Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
11, 2008, the Compensation Committee of the Board of Directors of SL Industries,
Inc. (the "Company") took the following actions:
(i) The
Compensation Committee approved bonus payments to two of the Company's executive
officers pursuant to the Company's 2007 Short Term Incentive Plan (the "2007
STIP") and the Company’s 2005 Long Term Incentive Plan (the “2005
LTIP”). James C. Taylor, the Company's Chief Executive Officer and
President, was awarded a cash bonus of $323,192 and David R. Nuzzo, the
Company's Vice President, Chief Financial Officer and Secretary was awarded a
cash bonus of $139,155. Each such bonus was issued pursuant to the
terms of, and reflects each executives' satisfaction of their respective targets
under, both the 2007 STIP and 2005 LTIP.
(ii) The
Compensation Committee approved an increase in the annual base salary of Mr.
Taylor to $375,000 per year and an increase in the annual base salary of Mr.
Nuzzo to $235,000 per year, in each case, effective as of January 1,
2008.
(iii) The Compensation Committee
adopted the 2008 Bonus Plan (the "2008 Plan") to provide incentives
to officers and members of management of the Company and its subsidiaries,
including certain of the Company's executive officers, in the form of cash bonus
payments for achieving certain performance goals established for
them. Participants in the 2008 Plan who are named executive officers
of the Company include James C. Taylor, President and Chief Executive Officer of
the Company and David R. Nuzzo, Vice President and Chief Financial Officer of
the Company.
The
2008 Plan includes two components. The first component is a Short
Term Incentive Plan ("STIP"), and the second component is a Long Term Incentive
Plan ("LTIP"). The structure of the 2008 Plan is designed to provide short-term
incentives to participants for achieving annual targets, while also motivating
and rewarding eligible participants for achieving longer term growth
goals. The 2008 Plan provides as follows:
Short Term Incentive
Plan. The Compensation Committee has established two components for the
STIP, a return on invested capital ("ROIC") based component and a component
based on the achievement of pre-determined individual
objectives. Based on the determination of the objectives under the
two components for each the Company’s divisions and its corporate office, the
maximum percentage of base salary that may be earned by the participants’ ranges
from 20% to 45%. STIP bonuses earned will be paid annually. No STIP bonus will
be paid if the ROIC component is below a predetermined threshold or if the
pre-determined individual objectives are not met.
Long Term Incentive
Plan. The LTIP component of the 2008 Plan is based on a combination of
the achievement of certain sales targets and ROIC targets by each of the
Company’s divisions and its corporate office over the three fiscal years
beginning in 2008. Based on the determination of these objectives,
the maximum percentage of base salary that may be earned by the participants’
ranges from 10% to 55%. LTIP bonuses earned will be paid following
the conclusion of the 2010 fiscal year. A bonus payout under the LTIP will not
occur if either the ROIC or sales component is below 80% of the respective
target.
Under
the 2008 Plan, Mr. Taylor, the President and Chief Executive Officer of the
Company, may earn a maximum bonus of 100% of base salary, and Mr. Nuzzo, the
Vice President and Chief Financial Officer of the Company, may earn a maximum
bonus of 75% of base salary.
(iv) The
Compensation Committee approved the payment of a bonus in the amount of $500,000
to Steel Partners, Ltd. (“SPL”), a company controlled by Warren Lichtenstein,
the Chairman of the Board. The bonus payment is in addition to fees
paid by the Company for services provided by SPL pursuant to the Management
Agreement dated as of January 23, 2002 by and between the Company and SPL (the
“Management Agreement”). This bonus payment was made in recognition
of SPL’s very significant contributions to the Company’s success, including
providing advisory and investment banking services, the improvement in operating
performance, the reduction of indebtedness and working capital as well as the
improvement in the Company’s stock price, among other things.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SL Industries,
Inc.
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(Registrant)
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Date:
March 14, 2008
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By:
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Name:
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David
R. Nuzzo
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Title:
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Vice
President and Chief Financial
Officer
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