Summary Sheet of Executive Cash Compensation

EX-10.10 3 legex1010summarysheetofexe.htm EXHIBIT 10.10 SUMMARY SHEET OF EXECUTIVE CASH COMPENSATION Exhibit


Exhibit 10.10
SUMMARY SHEET OF EXECUTIVE CASH COMPENSATION
The following table sets forth annual base salaries provided to the Company’s principal executive officer, principal financial officer and other named executive officers in 2017 and as adopted for 2018 by the Company’s Compensation Committee (the “Committee”) on November 6, 2017. This Summary Sheet is being updated to add Scott S. Douglas, the Company’s SVP, General Counsel & Secretary, who is expected to be included as a named executive officer in the Company’s definitive proxy statement for the 2018 Annual Meeting of Shareholders.
 
Named Executive Officers
  
2017 Base
Salary
 
  
2018 Base
Salary
 
Karl G. Glassman, President and CEO
  
$
1,175,000
 
  
$
1,225,000
 
Matthew C. Flanigan, EVP and CFO
  
$
550,000
 
  
$
572,000
 
Perry E. Davis, EVP, President - Residential Products & Industrial Products
  
$
500,000
 
  
$
512,000
 
J. Mitchell Dolloff, EVP, President - Specialized Products & Furniture Products
  
$
500,000
 
  
$
512,000
 
Scott S. Douglas, SVP - General Counsel & Secretary1
 
$
330,000
 
 
$
380,000
 
Jack D. Crusa, SVP - Operations2
  
$
152,000
 
  
 
N/A
 
 
 

1 Mr. Douglas’ base salaries are included in this disclosure because he is expected to be included as a named executive officer in the Company’s definitive proxy statement for the 2018 Annual Shareholders Meeting.

2 Mr. Crusa retired as of December 31, 2017. As part of Mr. Crusa’s retirement transition, he continued to receive an annual base salary of $380,000 until April 2, 2017 when such rate was reduced to $190,000. His salary rate was further reduced to $152,000 on July 9, 2017.

 
Except as noted below, the named executive officers are eligible to receive an annual cash incentive under the Company’s 2014 Key Officers Incentive Plan (filed March 25, 2014 as Appendix A to the Company’s Proxy Statement) (the “KOIP”) in accordance with the 2018 KOIP Award Formula. We expect to adopt the 2018 Award Formula under the Company’s KOIP in March 2018. We expect the 2018 KOIP Award Formula to be largely similar to the 2017 KOIP Award Formula, under which an executive officer is eligible to receive a cash award calculated by multiplying his annual base salary at the end of the year by a percentage set by the Compensation Committee (the “Target Percentage”), then applying the award formula. Corporate Participants and Profit Center Participants are expected to have separate award calculations based on factors defined in the 2018 KOIP Award Formula. For 2018, those factors are expected to be based on the achievement of Return on Capital Employed (60% relative weight), Cash Flow (for Glassman, Flanigan and Douglas) and Free Cash Flow (for Davis and Dolloff) each at 20% relative weight, and Individual Performance Goals established outside the KOIP (20% relative weight). The Target Percentages for 2017, and as adopted for 2018 by the Committee on November 6, 2017, for the principal executive officer, principal financial officer, and other named executive officers are shown in the following table.
 
Named Executive Officers
  
2017 KOIP
Target
Percentage
 
 
2018 KOIP
Target
Percentage
 
Karl G. Glassman, President and CEO
  
 
120
%  
 
 
120
%  
Matthew C. Flanigan, EVP and CFO
  
 
80
 
 
80
Perry E. Davis, EVP, President - Residential Products & Industrial Products
  
 
80
 
 
80
J. Mitchell Dolloff, EVP, President - Specialized Products & Furniture Products
  
 
80
 
 
80
Scott S. Douglas, SVP - General Counsel & Secretary1
 
 
50
 
 
50
Jack D. Crusa, SVP - Operations2
  
 
N/A
 
 
 
N/A
 
 
 

1 Mr. Douglas’ Target Percentages are included in this disclosure because he is expected to be included as a named executive officer in the Company’s definitive proxy statement for its 2018 Annual Shareholders Meeting.

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2 Mr. Crusa retired as of December 31, 2017. As determined in January 2017, as part of Mr. Crusa’s retirement transition, he participated, in 2017, in the Company’s Key Management Incentive Compensation Plan (the “KMICP”), which is a cash bonus plan for non-executive officers. The KMICP award formula for Mr. Crusa was adopted on March 22, 2017 and included performance objectives based on Return on Capital Employed (70% relative weight) and Free Cash Flow (30% relative weight). It was calculated by multiplying his weighted average annual base salary for 2017 by his target percentage of 60%, then applying the award formula. For more information about the KMICP as it applied to Mr. Crusa for 2017, refer to the Company’s Form 8-K filed March 27, 2017. Because of his retirement, Mr. Crusa will not participate in the KOIP or the KMICP in 2018.

 
Individual Performance Goals. On November 6, 2017, the Committee adopted Individual Performance Goals (“IPGs”) for our named executive officers. Except as noted below, the 2017 KOIP Award Formula recognized, and the 2018 KOIP Award Formula is expected to recognize, that 20% of each executive’s cash award in 2017 and 2018 respectively, under our KOIP will be based on the achievement of the IPGs. The IPGs for our named executive officers in 2018 are, and for 2017, were:
 
Named Executive Officers
  
2017 IPGs
  
2018 IPGs
Karl G. Glassman
President and CEO
  
Strategic planning and succession planning
  
Implementation of growth strategy and succession planning
 
 
 
Matthew C. Flanigan
EVP and CFO
  
Strategic planning, information technology improvements, succession planning and efficiency initiatives
  
Implementation of growth strategy, succession planning and financial partner initiatives
 
 
 
Perry E. Davis
EVP, President - Residential
Products & Industrial Products
  
Growth initiatives and succession planning
  
Supply chain and growth initiatives and succession planning
 
 
 
J. Mitchell Dolloff
EVP, President - Specialized Products &Furniture Products
  
Strategic planning, succession planning and efficiency initiatives
  
Implementation of growth strategy, succession planning and efficiency initiatives
 
 
 
Scott S. Douglas1
SVP - General Counsel &
Secretary
  
Strategic planning, succession planning and cost initiatives
  
Implementation of growth strategy and succession planning
 
 
 
 
 
Jack D. Crusa2
SVP -Operations
 
None assigned
 
N/A
 
 

1 Mr. Douglas’ IPGs are being disclosed because he is expected to be included as a named executive officer in the Company’s definitive proxy statement for the 2018 Annual Shareholders Meeting.

2 Mr. Crusa retired as of December 31, 2017. As part of Mr. Crusa’s retirement transition, he participated in the KMICP in 2017, which is a cash bonus plan for non-executive officers. As such, he did not receive IPGs for 2017.  Given his December 31, 2017 retirement, Mr. Crusa will not have IPGs in 2018.

 
The achievement of the IPGs is measured by the following schedule.
 
Individual Performance Goals Payout Schedule
(1-5 scale)
Achievement
  
Payout
 
1 - Did not achieve goal
  
 
0
2 - Partially achieved goal
  
 
50
3 - Substantially achieved goal
  
 
75
4 - Fully achieved goal
  
 
100
5 - Significantly exceeded goal
  
 
up to 150


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