DIRECTOR COMPENSATION
All Other Compensation Table (2019)
Perquisites | Other Compensation | |||||||||||||||||||||||||||||||
Club Dues |
Executive Physical |
Parking | Total Perquisites(1) |
Defined Contribution Plan Contributions(2) |
Benefit Restoration Plan Contributions(3) |
Total Other Compensation(4) |
Total All Other Compensation |
|||||||||||||||||||||||||
Leroy M. Ball |
$ | 14,420 | $ | | $ | 3,540 | $ | 17,960 | $ | 22,680 | $ | 53,426 | $ | 76,106 | $ | 94,066 | ||||||||||||||||
Michael J. Zugay |
14,377 | | | 14,377 | 22,680 | 13,218 | 35,898 | 50,275 | ||||||||||||||||||||||||
Steven R. Lacy |
15,534 | 4,493 | | 20,027 | 22,680 | 16,098 | 157,968 | 177,995 | ||||||||||||||||||||||||
James A. Sullivan |
19,762 | | | 19,762 | 22,680 | 14,264 | 36,944 | 56,706 | ||||||||||||||||||||||||
Douglas J. Fenwick |
11,650 | | | 11,650 | 22,680 | 4,882 | 27,562 | 39,212 |
(1) | The aggregate incremental cost for the perquisites is based on our direct, out-of-pocket cost for providing those benefits. |
(2) | The full amount of defined contribution plan contributions disclosed for each NEO includes an assumed amount for employer contributions made under our 401(k) plan. Actual employer contributions have not yet been made for 2019, however, for purposes of this table, we have assumed that such contributions will be paid for 2019. The assumed amount included for employer contributions with respect to each NEO is $11,480. |
(3) | Actual Benefit Restoration Plan contributions have not yet been made for 2019, however, for purposes of this table, we have assumed that such contributions will be credited for 2019 in accordance with past practice. Additional information regarding this plan is below under 2019 Non-qualified Deferred Compensation. |
(4) | The full amount of total other compensation disclosed for Mr. Lacy includes $119,190 based on an accrued amount attributed to benefits pursuant to the Survivor Benefit Plan rather than our out-of-pocket expenses attributed to the plan. The expense associated with the Survivor Benefit Plan is calculated by determining the annual change in fair value of our liability for this benefit for accounting purposes. |
28 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
2019 Grants of Plan Based Awards Table
As further described in the Compensation Discussion and Analysis section above, the following table shows the details concerning the potential amounts payable to Messrs. Ball, Zugay, Lacy, Sullivan and Fenwick for performance during 2019 under our annual incentive plan. The actual amounts paid to each NEO are included in the Summary Compensation Table above. The table below also reflects PSUs, RSUs and stock options granted to each NEO during 2019 under our LTIP.
Form of Award(1) |
Grant Date |
Date Management, Development and Compensation Committee Took Action to Grant Award |
Estimated Possible 2019 Payouts Under |
Estimated Future Payouts Under |
All Other Stock Awards: Number of Shares of Stock or (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards(4) ($/Sh) |
Grant Date Fair Value of Stock and Option Awards(5) ($) |
||||||||||||||||||||||||||||||||||||||||||
Name | Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
||||||||||||||||||||||||||||||||||||||||||||
Leroy M. Ball |
Annual Cash Incentive Award | 419,725 | 839,450 | 1,259,175 | ||||||||||||||||||||||||||||||||||||||||||||||
PSU Award | 3/6/2019 | 2/12/2019 | 21,672 | 43,343 | 86,686 | $1,746,723 | ||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 3/6/2019 | 2/12/2019 | 17,337 | 461,684 | ||||||||||||||||||||||||||||||||||||||||||||||
Option Award | 3/6/2019 | 2/12/2019 | 61,178 | $26.63 | 692,535 | |||||||||||||||||||||||||||||||||||||||||||||
Michael J. Zugay |
Annual Cash Incentive Award | 117,328 | 234,655 | 351,983 | ||||||||||||||||||||||||||||||||||||||||||||||
PSU Award | 3/6/2019 | 2/12/2019 | 4,589 | 9,178 | 18,356 | $369,873 | ||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 3/6/2019 | 2/12/2019 | 3,671 | 97,759 | ||||||||||||||||||||||||||||||||||||||||||||||
Option Award | 3/6/2019 | 2/12/2019 | 12,955 | $26.63 | 146,651 | |||||||||||||||||||||||||||||||||||||||||||||
Steven R. Lacy |
Annual Cash Incentive Award | 119,997 | 239,993 | 359,990 | ||||||||||||||||||||||||||||||||||||||||||||||
PSU Award | 3/6/2019 | 2/12/2019 | 5,124 | 10,247 | 20,494 | $412,954 | ||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 3/6/2019 | 2/12/2019 | 4,098 | 109,130 | ||||||||||||||||||||||||||||||||||||||||||||||
Option Award | 3/6/2019 | 2/12/2019 | 14,463 | $26.63 | 163,721 | |||||||||||||||||||||||||||||||||||||||||||||
James A. Sullivan |
Annual Cash Incentive Award | 130,985 | 261,970 | 392,955 | ||||||||||||||||||||||||||||||||||||||||||||||
PSU Award | 3/6/2019 | 2/12/2019 | 5,633 | 11,265 | 22,530 | $453,980 | ||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 3/6/2019 | 2/12/2019 | 4,506 | 119,995 | ||||||||||||||||||||||||||||||||||||||||||||||
Option Award | 3/6/2019 | 2/12/2019 | 15,901 | $26.63 | 179,999 | |||||||||||||||||||||||||||||||||||||||||||||
Douglas J. Fenwick |
Annual Cash Incentive Award | 85,586 | 171,171 | 256,757 | ||||||||||||||||||||||||||||||||||||||||||||||
PSU Award | 3/6/2019 | 2/12/2019 | 3,348 | 6,695 | 13,390 | $269,809 | ||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 3/6/2019 | 2/12/2019 | 2,678 | 71,315 | ||||||||||||||||||||||||||||||||||||||||||||||
Option Award | 3/6/2019 | 2/12/2019 | 9,450 | $26.63 | 106,974 |
(1) | The material terms of the awards reflected in this column are provided in the Compensation, Discussion and Analysis2019 Compensation Decisions and Performance section under the heading Annual Cash Incentives and Long-Term Equity Incentives. |
(2) | The amounts shown in these columns represent the threshold, target and maximum possible payouts in 2019 expressed as a percentage of each NEOs salary as of January 1, 2019. For Mr. Ball, the target payout was 100% of salary. For every other NEO the target payout was 60% of salary. Threshold performance would yield a payout of 50% of target and maximum performance would yield a payout of 150% of target. Amounts paid to each NEO under our annual incentive plan are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
(3) | Unvested RSUs and PSUs granted under our LTIP are entitled to dividends at the same rate as those paid, if any, to holders of our common stock which are converted annually into additional RSUs or PSUs, respectively, that vest on the same schedule as the underlying award. We call these dividend equivalent units. |
(4) | The option awards will vest in equal annual installments over four years and have a maximum term of 10 years. |
(5) | The amounts shown in this column represent the aggregate grant date fair value of RSUs, stock options and PSUs granted to our NEOs in 2019. See Footnote 2 to the Summary Compensation Table above. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 29
EXECUTIVE AND DIRECTOR COMPENSATION
Outstanding Equity Awards at Fiscal Year-End 2019
The table below provides information concerning unvested RSUs, PSUs and unexercised options held by each NEO at December 31, 2019.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Grant Date |
Number of Securities Underlying Unexercised Options Exercis- able (#) |
Number of Securities Underlying Unexercised Options Unexercis- able(1)(#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested(2)(#) |
Market Value of Shares or Units of Stock That Have Not Vested(3)($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4)(#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)($) |
|||||||||||||||||||||||||||
Leroy M. Ball |
|
|||||||||||||||||||||||||||||||||||
|
9/1/2010 | 2,500 | $ | 20.00 | 8/31/2020 | |||||||||||||||||||||||||||||||
2/22/2011 | 6,100 | 40.26 | 2/22/2021 | |||||||||||||||||||||||||||||||||
2/21/2012 | 7,807 | 38.21 | 2/21/2022 | |||||||||||||||||||||||||||||||||
2/19/2013 | 7,591 | 42.76 | 2/19/2023 | |||||||||||||||||||||||||||||||||
2/18/2014 | 9,167 | 37.93 | 2/18/2024 | |||||||||||||||||||||||||||||||||
3/3/2015 | 92,410 | 17.57 | 3/3/2025 | |||||||||||||||||||||||||||||||||
3/1/2016 | 45,546 | 15,182 | 18.11 | 3/1/2026 | ||||||||||||||||||||||||||||||||
3/3/2017 | 16,759 | 16,760 | 44.10 | 3/3/2027 | ||||||||||||||||||||||||||||||||
3/2/2018 | 10,280 | 30,843 | 41.60 | 3/2/2028 | ||||||||||||||||||||||||||||||||
3/6/2019 | | 61,178 | 26.63 | 3/6/2029 | ||||||||||||||||||||||||||||||||
85,663 | $ | 3,274,040 | 84,730 | $ | 3,238,380 | |||||||||||||||||||||||||||||||
Michael J. Zugay |
|
|||||||||||||||||||||||||||||||||||
3/3/2015 | 26,041 | $ | 17.57 | 3/3/2025 | ||||||||||||||||||||||||||||||||
3/1/2016 | 13,546 | 4,515 | 18.11 | 3/1/2026 | ||||||||||||||||||||||||||||||||
3/3/2017 | 3,851 | 3,852 | 44.10 | 3/3/2027 | ||||||||||||||||||||||||||||||||
3/2/2018 | 2,177 | 6,531 | 41.60 | 3/2/2028 | ||||||||||||||||||||||||||||||||
3/6/2019 | | 12,955 | 26.63 | 3/6/2029 | ||||||||||||||||||||||||||||||||
18,984 | $ | 725,568 | 17,942 | $ | 919,573 | |||||||||||||||||||||||||||||||
Steven R. Lacy |
|
|||||||||||||||||||||||||||||||||||
2/22/2011 | 6,584 | $ | 40.26 | 2/22/2021 | ||||||||||||||||||||||||||||||||
2/21/2012 | 8,327 | 38.21 | 2/21/2022 | |||||||||||||||||||||||||||||||||
2/19/2013 | 7,864 | 42.76 | 2/19/2023 | |||||||||||||||||||||||||||||||||
2/18/2014 | 9,204 | 37.93 | 2/18/2024 | |||||||||||||||||||||||||||||||||
3/3/2015 | 34,580 | 17.57 | 3/3/2025 | |||||||||||||||||||||||||||||||||
3/1/2016 | 14,996 | 4,998 | 18.11 | 3/1/2026 | ||||||||||||||||||||||||||||||||
3/3/2017 | 4,289 | 4,289 | 44.10 | 3/3/2027 | ||||||||||||||||||||||||||||||||
3/2/2018 | 2,430 | 7,292 | 41.60 | 3/2/2028 | ||||||||||||||||||||||||||||||||
3/6/2019 | | 14,463 | 26.63 | 3/6/2029 | ||||||||||||||||||||||||||||||||
21,165 | $ | 808,926 | 20,032 | $ | 1,026,666 | |||||||||||||||||||||||||||||||
James A Sullivan |
|
|||||||||||||||||||||||||||||||||||
3/3/2015 | 23,437 | $ | 17.57 | 3/3/2025 | ||||||||||||||||||||||||||||||||
3/1/2016 | 12,457 | 4,152 | 18.11 | 3/1/2026 | ||||||||||||||||||||||||||||||||
3/3/2017 | 3,576 | 3,576 | 44.10 | 3/3/2027 | ||||||||||||||||||||||||||||||||
3/2/2018 | 2,752 | 8,257 | 41.60 | 3/2/2028 | ||||||||||||||||||||||||||||||||
3/6/2019 | | 15,901 | 26.63 | 3/6/2029 | ||||||||||||||||||||||||||||||||
21,117 | $ | 807,092 | 22,231 | $ | 1,136,701 | |||||||||||||||||||||||||||||||
Douglas J. Fenwick |
|
|||||||||||||||||||||||||||||||||||
3/1/2016 | 7,895 | 2,631 | $ | 18.11 | 3/1/2026 | |||||||||||||||||||||||||||||||
3/3/2017 | 2,178 | 2,179 | 44.10 | 3/3/2027 | ||||||||||||||||||||||||||||||||
3/2/2018 | 1,557 | 4,674 | 41.60 | 3/2/2028 | ||||||||||||||||||||||||||||||||
3/6/2019 | | 9,450 | 26.63 | 3/6/2029 | ||||||||||||||||||||||||||||||||
12,619 | $ | 482,298 | 13,010 | $ | 667,780 |
(1) | Options granted on March 1, 2016, March 3, 2017, March 2, 2018 and March 6, 2019 will vest in annual installments of 25% over four years beginning on the first anniversary of the grant date. |
30 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
(2) | The amounts shown in this column reflect the aggregate number of unvested RSUs awarded in 2016, 2017, 2018 and 2019, and related dividend equivalent units, if any. The RSUs are scheduled to vest in annual installments of 25% over four years beginning on the first anniversary of the grant date, as summarized below. Included in this column are the 2017-2019 PSU awards, which were earned for performance through 2019 at 100% of target and became vested on March 3, 2020. Also included in this column are one-third of the 2019-2021 PSU awards, which were earned for performance through 2019 at 200% of target and will vest on March 6, 2022. |
Name | Grant Date |
# of Unvested Shares |
Vesting Date |
|||||||||
Leroy M. Ball |
3/1/2016 | 4,141 | 3/1/2020 | |||||||||
3/3/2017 | 22,675 | 3/3/2020 | ||||||||||
3/3/2017 | 2,267 | 3/3/2020 | ||||||||||
3/3/2017 | 2,268 | 3/3/2021 | ||||||||||
3/2/2018 | 2,693 | 3/2/2020 | ||||||||||
3/2/2018 | 2,694 | 3/2/2021 | ||||||||||
3/2/2018 | 2,694 | 3/2/2022 | ||||||||||
3/6/2019 | 28,894 | 3/6/2022 | ||||||||||
3/6/2019 | 4,334 | 3/6/2020 | ||||||||||
3/6/2019 | 4,334 | 3/6/2021 | ||||||||||
3/6/2019 | 4,334 | 3/6/2022 | ||||||||||
3/6/2019 | 4,335 | 3/6/2023 | ||||||||||
Michael J. Zugay |
3/1/2016 | 1,231 | 3/1/2020 | |||||||||
3/3/2017 | 5,211 | 3/3/2020 | ||||||||||
3/3/2017 | 521 | 3/3/2020 | ||||||||||
3/3/2017 | 521 | 3/3/2021 | ||||||||||
3/2/2018 | 570 | 3/2/2020 | ||||||||||
3/2/2018 | 570 | 3/2/2021 | ||||||||||
3/2/2018 | 571 | 3/2/2022 | ||||||||||
3/6/2019 | 6,118 | 3/6/2022 | ||||||||||
3/6/2019 | 917 | 3/6/2020 | ||||||||||
3/6/2019 | 918 | 3/6/2021 | ||||||||||
3/6/2019 | 918 | 3/6/2022 | ||||||||||
3/6/2019 | 918 | 3/6/2023 | ||||||||||
Steven R. Lacy |
3/1/2016 | 1,363 | 3/1/2020 | |||||||||
3/3/2017 | 5,803 | 3/3/2020 | ||||||||||
3/3/2017 | 580 | 3/3/2020 | ||||||||||
3/3/2017 | 580 | 3/3/2021 | ||||||||||
3/2/2018 | 636 | 3/2/2020 | ||||||||||
3/2/2018 | 637 | 3/2/2021 | ||||||||||
3/2/2018 | 637 | 3/2/2022 | ||||||||||
3/6/2019 | 6,830 | 3/6/2022 | ||||||||||
3/6/2019 | 1,024 | 3/6/2020 | ||||||||||
3/6/2019 | 1,025 | 3/6/2021 | ||||||||||
3/6/2019 | 1,025 | 3/6/2022 | ||||||||||
3/6/2019 | 1,025 | 3/6/2023 | ||||||||||
James A. Sullivan |
3/1/2016 | 1,132 | 3/1/2020 | |||||||||
3/3/2017 | 4,838 | 3/3/2020 | ||||||||||
3/3/2017 | 484 | 3/3/2020 | ||||||||||
3/3/2017 | 484 | 3/3/2021 | ||||||||||
3/2/2018 | 721 | 3/2/2020 | ||||||||||
3/2/2018 | 721 | 3/2/2021 | ||||||||||
3/2/2018 | 721 | 3/2/2022 | ||||||||||
3/6/2019 | 7,510 | 3/6/2022 | ||||||||||
3/6/2019 | 1,126 | 3/6/2020 | ||||||||||
3/6/2019 | 1,126 | 3/6/2021 | ||||||||||
3/6/2019 | 1,127 | 3/6/2022 | ||||||||||
3/6/2019 | 1,127 | 3/6/2023 |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 31
EXECUTIVE AND DIRECTOR COMPENSATION
Name | Grant Date |
# of Unvested Shares |
Vesting Date |
|||||||||
Douglas J. Fenwick |
3/1/2016 | 718 | 3/1/2020 | |||||||||
3/3/2017 | 2,947 | 3/3/2020 | ||||||||||
3/3/2017 | 295 | 3/3/2020 | ||||||||||
3/3/2017 | 295 | 3/3/2021 | ||||||||||
3/2/2018 | 408 | 3/2/2020 | ||||||||||
3/2/2018 | 408 | 3/2/2021 | ||||||||||
3/2/2018 | 408 | 3/2/2022 | ||||||||||
3/6/2019 | 4,462 | 3/6/2022 | ||||||||||
3/6/2019 | 669 | 3/6/2020 | ||||||||||
3/6/2019 | 669 | 3/6/2021 | ||||||||||
3/6/2019 | 670 | 3/6/2022 | ||||||||||
3/6/2019 | 670 | 3/6/2023 |
(3) | The amounts shown in this column represent the market value of these stock awards and related dividend equivalent units based on a closing market price of $38.22 per share on December 31, 2019, the last trading day in 2019. |
(4) | The amounts shown in this column reflect the aggregate number of unvested PSUs awarded in 2018 and 2019. For purposes of determining the amounts shown in this column, we assumed achievement of target performance goals with respect to the 2018 awards and maximum performance with respect to the 2019 awards. The actual number may be more or less depending on the companys performance during the applicable performance periods. All PSU grants and related dividend equivalent units, if any, are scheduled to vest upon the achievement of total shareholder return ranking above the 25th percentile as compared to the S&P Small Cap 600 Materials Index during the last two months of the applicable performance period. As of December 31, 2019, the total shareholder return ranked above the 25th percentile for all outstanding awards. The number of unvested shares is summarized below. |
Name | Grant Date |
# of Shares |
Vesting Date |
|||||||||
Leroy M. Ball |
3/2/2018 | 26,938 | 3/3/2020 | |||||||||
3/6/2019 | 57,792 | 3/2/2021 | ||||||||||
Michael J. Zugay |
3/2/2018 | 5,704 | 3/3/2020 | |||||||||
3/6/2019 | 12,238 | 3/2/2021 | ||||||||||
Steven R. Lacy |
3/2/2018 | 6,368 | 3/3/2020 | |||||||||
3/6/2019 | 13,664 | 3/2/2021 | ||||||||||
James A. Sullivan |
3/2/2018 | 7,211 | 3/3/2020 | |||||||||
3/6/2019 | 15,020 | 3/2/2021 | ||||||||||
Douglas J. Fenwick |
3/2/2018 | 4,082 | 3/3/2020 | |||||||||
3/6/2019 | 8,928 | 3/3/2020 |
32 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
2019 Option Exercises and Stock Vested
The table below sets forth information concerning aggregate exercises of stock options and the vesting of a portion of RSUs held by the NEOs during 2019.
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise |
Value Realized on Exercise(1) |
Number of Shares Acquired on Vesting |
Value Realized on Vesting(2) |
||||||||||||
Leroy M. Ball
|
|
|
|
$
|
|
|
|
18,864
|
|
$
|
493,482
|
| ||||
Michael J. Zugay
|
|
|
|
$
|
|
|
|
5,157
|
|
$
|
134,907
|
| ||||
Steven R. Lacy
|
|
7,078
|
|
$
|
101,074
|
|
|
5,993
|
|
$
|
156,777
|
| ||||
James A. Sullivan
|
|
|
|
$
|
|
|
|
4,920
|
|
$
|
128,707
|
| ||||
Douglas J. Fenwick
|
|
|
|
$
|
|
|
|
2,347
|
|
$
|
61,398
|
|
(1) | The amounts in this column are calculated by multiplying the number of shares acquired on exercise by the difference between the fair market value of the common stock on the date of exercise of $28.10 and the exercise price of the options. |
(2) | The amounts in this column represent the number of shares acquired upon the vesting of PSUs and RSUs on March 1, 2019 multiplied by the closing stock price on the applicable vesting date, which was $26.16. Amounts included do not deduct any taxes paid by the NEOs in connection with the vesting of the PSUs and RSUs. |
The table below sets forth information as of December 31, 2019, with respect to each plan that provides for payments or other benefits at, following, or in connection with retirement. None of our NEOs received any payments during 2019 under any of these plans.
Name | Plan Name | Number of Years Credited Service (#) |
Present Value of Accumulated Benefit ($)(1) |
|||||||
Steven R. Lacy |
Retirement Plan for Koppers Inc. | 5.5 | $ | 210,154 | ||||||
Koppers Inc. Retirement Income Restoration Plan (SERP I) | 5.5 | 121,388 | ||||||||
Koppers Inc. Supplemental Executive Retirement Plan II (SERP II)
|
|
5.5
|
|
|
169,954
|
| ||||
$ | 501,496 |
(1) | These present values have been determined using the assumptions and valuation methodology set forth in note 15 of the consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2019. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 33
EXECUTIVE AND DIRECTOR COMPENSATION
34 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
2019 Non-qualified Deferred Compensation
The table below sets forth information as of December 31, 2019, with respect to our Benefit Restoration Plan, a defined contribution plan that provides for the deferral of compensation on a basis that is not tax-qualified. The Benefit Restoration Plan is described in further detail below. None of our NEOs made any contributions or withdrawals during 2019 under the Benefit Restoration Plan.
Name | Registrant Contributions in Last Fiscal Year ($)(1)(2) |
Aggregate Earnings ($)(3) |
Aggregate Balance at Last Fiscal End ($)(2)(4) |
|||||||||
Leroy M. Ball
|
$
|
53,426
|
|
$
|
8,917
|
|
$
|
261,827
|
| |||
Michael J. Zugay
|
|
13,218
|
|
|
2,036
|
|
|
60,803
|
| |||
Steven R. Lacy
|
|
16,098
|
|
|
6,713
|
|
|
172,978
|
| |||
James A. Sullivan
|
|
14,264
|
|
|
1,736
|
|
|
54,836
|
| |||
Douglas J. Fenwick
|
|
4,882
|
|
|
1,437
|
|
|
38,456
|
|
(1) | The amounts shown in this column are reported as compensation in 2019 in the Summary Compensation Table. |
(2) | The amounts disclosed in these columns includes an assumed amount for employer contributions made under our Benefit Restoration Plan. Actual employer contributions have not yet been made for 2019, however, for purposes of this table, we have assumed that such contributions will be credited for 2019 in accordance with past practice. |
(3) | The following amounts reported in this column are reported as compensation in 2019 in the Summary Compensation Table: $977 for Mr. Ball, $223 for Mr. Zugay, $736 for Mr. Lacy, $190 for Mr. Sullivan and $157 for Mr. Fenwick. |
(4) | The following amounts reported in this column were reported as compensation in the Summary Compensation Table for previous years: $190,034 for Mr. Ball, $44,221 for Mr. Zugay, $128,849 for Mr. Lacy, and $35,464 for Mr. Sullivan. |
Potential Payments upon Termination or Change in Control
The following information and related table set forth the details of the payments and benefits that would be provided to each NEO in the event that his employment is terminated with us for any reason including resignation, termination without cause, retirement, a constructive termination of the executive, a change in control or a change in the executives responsibilities.
Employment Agreement
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 35
EXECUTIVE AND DIRECTOR COMPENSATION
Change in Control Agreements
36 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
Effect of Termination for Any Reason or Change in Control on Unvested LTIP Awards
As further described in the Outstanding Equity Awards at Fiscal Year End table, certain NEOs hold unvested RSUs, PSUs and stock options under the LTIP. If the employment of any of the NEOs is terminated for any reason (other than retirement, death or permanent disability), the executive will forfeit any unvested RSUs, PSUs and stock options; the executive will not forfeit any RSUs, PSUs and stock options already vested. Except for PSUs granted in 2019, if the employment of any of the NEOs is terminated for retirement, death or permanent disability prior to the originally scheduled vesting date, vesting of RSUs, PSUs and stock options will be as follows:
Type of Award | Vesting | |
PSUs |
Pro-Rata Vesting at End of Measurement Period. Upon completion of the performance measurement period, the executive will vest in a number of shares equal to the number of shares (if any) in which the executive would have vested at the end of the measurement period had he/she continued in our service through the end of the measurement period multiplied by a fraction, the numerator of which is the number of months of service the executive completed between the award date and the termination of the executives service and the denominator of which is the total number of months in the measurement period. | |
RSUs and Stock Options |
Immediate Pro-Rata Vesting. For awards granted in 2015 and thereafter, immediate vesting in the number of RSUs or stock options in which the executive would have been vested at the time of the executives termination had 25% of the RSUs or stock options that were scheduled to vest on the next anniversary of the award date instead vested in a series of 12 successive equal monthly installments over the duration of the 12-month period preceding such anniversary of the award date. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 37
EXECUTIVE AND DIRECTOR COMPENSATION
38 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
Named Executive Officer | Death, Disability or Retirement(1) |
Qualifying Termination Following a Change in Control |
Without Cause (2) |
|||||||||
Leroy M. Ball
|
||||||||||||
Bonus
|
$
|
864,634
|
|
$
|
826,675
|
|
$
|
|
| |||
Cash severance
|
|
|
|
|
1,728,900
|
|
|
|
| |||
Equity vesting
|
|
2,891,303
|
|
|
6,422,379
|
|
|
|
| |||
Health and welfare
|
|
|
|
|
25,160
|
|
|
|
| |||
$
|
3,755,937
|
|
$
|
9,003,114
|
|
$
|
|
| ||||
Michael J. Zugay
|
||||||||||||
Bonus
|
$
|
241,694
|
|
$
|
242,577
|
|
$
|
|
| |||
Cash severance
|
|
|
|
|
805,582
|
|
|
|
| |||
Equity vesting
|
|
661,383
|
|
|
1,418,388
|
|
|
|
| |||
Health and welfare
|
|
|
|
|
30,995
|
|
|
|
| |||
$
|
903,077
|
|
$
|
2,497,542
|
|
$
|
|
| ||||
Steven R. Lacy
|
||||||||||||
Bonus
|
$
|
269,829
|
|
$
|
270,430
|
|
$
|
269,829
|
| |||
Cash severance
|
|
|
|
|
1,440,494
|
|
|
1,170,030
|
| |||
Equity vesting
|
|
736,738
|
|
|
1,581,567
|
|
|
|
| |||
Health and welfare
|
|
|
|
|
32,485
|
|
|
32,448
|
| |||
$
|
1,006,567
|
|
$
|
3,324,976
|
|
$
|
1,472,307
|
| ||||
James A. Sullivan
|
||||||||||||
Bonus
|
$
|
247,193
|
|
$
|
251,936
|
|
$
|
|
| |||
Cash severance
|
|
|
|
|
824,000
|
|
|
|
| |||
Equity vesting
|
|
720,811
|
|
|
1,637,517
|
|
|
|
| |||
Health and welfare
|
|
|
|
|
42,869
|
|
|
|
| |||
$
|
968,004
|
|
$
|
2,756,322
|
|
$
|
|
| ||||
Douglas J. Fenwick
|
||||||||||||
Bonus
|
$
|
176,306
|
|
$
|
133,887
|
|
$
|
|
| |||
Cash severance
|
|
|
|
|
608,970
|
|
|
|
| |||
Equity vesting
|
|
429,976
|
|
|
971,361
|
|
|
|
| |||
Health and welfare
|
|
|
|
|
30,627
|
|
|
|
| |||
$
|
606,282
|
|
$
|
1,744,845
|
|
$
|
|
|
(1) | In the event of termination due to disability or retirement, the executive will receive the pro-rata share of the bonus to which he would have otherwise been entitled at year-end subject to the discretion of the CEO (as approved by the management development and compensation committee and the board). |
(2) | Does not include amounts that Messrs. Ball, Zugay, Sullivan and Fenwick would be eligible to receive under the Companys broad-based severance plan in the case of termination without cause. |
In addition to the above amounts, Mr. Lacy would also be entitled to post-retirement pension benefits under our salaried plan, SERP l, and SERP ll, as described on pages 33 and 34, and a post-retirement survivor benefit under our Survivor Benefit Plan, as described on page 34. In addition to the above amounts, each of our NEOs would also be entitled to a post-retirement benefit under our Benefit Restoration Plan, as described on page 35.
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 39
EXECUTIVE AND DIRECTOR COMPENSATION
We have adopted a standard arrangement to compensate each of our non-employee directors, which was revised in early 2019. The table below summarizes our director compensation program as in effect from January 1, 2019 through February 12, 2019 and from February 13, 2019 through December 31, 2019. The 2019 director compensation paid was pro-rated for the aforementioned periods to reflect the changes to the director compensation program. In 2019, each non-employee director received the following:
Director Compensation Program | January 1, 2019 through February 12, 2019 |
February 13, 2019 through December 31, 2019 |
||||||
Annual Cash Retainer for Non-Management Directors
|
|
$70,000
|
|
|
$ 80,000
|
| ||
Supplemental Annual Cash Retainer for Non-Executive Chairman
|
|
$80,000
|
|
|
$100,000
|
| ||
Supplemental Annual Cash Retainer for Committee Chair (except Audit Committee and Management Development and Compensation Committee)
|
|
$10,000
|
|
|
$ 10,000
|
| ||
Supplemental Annual Cash Retainer for Audit Committee Chair
|
|
$15,000
|
|
|
$ 20,000
|
| ||
Supplemental Annual Cash Retainer for Management Development and Compensation Committee Chair
|
|
$10,000
|
|
|
$ 15,000
|
| ||
Annual Equity Award of RSUs
|
|
$95,000
|
|
|
$105,000
|
| ||
Supplemental board meeting attendance fee for meetings in excess of six per year
|
|
$ 1,000
|
|
|
$ 1,000
|
| ||
Supplemental committee meeting attendance fee for meetings in excess of six per year
|
|
$ 1,000
|
|
|
$ 1,000
|
|
40 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
2019 Director Compensation Table
The table below provides information concerning the compensation of our non-employee directors for 2019.
Name | Fees Earned or Paid in Cash(1) |
Stock Awards(2) |
Total | |||||||||
Stephen R. Tritch |
$ | 182,151 | (3) | $ | 105,012 | $ | 287,163 | |||||
Cynthia A. Baldwin |
25,562 | | 25,562 | |||||||||
Xudong Feng |
90,493 | (4) | 105,012 | 195,506 | ||||||||
Traci L. Jensen |
80,493 | (5) | 105,012 | 185,506 | ||||||||
David L. Motley |
87,137 | (6) | 105,012 | 192,149 | ||||||||
Albert J. Neupaver |
90,493 | (7) | 105,012 | 195,506 | ||||||||
Louis L. Testoni |
99,822 | (8) | 105,012 | 204,834 | ||||||||
Sonja M. Wilkerson |
89,459 | (9) | 105,012 | 194,471 | ||||||||
T. Michael Young |
28,904 | (10) | | 28,904 |
(1) | Each director received a total amount of $78,493 for his or her 2019 annual cash retainer, representing $38,493 and $40,000 for the January-June and July-December pro rata portions of the retainer, respectively, except for directors who served for only part of the year ended December 31, 2019. Justice Baldwin and Mr. Young, who retired from the board of directors effective as of May 2, 2019, each received a total amount of $25,562 for the 2019 annual cash retainer for the period from January 1, 2019 through May 2, 2019. |
(2) | On May 2, 2019, each incumbent non-management member of the board of directors on such date was granted 3,936 RSUs. The amounts in this column relating to the May 2, 2019 awards represent the grant date fair value of that grant, which is determined by multiplying the shares granted by $26.68 per share, the closing stock price on May 2, 2019. These award grant date fair values have been determined in accordance with FASB ASC Topic 718 using the assumptions underlying the valuation of equity awards set forth in note 8 of the consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2019. As of December 31, 2019, each incumbent non-management director owned 3,936 unvested RSUs. |
(3) | Mr. Tritch received an additional $97,233 for serving as chairman of the board, an additional $4,425 for serving as chair of the management development and compensation committee for the period from January 1, 2019 through May 2, 2019 and an additional $2,000 for supplemental meeting fees. |
(4) | Dr. Feng received an additional $10,000 for serving as chair of the safety, health and environmental committee and an additional $2,000 for supplemental meeting fees. |
(5) | Ms. Jensen received an additional $2,000 for supplemental meeting fees. |
(6) | Mr. Motley received an additional $6,644 for serving as chair of the nominating and corporate governance committee for the period from May 2, 2019 through December 31, 2019 and an additional $2,000 for supplemental meeting fees. |
(7) | Mr. Neupaver received an additional $10,000 for serving as chair of the strategy and risk committee and an additional $2,000 for supplemental meeting fees. |
(8) | Mr. Testoni received an additional $19,329 for serving as chair of the audit committee and an additional $2,000 for supplemental meeting fees. |
(9) | Ms. Wilkerson received an additional $9,966 for serving as chair of the management development and compensation committee for the period from May 2, 2019 through December 31, 2019 and an additional $1,000 for supplemental meeting fees. |
(10) | Mr. Young received an additional $3,342 for serving as chair of the nominating and corporate governance committee for the period from January 1, 2019 through May 2, 2019. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 41
EXECUTIVE AND DIRECTOR COMPENSATION
Stock Ownership Guidelines for Our Non-Employee Directors
Based on this information, for 2019 the ratio of the annual total compensation of Leroy M. Ball, our President and Chief Executive Officer, to the annual total compensation of our median employee was 59 to 1.
42 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
EXECUTIVE AND DIRECTOR COMPENSATION
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 43
(Dollars in thousands) | 2019 | 2018 | ||||||
Audit fees(1)
|
$
|
2,349
|
|
$
|
2,952
|
| ||
Audit-related fees(2)
|
|
243
|
|
|
25
|
| ||
Tax compliance(3)
|
|
236
|
|
|
126
|
| ||
Tax other(4)
|
|
413
|
|
|
616
|
| ||
All other fees
|
|
|
|
|
|
| ||
$
|
3,241
|
|
$
|
3,719
|
|
(1) | Fees related to professional services rendered for the audits of our consolidated financial statements included in our Annual Report on Form 10-K, quarterly reviews of the financial statements included in our Quarterly Reports on Form 10-Q, audits of internal control over financial reporting and statutory audits. |
(2) | Fees for the year ended December 31, 2019 include professional services related to the filing of a registration statement and both years include professional services for assistance with international accounting matters. |
(3) | Fees related to tax compliance review of our federal and foreign tax return filing and preparation of related calculations and transfer pricing documentation. |
(4) | Fees related to United States and international tax consulting services, assistance with tax audits and advice on other international tax matters. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 45
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
Material Terms of the 2020 LTIP
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 47
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
48 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 49
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
50 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 51
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
Summary of Federal Income Tax Consequences
52 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 53
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
54 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
PROXY ITEM 2 PROPOSAL TO APPROVE OUR 2020 LONG TERM INCENTIVE PLAN
The following table provides information as of December 31, 2019, regarding the number of shares of our common stock that may be issued under the 2018 LTIP:
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
|||||||||
Equity compensation plans approved by security holders |
1,755,047 | (1) | $28.45 | (2) | 602,985 |
(1) | Includes shares of our common stock that may be issued pursuant to outstanding options, time-based RSUs and performance-based RSUs awarded under our 2018 LTIP. |
(2) | Does not reflect time-based RSUs and performance-based RSUs included in the first column, which do not have an exercise price. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 55
GENERAL MATTERS
Q. | How do I vote? |
A. | You may vote your shares by proxy or in person. |
By proxy |
If you are a shareholder of record, to vote your shares by proxy, you must complete, sign and date the proxy card and return it in the postage prepaid envelope.
If you are a beneficial owner, you must complete, sign and date the voting instructions included in the package from your broker, bank or other record holder and return those instructions to the broker, bank or other holder of record. | |
In person |
All shareholders may vote in person at the annual meeting.
If you are a shareholder of record, you may vote your shares directly at the meeting by casting a ballot in person. In addition, you may also be represented by another person at the annual meeting by executing a proper proxy designating that person.
If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the meeting. |
Your vote is important. Please vote your shares promptly. We recommend you vote by proxy even if you plan to attend the meeting. You can always revoke your proxy before it is exercised by voting in person at the meeting.
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 59
GENERAL MATTERS
60 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
GENERAL MATTERS
KOPPERS HOLDINGS INC. - 2020 Proxy Statement 61
APPENDIX A Proposed 2020 Long Term Incentive Plan
KOPPERS HOLDINGS INC.
2020 LONG TERM INCENTIVE PLAN
AS ADOPTED EFFECTIVE March 16, 2020
Section 1. Purpose
The purposes of the Koppers Holdings Inc. 2020 Long Term Incentive Plan (the Plan) are to encourage selected individuals in the service of Koppers Holdings Inc. (together with any successor thereto, the Company) and its Affiliates (as defined below) to acquire a proprietary interest in the Companys growth and performance, to generate an increased incentive to contribute to the Companys future success and to enhance the ability of the Company and its Affiliates to attract and retain key service providers. If approved by shareholders, the Plan supersedes and replaces the Predecessor Plan (as defined below). No further awards shall be made under the Predecessor Plan if the Plan is approved by shareholders and becomes effective on the Effective Date. Any Awards made under the Predecessor Plan prior to the Effective Date shall be governed by the terms of the Predecessor Plan in effect prior to the Effective Date, including with respect to any restrictive covenants.
Section 2. Definitions
As used in the Plan:
(a) | Affiliate means (i) any entity that, directly or through one or more intermediaries, is controlled by the Company, and (ii) any entity in which the Company has a significant equity interest as determined by the Committee. |
(b) | Award means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Dividend Equivalent granted under the Plan. |
(c) | Award Agreement means any written or electronic agreement or other instrument or document evidencing an Award granted under the Plan. The terms of any plan or guideline adopted by the Board or the Committee and applicable to an Award shall be deemed incorporated in and a part of the related Award Agreement. |
(d) | Board means the Board of Directors of the Company. |
(e) | Change in Control shall have the meaning assigned to such term in Section 8(b). |
(f) | Code means the Internal Revenue Code of 1986, as amended from time to time. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder. |
(g) | Committee means a committee of the Board designated by the Board to administer the Plan and composed of not less than two directors, each of whom is (i) qualified as a Non-Employee Director as contemplated by the Section 16 Rules and (ii) satisfies the independence standards established for compensation committee members by the Stock Exchange serving at the time as the primary market for the Companys common stock. Such Committee may from time to time be hereinafter referred to as the Primary Committee. The term Committee shall also mean any Secondary Committee or Special Award Committee, to the extent such Secondary Committee or Special Award Committee acts within its administrative jurisdiction under the Plan. |
(h) | Dividend Equivalent means any right granted under Section 6(f)(vi) of the Plan. |
(i) | Effective Date shall have the meaning set forth in Section 10 of the Plan. |
(j) | Employee means any individual in the employ of the Company or any Affiliate, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. |
(k) | Fair Market Value means, with respect to any property other than shares of the Companys common stock, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Primary Committee. Fair Market Value means, with respect to shares of the Companys common stock, the closing selling price per share at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the Stock |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-1
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
Exchange serving at the time as the primary market for the Companys common stock, as such price is reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the Companys common stock is then primarily traded. If there is no closing selling price for the Companys common stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. |
(l) | GAAP means United States generally accepted accounting principles. |
(m) | Incentive Stock Option means an option to purchase Shares granted under Section 6(b) of the Plan that is intended to meet the requirements of Section 422 of the Code or a successor provision thereto. |
(n) | Long Term Performance Award means an Award made in accordance with Section 6(d)(iii) of the Plan. |
(o) | 1934 Act means the Securities Exchange Act of 1934, as amended. |
(p) | Non-Qualified Stock Option means an option to purchase Shares granted under Section 6(b) of the Plan that is not intended to be an Incentive Stock Option. |
(q) | Option means an Incentive Stock Option or a Non-Qualified Stock Option. |
(r) | Participant means an Employee or other eligible individual determined under Section 5 granted an Award under the Plan. |
(s) | Performance Award means any award granted under Section 6(d) of the Plan. |
(t) | Performance Bonus means an award denominated in cash or Shares that is made under Section 6(d)(ii) of the Plan and that is paid solely on account of the attainment of one or more specified performance targets in relation to one or more Performance Measures. |
(u) | Performance Cycle means, with respect to any Award that vests based on Performance Measures, the period over which the level of performance will be assessed. |
(v) | Performance Measure means, with respect to any Performance Bonus or Long Term Performance Award, the business criteria selected by the Committee to measure the level of performance of the Company and/or its Affiliates during a Performance Cycle. The Committee may select as the Performance Measure for a Performance Cycle any performance goals which it may consider appropriate for the award, which may include, but shall not be limited to, one or combination of the following Company measures, as interpreted by the Committee, which measures (to the extent applicable) will be determined in accordance with GAAP: (i) earnings or operating income before interest, taxes, depreciation, amortization and/or charges for stock-based compensation; (ii) earnings or operating income before interest and taxes and/or charges for stock-based compensation (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) market price of the Companys common stock; (vi) return on equity or average shareholder equity; (vii) total shareholder return or growth in total shareholder return, either directly or in relation to a comparative group; (viii) return on capital; (ix) return on assets or net assets; (x) invested capital, rate of return on capital, return on invested capital or improvements on capital structure; (xi) bond ratings; (xii) safety, health or environmental record or performance; (xiii) sales, revenue, growth in revenue or return on sales; (xiv) income or net income; (xv) operating income or net operating income; (xvi) operating profit or net operating profit; (xvii) operating margin; (xviii) return on operating revenue or return on operating profit; (xix) cash flow or cash flow per share (before or after dividends); (xx) market share; (xxi) collections and recoveries, (xxii) debt reduction, borrowing levels, leverage ratios or credit rating; (xxiii) compliance with covenants in the Companys and/or its Affiliates debt agreements; (xxiv) litigation and regulatory resolution goals, (xxv) expense control goals, (xxvi) budget comparisons, (xxvii) development and implementation of strategic plans and/or organizational restructuring goals; (xxviii) productivity goals; (xxix) workforce management and succession planning goals; (xxx) economic value added or other value added measures, (xxxi) on-time delivery, quality standards and/or other measures of customer satisfaction, (xxxii) employee retention and/or attrition rates; (xxxiii) comparable site sales; (xxxiv) resolution and/or settlement of litigation and other legal proceedings; (xxxv) regulatory compliance; (xxxvi) satisfactory internal or external audits; (xxxvii) improvement of financial ratings; (xxxviii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, cost targets, management of employment practices and employee benefits, or supervision of information technology; (xxxix) formation of joint ventures or marketing or customer service collaborations or the completion of other corporate transactions intended to enhance the Companys revenue or profitability or enhance its customer base; (xxxx) mergers and acquisitions, divestitures |
A-2 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
and/or business expansion; and (xxxxi) other similar criteria consistent with the foregoing. The Committee may also grant Performance Bonus or Long Term Performance Awards that are based on performance measures other than those set forth above. |
(w) | Performance Unit means an award made under Section 6(d)(iii) of the Plan and that is paid on account of the attainment of one or more specified performance targets in relation to one or more Performance Measures. |
(x) | Permanent Disability or Permanently Disabled shall mean the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more. |
(y) | Person means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof. |
(z) | Predecessor Plan means the Koppers Holdings Inc. 2018 Long Term Incentive Plan. |
(aa) | Released Securities means securities that were Restricted Securities with respect to which all applicable restrictions imposed under the terms of the relevant Award have expired, lapsed or been waived or satisfied. |
(bb) | Restricted Securities means Awards of Restricted Stock or other Awards under which outstanding Shares are held subject to certain restrictions. |
(cc) | Restricted Stock means any Share granted under Section 6(c) of the Plan. |
(dd) | Restricted Stock Unit means any right granted under Section 6(c) of the Plan that is denominated in Shares. Restricted Stock Units may be settled in Shares, in cash of equivalent Fair Market Value, or any combination as determined by the Committee and set forth in the applicable Award Agreement. |
(ee) | Secondary Committee means a committee of two or more Board members, including Board members who are also officers or employees of the Company or any Affiliate, appointed by the Board to administer the Plan and to make Awards with respect to persons other than Section 16 Insiders. |
(ff) | Section 16 Insider means each officer of the Company (or any Affiliate) and Board member who is subject to the short-swing trading restrictions of Section 16 of the 1934 Act. |
(gg) | Section 16 Rules means the rules promulgated by the Securities and Exchange Commission with respect to Section 16 of the 1934 Act or any successor rules. |
(hh) | Shares means the common stock of the Company and such other securities or property as may become the subject of Awards pursuant to an adjustment made under Section 4(c) of the Plan. |
(ii) | Special Award Committee shall mean a committee of one or more executive officers appointed by the Board to administer the Plan with respect to eligible employees other than members of such committee and Section 16 Insiders. |
(jj) | Stock Appreciation Right means a tandem or stand-alone stock appreciation right granted pursuant to Section 6(e) of the Plan. |
(kk) | Stock Exchange shall mean the Nasdaq Global or Global Select Market, the New York Stock Exchange, or any other principal securities exchange upon which the Companys common stock is traded. |
(ll) | Target Amount means the amount of the Performance Bonus or the amount per Performance Unit that will be paid to the Participant if the Performance Measure applicable to that Performance Bonus or Performance Unit is fully (100%) attained, as determined by the Committee. |
(mm) | Target Vesting Percentage means the percentage of each performance-based Restricted Stock Unit or Restricted Stock Award that will vest if the Performance Measure applicable to that Performance-Based Award is fully (100%) attained, as determined by the Committee. |
(nn) | 10% Shareholder means an Employee who, as of the date on which an Incentive Stock Option is granted to such Employee, owns more than ten percent (10%) of the total combined voting power of all classes of Shares then issued by the Company or any of its subsidiaries. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-3
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
Section 3. Administration
The Primary Committee shall serve as the primary administrator of the Plan and in that capacity shall have full power and authority to: (i) designate Participants; (ii) determine the Awards to be granted to Participants; (iii) determine the number of Shares (or securities convertible into Shares) to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares or other securities or property, or canceled, substituted, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, substituted, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and guidelines and appoint such agents as it shall deem appropriate for the administration of the Plan; (ix) establish and interpret the various Performance Measures (or, as applicable, other performance criteria) that are to apply to the Performance Bonuses and Long Term Performance Awards made under the Plan, evaluate the level of performance over the applicable Performance Cycle, certify the level at which Performance Measures (or other performance criteria, as applicable) for that Performance Cycle has been attained and determine the amount payable with respect to those Awards based on the certified level of Performance Measure attainment; (x) waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability or retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions as the Committee shall deem appropriate; and (xi) make any other determination and take any other action that it deems necessary or desirable for such administration.
The Board may also establish a Secondary Committee and delegate to such committee separate but concurrent authority with the Primary Committee to exercise all of the foregoing power and authority with respect to Awards to persons other than Section 16 Insiders. In addition, administration of the Plan may, at the Boards or Primary Committees discretion, be vested in a Special Award Committee with authority to administer the Plan with respect to employees other than Section 16 Insiders and members of such Special Award Committee and to make Awards to such individuals under the Plan subject to such limitations and other terms and conditions as the Board shall specify from time to time. All designations, determinations, interpretations and other decisions with respect to the Plan or any Award shall be made by the Primary Committee or, with respect to Awards under its jurisdiction, the Secondary Committee or Special Award Committee, and shall be final, conclusive and binding upon all Persons, including the Company, any Affiliate, any Participants, any holder or beneficiary of any Award, any shareholder and any employee of the Company or of any Affiliate. The powers of the Primary Committee, Special Award Committee and the Secondary Committee include the adoption of modifications, amendments, procedures, subplans and the like as are necessary to comply with provisions of the laws of other countries in which the Company or an Affiliate may operate in order to assure the viability of Awards granted under the Plan and to enable Participants employed in such other countries to receive benefits under the Plan and such laws.
Section 4. Shares Available for Awards
(a) | Shares Available. Subject to the share counting provisions and adjustment procedures set forth in subsection (b) and (c) below, the aggregate number of Shares reserved and available for issuance under the Plan shall be 1,000,000 shares of the Companys common stock. In addition, shares of the Companys common stock underlying any outstanding award granted under the Predecessor Plan that, following the Effective Date, expire, or is terminated, surrendered or forfeited for any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. For this purpose, for any performance-vesting share-based awards granted under the Predecessor Plan that become earned after the Effective Date, (i) any shares earned shall be satisfied from the Predecessor Plan share pool to the extent available, (ii) any shares earned in excess of the Predecessor Plan share pool shall be issued from the aggregate number of Shares available for issuance under this Plan, and (iii) any shares that are not earned as a result of performance results shall be treated as forfeitures in accordance with the preceding sentence. Subject to adjustment pursuant to subsection (c) below, in no event may more than 1,000,000 Shares, in the aggregate, be granted pursuant to Incentive Stock Options granted under the Plan. |
(b) | Share Counting. The aggregate number of Shares available with respect to Awards under the Plan shall be reduced by one (1) Share for each Share to which an Award relates; provided, however, that any Award (or any portion) settled in cash, or the payment in cash of dividends or dividend equivalents under any outstanding Award, will not be counted against, or have any effect upon, the number of Shares available for issuance under this Plan. If any Shares covered by an Award granted under the Plan, or to which such an Award relates, are forfeited, or otherwise terminates or is |
A-4 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
canceled without the delivery of Shares, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of shares with respect to which Awards may be granted, to the extent of any such forfeiture, termination or cancellation, shall again become Shares with respect to which Awards may be granted; provided, however, that Shares (i) delivered or withheld by the Company in payment of the exercise price or base price of an Option or Stock Appreciation Right, as applicable, (ii) not issued upon the settlement of Stock Appreciation Rights, (iii) repurchased by the Company using proceeds from Option exercises or (iv) delivered to or withheld by the Company to pay federal, state or local withholding taxes, shall not become available again for issuance under this Plan. Shares issued under Awards granted in assumption, substitution or exchange for previously granted awards of a company acquired by the Company or an Affiliate (Substitute Awards) shall not reduce the Shares available under the Plan, and available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and shall not reduce the Plans Share reserve (subject to any applicable stock exchange listing requirements). |
(c) | Adjustments. In the event that the Committee determines that any dividend or other distribution (other than regular cash dividends), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Primary Committee to be appropriate in order to prevent dilution or enlargement of the benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards under Section 4(a), (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the grant, purchase or exercise price with respect to any Award, or, if the Committee deems it appropriate, make provision for a cash payment to the holder of an outstanding Award, (iv) the performance goals relating to outstanding Awards, (v) the maximum number of Shares or other securities which may be issued under Section 4(a) pursuant to Incentive Stock Options, and (vi) the maximum number of Shares or other securities for which any one Participant may be granted Awards pursuant to the limitations contained in Section 4(d). Notwithstanding the foregoing, a Participant to whom Dividend Equivalents or dividend units have been awarded shall not be entitled to receive a special or extraordinary dividend or distribution unless the Committee shall have expressly authorized such receipt. |
(d) | Limitation of Non-Employee Director Awards. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any non-Employee member of the Board during any single calendar year under this Plan (excluding Awards made at the election of such non-Employee director in lieu of all or a portion of annual and committee cash retainers) shall not exceed $200,000. |
Section 5. Eligibility
Any Employee, including any officer or employee member of the Board, any non-employee member of the Board or the board of directors of an Affiliate, and any consultant in the service of the Company or an Affiliate shall be eligible to be designated a Participant. However, any Employee who is a member of a collective bargaining unit shall not be eligible to be designated a Participant unless the collective bargaining agreement covering that Employee allows for his or her participation in the Plan.
Section 6. Awards
(a) | Grants. All Awards shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in an Award Agreement or an amendment to the Award Agreement. All Awards shall be made conditional upon the Participants acknowledgement, in writing or by acceptance of the Award, that all decisions and determinations of the Committee shall be final and binding on the Participant, the Participants beneficiaries and any other person having or claiming an interest under such Award. Awards under a particular Section of the Plan need not be uniform as among the Participants. |
(b) | Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine: |
(i) | Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, that such purchase price shall not be less than the Fair |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-5
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
Market Value of a Share on the date of grant of such Option (or 110% of the Fair Market Value of a Share in case of an Incentive Stock Option granted to a 10% Shareholder), except in connection with Substitute Awards. |
(ii) | Option Term. The term of each Option shall be fixed by the Committee, provided that in no event shall the term of an Option exceed a period of ten years from the date of its grant (or five years in the case of an Incentive Stock Option granted to a 10% Shareholder). |
(iii) | Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part (but in no event shall an Option be exercisable after the expiration of ten years from the date of its grant (or five years in the case of an Incentive Stock Option granted to a 10% Shareholder)), and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, including for this purpose a cashless net exercise) in which, payment of the exercise price with respect thereto may be made. In addition, to the extent the Option is exercised for vested Shares at a time when the Companys common stock is registered under Section 12(g) of the 1934 Act, the exercise price may also be paid through a special sale and remittance procedure pursuant to which the Participant shall concurrently provide instructions to (a) a brokerage firm (reasonably satisfactory to the Company for purposes of administering such procedure in compliance with the Companys pre-clearance/pre-notification policies) to effect the immediate sale of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased Shares plus all applicable income and employment taxes required to be withheld by the Company by reason of such exercise and (b) the Company to deliver the certificates for the purchased Shares directly to such brokerage firm on such settlement date in order to complete the sale. The Committee shall have the authority to provide, in the applicable Award Agreement, for the automatic exercise, pursuant to the foregoing sale and remittance procedure or through a cashless net exercise, of a vested Option with an exercise price per Share that is less than the Fair Market Value of a Share on the last day of the Option term. |
(iv) | Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall be subject in all respects to the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Without limiting the preceding sentence, the aggregate Fair Market Value (determined at the time an option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and any other plan of the Participants employer corporation and its parent and subsidiary corporations providing for Options) shall not exceed such dollar limitation as shall be applicable to Incentive Stock Options under Section 422 of the Code or a successor provision. If an Option that is intended to be an Incentive Stock Option fails to meet the requirements thereof, the Option shall automatically be treated as a Non-Qualified Stock Option to the extent of such failure. |
(c) | Restricted Stock and Restricted Stock Units. |
(i) | Issuance. The Committee is authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants. |
(ii) | Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property, subject to the provisions of Section 6(f)(vi) below), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. |
(iii) | Registration. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and when delivered to the Participant shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock. |
(iv) | Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service for any reason during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units still subject to restriction shall be forfeited and reacquired by the |
A-6 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
Company. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Stock promptly after such Restricted Stock shall become Released Securities, subject to the Companys collection of all applicable withholding taxes. |
(d) | Performance Awards. |
(i) | In General. The Committee is authorized to grant Performance Awards to Participants (including, without limitation, Performance Bonuses and Long-Term Performance Awards described in Sections 6(d)(ii) and (iii)). Subject to the terms of the Plan and any applicable Award Agreement, a Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock or Restricted Stock Units), other securities, other Awards or other property and (ii) shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan and any applicable Award Agreement, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. |
(ii) | Performance Bonuses. The Committee is authorized to grant Performance Bonuses to Participants with the following terms and conditions, and with such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall determine: |
(a) | Performance Cycles. The Committee shall establish the applicable Performance Cycle for each Performance Bonus awarded under the Plan on or before the award date. |
(b) | Eligible Participants. The Committee shall determine the Participants who will be eligible to receive a Performance Bonus under the Plan for the Performance Cycle. |
(c) | Performance Measures; Targets; Award Criteria. |
(i) | The Committee shall fix and establish in writing (A) the Performance Measures that will apply to that Performance Cycle; (B) the Target Amount payable to each Participant; and (C) subject to subsection (d) below, the criteria for computing the amount that will be paid with respect to each level of attained performance. The Committee may also set forth the threshold level of performance that must be attained during the Performance Cycle before any Performance Bonus will vest and become payable and the percentage of the target amount that will vest and become payable upon attainment of various levels of performance that equal or exceed the required threshold level. |
(ii) | The Committee may, in its discretion, select Performance Measures that measure the performance of the Company or one or more business units, divisions or subsidiaries of the Company. The Committee may select Performance Measures that are absolute or relative to the performance of one or more comparable companies or an index of comparable companies. |
(d) | Payment, Certification. Unless the Committee determines otherwise, no Performance Bonus will vest with respect to any Participant until the Committee certifies in writing the level at which each applicable Performance Measure has been attained for the Performance Cycle. In determining the level of attainment of each applicable Performance Measure, the Committee may, in its discretion, include or exclude any event listed in Section 4(c) and the cumulative effect of changes in the law, regulations or accounting rules, and may determine to include or exclude, among other items, one or more of the following items: (A) asset impairments or write-downs; (B) litigation expenses, judgments, verdicts and settlements; (C) accruals for reorganization and restructuring programs; (D) the income, gain or loss attributable to the operations of any business acquired by the Company or its Affiliates; (E) the income, gain or loss attributable to one or more business operations or the assets thereof that are the subject of divestiture during the applicable Performance Cycle; (F) the effect of foreign currency fluctuations or changes in exchange rates; (G) expenses incurred in connection with a refinancing of the Companys or its Affiliates debt; and (H) any event or transaction considered to be of an unusual nature or of an infrequent occurrence under GAAP. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-7
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
(e) | Form and Time of Payment. Performance Bonuses shall be paid in cash or Shares, as determined by the Committee. All such Performance Bonuses shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Companys fiscal year) in which such Performance Bonuses are no longer subject to a substantial risk of forfeiture (as determined for purposes of Section 409A of the Code), except to the extent that payment has been deferred under the terms of a duly authorized deferred compensation arrangement that complies with the applicable requirements of Section 409A of the Code, in which case the terms of such arrangement shall govern. |
(f) | Termination/Waiver. Performance Bonuses shall automatically terminate, and no payment or other consideration shall be due the Participant, if the Performance Measures established for the Performance Bonus are not attained or satisfied. |
(iii) | Long Term Performance Awards. The Committee may grant Long Term Performance Awards under the Plan in the form of Performance Units, Restricted Stock Units or Restricted Stock to any Participant who the Committee may from time to time select, in the amounts and pursuant to the terms and conditions that the Committee may determine and set forth in the Award Agreement, subject to the provisions below: |
(a) | Performance Cycles. The Committee shall establish the applicable Performance Cycle for each Long Term Performance Award made under the Plan on or before the award date. |
(b) | Eligible Participants. The Committee shall determine the Participants who will be eligible to receive a Long Term Performance Award for the Performance Cycle. |
(c) | Performance Measures; Targets; Award Criteria. |
(i) | The Committee shall fix and establish in writing (A) the Performance Measures that shall apply to that Performance Cycle; (B) with respect to Performance Units, the Target Amount payable to each Participant per Performance Unit; (C) with respect to each Restricted Stock Unit or Restricted Stock Award, the Target Vesting Percentage for the Shares subject to that Award; and (D) subject to subsection (d) below, the criteria for computing the amount that will be paid or will vest with respect to each level of attained performance. The Committee may also set forth the threshold level of performance that must be attained during the Performance Cycle before any Long Term Performance Award will vest and become payable, and the percentage of each Performance Unit Award that will vest and become payable and the percentage of each performance-based Restricted Stock Unit or Restricted Stock Award that will vest and become payable upon attainment of various levels of performance that equal or exceed the required threshold level. |
(ii) | The Committee may, in its discretion, select Performance Measures that measure the performance of the Company or one or more business units, divisions or subsidiaries of the Company. The Committee may select Performance Measures that are absolute or relative to the performance of one or more comparable companies or an index of comparable companies. |
(d) | Payment, Certification. Unless the Committee determines otherwise, no Long Term Performance Award will vest with respect to any Participant until the Committee certifies in writing the level at which each applicable Performance Measure has been attained for the Performance Cycle. In determining the level of attainment of each such Performance Measure, the Committee may, in its discretion, include or exclude any event listed in Section 4(c) and the cumulative effect of changes in the law, regulations or accounting rules, and may determine to include or exclude, among other items, one or more of the following items: (A) asset impairments or write-downs; (B) litigation expenses, judgments, verdicts and settlements; (C) accruals for reorganization and restructuring programs; (D) the income, gain or loss attributable to the operations of any business acquired by the Company or its Affiliates; (E) the income, gain or loss attributable to one or more business operations or the assets thereof that are the subject of divestiture during the applicable Performance Cycle; (F) the effect of foreign currency fluctuations or changes in exchange rates; (G) expenses incurred in connection with a refinancing of the Companys or its Affiliates debt; and (H) any event or transaction considered to be of an unusual nature or of an infrequent occurrence under GAAP. |
(e) | Form and Time of Payment. Long Term Performance Awards in the form of Performance Units may be paid in cash or full Shares, in the discretion of the Committee, and as set |
A-8 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
forth in the Award Agreement. Performance-based Restricted Stock Units and Restricted Stock will be paid in full Shares; provided, however, that the Committee shall retain the discretion to cause any Performance-based Restricted Stock Units to be settled in cash rather than Shares. Payment with respect to any fractional Share will be in cash in an amount based on the Fair Market Value of the Share as of the date the Performance Unit becomes payable. All such Long Term Performance Awards shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Companys fiscal year) in which such Long Term Performance Awards are no longer subject to a substantial risk of forfeiture (as determined for purposes of Code Section 409A), except to the extent that payment is deferred under the terms of a duly authorized deferred compensation arrangement that complies with the applicable requirements of Code Section 409A, in which case the terms of such arrangement shall govern. |
(f) | Termination/Waiver. Long Term Performance Awards shall automatically terminate, and no payment or other consideration shall be due the Participant, if the Performance Measures established for the Long Term Performance Awards are not attained or satisfied. |
(e) | Stock Appreciation Rights. The Committee is authorized to grant two types of Stock Appreciation Rights under the Plan: (i) tandem stock appreciation rights (Tandem Rights) and (ii) stand-alone stock appreciation rights (Stand-alone Rights). |
(i) | Tandem Rights. One or more Optionees may be granted a Tandem Right, exercisable upon such terms and conditions as the Committee may establish, to elect between the exercise of the underlying Option for Shares or the surrender of that Option in exchange for a distribution from the Company in an amount equal to the excess of (i) the Fair Market Value (on the Option surrender date) of the number of Shares in which the Participant is at the time vested under the surrendered Option (or surrendered portion thereof) over (ii) the aggregate exercise price payable for such vested Shares. No such Option surrender shall be effective unless it is approved by the Committee, either at the time of the actual Option surrender or at any earlier time. If the surrender is so approved, then the distribution to which the Participant shall accordingly become entitled shall be made in Shares valued at Fair Market Value on the Option surrender date or in cash or in a combination of the two, as determined by the Committee. |
(ii) | Stand-Alone Rights. One or more individuals eligible to participate in the Plan may be granted a Stand-alone Right not tied to any underlying Option. The Stand-alone Right shall relate to a specified number of Shares and shall be exercisable upon such terms and conditions as the Committee may establish. In no event, however, may the Stand-alone Right have a maximum term in excess of ten (10) years measured from the grant date. Upon exercise of the Stand-alone Right, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (i) the aggregate Fair Market Value (on the exercise date) of the Shares underlying the exercised right over (ii) the aggregate base price in effect for those Shares. The number of Shares underlying each Stand-alone Right and the base price in effect for those Shares shall be determined by the Committee in its sole discretion at the time the Stand-alone Right is granted. In no event, however, may the base price per share be less than the Fair Market Value per underlying Share on the grant date, except in the case of Substitute Awards. The distribution with respect to an exercised Stand-alone Right may be made in Shares valued at Fair Market Value on the exercise date, in cash or in a combination of the two, as determined by the Committee. The Committee shall have the authority to provide, in the applicable Award Agreement, for the automatic exercise of a vested Stand-alone Right with a base price per Share that is less than the Fair Market Value of a Share on the last day of the term. |
(f) | General. |
(i) | Minimum Vesting Requirements. Notwithstanding any other provision of the Plan to the contrary, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted (excluding, for this purpose, any (A) Substitute Awards, (B) shares delivered in lieu of fully vested cash Awards and (C) Awards to non-employee directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of shareholders (but not less than 50 weeks); provided, that, the Committee may grant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 4(a) (subject to adjustment under |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-9
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
Section 4(c)); and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the Committees discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Permanent Disability or a Change in Control (in accordance with Section 8(a)), in the terms of the Award or otherwise. |
(ii) | No Cash Consideration for Awards. Participants shall not be required to make any cash payment for the granting of an Award except for such minimum consideration as may be required by applicable law. |
(iii) | Awards May Be Granted Separately or Together. Awards may be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award or benefit granted under any other plan or arrangement of the Company or any Affiliate. |
(iv) | Prohibition on Repricing. The Committee shall not (i) implement any cancellation/regrant program pursuant to which outstanding Options or Stock Appreciation Rights under the Plan are cancelled and new Options or Stock Appreciation Rights are granted in replacement with a lower exercise or base price per Share, (ii) cancel outstanding Options or Stock Appreciation Rights under the Plan with exercise or base prices per share in excess of the then current Fair Market Value per Share for consideration payable in cash, equity securities of the Company or in the form of any other Award under the Plan, except in connection with a Change in Control transaction, or pursuant to an equitable adjustment under Section 4(c), or (iii) otherwise reduce the exercise price or base price in effect for outstanding Options or Stock Appreciation Rights under the Plan (except in connection with an equitable adjustment under Section 4(c)), without in each such instance obtaining the approval of the Companys shareholders. |
(v) | Forms of Payment Under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards, or other property or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. |
(vi) | Dividends or Dividend Equivalents. If specified in the Award Agreement, the recipient of an Award (other than Options or Stock Appreciation Rights) may be entitled to receive dividends or Dividend Equivalents with respect to the Shares or other securities covered by an Award. The terms and conditions of a Dividend Equivalent right may be set forth in the Award Agreement. Dividends or Dividend Equivalents credited to a Participant may be reinvested in additional Shares or other securities of the Company at a price per unit equal to the Fair Market Value of a Share on the date that such dividend was paid to shareholders, as determined in the sole discretion of the Committee. Notwithstanding any provision herein to the contrary, in no event will a dividend or Dividend Equivalent become payable with respect to an Award that becomes vested (i) based on the satisfaction of performance criteria before the date, and only to the extent, that such performance criteria are satisfied, or (ii) based on continued service with the Company before the applicable vesting date. |
(vii) | Limits on Transfer of Awards. No Award (other than Released Securities) or right thereunder shall be assignable or transferable by a Participant, other than (unless limited in the Award Agreement) by will or the laws of descent and distribution (or, in the case of an Award of Restricted Securities, to the Company), except that a Non-Qualified Option or Stock Appreciation Right may be transferred by gift to any member of the holders immediate family or to a trust for the benefit of one or more of such immediate family members, if permitted in the applicable Award Agreement; provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries with respect to any Award to exercise the rights of the Participant, and to receive any property distributable, upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participants lifetime, only by the Participant or, if permissible under applicable law by the Participants guardian or legal representative unless it has been transferred in a permitted transfer under the Plan or Award Agreement to a member of the holders immediate family or to a trust for the benefit of one or more of such immediate family members, in which case it shall be exercisable only by such transferee. For the purposes of this provision, a holders immediate family shall mean the holders spouse or former spouse and any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such holder. No Award (other than Released Securities), and no right under |
A-10 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
any such Award, may be pledged, attached or otherwise encumbered other than in favor of the Company, and any purported pledge, attachment, or encumbrance thereof other than in favor of the Company shall be void and unenforceable against the Company or any Affiliate. |
(viii) | Term of Awards. Except as otherwise expressly provided in the Plan, the term of each Award shall be for such period as may be determined by the Committee. |
(ix) | No Rights to Awards. No Employee, Participant or other Person shall have any claim to be granted an Award, and there is no obligation for uniformity of treatment of Employees, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have any right to acquire any Shares, cash or other property subject to such Award, until and unless such recipient shall have executed an agreement or other instrument accepting the Award and delivered a fully executed copy thereof to the Company, and otherwise complied with the then applicable terms and conditions. |
(x) | Withholding. The Company or any Affiliate may withhold from any Award granted or any payment due or any distribution or transfer of any Shares made under any Award or under the Plan the amount (in cash, Shares, other securities, other Awards, or other property) sufficient to satisfy Federal, state, local, foreign or other taxes (including the Participants FICA or other applicable social tax obligation) required by law to be withheld as a result of any taxable event arising under this Plan, and take such other action as may be necessary in the opinion of the Company or Affiliate to satisfy all obligations for the payment of such taxes. In addition, the Committee may provide one or more Participants with the right to direct the Company to withhold, from the Shares otherwise issuable upon the exercise of an Option or Stock Appreciation Right or upon the issuance of fully-vested Shares (whether pursuant to Restricted Stock, Restricted Stock Units, or Performance Awards or otherwise), a portion of those Shares with an aggregate Fair Market Value equal to the percentage of the applicable withholding taxes (not to exceed one hundred percent (100%)) designated by the Participant; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Companys required tax withholding obligations using not more than the applicable maximum statutory withholding rates (or such other rates as required to avoid adverse accounting treatment as determined by the Committee). |
(xi) | Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. |
(xii) | No Right to Employment or Continued Service. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Affiliate. Nothing in the Plan or any Award Agreement shall limit the right of the Company or an Affiliate at any time to dismiss a Participant from employment or service, free from any liability or any claim under the Plan or the Award Agreement. |
(xiii) | Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the Commonwealth of Pennsylvania and applicable Federal law. |
(xiv) | Severability. If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect. |
(xv) | No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate. |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-11
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
(xvi) | No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. |
(xvii) | Share Certificates. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any Stock Exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of book-entry. |
(xviii) | Conflict with Plan. In the event of any inconsistency or conflict between the terms of the Plan and an Award Agreement, the terms of the Plan shall govern. |
(xix) | Disclaimer. Although it is the intent of the Company that this Plan and Awards hereunder, to the extent the Committee deems appropriate and to the extent applicable, comply with Rule 16b-3 and Sections 409A and 422 of the Code: (a) the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under any provision of the federal, state, local or non-United States law; and (b) in no event shall any member of the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Award to satisfy the requirements of Rule 16b-3 or Sections 409A or 422 of the Code or for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan. |
(xx) | Clawback; Recoupment. Any Award granted under the Plan, and the right to receive and retain any Shares or cash payments covered by such Award, shall be subject to rescission, cancellation or recoupment, in whole or part, if and to the extent so provided under any clawback, recoupment or similar policy of the Company in effect on the date of the Award or that may be established thereafter, including any modification or amendment thereto, or as required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable law, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to Awards and recovery of amounts relating thereto. By accepting Awards under the Plan, Participants agree and acknowledge that they are obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any Award or amounts paid under the Plan subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover or recoup any Award or amounts paid under the Plan from a Participants accounts, or pending or future compensation or Awards. |
(xxi) | Awards in Foreign Countries. The Committee has the authority to grant Awards to Participants who are foreign nationals or employed outside the United States on any different terms and conditions than those specified in the Plan that the Committee, in its discretion, believes to be necessary or desirable to accommodate differences in applicable law, tax policy, or custom, while furthering the purposes of the Plan. The Committee may also approve any sub-plans to the Plan as it believes to be necessary or appropriate for these purposes without altering the terms of the Plan in effect for other Participants; provided, however, that the Committee may not approve any sub-plan inconsistent with the terms or share limits in the Plan or which would otherwise cause the Plan to cease to satisfy any conditions under Rule 16b-3 under the 1934 Act. |
Section 7. Amendment and Termination
(a) | Amendments to the Plan. The Board (or any authorized committee thereof) may amend or modify the Plan at any time. However, no such amendment or modification shall materially adversely affect the rights and obligations with respect to any Award at the time outstanding under the Plan unless the Participant consents to such amendment or modification. In addition, amendments to the Plan will be subject to shareholder approval to the extent required under applicable law or regulation or pursuant to the listing standards of the Stock Exchange on which the Companys common stock is at the time primarily traded. Finally, the Board shall not have the authority to amend Section 6(f)(iv) without obtaining the approval of the Companys shareholders. |
A-12 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
(b) | Amendments to Awards. Except as provided in Section 6 or 8, the Committee may waive any conditions or rights with respect to, or amend, alter, suspend, discontinue, or terminate, any unexercised Award theretofore granted, prospectively or retroactively, provided that the Participants consent shall be required with respect to any suspension, discontinuation or termination of an Award or any amendment or alteration, that would materially impair the rights of such Participant. |
(c) | Adjustments of Awards Upon Certain Acquisitions. In the event the Company or any Affiliate shall assume outstanding employee awards or the right or obligation to make future such awards in connection with the acquisition of another business or another company, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate. |
(d) | Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(c) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits to be made available under the Plan. |
(e) | Termination of the Plan. The Board may terminate the Plan at any time; provided, however, that all Awards outstanding at that time shall continue to have force and effect in accordance with the provisions of the Award Agreement evidencing those Awards. |
Section 8. Change in Control
(a) | Unless otherwise provided for in an Award Agreement and to the extent not inconsistent with Section 9 hereof, upon a Change in Control (as defined in Section 8(b) below) the Committee may, prior to the Change in Control provide as follows: |
(i) | If and to the extent that outstanding Awards under the Plan (1) are assumed by the successor corporation (or an affiliate of the successor) or continued or (2) replaced with equity awards that preserve the existing value of the awards at the time of the Change in Control and provide for substitute payout in accordance with a vesting schedule and Performance Measures, as applicable, that are the same or more favorable to the Participant than the vesting schedule and Performance Measures applicable to the awards, then all such Awards or such substitutes for such Awards shall remain outstanding and be governed by their respective terms and the provisions of the Plan. |
(ii) | If and to the extent that outstanding Awards under the Plan are not assumed, continued or replaced in accordance with Section 8(a)(i) above, then upon the Change in Control the Committee may provide for any of the following treatment for such Awards: (1) outstanding Options and Stock Appreciation Rights shall immediately vest and become exercisable; and/or (2) the restrictions and other conditions applicable to outstanding Restricted Shares and Restricted Share Units, including vesting requirements shall immediately lapse; provided, however, that any Awards as to which vesting depends upon the satisfaction of one or more Performance Measures shall immediately vest and become payable based upon the level of attainment of the Performance Measures as of the Change in Control date and pro-ration based on the time elapsed in the applicable performance period as of the Change in Control date. Such Awards shall be settled in cash, Shares or a combination thereof, as determined by the Committee, within thirty (30) days following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule in order to comply with Section 409A of the Code). |
(iii) | If and to the extent that outstanding Awards under the Plan are not assumed, continued or replaced in accordance with Section 8(a)(i) above, then in connection with the applicable treatment set forth Section 8(a)(ii) above, the Committee may, in its sole discretion, upon advance notice to the affected Participants, provide for cancellation of such outstanding Awards and the alternative payment of the amount owed to the Participant, if any, under Section 8(a)(ii) at the time of the Change of Control and pay to the holders thereof, in cash, stock or other property (including the property, if any, payable in such a transaction) (or any combination thereof) an amount equal to the excess of the fair market value of the Shares payable under the Award, based on the price per Share received or to be received by other shareholders of the Company in such a transaction or such other value as determined by the Board (the Transaction Fair Market Value), over the exercise price of the Award, or make provision for a cash payment or payment of other property (including the property, if any, |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-13
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
payable in such transaction) to the holder of any other outstanding Award in settlement of such Award; provided that, in the case of an Option or Stock Appreciation Right with an exercise price that equals or exceeds the Transaction Fair Market Value, the Board may cancel such Options or Stock Appreciation Right without payment or consideration therefor. |
Any such action taken shall be performed in accordance with the applicable provisions of the Code so as not to affect the tax status of (A) any Award intended to qualify as an Incentive Stock Option under Section 422 of the Code, unless the Committee determines otherwise, or (B) any Award intended to comply with, or qualify for an exception to, Section 409A of the Code. Any such action taken by the Committee will be final, conclusive and binding for all purposes of this Plan.
(b) | Except as otherwise provided in the applicable Award Agreement, a Change in Control shall have occurred in the event that: |
(i) | a person, partnership, joint venture, corporation or other entity, or two or more of any of the foregoing acting as a person within the meaning of Sections 13(d)(3) of the 1934 Act, other than the Company, a majority-owned subsidiary of the Company or an employee benefit plan of the Company or such subsidiary (or such plans related trust), become(s) the beneficial owner (as defined in Rule 13d-3 under the Act) of 50% or more of the then outstanding voting stock of the Company; |
(ii) | during any period of two consecutive years, individuals who at the beginning of such period constitute the Board (together with any new Board member whose election by the Companys Board or whose nomination for election by the Companys shareholders, was approved by a vote of at least two-thirds of the Board members then still in office who either were Board members at the beginning of such period or whose election or nomination for election was previously so approved, but excluding any Board member whose election was approved (A) in connection with an actual or threatened proxy contest or threatened solicitation of proxies or (B) through the use of any proxy access procedures set forth in the Companys organizational documents) cease for any reason to constitute a majority of the Board members then in office; |
(iii) | all or substantially all of the business of the Company is disposed of pursuant to a merger, consolidation or other transaction in which the Company is not the surviving corporation or the Company combines with another company and is the surviving corporation (unless the Companys shareholders immediately following such merger, consolidation, combination, or other transaction beneficially own, directly or indirectly, and in substantially the same proportion as owned immediately prior to the transaction, more than 50% of the aggregate voting stock or other ownership interests of (x) the entity or entities, if any, that succeed to the business of the Company or (y) the combined company); |
(iv) | the closing of a shareholder-approved sale of all or substantially all of the assets of the Company; |
(v) | the consummation of a liquidation or dissolution of the Company; or |
(vi) | the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Act) of securities possessing more than 20% of the total combined voting power of the Companys outstanding securities pursuant to a tender or exchange offer made directly to the Companys shareholders which the Board does not recommend such shareholders to accept. |
Notwithstanding anything to the contrary, any definition of Change in Control in an Award Agreement may not provide that a Change in Control will occur before the consummation or effectiveness of a change in control (e.g., upon the announcement, commencement, shareholder approval or other potential occurrence of any event or transaction that, if completed, would result in a change in control).
Section 9. Section 409A
Notwithstanding any provision of the Plan or an Award Agreement to the contrary, if any Award provided under this Plan is subject to the provisions of Section 409A of the Code, the provisions of the Plan and any applicable Award Agreement shall be administered, interpreted and construed in a manner necessary in order to comply with Section 409A of the Code or an exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted or construed), and the following provisions shall apply, as applicable and as required by Section 409A:
(a) | If a Participant is a Specified Employee (as determined in accordance with Section 409A of the Code and the procedures established by the Company) for purposes of Section 409A of the Code and a payment subject to Section 409A of the Code (and not excepted therefrom) to the Participant is due |
A-14 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
APPENDIX A PROPOSED 2020 LONG TERM INCENTIVE PLAN
upon a termination of employment with the Company that constitutes a separation from service (within the meaning of Section 409A of the Code), such payment shall be delayed for a period of six months after the date of the Participants Separation from Service. Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period unless another compliant date is specified in the applicable Award Agreement. |
(b) | For purposes of Section 409A of the Code, and to the extent applicable to any Award under the Plan, it is intended that distribution events qualify as permissible distribution events for purposes of Section 409A of the Code and shall be interpreted and construed accordingly. Whether a Participant has had a Separation from Service shall be determined by the Committee based on all of the facts and circumstances and, to the extent applicable to any Award, in accordance with the guidance issued under Section 409A of the Code. For this purpose, a Participant shall be presumed to have experienced a Separation from Service when the Participant and the Company reasonably anticipate that that no further service will be performed after a specified date or that the level of bona fide services performed after such date will permanently decrease to a level less than twenty percent of the average level of bona fide services performed during the immediately preceding thirty-six month period or such other applicable period as provided by Section 409A of the Code. |
(c) | The grant of Stock Options, Stock Appreciation Rights and other stock rights subject to Section 409A of the Code shall be granted under terms and conditions consistent with Treasury Regulation Section 1.409A-1(b)(5) such that any such Award does not constitute a deferral of compensation under Section 409A of the Code. |
Section 10. Effective Date of the Plan
The Plan becomes effective upon approval by the Companys shareholders at the 2020 Annual Meeting (the Effective Date).
Section 11. Term of the Plan
The Plan shall terminate at the earliest of (a) such time as no Shares remain available for issuance under the Plan, (b) termination of this Plan by the Board, or (c) the tenth anniversary of the Effective Date. Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated, or have expired.
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-15
ANNEX A Unaudited Reconciliations of Non-GAAP Financial Measures
This proxy statement contains the following non-GAAP financial measures: adjusted earnings (loss) before interest, income taxes, depreciation and amortization (EBITDA), adjusted EBITDA margin and adjusted earnings per share (EPS).
We believe that adjusted EBITDA, adjusted EBITDA margin and adjusted EPS provide information useful to investors in understanding the underlying operational performance of our company, its business and performance trends, and facilitates comparisons between periods and with other corporations in similar industries. The exclusion of certain items permits evaluation and a comparison of results for ongoing business operations, and it is on this basis that our management internally assesses the companys performance. In addition, the board of directors and executive management team use adjusted EBITDA as performance measures under the companys annual incentive plan.
Although we believe that these non-GAAP financial measures enhance investors understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP basis financial measures and should be read in conjunction with the relevant GAAP financial measure. Other companies in a similar industry may define or calculate these measures differently than our company, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP.
UNAUDITED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
(In millions, except Adjusted EBITDA Margin)
Year ended December 31, | ||||||||
2019 | 2018 | |||||||
Net income |
$ | 67.4 | $ | 29.2 | ||||
Interest expense |
62.6 | 56.3 | ||||||
Depreciation and amortization |
58.5 | 54.8 | ||||||
Income taxes |
1.4 | 26.0 | ||||||
Income (loss) from discontinued operations |
0.0 | (0.4 | ) | |||||
EBITDA with noncontrolling interests |
189.9 | 165.9 | ||||||
Unusual items impacting net income |
||||||||
Impairment, restructuring and plant closure costs |
20.4 | 23.5 | ||||||
Non-cash LIFO expense |
4.5 | 12.6 | ||||||
Mark-to-market commodity hedging loss (gain) |
(4.0 | ) | 6.9 | |||||
UIP inventory purchase accounting adjustment |
0.0 | 6.0 | ||||||
Acquisition closing costs |
0.0 | 3.1 | ||||||
Contract buyout |
0.0 | 1.6 | ||||||
Sale of land |
0.0 | 1.1 | ||||||
Sale of specialty chemicals business |
0.0 | 0.9 | ||||||
Total adjustments |
20.9 | 55.7 | ||||||
Adjusted EBITDA with noncontrolling interests |
210.8 | $ | 221.6 | |||||
Less: Adjustment for performance measurement |
(1.5 | ) | | |||||
Adjusted EBITDA for performance measurement |
$ | 209.3 | $ | 221.6 | ||||
Net sales |
$ | 1,772.8 | $ | 1,710.2 | ||||
Adjusted EBITDA margin |
11.9 | % | 13.0 | % |
A-16 KOPPERS HOLDINGS INC. - 2020 Proxy Statement
ANNEX A UNAUDITED RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
UNAUDITED RECONCILIATION OF NET INCOME ATTRIBUTABLE TO KOPPERS AND ADJUSTED NET INCOME
(In millions)
Year ended December 31, | ||||||||
2019 | 2018 | |||||||
Net income attributable to Koppers |
$ | 66.6 | $ | 23.4 | ||||
Unusual items impacting pre-tax income |
||||||||
Impairment, restructuring and plant closure costs |
25.3 | 27.1 | ||||||
Non-cash LIFO expense |
4.5 | 12.6 | ||||||
Mark-to-market commodity hedging loss (gain) |
(4.0 | ) | 6.9 | |||||
UIP inventory purchase accounting adjustment |
0.0 | 6.0 | ||||||
Acquisition closing costs |
0.0 | 3.1 | ||||||
Contract buyout |
0.0 | 1.6 | ||||||
Sale of land |
0.0 | 1.1 | ||||||
Sale of specialty chemicals business |
0.0 | 1.0 | ||||||
Total adjustments |
25.8 | 59.4 | ||||||
Adjustments to income tax and noncontrolling interests |
||||||||
Income tax on adjustments to pre-tax income |
(22.7 | ) | (13.0 | ) | ||||
Income tax - U.S. Tax Reform |
0.0 | 5.3 | ||||||
Effect on adjusted net income |
3.1 | 51.7 | ||||||
Adjusted net income including discontinued operations |
69.7 | 75.1 | ||||||
Income (loss) from discontinued operations |
0.1 | (0.4 | ) | |||||
Adjusted net income |
$ | 69.8 | $ | 74.7 |
UNAUDITED RECONCILIATION OF DILUTED EARNINGS PER SHARE AND ADJUSTED EARNINGS PER SHARE
(In millions except share and per share amounts)
Year ended December 31, | ||||||||
2019 | 2018 | |||||||
Net income attributable to Koppers |
$ | 66.6 | $ | 23.4 | ||||
Adjusted net income (from above) |
$ | 69.8 | $ | 74.7 | ||||
Denominator for diluted earnings per share (in thousands) |
21,068 | 21,326 | ||||||
Earnings per share: |
||||||||
Diluted earnings per share |
$ | 3.16 | $ | 1.10 | ||||
Adjusted earnings per share |
$ | 3.31 | $ | 3.50 |
KOPPERS HOLDINGS INC. - 2020 Proxy Statement A-17
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
|
☒ | |||||||
Annual Meeting Proxy Card
|
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposals THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL LISTED NOMINEES AND FOR PROPOSALS 2, 3 AND 4. |
1. | PROPOSAL FOR ELECTION OF DIRECTORS Nominees: |
+ | ||||||||||||||||||||||||
For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||
01 - Leroy M. Ball | ☐ | ☐ | ☐ | 02 - Xudong Feng | ☐ | ☐ | ☐ | 03 - Traci L. Jensen | ☐ | ☐ | ☐ | |||||||||||||||
04 - David L. Motley | ☐ | ☐ | ☐ | 05 - Albert J. Neupaver | ☐ | ☐ | ☐ | 06 - Louis L. Testoni | ☐ | ☐ | ☐ | |||||||||||||||
07 - Stephen R. Tritch | ☐ | ☐ | ☐ | 08 - Sonja M. Wilkerson | ☐ | ☐ | ☐ |
For | Against | Abstain | For | Against | Abstain | |||||||||||||||||
2. | PROPOSAL TO APPROVE 2020 LONG TERM INCENTIVE PLAN | ☐ | ☐ | ☐ | 3. | ADVISORY RESOLUTION TO APPROVE EXECUTION COMPENSATION | ☐ | ☐ | ☐ | |||||||||||||
4. | PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020 | ☐ | ☐ | ☐ |
B | Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below |
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||||||
/ / |
1 P C F | + |
036XBG
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 6, 2020.
The Proxy Statement and the 2019 Annual Report to Shareholders are available at: www.proxydocs.com/KOP
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy Koppers Holdings Inc. | + |
ANNUAL MEETING OF SHAREHOLDERS MAY 6, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder hereby appoints Michael J. Zugay and Stephanie L. Apostolou or either of them, as proxies, each with the power to act without the other and power of substitution, and herby authorizes them to represent and to vote, as designated on the reverse, and in their discretion on any other business which may properly come before the Annual Meeting of Shareholders (the Annual Meeting), all the shares of stock of Koppers Holdings Inc. held of record by the undersigned on March 16, 2020, at the Annual Meeting to be held on May 6, 2020, or any adjournments thereof. If this proxy card is executed and no direction is given, such shares will be voted for all listed nominees and in accordance with the recommendation of the Board of Directors on the other matters referred to on the reverse side and in the discretion of Michael J. Zugay and Stephanie L. Apostolou on such other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL LISTED NOMINEES AND FOR PROPOSALS 2, 3 AND 4.
YOU MAY RECEIVE MORE THAN ONE PROXY CARD FOR SHARES OF COMMON STOCK THAT YOU OWN DEPENDING ON HOW YOU OWN YOUR SHARES. PLEASE COMPLETE, SIGN AND RETURN EACH PROXY CARD THAT YOU RECEIVE AS EACH CARD REPRESENTS SEPARATE SHARES OF COMMON STOCK HELD BY YOU.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on the reverse side)
C | Non-Voting Items |
Change of Address Please print new address below. | Comments Please print your comments below. | Meeting Attendance | ||||||
Mark box to the right if you plan to attend the Annual Meeting. | ☐ |
+ |