Summary Sheet of Executive Cash Compensation
Exhibit 10.2
SUMMARY SHEET OF EXECUTIVE CASH COMPENSATION
This Summary Sheet is being updated to reflect the adoption by the Company’s Compensation Committee (the “Committee”), on March 21, 2018, of the 2018 Award Formula under the Key Officers Incentive Plan (“KOIP”), as described below.
As previously reported, 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 Committee on November 6, 2017.
| 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 - Operations (through 12/31/2017)2 | $ | 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. He will not receive a salary in 2018. |
Except as noted below, the named executive officers are eligible to receive an annual cash incentive under the Company’s 2014 KOIP (filed March 25, 2014 as Appendix A to the Company’s Proxy Statement) in accordance with the 2018 KOIP Award Formula (adopted March 21, 2018 and filed March 26, 2018 as Exhibit 10.1 to the Company’s Form 8-K). Each executive’s cash award is calculated by multiplying his annual base salary at the end of the KOIP plan year by a percentage set by the Committee (the “Target Percentage”), then applying the award formula adopted by the Committee for that year. Corporate Participants and Profit Center Participants have separate award calculations based on factors defined in the 2018 KOIP Award Formula. These factors include 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). As previously reported, the Target Percentages in 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 - Operations (through 12/31/2017)2 | 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. |
| 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. As previously reported, on November 6, 2017, the Committee adopted Individual Performance Goals (“IPGs”) for our named executive officers. The 2017 and 2018 KOIP Award Formulas 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 projects, 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 (through 12/31/2017) | 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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