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
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Preliminary
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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RBC
BEARINGS INCORPORATED
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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(2)
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Aggregate
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Per
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One
Tribology Center
Oxford,
Connecticut 06478
July 29,
2010
To our
Stockholders:
You are
cordially invited to attend the RBC Bearings Incorporated annual meeting of
stockholders at 9:00 a.m., local time, on September 8, 2010 at The Crowne
Plaza, 1284 Strongtown Road, Southbury, CT 06488. The attached Notice of Annual
Meeting and Proxy Statement describes all known items to be acted upon by
stockholders at the meeting.
It is
important that your shares are represented at the annual meeting, whether or not
you plan to attend. To ensure your shares will be represented, we ask that you
vote your shares using the enclosed proxy form for registered stockholders or
the proxy voting instruction form for stockholders who hold shares through a
broker or other nominee. If you vote by internet or telephone, it is not
necessary for you to return your proxy form or voting instruction form in the
mail. Please vote your shares as soon as possible.
If you
are a registered stockholder and plan to attend the annual meeting, you will be
required to present the detachable bottom portion of the enclosed proxy form to
gain admission. If you hold shares through a broker or other nominee, you will
be required to present a current statement from that institution showing an RBC
Bearings Incorporated stockholding. Please note that the document evidencing
your shareholdings, to be used to gain entry to the meeting, is
non-transferable.
Please
vote your shares promptly and join us at the meeting.
Sincerely,
Michael
J. Hartnett
Chairman
and Chief Executive Officer
2
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
our Stockholders:
The 2010
annual meeting of stockholders of RBC Bearings Incorporated will be held at The
Crowne Plaza, 1284 Strongtown Road, Southbury, CT 06488, on Wednesday,
September 8, 2010, beginning at 9:00 a.m. local time. At the meeting, the
holders of the Company’s outstanding common stock will consider and vote on the
following matters:
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(1)
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the
election of two directors to serve a term of three
years;
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(2)
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the
ratification of the appointment of PricewaterhouseCoopers LLP as our
independent auditors for fiscal year
2011;
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(3)
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the
approval of an amendment to our 2005 Long Term Incentive Plan to provide
for an increase in the number of authorized shares to be issued under our
2005 Long Term Incentive Plan from 2,239,170 to 2,939,170;
and
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(4)
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any
other matter that may properly come before the meeting or any adjournment
or postponement thereof.
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Stockholders
of record at the close of business on July 14, 2010 are entitled to notice
of and to vote at the annual meeting and at any postponements or adjournments
thereof. The directions to the meeting can be found in Appendix A of the
attached proxy statement.
YOUR
VOTE IS IMPORTANT:
Whether or not you expect to be
present at the meeting, please vote your shares by following the instructions on
the enclosed proxy card or voting instruction card. If your shares
are held in the name of a bank, broker or other recordholder, you may be able to
vote by telephone or internet. Their procedures should be described
in the voting form they send you. Any person voting by proxy has the power to
revoke it at any time prior to its exercise at the meeting in accordance with
the procedures described in the accompanying proxy statement.
IF
YOU PLAN TO ATTEND:
Please
note that space limitations make it necessary to limit attendance to
stockholders and one guest. Admission to the meeting will be on a first-come,
first-served basis. Registration will begin at 8:00 a.m., and seating will
begin at 8:30 a.m. Each stockholder may be asked to present
valid picture identification, such as a driver’s license or passport.
Stockholders holding stock in brokerage accounts (“street name” holders) will
also need to bring a copy of a brokerage statement reflecting stock ownership as
of the record date. Cameras (including cellular phones with
photographic capabilities), recording devices and other electronic devices will
not be permitted at the meeting.
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By order of the Board of Directors,
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Michael J. Hartnett
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Chairman and Chief Executive Officer
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July 29,
2010
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ONE
TRIBOLOGY CENTER
OXFORD,
CONNECTICUT 06478
ANNUAL
MEETING OF STOCKHOLDERS
To
Be Held September 8, 2010
PROXY
STATEMENT
The Board
of Directors (the “Board”) of RBC Bearings Incorporated (the “Company”) is
soliciting proxies from its stockholders to be used at the annual meeting of
stockholders to be held on Wednesday, September 8, 2010, beginning at
9:00 a.m., local time, at The Crowne Plaza, 1284 Strongtown Road,
Southbury, CT 06488, and at any postponements or adjournments thereof. This
proxy statement, a proxy card and the Company’s Annual Report on Form 10-K
for the fiscal year ended April 3, 2010 are being mailed, or made available via
the internet as described below, to stockholders on or about July 29,
2010. The fiscal year ended April 3, 2010 is referred to as “fiscal 2010”
in this proxy statement.
This
year, the Company is furnishing proxy materials to shareowners via the internet.
If you received a Notice of Internet Availability of Proxy Materials (“Notice”)
by mail, you will not receive a printed copy of the proxy materials unless you
specifically request one. The Notice instructs you on how to access and review
all of the important information contained in the proxy statement and annual
report as well as how to submit your proxy over the internet. If you
received the Notice and would still like to receive a printed copy of our proxy
materials, you should follow the instructions for requesting these materials
included in the Notice. We plan to mail the Notice to shareowners on or
about July 29, 2010. We will also continue to mail a printed copy of this
proxy statement and form of proxy to certain shareowners and we expect that
mailing to also begin on or about July 29, 2010.
ABOUT
THE ANNUAL MEETING
Why
did I receive these materials?
We are
soliciting proxies for the 2010 annual meeting of stockholders. You are
receiving a proxy statement because you owned shares of our common stock on July
14, 2010 (the “Record Date”), and that entitles you to vote at the meeting. By
use of a proxy, you can vote whether or not you attend the meeting. This proxy
statement describes the matters on which we would like you to vote and provides
information on those matters so that you can make an informed
decision.
What
information is contained in this proxy statement?
The
information in this proxy statement relates to the proposals to be voted on at
the annual meeting, the voting process, our Board and committees thereof, the
compensation of directors and executive officers and other information that the
Securities and Exchange Commission requires us to provide annually to our
stockholders.
How
may I obtain RBC Bearings’ 10-K and other financial information?
A copy of
our 2010 Annual Report, which includes our 2010 Form 10-K, is enclosed and
incorporated by reference herein.
Stockholders
may request another free copy of our 2010 Annual Report, which includes our 2010
Form 10-K, from:
Corporate
Secretary
RBC
Bearings Incorporated
One
Tribology Center
Oxford,
CT 06478
We will
also furnish any exhibit to the 2010 Form 10-K if specifically requested.
Stockholders may also find other filings with the SEC and corporate governance
and other information on the investor relations page of our website
at
http://investor.rbcbearings.com/.
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What
is the purpose of the annual meeting?
At our
annual meeting, stockholders will act upon the matters outlined in the
accompanying Notice of Annual Meeting of Stockholders. In addition, management
will be available to respond to appropriate questions from
stockholders.
Who
is entitled to vote at the meeting?
Only
stockholders of record at the close of business on the Record Date are entitled
to receive notice of and to vote at the annual meeting. If you were a
stockholder of record on the Record Date, you will be entitled to vote all of
the shares that you held on that date at the meeting, or any postponements or
adjournments of the meeting.
How
many votes do I have?
You will
be entitled to one vote for each outstanding share of RBC Bearings Incorporated
common stock you owned as of the Record Date on each matter considered at the
meeting. As of July 14, 2010, there were 21,753,162 shares of the Company’s
common stock outstanding and eligible to vote. There is no cumulative
voting.
Who
can attend the meeting?
Subject
to space availability, all stockholders as of the Record Date, or their duly
appointed proxies, may attend the meeting, and each may be accompanied by one
guest. Since seating is limited, admission to the meeting will be on a
first-come, first-served basis. Registration will begin at 8:00 a.m., and
seating will begin at 8:30 a.m. If you attend,
please note that you may be asked to present valid picture identification, such
as a driver’s license or passport. Cameras (including cell phones with
photographic capabilities), recording devices and other electronic devices will
not be permitted at the meeting.
Please
also note that if you hold your shares in “street name” (that is, through a
broker, bank or other nominee), you will also need to bring a copy of a
brokerage statement reflecting your stock ownership as of the Record Date and
check in at the registration desk at the meeting.
Please
let us know if you plan to attend the meeting by marking the appropriate box on
the enclosed proxy card or, if you vote by telephone or internet, indicating
your plans when prompted.
What
constitutes a quorum?
The
presence at the meeting, in person or by proxy, of the holders of a majority of
the shares of the common stock outstanding on the Record Date will constitute a
quorum, permitting the conduct of business at the meeting. As of July 14, 2010,
21,753,162 shares of common stock, representing the same number of votes, were
outstanding. Thus, the presence of the holders of common stock representing at
least 10,876,582 votes will be required to establish a quorum.
Proxies
received by the Company but marked as abstentions and broker non-votes will be
included in the calculation of the number of votes considered to be present at
the meeting.
How
do I vote?
If you
are a holder of record (that is, your shares are registered in your own name
with our transfer agent), you can vote either in person at the annual meeting or
by proxy without attending the annual meeting. We urge you to vote by proxy even
if you plan to attend the annual meeting so that we will know as soon as
possible that enough votes will be present for us to hold the meeting. If you
attend the meeting in person, you may vote at the meeting and your proxy will
not be counted. You can vote by proxy by completing, dating and signing the
enclosed proxy card and returning it in the enclosed postage-paid
envelope.
If you
hold your shares in “street name,” you must either direct the bank, broker or
other record holder of your shares as to how to vote your shares, or obtain a
proxy from the bank, broker or other record holder to vote at the meeting.
Please refer to the voter instruction cards used by your bank, broker or other
record holder for specific instructions on methods of voting, including by
telephone or using the internet.
Your
shares will be voted as you indicate. If you return the proxy card but you do
not indicate your voting preferences, then the individuals named on the proxy
card will vote your shares in accordance with the recommendations of the Board.
The Board and management do not now intend to present any matters at the annual
meeting other than those outlined in the Notice of the Annual Meeting of
Stockholders. Should any other matter requiring a vote of
stockholders arise, stockholders returning the proxy card confer upon the
individuals named on the proxy card discretionary authority to vote the shares
represented by such proxy on any such other matter in the manner they consider
appropriate.
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If
you do not specify on the enclosed proxy card that is sent to the Company (or
when giving your proxy over the internet or telephone) how you want to vote your
shares, the proxy holders will vote them “FOR” the election of all nominees for
director as set forth under Item 1, “FOR” the ratification of the
appointment of the of independent auditors under Item 2 and “FOR” the
approval of the amendment to our 2005 Long Term Incentive Plan to provide for an
increase in the number of authorized shares under Item 3.
Can
I change my vote after I return my proxy card?
Yes. If
you are a stockholder of record, you may revoke or change your vote at any time
before the proxy is exercised by filing with the Secretary of the Company a
notice of revocation or a duly executed proxy bearing a later date or by
attending the annual meeting and voting in person. For shares you hold
beneficially in “street name,” you may change your vote by submitting new voting
instructions to your broker, bank or other nominee or, if you have obtained a
legal proxy from your broker, bank or other nominee giving you the right to vote
your shares, by attending the meeting and voting in person. In either case, the
powers of the proxy holders will be suspended if you attend the meeting in
person and so request, although attendance at the meeting will not by itself
revoke a previously granted proxy.
Who
counts the votes?
Votes
will be counted by employees of Broadridge Financial Solutions, Inc.
(“Broadridge”) and certified by the Inspectors of Election present at the
meeting. If you are a stockholder of record, your signed proxy card
is returned directly to Broadridge for tabulation. If you hold your shares in
“street name” through a broker, bank or other nominee, your broker, bank or
other nominee will return one proxy card to Broadridge on behalf of all of its
clients.
What
are the Board’s recommendations?
Unless
you give other instructions on your proxy card, the persons named as proxy
holders on the proxy card will vote in accordance with the recommendations of
the Board. The Board’s recommendations are set forth together with the
description of each item in this proxy statement. In summary, the Board
recommends a vote FOR each of the proposals.
Will
stockholders be asked to vote on any other matters?
To the
knowledge of the Company and its management, stockholders will vote only on the
matters described in this proxy statement. However, if any other matters
properly come before the meeting, the persons named as proxies for stockholders
will vote on those matters in the manner they consider appropriate.
What
vote is required to approve each item?
Election of
Directors. Directors are elected by a plurality of the votes
cast at the meeting. Each share of our common stock is entitled to one vote for
each of the director nominees. A properly executed proxy marked “withhold
authority”, with respect to the election of one or more directors, will not be
voted with respect to the director or directors indicated, although it will be
counted for purposes of determining whether there is a quorum.
Approval of Independent Registered
Public Accounting Firm. The ratification of the appointment
of PricewaterhouseCoopers LLP to serve as the Company’s independent auditors for
fiscal 2011 (Item 2) requires the affirmative vote of the majority of the votes
cast.
Approval of an Amendment to Our 2005
Long Term Incentive Plan to Provide for an Increase in the Number of Authorized
Shares to be issued under our 2005 Long Term Incentive
Plan. The approval of an amendment to our 2005 Long Term
Incentive Plan to provide for the increase in the number of authorized shares to
be issued under our 2005 Long Term Incentive Plan from 2,239,170 to 2,939,170
(Item 3) requires the affirmative vote of the majority of the votes
cast.
A
properly executed proxy marked “abstain” with respect to any matter will not be
voted, although it will be counted for purposes of determining whether there is
a quorum. Accordingly, an abstention will have the effect of a negative
vote.
How
are votes counted?
In the
election of directors, you may vote “FOR” the nominee or your vote may be
“WITHHELD” with respect to the nominee. You may not cumulate your votes for the
election of directors.
For the
ratification of PricewaterhouseCoopers LLP to serve as the Company’s independent
auditors for fiscal 2011, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If
you elect to “ABSTAIN,” the abstention has the same effect as a vote
“AGAINST.” If you provide specific instructions with regard to certain
items, your shares will be voted as you instruct on such items.
6
If you
hold your shares in “street name” through a broker, bank or other nominee rather
than directly in your own name, then your broker, bank or other nominee is
considered the stockholder of record, and you are considered the beneficial
owner of your shares. The Company has supplied copies of its proxy materials for
its 2010 annual meeting of stockholders to the broker, bank or other nominee
holding your shares of record, and they have the responsibility to send these
proxy materials to you. As the beneficial owner, you have the right to direct
your broker, bank or other nominee on how to vote your shares at the annual
meeting. The broker, bank or other nominee that is the stockholder of record for
your shares is obligated to provide you with a voting instruction card for you
to use for this purpose. If you are a beneficial owner and your broker, bank or
other nominee holds your shares in its name, the broker, bank or other nominee
is permitted to vote your shares on the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent auditor, even if the broker, bank
or other nominee does not receive voting instructions from you.
If the
broker, bank or other nominee does not receive voting instructions from you,
your shares may constitute “broker non-votes.” Generally, broker non-votes
occur on a matter when a broker is not permitted to vote on that matter without
instructions from the beneficial owner and instructions are not given. In
tabulating the voting result for any particular proposal, shares that constitute
broker non-votes are not considered present and entitled to vote on that
proposal. If a quorum is present at the annual meeting, the persons receiving
the greatest number of votes will be elected to serve as directors. As a result,
broker non-votes will not affect the outcome of the voting on the election of
directors (Item 1) or the voting on the approval of the amendment to
our 2005 Long Term Incentive Plan to provide for an increase in the number of
authorized shares (Item 3). The ratification of the appointment of the Company’s
independent auditors (Item 2) requires the affirmative vote of the majority of
the shares of common stock present in person or represented by proxy at the
annual meeting and entitled to vote on the proposal. Brokers are allowed to vote
on behalf of beneficial owners without instruction on Item 2. Shares represented
by such “broker non-votes” will, however, be counted in determining whether
there is a quorum.
What
should I do if I receive more than one set of voting materials?
You may
receive more than one set of voting materials, including multiple copies of this
proxy statement and multiple proxy cards or voting instruction cards. For
example, if you hold your shares in more than one brokerage account, you may
receive a separate voting instruction card for each brokerage account in which
you hold shares. If you are a stockholder of record and your shares are
registered in more than one name, you will receive more than one proxy card.
Please complete, sign, date and return each proxy card and voting instruction
card that you receive.
Where
can I find the voting results of the annual meeting?
The
Company intends to announce the preliminary voting results at the annual meeting
and publish the final results in its Current Report on Form 8-K which will
be filed within four business days after the meeting.
What
is the deadline to propose actions for consideration at next year’s annual
meeting of stockholders?
You may
submit proposals for consideration at future stockholder meetings. For a
stockholder proposal to be considered for inclusion in our proxy statement for
the annual meeting next year, our Corporate Secretary must receive the written
proposal at our principal executive offices no later than March 29, 2011. Such
proposals also must comply with Rule 14a-8 of the SEC’s regulations under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) regarding the inclusion of stockholder proposals in
company-sponsored proxy materials. Proposals should be addressed
to:
Corporate
Secretary
RBC
Bearings Incorporated
One
Tribology Center
Oxford,
CT 06478
For a
stockholder proposal that is not intended to be included in our proxy statement,
the stockholder must deliver a proxy statement and form of proxy to holders of a
sufficient number of shares of our common stock to approve the proposal and
provide the information required by our by-laws and give timely notice to the
Corporate Secretary in accordance with our by-laws, which, in general, require
that the notice be received by the Corporate Secretary:
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Not less than 60 days prior to the next meeting,
and
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Not more than 90 days prior to the next
meeting.
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In the
event that less than 70 days’ notice or prior public announcement of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the 10th day
following the date on which such notice of the date of the annual meeting was
mailed or such public announcement was made.
How
may I recommend or nominate individuals to serve as directors?
You may
propose director candidates for consideration by the Board’s Nominating and
Corporate Governance Committee. Any such recommendations should include the
nominee’s name and qualifications for Board membership and should be directed to
the Corporate Secretary at the address of our principal executive offices set
forth above.
In
addition, our by-laws permit stockholders to nominate directors for election at
an annual stockholder meeting. To nominate a director, a stockholder must
deliver timely notice of such stockholder’s intent to make such nomination in
writing to the Corporate Secretary. To be timely, a stockholder’s notice must be
delivered to or mailed and received at our principal executive offices not less
than 60 nor more than 90 days prior to the date of the first anniversary of the
previous year’s annual meeting. In the event that the date of the annual meeting
is changed by more than 30 days from such anniversary date, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the earlier of the day on which notice of the
date of the meeting was mailed or public disclosure of the meeting was made. To
be in proper form, a stockholder’s notice shall set forth (i) as to each
person whom the stockholder proposes to nominate for election as a director at
such meeting (A) the name, age, business address and residence address of
the person, (B) the principal occupation or employment of the person,
(C) the class or series and number of shares of capital stock of the
Company which are owned beneficially or of record by the person and (D) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Regulation 14A
under the Exchange Act; and (ii) as to the stockholder giving the notice
(A) the name and record address of such stockholder, (B) the class or
series and number of shares of capital stock of the Company which are owned
beneficially or of record by such stockholder, (C) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (D) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (E) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Regulation 14A
under the Exchange Act. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.
How
may I obtain a copy of RBC Bearings’ by-law provisions regarding stockholder
proposals and director nominations?
You may
contact the Corporate Secretary at our principal executive offices for a copy of
the relevant by-law provisions regarding the requirements for making stockholder
proposals and nominating director candidates.
Who
can help answer my questions?
If you
have any questions about the annual meeting or how to vote or revoke your proxy
or if you need additional copies of this proxy statement or voting materials,
you should contact:
Broadridge
Financial Solutions, Inc.
Registered
Client Services Department
C/O Robert
DeRiso
51
Mercedes Way
Edgewood,
NY 11717
P 631-254-1641
F 631-254-7760
robert.deriso@broadridge.com
8
ITEM
1—ELECTION OF DIRECTORS
The Board
currently is composed of five directors serving staggered three-year terms and
divided into three classes: Class I currently consists of Thomas J.
O’Brien, Class II consists of Richard R. Crowell and Alan B. Levine and
Class III consists of Michael J. Hartnett and Dr. Amir Faghri.
Class I, Class II and Class III directors will serve until our
annual meetings of stockholders in 2012, 2010 and 2011, respectively. Vacancies
on the Board may be filled only by persons elected by a majority of the
remaining directors. A director elected by the Board to fill a vacancy in a
class, including vacancies created by an increase in the number of directors,
shall serve for the remainder of the full term of that class, and until the
director’s successor is duly elected and qualified, or until the director’s
resignation or removal.
The term
of office of the Class II directors expires this year. Mr. Crowell is
currently a director of RBC Bearings Incorporated and was appointed to the Board
in June 2002. Mr. Levine is currently a director of RBC Bearings
Incorporated and was appointed to the Board in October 2005. Our Nominating
and Corporate Governance Committee reviewed the qualifications of the nominees
for election to this class, and unanimously recommended that such nominees be
submitted for re-election to the Board. If elected at the annual meeting, these
nominees would serve until the 2013 annual meeting and until their successors
are duly elected and qualified, or until the director’s resignation or
removal.
For a
stockholder to nominate an individual for director at the 2011 annual meeting,
the stockholder must follow the procedures outlined below under the caption
“Stockholder Proposals and Director Nominations for the 2011 Meeting.”
Stockholders may also nominate a director to be considered by the Board for
recommendation to the stockholders in the Company’s proxy statement for the 2011
annual meeting by following the procedures outlined below under the caption
“Director Nominations to be Considered by the Board.”
If you
sign your proxy or voting instruction card but do not give instructions with
respect to voting for directors, your shares will be voted for the persons
recommended by the Board. If you wish to give specific instructions with respect
to voting for directors, you may do so by indicating your instructions on your
proxy or voting instruction card.
If any
nominee named herein for election as a director should for any reason become
unavailable to serve prior to the annual meeting, the Board will, prior to the
annual meeting, (i) reduce the size of the Board to eliminate the position
for which that person was nominated, (ii) nominate a new candidate in place
of such person and vote in favor of the new candidate all shares represented by
stockholder proxies received by the Board, unless authority to vote for all
candidates nominated by the Board is withheld, or (iii) leave the place
vacant to be filled at a later time.
Information
regarding the nominee, as of July 1, 2010, is set forth below, including his
age, the period he has served on the Board and the nominee’s business
experience. The information presented below for the director nominee and the
directors continuing in office has been furnished to the Company by such
persons.
Nominees
for Election for a Three-year Term Expiring at Our 2013 Annual
Meeting
The
following paragraphs provide information as of the date of this proxy statement
about each nominee for director. The information presented includes information
each director has provided us about his age (as of July 1, 2010), all positions
he holds, his principal occupation and business experience for the past five
years and the names of other publicly-held companies for which he currently
serves as a director or has served as a director during the past five years. We
have also provided below information regarding additional experience,
qualifications, attributes and skills that lead our Board to the conclusion that
each person should serve as a director. In addition to the information set forth
below, we also believe that all of our director nominees have a reputation for
integrity, honesty and adherence to high ethical standards. They each have
demonstrated business acumen and ability to exercise sound judgment, as well as
a commitment of service to our Company and our Board.
Alan B.
Levine has been a director and chairman of our Audit
Committee since October 2005. Mr. Levine served as Chief Financial
Officer and Director of Virtual Access Networks, Inc. (2001 to 2002) and
Chief Financial Officer and Treasurer of Marathon Technologies Corporation (1998
to 2001). He was also a member of the Board of Directors and Audit Committee
Chair of MCK Communications before the company’s merger in November 2003.
Prior to this, Mr. Levine was with Ernst & Young LLP from 1974 to
1998, and was Partner from 1986 to 1998, where he established and directed an
Entrepreneurial Services practice. From January 2007 until April 2010, he served
as Vice President and Chief Financial Officer of the Graduate Management
Admission Council. He currently serves the Graduate Management Admission
Council as Vice President and Senior Advisor. He is a former Director
and Audit Committee Chair of Nextera Enterprises. Mr. Levine earned a
Bachelor of Arts degree from the University of Vermont. He also holds a Master
of Accounting degree from the University of Arizona and was a certified public
accountant. As chairman of our Audit Committee Mr. Levine has demonstrated that
he is valuable to the Audit Committee’s function. He is the Company’s designated
"audit committee financial expert" as defined by SEC regulations. Mr.
Levine brings to the Board extensive demonstrated expert knowledge and
experience in accounting and finance from his Master of Accounting degree and as
a former partner with Ernst & Young LLP and former Chief Financial
Officer. This knowledge and experience gives Mr. Levine a perspective
that he is able to use to help the Audit Committee and Board understand the
highly technical issues management confronts on a daily basis and to serve as a
critical resource for management. Mr. Levine’s depth of business,
accounting and financial experience make him an excellent candidate as a member
of our Board.
9
Richard R.
Crowell has been a director since June 2002 and chairman
of the Compensation Committee since August 2005. Mr. Crowell is currently a
Partner with Vance Street Capital LLC, a private equity investment firm he
founded in 2007. Previously he was a partner of Aurora Capital Group,
a private equity investment firm he co-founded in 1991. Prior to establishing
Aurora in 1991, Mr. Crowell was a partner of Acadia Partners, a New
York-based investment fund. From 1983 to 1987, he was a Managing
Director, Corporate Finance for Drexel Burnham Lambert. He serves on
the Board of Visitors for the UCLA Anderson School of Management. Mr. Crowell is
a director of Process Fab Inc., Semicoa, MCSC and Klune
Aerospace. All are private companies in the business of precision
manufacturing and related services. Mr. Crowell earned an M.B.A. from UCLA’s
Anderson School and a B.A. from the University of California, Santa
Cruz.
Mr. Crowell
brings broad business, financial and executive leadership experience to the
Board, developed through his leadership roles at Vance Street Capital LLC,
Aurora Capital Group LLC, Acadia Partners and Drexel Burnham Lambert. He has
extensive experience with a number of precision manufacturing and aerospace
companies. In addition, Mr. Crowell’s experience in private
investment enables him to bring a valuable investor’s view to our Board and his
relationships across the financial community strengthen the Company’s access to
capital markets. His board memberships provide deep understanding of trends in
the precision manufacturing and aerospace sectors, both of which present ongoing
challenges and opportunities for the Company. Mr. Crowell’s
depth of business, operations and financial experience make him an excellent
candidate as a member of our Board.
Vote
Required
Directors
are elected by a plurality of the votes cast at the meeting. Accordingly, Mr.
Levine and Mr. Crowell will be elected if they receive more votes than any other
nominees for a place on the Board.
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The Board recommends a vote FOR
the election to the Board of Directors of the nominees
listed above.
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ITEM
2—
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THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY’S INDEPENDENT AUDITORS FOR FISCAL YEAR
2011
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On June
10, 2010 the Audit Committee has appointed PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the fiscal year ending April
2, 2011 “fiscal year 2011”, and further directed that the Board submit the
selection of PricewaterhouseCoopers LLP for ratification by the stockholders at
the annual meeting. During fiscal year 2010, Ernst & Young LLP served
as the Company’s independent registered public accounting firm and also provided
certain tax services. See “Principal Accountant Fees and Services”
below. As previously disclosed by the Company in Current Report on Form 8-K
filed on June 15, 2010, on June 9, 2010, the Audit Committee of the Board of
Directors of the Company dismissed Ernst & Young LLP as the Company's
independent registered public accounting firm. The audit reports of Ernst &
Young LLP on the consolidated financial statements of the Company as of and for
the fiscal years ended April 3, 2010 and March 28, 2009 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle. During the Company's fiscal
years ended April 3, 2010 and March 28, 2009 and through June 9, 2010, as
confirmed by Ernst & Young LLP to the Company in writing, there were no
disagreements with Ernst & Young LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to the satisfaction of Ernst & Young LLP
would have caused Ernst & Young LLP to make reference thereto in its reports
on the financial statements of the Company for such years. During the Company's
fiscal years ended April 3, 2010 and March 28, 2009 and through June 10, 2010,
neither the Company nor anyone on the Company's behalf consulted
PricewaterhouseCoopers LLP regarding any of the matters referred to in Item
304(a)(2)(i) and (ii) of Regulation S-K.
This
proposal is put before the stockholders because the Audit Committee and the
Board believe that it is good corporate practice to seek stockholder
ratification of the Audit Committee’s appointment of the independent auditors.
If the appointment of PricewaterhouseCoopers LLP is not ratified, the Audit
Committee will consider the stockholders’ vote when determining whether to
continue the firm’s engagement, but may ultimately determine to continue the
engagement of the firm or another audit firm without re-submitting the matter to
stockholders. Even if the appointment of PricewaterhouseCoopers LLP is ratified,
the Audit Committee may in its sole discretion terminate the engagement of the
firm and direct the appointment of another independent auditor at any time
during the year if it determines that such an appointment would be in the best
interests of our Company and our stockholders. Representatives of
PricewaterhouseCoopers LLP are expected to attend the annual meeting, where they
will be available to respond to appropriate questions and, if they desire, to
make a statement.
10
Vote
Required
Ratification
of the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for fiscal year 2011 requires the affirmative
vote of a majority of the shares of the Company’s common stock present in person
or represented by proxy at the annual meeting and entitled to vote on the
proposal.
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The
Board recommends a vote FOR the
ratification of the appointment of PricewaterhouseCoopers
LLP
as the Company’s independent auditors for fiscal year
2011.
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The Board
and the Compensation Committee have determined that it is in the best interest
of the Company and its shareholders to amend the Company’s 2005 Long-Term
Incentive Plan (the “Plan”) to increase the number of shares of Common Stock
available for issuance from 2,239,170 to 2,939,170 (the “Plan Amendment”). The
Board and the Compensation Committee have approved the Plan Amendment to be
effective as of the date of approval by the Company’s shareholders. The Plan
Amendment will not become effective unless shareholder approval is obtained at
the annual general meeting of shareholders. The principal features of the Plan
are summarized below and are qualified in their entirety by reference to the
full text of the Plan. Copies of the Plan are available upon written request
from Corporate Secretary, RBC Bearings Incorporated, One Tribology Center,
Oxford, CT 06478.
Description of the
Plan. We adopted the Plan effective upon the completion of
our initial public offering in August 2005. The Plan provides for grants of
stock options, stock appreciation rights, restricted stock and performance
awards. The purpose of the Plan is to provide our directors, officers and other
employees and persons who engage in services for us with incentives to maximize
stockholder value and otherwise contribute to our success and to enable us to
attract, retain and reward the best available persons for positions of
responsibility.
Administration of the
Plan. The Plan is administered by our Compensation Committee,
which consists solely of two or more “non-employee directors” (as defined in
Rule 16b-3 under the Exchange Act). The Compensation Committee may make all
decisions and determinations regarding the Plan as it deems necessary or
advisable for the administration of the Plan. Our Board also has the authority
to administer the Plan and to take all actions that the Compensation Committee
is otherwise authorized to take under the Plan. The terms and conditions of each
award made under the Plan, including vesting requirements, are set forth
consistent with the Plan in a written agreement with the grantee.
Number of Shares.
As of July 14, 2010, 2,239,170 shares of our common stock were authorized
for issuance under the Plan, subject to adjustment in the event of a
reorganization, stock split, merger or similar change in our corporate structure
or the outstanding shares of common stock. Of this amount, options for 683,502
shares of common stock were awarded to Dr. Hartnett at the time of our
initial public offering in August 2005 at an average price equal to the
offering price of $14.50 per share and the remainder have been reserved for
grants to our employees and directors at the discretion of our Compensation
Committee. During fiscal 2010 the Company issued an additional 363,000 options
for shares of common stock and 41,000 for restricted stock awards. As of
July 14, 2010, the 2005 Long-Term Incentive Plan had 87,758 shares of
common stock available for issuance pursuant to stock options or other equity
awards. We may grant shares of restricted stock to our employees and directors
in the future under the Plan. The Board and the Compensation Committee believe
that this is not a sufficient number of shares of common stock to accomplish the
objectives described above. The addition of 700,000 shares of common stock to
the Plan will enable the Company to further promote these objectives. The Board
and the Compensation Committee have resolved that from the total addition of
700,000 shares of common stock to the Plan, no more than 350,000 will be used
for restricted stock awards. On July 14, 2010, the per share closing price
of the common stock was $29.47 as reported on Nasdaq.
11
Stock Options.
Under the Plan, the Compensation Committee or the Board may award grants of
incentive stock options and other non-qualified stock options. The Compensation
Committee also has the authority to grant options that will become fully vested
and exercisable automatically upon a change in control. The Compensation
Committee may not, however, award to any one person in any calendar year options
to purchase common stock equal to more than 10% of the total number of shares
authorized under the plan (other than the initial award to Dr. Hartnett
discussed above), and it may not award incentive options first exercisable in
any calendar year whose underlying shares have a fair market value greater than
$100,000 determined at the time of grant.
The
Compensation Committee determines the exercise price and term of any option in
its discretion, however, the exercise price may not be less than 100% of the
fair market value of a share of common stock on the date of grant. In the case
of any incentive stock option, the option must be exercised within 10 years
of the date of grant. The exercise price of an incentive option awarded to a
person who owns stock constituting more than 10% of our voting power may not be
less than 110% of such fair market value on such date and the option must be
exercised within five years of the date of grant.
Restricted Stock.
Under the Plan, the Compensation Committee may award restricted stock subject to
the conditions and restrictions, and for the duration that it determines in its
discretion. The Board and the Compensation Committee have resolved that from the
total addition of 700,000 shares of common stock to the Plan, no more than
350,000 will be used for restricted stock awards.
Stock Appreciation
Rights. The Compensation Committee may grant stock
appreciation rights, or SARs, subject to the terms and conditions contained in
the Plan. Under the Plan, the exercise price of an SAR must equal the fair
market value of a share of our common stock on the date the SAR was granted.
Upon exercise of a SAR, the grantee will receive an amount in shares of our
common stock equal to the difference between the fair market value of a share of
common stock on the date of exercise and the exercise price of the SAR,
multiplied by the number of shares as to which the SAR is
exercised.
Performance
Awards. The Compensation Committee may grant performance
awards contingent upon achievement by the grantee or by us, of set goals and
objectives regarding specified performance criteria, over a specified
performance cycle. Awards may include specific dollar-value target awards,
performance units, the value of which is established at the time of grant,
and/or performance shares, the value of which is equal to the fair market value
of a share of common stock on the date of grant. The value of a performance
award may be fixed or fluctuate on the basis of specified performance criteria.
A performance award may be paid out in cash and/or shares of common stock or
other securities.
Eligibility. Our
directors, officers and other employees and persons who engage in services for
us are eligible for grants under the Plan. As of the date of this Proxy
Statement, there are 6 officers, 4 directors other than the CEO who is an
officer and a director, and approximately 1,200 employees who are eligible to
receive grants under the Plan.
Federal
Income Tax Consequences.
The
following is a discussion of certain U.S. federal income consequences relevant
to participants in the Plan who are subject to federal income tax and the
Company. It is not intended to be a complete description of all possible tax
consequences with respect to awards granted under the Plan and does not address
state, local or foreign tax consequences. Accordingly, holders of awards granted
under the Plan should consult their own tax advisers for specific advice with
respect to all federal, state or local tax effects before exercising any options
or share appreciation rights, and before disposing of any shares of stock
acquired pursuant to an award. Moreover, the Company does not represent that the
foregoing tax consequences apply to any particular participant’s specific
circumstances or will continue to apply in the future and makes no undertaking
to maintain the tax status (such as an ISO) of any award.
Non-Qualified Stock
Option. A participant who is granted a non-qualified stock
option will not recognize income at the time the option is granted. Upon the
exercise of the option, however, the excess, if any, of the market value of the
common shares on the date of exercise over the option price will be treated as
ordinary income to the participant, and the Company will generally be entitled
to an income tax deduction in the same year in an amount measured by the amount
of ordinary income taxable to the participant. The participant will be entitled
to a cost basis for the common shares for income tax purposes equal to the
amount paid for the common shares plus the amount of ordinary income taxable at
the time of exercise. Upon a subsequent sale of such common shares, the
participant will recognize short-term or long-term capital gain or loss,
depending upon his or her holding period for such common shares.
Incentive Stock
Options. A participant who is granted an ISO satisfying the
requirements of the Tax Code will not recognize income at the time the option is
granted and generally will not recognize income upon exercise of the option
provided such participant was an employee of the Company or a subsidiary at all
times from the date of grant until three months prior to exercise. The excess of
the fair market value over the option exercise price is, however, included in
determining the participant’s alternative minimum tax as of the date of
exercise. If the participant does not dispose of shares received upon exercise
of the option for one year after exercise and two years after grant of the
option (the “Holding Period”), upon the disposition of such shares the
participant will recognize long-term capital gain or loss based on the
difference between the option exercise price and the fair market value of shares
on the date of disposition. In such event, the Company is not entitled to a
deduction for income tax purposes in connection with the exercise of the option.
If the participant disposes of the shares received upon exercise of the option
without satisfying the Holding Period requirement, the participant must
generally recognize ordinary income equal to the lesser of (i) the fair
market value of the shares at the date of exercise of the option over the
exercise price or (ii) the amount realized upon the disposition of such
shares over the exercise price. Any further appreciation is taxed as short-term
or long-term capital gain, depending on the participant’s Holding Period. If the
disposition fails to satisfy the Holding Period, the Company would be entitled
to an income tax deduction in the same year in an amount measured by the amount
of ordinary income taxable to the participant.
12
Share appreciation
rights. A participant will generally not be taxed at the time
a SAR is granted nor will the Company receive a tax deduction. Upon exercise of
a SAR, a participant will recognize taxable income equal to the fair market
value of the shares received on the exercise date. The Company will be entitled
to an income tax deduction in the amount of such income recognized by the
participant. SAR’s that are paid in cash may be subject to taxation at vesting
rather than at exercise because the tax treatment of certain SAR’s is unsettled
under Section 409A of the Tax Code (see the discussion below).
Restricted Shares and Restricted
Share Units. A participant will not recognize any income at
the time an award of restricted shares or restricted share units is granted, nor
will the Company be entitled to a deduction at that time. In the year in which
restrictions on the restricted shares lapse, the participant will recognize
ordinary income in an amount equal to the excess of the fair market value of the
shares on the date of vesting over the amount, if any, the participant paid for
the shares. Similarly, upon the vesting of restricted share units, the
participant will recognize ordinary income in an amount equal to the fair market
value of the shares received. With respect to awards of both restricted shares
and restricted share units, the Company will be entitled to a tax deduction at
the same time and in the same amount as the participant recognizes
income.
Performance
Awards. A participant who is awarded performance shares will
not recognize income and the Company will not be allowed a deduction at the time
that the award is made. When a participant receives payment for performance
shares in common shares, the fair market value of the shares received will be
ordinary income to the participant. If payment is made in cash, the amount of
cash received will be ordinary income to the participant. In either case, the
Company will be entitled to a tax deduction in the amount of such income
recognized by the participant.
Dividend
Equivalents. A participant who is awarded dividend
equivalents generally will not recognize taxable income, and the Company will
not receive a tax deduction, until shares or cash are distributed pursuant to
the award. When the participant receives payment for dividend equivalents in
common shares or cash, the fair market value of the shares or the amount of cash
received will be ordinary income to the participant and the Company will be
entitled to a deduction in the amount of such income recognized by the
participant.
The
Compensation Committee will require payment of any amount it may determine to be
necessary to withhold for federal, state, local or other taxes as a result of
the grant, vesting or exercise of an award. In compliance with the American Jobs
Creation Act of 2004, after January 1, 2005, the maximum federal
withholding rate will be used for supplemental wage payments in excess of
$1,000,000 during any taxable year.
Section 409A of the Tax
Code. Certain awards under the Plan may be subject to Tax
Code Section 409A. Section 409A was added to the Tax Code by the
American Jobs Creation Act of 2004. Section 409A generally applies to
compensation deferred under a nonqualified deferred compensation plan on or
after January 1, 2005. Section 409A imposes new requirements on a
participant’s election to defer compensation and the participant’s selection of
the timing and form of distribution of the deferred compensation with respect to
certain awards under the Plan. Also, Section 409A generally provides that
the distributions must be made on or following the occurrence of certain events
( e.g . the
participant’s “separation from service” (as defined in Section 409A), a
predetermined date, or the participant’s death). Section 409A imposes
restrictions on a participant’s ability to change his or her distribution timing
or form with respect to awards under the Plan after the compensation has been
deferred. For certain participants who are officers of the Company or its
subsidiary corporations and who would otherwise receive a distribution upon
separation from service, Section 409A requires that such participant’s
distribution commence no earlier than six months after such officer’s
“separation from service” (as defined in Section 409A).
Stock
options, SAR’s that are distributable in shares of Common Stock and restricted
stock awards granted under the Plan generally are not considered deferred
compensation subject to Section 409A. Restricted share unit awards and
other awards may be subject to Section 409A, depending on the terms of the
award. The Company intends that awards made under the Plan that are subject to
Section 409A will comply with the requirements of
Section 409A.
A
nonqualified deferred compensation plan must satisfy the requirements of
Section 409A in form and in operation. If the Plan fails to satisfy the
requirements of Section 409A, a participant in the Plan may recognize
ordinary income on the amounts deferred under the Plan, to the extent vested,
prior to when the compensation is actually or “constructively” received. Also,
if a Plan fails to comply, Section 409A imposes an additional 20% federal
income tax on compensation recognized as ordinary income, as well as certain
interest on amounts treated as tax underpayments related to such deferred
compensation. Awards granted under the Plan are intended to comply with
Section 409A to the extent applicable.
13
The Plan
is not subject to any provision of ERISA, nor is it a qualified employee benefit
plan under Section 401(a) of the Tax Code.
Amendment and Termination of the
Plan. The Board may amend or terminate the Plan in its
discretion, except that no amendment will become effective without prior
approval of our stockholders if such approval is necessary for continued
compliance with the performance-based compensation exception of
Section 162(m) of the Internal Revenue Code or any stock exchange
listing requirements. If not previously terminated by the Board, the Plan will
terminate on August 15, 2015.
The
foregoing is only a summary of the Plan and is qualified in its entirety by
reference to its full text. A copy of the Plan, reflecting the Plan Amendment,
is attached as Appendix B to this Proxy Statement.
In
addition to the Plan, the Company has other stock-based compensation plans: The
RBC Bearings Incorporated (f/k/a Roller Bearing Holding Company, Inc.) 1998
Stock Option Plan (“1998 Plan”) and the RBC Bearings Incorporated (f/k/a Roller
Bearing Holding Company, Inc.) 2001 Stock Option Plan (“2001 Plan”). No
further options may be granted under the 1998 Plan or the 2001
Plan.
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The Board recommends a
vote
FOR the approval
of the amendment to the
Company’s 2005 Long-Term
Incentive Plan to
increase the
number of
shares of Common Stock
available for issuance from 2,239,170 to 2,939,170.
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ITEM
4—OTHER MATTERS
As of the
date of this proxy statement, the Company knows of no business that will be
presented for consideration at the 2010 annual meeting other than the items
referred to above. If any other matter is properly brought before the meeting
for action by stockholders, proxies in the enclosed form returned to the Company
will be voted in accordance with the recommendation of the Board or, in the
absence of such a recommendation, in the manner the proxy holder considers
appropriate.
Number
of Meetings of the Board of Directors
The Board
held 4 meetings during fiscal 2010. The standing committees of the Board held an
aggregate of 8 meetings during fiscal 2010. Each director attended 100% of
the aggregate number of meetings of the Board and the Board committees on which
he served as a director during fiscal 2010.
Attendance
at Annual Meetings of the Stockholders
All
directors are encouraged to attend the annual meeting of the stockholders. All
directors attended the 2009 annual meeting of shareholders either in person or
by teleconference.
Director
Independence
Certain
rules of the Nasdaq Global Select Market (“Nasdaq”) require that the Board
be comprised of a majority of “independent directors,” that each of the Audit
Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee be comprised solely of “independent directors” as defined
under Nasdaq rules.
Based
upon the information submitted by each of the directors, and following the
recommendation of the Nominating and Corporate Governance Committee, the Board
has made a determination that all of our current directors, with the exception
of Mr. Hartnett satisfy the “independence” requirements of Nasdaq and the
Company’s Corporate Governance Guidelines. The standards for determining
independence are those set forth in the Nasdaq listing standards and the
Company’s Corporate Governance Guidelines. The Company’s Corporate
Governance Guidelines can be found on our website at
www.rbcbearings.com.
14
Executive
Sessions
The
Company’s Corporate Governance Guidelines require the non-management directors
to meet in executive sessions on a periodic basis without management. The
presiding director, for purposes of leading these meetings, will be the Chairman
of the Audit Committee. The non-employee members of the Board and the Audit
Committee, respectively, met in executive session during every meeting held in
fiscal 2010.
Communications
between Stockholders and the Board
Stockholders
may send communications to the Company’s directors as a group or individually,
by writing to those individuals or the group at the following address: RBC
Bearings Incorporated, c/o the Corporate Secretary, One Tribology Center,
Oxford, CT 06478. The Corporate Secretary will review all correspondence
received and will forward all correspondence that is relevant to the duties and
responsibilities of the Board or the business of the Company to the intended
director(s). Examples of inappropriate communication include business
solicitations, advertising and communication that is frivolous in nature,
relates to routine business matters (such as product inquiries, complaints or
suggestions), or raises grievances that are personal to the person submitting
the communication. Upon request, any director may review communication that is
not forwarded to the directors pursuant to this policy.
The Board
has adopted a policy for submitting concerns regarding the Company’s accounting
or auditing matters. Reports may be sent to the Audit Committee through one of
the following means: (1) calling the Company’s Ethics Hotline at
1-866-247-5449, which is available 24 hours per day, 365 days per year, and
leaving a recorded message and (2) in writing marked Private &
Confidential to the Audit Committee, RBC Bearings Incorporated, c/o the General
Counsel, One Tribology Center, Oxford, CT 06478. In each case, reports will be
received by the Company’s General Counsel who will forward the message to the
Audit Committee. The confidentiality of all reports will be maintained to the
extent consistent with law.
Committees
of the Board of Directors
Our Board
currently has an Audit Committee, a Compensation Committee and a Nominating and
Corporate Governance Committee. The composition, duties and responsibilities of
these committees are described below. Committee members hold office for a term
of one year. The charters for each of the committees is available on the
Company’s website at www.rbcbearings.com.
Audit Committee.
The Audit Committee is responsible for (1) selecting the independent
auditors, (2) approving the overall scope of the audit, (3) assisting
the Board in monitoring the integrity of our financial statements, the
independent accountant’s qualifications and independence, the performance of the
independent accountants and our internal audit function and our compliance with
legal and regulatory requirements, (4) annually reviewing an independent
auditors’ report describing the auditing firms’ internal quality-control
procedures, and any material issues raised by the most recent internal
quality-control review, or peer review, of the auditing firm,
(5) discussing the annual audited financial and quarterly statements with
management and the independent auditor, (6) discussing earnings press
releases, as well as financial information and earnings guidance provided to
analysts and rating agencies, (7) discussing policies with respect to risk
assessment and risk management, (8) meeting separately, periodically, with
management and the independent auditor, (9) reviewing with the independent
auditor any audit problems or difficulties and management’s response,
(10) setting clear hiring policies for employees or former employees of the
independent auditors, (11) handling such other matters that are specifically
delegated to the Audit Committee by the Board from time to time and (12)
reporting regularly to the full Board.
Our Audit
Committee currently consists of Mr. Levine, Dr. Faghri and
Dr. O’Brien, each of whom satisfies the current financial literacy
requirements and independence requirements for audit committee members of the
Nasdaq Global Select Market and the SEC. Our Board has determined that
Mr. Levine qualifies as an “audit committee financial expert,” as such term
is defined in the regulations under the Exchange Act. The Audit Committee held 4
meetings in fiscal 2010.
Compensation
Committee. The Compensation Committee is responsible for
(1) reviewing key employee compensation goals, policies, plans and
programs, (2) reviewing and approving the compensation of our directors,
chief executive officer and other executive officers, (3) reviewing and
approving employment contracts and other similar arrangements between the
Company and our executive officers, (4) reviewing and consulting with the
Board on the selection of the chief executive officer and evaluation of such
officer’s executive performance and other related matters,
(5) administration of stock plans and other incentive compensation plans,
(6) approving overall compensation policies for the Company and
(7) handling such other matters that are specifically delegated to the
Compensation Committee by the Board from time to time. Our Compensation
Committee currently consists of Messrs. Crowell, Levine and Faghri, each of
whom satisfies the independence requirements of the Nasdaq Global Select Market.
The Compensation Committee held 3 meetings in fiscal 2010.
15
Nominating and Corporate Governance
Committee. Our Nominating and Corporate Governance Committee
is responsible for: (1) evaluating the composition, size and governance of
our Board and its committees and making recommendations regarding future
planning and the appointment of directors to committees, (2) establishing a
policy for considering stockholder nominees for election to our Board,
(3) evaluating and recommending candidates for election to our Board,
(4) overseeing our Board’s performance and self-evaluation process and
developing continuing education programs for our directors, (5) reviewing
our corporate governance principles and policies and providing recommendations
to the Board regarding possible changes, and (6) reviewing and monitoring
compliance with our Code of Conduct and Ethics and our Insider Trading policy.
Our Nominating and Corporate Governance Committee consists of Mr. Levine,
Dr. O’Brien and Dr. Faghri, each of whom satisfies the independence
requirements of the Nasdaq Global Select Market. The Nominating and Corporate
Governance Committee held 1 meeting during fiscal 2010.
The Board
seeks to have a diverse group of members who possess the background, skills and
expertise to make a significant contribution to the Board, to the Company and
its stockholders. Desired qualities include: high-level leadership experience in
business or administrative activities, and significant accomplishment; breadth
of knowledge about issues affecting the Company; proven ability and willingness
to contribute special competencies to Board activities; personal integrity;
loyalty to the Company and concern for its success and welfare; willingness to
apply sound and independent business judgment; awareness of a director’s vital
role in assuring the Company’s good corporate citizenship and corporate image;
no present conflicts of interest; availability for meetings and consultation on
Company matters; enthusiasm about the prospect of serving; willingness to assume
broad fiduciary responsibility; and willingness to become a Company
stockholder.
In
evaluating candidates, the committee reviews all candidates in the same manner,
regardless of the source of the recommendation. The policy of the Nominating and
Corporate Governance Committee is to consider individuals recommended by
stockholders for nomination as a director in accordance with the procedures
described under “Other Matters—Stockholder Proposals and Director
Nominations.”
Corporate
Governance Guidelines
The Board
adopted a set of Corporate Governance Guidelines, which, among other things,
sets forth the Company’s expectations and policies with respect to the roles and
responsibilities of the Board, director affiliations and conflicts, director
compensation, standards of director conduct, and the qualifications and other
criteria for director nominees. The Nominating and Corporate Governance
Committee is responsible for periodically reviewing and reassessing the adequacy
of these guidelines and recommending changes to the Board for
approval.
Code
of Business Conduct and Ethics
The
Company’s employees, officers and directors are required to abide by the
Company’s Code of Business Conduct and Ethics (the “Code of Ethics”), which is
intended to insure that the Company’s business is conducted in a consistently
legal and ethical manner. The Code of Ethics covers areas of professional
conduct, such as conflicts of interest, fair dealing, the protection
of confidential information and compliance with laws, regulations and rules. Any
waiver of the policies or procedures set forth in the Code of Ethics in the case
of officers or directors may be granted only by the Board and must be promptly
disclosed as required by law or the rules and regulations of the Nasdaq
Global Select Market.
Board
Risk and Compensation Risk Oversight
The Board
has oversight responsibility of the processes established to report and monitor
systems for material risks applicable to the Company. The Board focuses on the
Company’s general risk management strategy and the most significant risks facing
the Company and ensures that appropriate risk mitigation strategies are
implemented by management. The Board has delegated to its various committees the
oversight of risk management practices for categories of risk relevant to their
functions. For example, the Audit Committee oversees risks associated with the
Company’s systems of disclosure controls and internal controls over financial
reporting as well as the Company’s compliance with legal and regulatory
requirements as well as risks associated with foreign exchange,
insurance, credit and debt. The Corporate Governance and Nominating Committee
oversees risks associated with sustainability. The Compensation Committee
considers risks related to the attraction and retention of talent and risks
related to the design of compensation programs and arrangements. The full Board
is responsible for considering strategic risks and succession planning and
receives reports from each Committee as to risk oversight within their areas of
responsibility.
The
Company’s senior management periodically reports on risk management policies and
practices to the relevant Board Committee or to the full Board so that any
decisions can be made as to any required changes in the Company’s risk
management and mitigation strategies or in the Board’s oversight of
these.
Finally,
as part of its oversight of the Company’s executive compensation programs, the
Compensation Committee considers the impact of the Company’s executive
compensation program, and the incentives created by the compensation awards that
it administers, on the Company’s risk profile. In addition, the Company reviews
all of its compensation policies and procedures, including the incentives that
they create and factors that may reduce the likelihood of excessive risk taking,
to determine whether they present a significant risk to the Company. Based on
this review, the Company has concluded that its compensation policies and
procedures are not reasonably likely to have a material adverse effect on the
Company.
16
Board
Diversity
The
Company’s policy on Board diversity relates to the selection of nominees for the
Board. In selecting a nominee for the Board, the Nominating and Corporate
Governance Committee considers the skills, expertise and background that would
complement the existing Board and ensure that its members are of sufficiently
diverse and independent backgrounds, recognizing that the Company’s businesses
and operations are diverse and global in nature. The Nominating and Corporate
Governance Committee does not have a specific policy regarding diversity when
assessing candidates for the Board, but may consider various kinds of diversity
such as diversity of professional background and
capabilities, knowledge of specific industries and geographic experience, as
well as the more traditional diversity concepts of race, gender and national
origin experience and industry diversity, when considering whether to
nominate an individual for Board membership. The Nominating and
Corporate Governance Committee assesses the effectiveness of this objective when
evaluating new director candidates and when assessing the composition of the
Board. The Board of Directors believes it is important that its members
represent diverse viewpoints and perspectives in their application of judgment
to company matters.
Board
Leadership Structure
The Board
has no formal policy with respect to the separation of the offices of the
Chairman and the Chief Executive Officer, which are currently combined. However,
the Board understands that no single leadership model is right for all companies
and at all times. The Board believes that it should have the flexibility to make
decisions as to the Chairman position from time to time in the way that it
believes will best provide effective leadership for the
Company. Accordingly, the Board periodically reviews its leadership
structure, including whether these offices should be separate. The Board has
determined that the current structure consisting of combined roles of Chairman
and Chief Executive Officer is an effective and appropriate leadership structure
for the Company at this time. All the current members of our Board are
independent, except for the CEO, and all of our Board committees are composed
entirely of independent directors
To
promote open discussion among the independent directors, the independent
directors routinely meet in executive session without the participation of
management at each regularly scheduled meeting of the Board. The Chairman of the
Audit Committee leads the sessions of the Board in which management directors
and other members of management are not present.
Independent
members of our Board are paid $50,000 per year, payable quarterly, and are
entitled to annual stock option and restricted stock grants for their services
at the discretion of the Compensation Committee and upon approval of the Board
of Directors. During fiscal 2010 each director was granted stock options and
shares of restricted stock as indicated in the table below. In addition, the
Chairs of the Compensation and Audit Committees are entitled to an additional
payment of $5,000 per year. In addition, our compensation policy provides for
reimbursement for reasonable out-of-pocket expenses incurred in connection with
attendance at Board meetings or of any committee thereof. The Compensation
Committee reviews non-employee director compensation annually and recommends
changes to the Board for approval.
17
DIRECTOR
COMPENSATION
|
Fees
Earned
or Paid
in
Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
Total
|
||||||||||||||||||||||
|
Name
|
($)
|
($)(1)
|
($)(2)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||
|
Richard
Crowell
|
55,000 | 22,730 | 21,150 | - | - | - | 98,880 | |||||||||||||||||||||
|
Dr.
Amir Faghri
|
50,000 | 22,730 | 21,150 | - | - | - | 93,880 | |||||||||||||||||||||
|
Alan
B. Levine
|
55,000 | 22,730 | 21,150 | - | - | - | 98,880 | |||||||||||||||||||||
|
Dr.
Thomas J. O’Brien
|
50,000 | 22,730 | 21,150 | - | - | - | 93,880 | |||||||||||||||||||||
|
|
(1)
|
These
amounts represent 1,000 restricted stock units granted on November 16,
2009 at a market price on grant date of
$22.73.
|
|
|
(2)
|
These
amounts represent 2,500 options to purchase common stock granted on
November 16, 2009 at a market price on grant date of $22.73 and a weighted
average fair value per share of
$8.46.
|
Since
March 28, 2009 we have not been a party to, nor have we currently proposed, any
transaction or series of similar transactions in which the amount exceeds
$120,000, and in which any director, executive officer, holder of more than 5%
of our common stock or any member of the immediate family of any of the
foregoing persons had or will have a direct or indirect material interest, other
than compensation agreements and other agreements which are described in the
“Executive Compensation” section of this proxy statement. The Company’s
Directors and executive officers are subject to the Company’s Code of Conduct
and Ethics Policy, which requires that an employee or Director avoid placing
himself or herself in a position in which his or her personal interests could
interfere in any way with the interests of the Company.
We have
not made payments to directors other than the fees to which they are entitled as
directors (described under the heading “Director Compensation”) and the
reimbursement of expenses relating to their services as directors. We have made
no loans to any director or officer nor have we purchased any shares of the
Company from any director or officer.
The
following table sets forth information known to the Company regarding beneficial
ownership of the Company’s common stock, as of July 1, 2010, by each
director and each of the executive officers identified in the Summary
Compensation Table in the “Executive Compensation” section of this proxy
statement and by all of its directors and executive officers as a group (10
persons). The table lists the number of shares and percentage of shares
beneficially owned based on 21,757,423 shares of common stock outstanding as of
July 1, 2010. The figures in the table assume the exercise of all stock
options currently exercisable or exercisable within 60 days of July 1,
2010. Information in the table is derived from Securities and Exchange
Commission (“SEC”) filings made by such persons under Section 16(a) of
the Exchange Act and other information received by the Company.
18
|
Name of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of Class
|
||||||
|
Michael J. Hartnett
|
1,000,391 | 4.6 | % | |||||
|
Daniel
A. Bergeron
|
43,867 | * | ||||||
|
Thomas
C. Crainer
|
52,033 | * | ||||||
|
Richard
J. Edwards
|
52,267 | * | ||||||
|
Thomas
J. Williams
|
32,833 | * | ||||||
|
Richard
R. Crowell
|
36,826 | * | ||||||
|
Dr. Amir
Faghri
|
10,566 | * | ||||||
|
Alan
B. Levine
|
8,066 | * | ||||||
|
Dr.
Thomas J. O’Brien
|
10,066 | * | ||||||
|
All
directors and executive officers as a group (10 persons)
|
1,258,498 | 5.8 | % | |||||
|
*
|
Less
than one percent
|
|
(1)
|
Unless
otherwise indicated and subject to community property laws where
applicable, the individuals and entities named in the table above have
sole voting and investment power with respect to all shares of our common
stock shown as beneficially owned by them. Beneficial ownership and
percentage ownership are determined in accordance with the rules of
the SEC. In calculating the number of shares beneficially owned by an
individual or entity and the percentage ownership of that individual or
entity, shares underlying options and warrants held by that individual or
entity that are either currently exercisable or exercisable within 60 days
from July 1, 2010 are deemed outstanding. These shares, however, are
not deemed outstanding for the purpose of computing the percentage
ownership of any other individual or
entity.
|
The
following table sets forth each shareholder which, as of July 1, 2010, is
known by us to be the beneficial owner of more than 5% of our common stock.
Information in the table is derived from SEC filings made by such persons
pursuant to Section 13 of the Exchange Act and other information received by the
Company. Except as indicated in the footnotes to this table, the entities named
have sole voting and investment power with respect to all shares of our common
stock shown as beneficially owned by them.
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial
Ownership
|
Percent of Class
|
|||||||
|
Prudential
Financial Inc., Jennison Associates LLC
|
1,905,042 |
(a)
|
8.6 | % | |||||
|
466
Lexington Ave
|
|||||||||
|
New
York, NY 10017
|
|||||||||
|
T.
Rowe Price Associates, Inc.
100
East Pratt Street
|
1,712,800 |
(b)
|
7.9 | % | |||||
|
Baltimore,
MD 21202-1009
|
|||||||||
|
Kayne
Anderson Rudnick Investment
|
1,597,169 |
(c)
|
7.3 | % | |||||
|
Management
LLC
|
|||||||||
|
1800
Avenue of the Stars, 2nd Floor
|
|||||||||
|
Los
Angeles, CA 90067
|
|||||||||
|
BlackRock,
Inc.
|
1,501,467 |
(d)
|
6.9 | % | |||||
|
40
East 52nd
Street
|
|||||||||
|
New
York, NY 10022
|
|||||||||
|
Keeley
Asset Management Corp.
|
1,383,600 |
(e)
|
6.4 | % | |||||
|
401
South LaSalle Street
|
|||||||||
|
Chicago,
IL 60605
|
|||||||||
|
Snyder
Capital Management LP
|
1,230,924 |
(f)
|
5.7 | % | |||||
|
One
Market Plaza Steuart Tower Ste
1200
|
|||||||||
|
San
Francisco, CA 94105
|
|||||||||
|
Fred
Alger Management, Inc.
|
1,167,229 |
(g)
|
5.4 | % | |||||
|
111
Fifth Avenue 2nd
Floor
|
|||||||||
|
New
York, NY 10003
|
|||||||||
19
|
(a)
|
A
filing of Form SC 13G/A with the SEC dated February 12, 2010, by
Prudential Financial Inc. / Jennison Associates LLC indicated that it has
or shares voting or investment power over 1,905,042 shares (8.6%) of the
Company’s outstanding common stock.
|
|
(b)
|
A
filing of Form SC 13G/A with the SEC dated February 12, 2010, by T.
Rowe Price Associates, Inc. indicated that it has or shares voting or
investment power over 1,712,800 shares (7.9%) of the Company’s outstanding
common stock.
|
|
(c)
|
A
filing of Form SC 13G/A with the SEC dated February 9, 2010, by Kayne
Anderson Rudnick Investment Management LLC indicated that it has or shares
voting or investment power over 1,597,169 shares (7.3%) of the Company’s
outstanding common stock.
|
|
(d)
|
A
filing of Form SC 13G with the SEC dated January 20, 2010, by BlackRock,
Inc. indicated that it has or shares voting or investment power over
1,501,467 shares (6.9%) of the Company’s outstanding common
stock.
|
|
(e)
|
A
filing of Form SC 13G/A with the SEC dated February 5, 2010, by
Keeley Asset Management Corp. indicated that it has or shares
voting or investment power over 1,383,600 shares (6.4%) of the Company’s
outstanding common stock.
|
|
(f)
|
A
filing of Form SC 13G with the SEC dated February 12, 2010, by Snyder
Capital Management LP indicated that it has or shares voting or investment
power over 1,230,924 shares (5.7%) of the Company’s outstanding common
stock.
|
|
(g)
|
A
filing of Form SC 13G with the SEC dated February 5, 2010, by Fred
Alger Management, Inc. indicated that it has or shares voting or
investment power over 1,167,229 shares (5.4%) of the Company’s outstanding
common stock.
|
Section 16(a) of
the Exchange Act requires that the Company’s executive officers, directors and
greater than 10% owners file reports of ownership and changes of ownership of
the Company’s common stock with the SEC and Nasdaq. Based on a review of
ownership reports filed with the SEC during fiscal 2010, the Company believes
that all Section 16(a) filing requirements were met during the year
except as follows:
Executive
Officers and Directors
The
following table sets forth information concerning our directors and executive
officers as of July 1, 2010. Each director is elected for a three-year term or
until such person’s successor is duly elected and qualified.
|
Name
|
Age
|
Positions
|
||
|
Michael
J. Hartnett
|
64
|
Chairman,
President and Chief Executive Officer
|
||
|
Daniel
A. Bergeron
|
50
|
Vice
President, Chief Financial Officer and Assistant
Secretary
|
||
|
Thomas
C. Crainer
|
52
|
Vice
President and General Manager
|
||
|
Richard
J. Edwards
|
54
|
Vice
President and General Manager
|
||
|
Thomas
J. Williams
|
58
|
Corporate
General Counsel & Secretary
|
||
|
Thomas
Burigo
|
58
|
Corporate
Controller
|
||
|
Richard
R. Crowell
|
55
|
Director
|
||
|
Dr. Amir
Faghri
|
59
|
Director
|
||
|
Alan
B. Levine
|
66
|
Director
|
||
|
Dr. Thomas
J. O’Brien
|
62
|
Director
|
20
Michael J.
Hartnett has been the President and Chief Executive Officer since
April 1992 and Chairman of the Board since June 1993. Prior to
that, Mr. Hartnett served as President and General Manager of our
Industrial Tectonics Bearings Corporation, or ITB, subsidiary from 1990,
following eighteen years at The Torrington Company, one of the three largest
bearings manufacturers in the U.S. While at Torrington Company, Mr.
Hartnett held the position of Vice President and General Manager of the
Aerospace Business Unit and was, prior to that, Vice President of the Research
and Development Division. Mr. Hartnett holds an undergraduate degree from
University of New Haven, a Masters degree from Worcester Polytechnic Institute
and a Ph.D. in Applied Mechanics from the University of Connecticut. Mr.
Hartnett has also developed numerous patents, authored more than two dozen
technical papers and is well known for his contributions to the field of
tribology, the study of friction. Mr. Hartnett currently serves as a
director of Aftermarket Technology Corp., a publicly-held company in the
business of re-manufacturing aftermarket components for automobiles, and as a
director of Process Fab Inc., a private company in the business of precision
manufacturing and related services. Mr. Hartnett provides our Board with
significant leadership and executive experience. His proven
leadership capability and his strong knowledge of the complex financial and
operational issues facing mid-sized companies provides the Board with a unique
and necessary perspective.
Richard R.
Crowell has been a director since June 2002 and chairman of the
Compensation Committee since August 2005. Mr. Crowell is currently a
Partner with Vance Street Capital LLC, a private equity investment firm he
founded in 2007. Previously he was a partner of Aurora Capital Group,
a private equity investment firm he co-founded in 1991. Prior to establishing
Aurora in 1991, Mr. Crowell was a partner of Acadia Partners, a New
York-based investment fund. From 1983 to 1987, he was a Managing Director,
Corporate Finance for Drexel Burnham Lambert. He serves on the Board of Visitors
for the UCLA Anderson School of Management. Mr. Crowell is a director of Process
Fab Inc., Semicoa, MCSC and Klune Aerospace. All are private companies
in business of precision manufacturing and related services. Mr.
Crowell earned an M.B.A. from UCLA’s Anderson School and a B.A. from the
University of California, Santa Cruz. . Mr. Crowell brings broad
business, financial and executive leadership experience to the Board, developed
through his leadership roles at Vance Street Capital LLC, Aurora Capital Group
LLC, Acadia Partners and Drexel Burnham Lambert. He has extensive experience
with a number of precision manufacturing and aerospace companies. In
addition, Mr. Crowell’s experience in private investment enables him
to bring a valuable investor’s view to our Board and his relationships across
the financial community strengthens the Company’s access to capital markets. His
board memberships provide deep understanding of trends in the precision
manufacturing and aerospace sectors, both of which present ongoing challenges
and opportunities for the Company. Mr. Crowell’s depth of
business, operations and financial experience make him an excellent candidate as
a member of our Board.
Dr. Amir
Faghri has been a director since July 2004. Dr. Faghri is currently the
United Technologies Endowed Chair Professor in Thermal-Fluids Engineering and
was formerly the Dean of the School of Engineering at the University of
Connecticut from 1998-2006, and the Head of the Mechanical Engineering
Department from 1994-1998. While holding such academic and industrial positions
as distinguished and chair professor, department head, and Dean, Dr. Faghri
authored seven books and edited volumes, more than 260 archival technical
publications (including 160 journal papers), and six U.S.
patents. He has served as a consultant to several major research
centers and corporations, including Los Alamos and Oak Ridge national
laboratories, Exxon Mobil, and Intel Corporation. Dr. Faghri's
technical productivity is further complemented by his service on the editorial
boards of eight scientific journals. Dr. Faghri has received many
honors and awards, including the prestigious 1998 American Institute of
Aeronautics & Astronautics (AIAA) Thermophysics Award, the 1998 American
Society of Mechanical Engineering (ASME) Heat Transfer Memorial Award and the
2005 ASME James Harry Potter Gold Medal. Dr. Faghri received his M.S. and Ph.D.
degrees from the University of California at Berkeley (1974, 1976) and a B.S.
with highest honors from Oregon State University (1973). As former
Dean of the School of Engineering at the University of Connecticut from
1998-2006, and the Head of the Mechanical Engineering Department from 1994-1998
with financial oversight responsibilities for all engineering departments and
research centers, Dr. Faghri provides the Company with a wealth of valuable
executive and engineering experience. His association with U.S Corporations and
academia provides the Company with valuable state of the art engineering
resources and workforce development.
Alan B.
Levine has been a director and chairman of our Audit Committee since
October 2005. Mr. Levine served as Chief Financial Officer and
Director of Virtual Access Networks, Inc. (2001 to 2002) and Chief
Financial Officer and Treasurer of Marathon Technologies Corporation (1998 to
2001). He was also a member of the Board of Directors and Audit Committee Chair
of MCK Communications before the company’s merger in November 2003. Prior
to this, Mr. Levine was with Ernst & Young LLP from 1974 to 1998,
and was Partner from 1986 to 1998, where he established and directed an
Entrepreneurial Services practice. From January 2007 until April 2010, he served
as Vice President and Chief Financial Officer of the Graduate Management
Admission Council. He currently serves the Graduate Management Admission
Council as Vice President and Senior Advisor. He is a former Director
and Audit Committee Chair of Nextera Enterprises. Mr. Levine earned a
Bachelor of Arts degree from the University of Vermont. He also holds a Master
of Accounting degree from the University of Arizona and was a certified public
accountant. As chairman of our Audit Committee Mr. Levine has demonstrated that
he is valuable to the Audit Committee’s function. He is the Company’s designated
"audit committee financial expert" as defined by SEC regulations. Mr.
Levine brings to the Board extensive demonstrated expert knowledge and
experience in accounting and finance from his Master of Accounting degree and as
a former partner with Ernst & Young LLP and former Chief Financial
Officer. This knowledge and experience gives Mr. Levine a perspective
that he is able to use to help the Audit Committee and Board understand the
highly technical issues management confronts on a daily basis and to serve as a
critical resource for management. Mr. Levine’s depth of business,
accounting and financial experience make him an excellent candidate as a member
of our Board.
21
Dr. Thomas
J. O’Brien has been a director and Audit Committee member since February
2006. Dr. O’Brien has served as a professor at the University since 1986
and as the Head of the Finance Department from 1999 until 2007. Prior to this,
Dr. O’Brien held positions at the University of North Carolina—Chapel Hill,
Duke University, University of North Carolina—Charlotte and Florida State
University. In addition to Dr. O’Brien’s distinguished career as a
professor, he has also written several books and has co-authored numerous papers
and articles covering topics in finance. Dr. O’Brien earned a Bachelor of
Arts degree in Economics from Davidson College. He received his MBA from the
University of Pennsylvania and holds a Ph.D in Finance from the University of
Florida. When he was elected as a director, Dr. O'Brien had established an
impressive academic record in finance, and was Head of the Finance Department at
the University of Connecticut. Dr. O’ Brien provides the Company with a wealth
of valuable academic finance knowledge and executive experience. His
continuing association with the University of Connecticut provides the Company
and the Audit Committee with a valuable state of the art finance
resource.
Set forth
below is information concerning our executive officers who are not
directors.
Daniel A.
Bergeron joined us in May 2003 as Vice President, Finance. On
August 5, 2003, he was appointed Vice President and Chief Financial Officer
and Secretary. From November 2002 through May 2003, he served as Vice
President and Chief Financial Officer of Allied Healthcare
International, Inc., a publicly-held provider of healthcare staffing
services. Mr. Bergeron served as Vice President and Chief Financial Officer
at Paragon Networks International, Inc., a telecommunications company, from
June 2000 to October 2002. From April 1998 to February 2000,
he served as Vice President and Chief Financial Officer of Tridex Corporation, a
publicly-held software company. From July 1987 to March 1998,
Mr. Bergeron held various financial reporting positions with
Dorr-Oliver Inc., an international engineering and manufacturing company,
including Vice President and Chief Financial Officer from 1994 to
March 1998. Mr. Bergeron holds a B.S. in Finance from Northeastern
University and a M.B.A. from the University of New Haven.
Thomas C.
Crainer joined us in 1986 as Plant Manager at the ITB division in
California and was promoted to General Manager in 1995 and Vice President and
General Manager in 2008. In 2000, Mr. Crainer became General Manager for
RBC Schaublin. In 2003, he returned to the U.S. to assume additional
responsibilities for our Heim Bearings, Engineered Component and Aircraft
Products facilities. He had previously been employed for six years at TRW
Bearing in Falconer, NY as Manufacturing Supervisor, Production Control Manager
and Manufacturing Manager. He received an undergraduate degree in Business
Administration from St. Bonaventure University and in 1991 he received an M.B.A.
from the University of Phoenix.
Richard J.
Edwards joined us as Manufacturing Manager for the Hartsville, South
Carolina facility in 1990. After holding the positions of Plant Manager for the
Hartsville Plant, and Director of Operations for the RBC Divisions, he was named
Vice President and General Manager for the RBC Divisions in 1996. Prior to
joining us, Mr. Edwards spent six years with the Torrington Company as
Materials Manager, and later Plant Superintendent in the Tyger River plant. He
holds a Bachelor of Science degree in Management from Arizona State
University.
Thomas J.
Williams joined us as Corporate General Counsel and Secretary in May
2006. From April 2001 through May 2006, he served as Assistant General
Counsel of Ingersoll-Rand Company, a publicly-held manufacturing company.
Mr. Williams was a member of the law firm of Pepe & Hazard LLP and was
with the firm from February 1999 to April 2001. From February 1998 to February
1999, Mr. Williams was engaged in the private practice of law and financial
planning. From August 1981 to February 1998, Mr. Williams served as Director of
International Taxes and subsequently as Associate General Counsel and Assistant
Secretary for The Stanley Works a publicly-held manufacturing company. From
October 1973 to August 1981 Mr. Williams was employed by the Internal Revenue
Service in Boston and New York as an Internal Revenue Agent and International
Examiner. Mr. Williams holds a B.S.B.A. in Accounting from Stonehill
College and a J.D. from Suffolk University and was a licensed certified public
accountant.
22
Thomas M.
Burigo joined us as Manager of Accounting in 2003. He was promoted
to Director of Accounting in 2005 and to Corporate Controller in 2006. From 1999
through 2002, he was employed by BrandDirect Marketing, Inc. as Director of
Financial Reporting. Mr. Burigo had previously been employed for 10 years by
Caldor Corporation, a publicly-held discount retail chain, holding various
accounting and financial reporting positions. He holds a Bachelor of Arts degree
in Mathematics from Boston College, an M.B.A in Accounting from Iona College and
is a licensed certified public accountant.
There are
no family relationships between any of our directors or executive
officers.
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
The
Compensation Committee has responsibility for determining the compensation of
the Company’s Chief Executive Officer (“CEO”) and for the review and approval of
the CEO’s recommendations regarding the compensation of other executive
officers. The Compensation Committee also has the sole authority to retain and
terminate any executive compensation consultants engaged to provide advice to
the Compensation Committee in discharging its responsibilities and to retain
other professional advisors, when necessary or appropriate. All goals and
objectives and related compensation decisions regarding executive officers other
than the CEO are determined in discussion with, and are based upon the
recommendation of, the CEO, who is in the best position to initially assess
performance. The Compensation Committee does not delegate any of this authority
discussed above to any other person or persons.
The
Compensation Committee evaluates the CEO’s performance, and makes all
determinations regarding compensation of the CEO, including the review and
approval of corporate goals and objectives related to the CEO’s compensation and
evaluating the performance of the CEO in light of agreed upon goals and
objectives and in accordance with the CEO’s July 1, 2005 Employment Agreement
and new April 4, 2010 Employment Agreement.
The
Compensation Committee, in consultation with the Board of Directors, the CEO and
senior management, also has the authority to develop and approve the Company’s
executive compensation philosophy, including the balance between or mix of base
salaries, cash and equity-based incentive compensation and other compensation
components for the CEO and other executive officers. The Compensation Committee
also makes recommendations to the full Board with respect to the compensation of
directors for service on the Board.
Compensation
Objectives and Philosophy
The
Company’s compensation program is designed to reward executives based on
favorable performance and results. Compensation policies and plans
(including benefits) are designed to attract and retain top quality and
experienced executives by providing the opportunity to earn competitive cash
compensation based on corporate, business unit and individual performance, plus
the opportunity to accumulate stock-based wealth commensurate with the long-term
growth and value created for RBC Bearings’ stockholders.
The
Company seeks to attract executive talent by offering competitive base salaries
and annual and long-term performance incentive opportunities. The
Company provides incentives that promote both the short and long-term financial
and strategic objectives of the Company. Achievement of short-term objectives is
rewarded through base salary and annual performance incentives, while long-term
incentive grants (primarily stock options and restricted stock) encourage
executives to focus on and align themselves with the Company’s long-term goals
as well. These incentives are based on financial objectives of importance to the
Company, including revenue and earnings growth and creation of stockholder
value. The Company’s compensation program also accounts for individual
performance, which enables the Company to differentiate among executives and
emphasize the link between personal performance and compensation.
The
Compensation Committee compares the Company’s senior management compensation
levels with those of a peer group of companies in industries related to the
Company and similar-size companies in the bearings industry.
The
companies in such peer group of companies are:
Bucyrus
International Inc.
Circor
International Inc
Ducommun
Inc.
Flow
International Corp.
Foster
(LB) Co.
Franklin
Electric Co. Inc.
GSI Group
Inc.
Hardinge
Inc.
23
Heico
Corp.
Intermagnetics
General Corp.
Kaydon
Corp.
MKS
Instruments Inc.
Newport
Corp.
NN
Inc.
Rofin
Sinar Technologies Inc.
Twin Disc
Inc.
In
addition, the Compensation Committee and senior management periodically review
the effectiveness and competitiveness of the Company’s executive compensation
structure with the assistance of independent consultants. Such consultants
generally report directly to the Compensation Committee; however, senior
management has engaged, and may in the future engage, compensation consultants,
subject to Compensation Committee approval and oversight.
The key
elements of executive compensation are base salary, annual performance incentive
awards and long-term incentive awards. The Compensation Committee targets the
base salary element to deliver compensation to each executive and all executives
as a group within the mid-level range of compensation for persons having similar
responsibilities at companies in the comparison group. The
Compensation Committee targets the annual performance incentive awards and
long-term incentive awards elements to deliver compensation to each executive
and all executives as a group that exceeds industry average ranges of
compensation for persons having similar responsibilities at companies in the
comparison group based on an assessment of performance by the
CEO. Based on the last competitive compensation assessment conducted
by compensation consultants for the Company, such incentive awards were targeted
at the 60th percentile of
industry average ranges in the aggregate as a group.
Compensation
Program Components
The
Compensation Committee regularly reviews and updates the Company’s compensation
program for the CEO and other executive officers to ensure that compensation
levels and benefits are competitive and reasonable using the guidelines
described above. The particular elements of the compensation program for the CEO
and other executive officers are set forth in more detail below.
Base
Salaries
The base
salary of the CEO is determined in accordance with the CEO’s July 1, 2005
Employment Agreement, and as of April 4, 2010 a new Employment Agreement. The
Compensation Committee annually reviews and approves the CEO’s recommendations
with respect to base salaries of other executive officers. In the case of the
other executive officers, the CEO and Compensation Committee take into account
the results achieved by the individual executive officer, his or her future
potential, scope of responsibilities and experience and competitive salary
practices. Base salary levels for the other executive officers are
primarily determined by the CEO and approved by the Compensation Committee at
levels the CEO and Compensation Committee deem appropriate to attract and retain
the level of competence necessary for the position. Annually, thereafter, base
salaries for the other executive officers are determined by an assessment
of the individual executive officer’s sustained performance, the impact of such
performance on the results of the Company, and such salary’s competitive
relationship to industry and market level considerations within the ranges the
Compensation Committee considers reasonable and necessary for that executive
officer position.
Annual
Incentive Compensation Plan
Under the
Company’s annual incentive compensation plan, the Company pays performance-based
annual incentive awards, the details of which are disclosed in the SUMMARY
COMPENSATION table below, focused on matching rewards with results.
In the
case of the CEO, and in accordance with the CEO’s July 1, 2005 Employment
Agreement, and as of April 4, 2010 a new Employment Agreement, the CEO is
entitled to an annual performance bonus equal to (x) a percentage of the CEO’s
base salary determined at the discretion of the Board of Directors if the
percentage of the Company’s actual EBITDA to plan is less than ninety percent
and (y) an amount ranging up to two hundred percent of the CEO’s base salary if
the percentage of the Company’s actual EBITDA to plan is one hundred ten percent
or higher.
The Vice
President and Chief Financial Officer, is eligible for an annual performance
bonus targeted to equal fifty percent of his base salary. The bonus
is determined at the discretion of the CEO if the percentage of the
Company’s actual EBITDA to plan is less than ninety percent and can reach up to
one hundred twenty five percent of the targeted annual performance bonus if the
percentage of the Company’s actual EBITDA to plan is one hundred five percent or
higher.
24
In the
case of executive officers in charge of operating segments, for the Company’s
2007 fiscal year each is eligible for a cash incentive bonus targeted to equal
fifty percent of base salary. The amount of the bonus is based on performance to
plan goal which is comprised of sales plus depreciation less total factory cost.
If one hundred percent of the established plan goal is achieved then the bonus
is equal to fifty percent of base salary. For each one percent of achievement
above or below the plan goal there is a corresponding five percent reduction or
increase to the bonus earned. A discretionary adjustment can also be made by the
CEO based on a subjective assessment of the individual performance.
In the
case of executive officers in charge of operating segments, for the Company’s
2008 fiscal year and beyond, each is eligible for a cash incentive bonus
targeted to equal sixty percent of base salary. The targeted percentage is made
up of three elements: (1) thirty percent of base salary upon achieving one
hundred percent of the established annual revenue and profit plan, with a
minimum threshold of more than eighty percent of plan, with an opportunity to
earn up to sixty percent of base salary if the achievement is equal to one
hundred and twenty percent of plan; (2) up to fifteen percent of base salary
based on year to year revenue growth achievement in excess that percentage equal
to two times U.S. Gross Domestic Product; and (3) up to fifteen percent of base
salary, at the discretion of the CEO, upon achievement of acceptable customer
service levels, development of human resources and the Company’s overall
performance.
Other
executive officers are entitled to an annual performance bonus targeted to equal
a percent of their base salary determined at the discretion of the CEO based on
the Company’s overall performance and the individual’s performance.
Long-Term
Equity Incentive Program
The
Company’s 2005 Long-Term Incentive Plan provides for grants of stock options,
restricted stock and other types of equity awards for executive officers and
other key managers. The objectives of the 2005 Long-Term Incentive Plan are to
align management and shareholder long-term interests by creating a strong and
direct long-term relationship between executive compensation and shareholder
returns. The Compensation Committee strongly believes that by providing those
individuals who have substantial responsibility for the management and growth of
the Company with an opportunity to increase their ownership of Company common
stock, the best interests of shareholders, executive officers and key managers
are more closely aligned. If equity incentives are to be awarded to executive
officers, the grant is based upon the perceived incentive that grant will
provide and the benefits that the grant may have on long-term shareholder value.
The determination of the number of shares granted is based upon the level and
contribution of the employee. Our directors, executive officers and certain
other employees are eligible for grants under the plan. The purpose of the plan
is to provide these individuals with incentives to maximize stockholder value
and otherwise contribute to our success and to enable us to attract, retain and
reward the best available persons for positions of responsibility.
The
Compensation Committee generally provides that equity incentives vest
over a period of three to five years which increases the long-term aspect of
these awards. As a result of the extended vesting schedule, the dollar value of
these stock-based incentives can appreciate to substantial amounts since there
is a longer time period for the Company stock price to appreciate. Further, the
Compensation Committee believes that the extended vesting of equity incentives
also promotes retention and spreads compensation expense over a longer term.
This expense is amortized over the vesting period of the equity incentive
subject to the provisions of FAS 123(R) (now ASC 718). Because the
Company’s tax deduction is based on the fair market value at the time
restrictions lapse, the after-tax cost of this program can be very favorable to
the Company based on future appreciation of Company common stock.
Stock
Options
Executives
(including the executive officers) receive nonqualified stock options
that:
|
|
•
|
have
an exercise price equal to the fair market value of common stock on the
date of grant;
|
|
|
|
|
|
•
|
typically
vest over a three to five-year period in equal amounts each year;
and
|
|
|
•
|
expire
seven years after the date of
grant.
|
Under
accounting rules, the value of the stock options at the time of grant is
expensed over the vesting period in the year the options are earned. When
executives exercise stock options, they are taxed at ordinary income tax rates
(subject to withholding) and the Company receives a corresponding tax
deduction.
Restricted
Shares
Executives
(including certain executive officers) receive restricted shares that typically
vest over a three to five year period in equal amounts each
year.
25
Under
accounting rules, the grant date fair value is expensed over the service/vesting
period based on the shares that are earned. The executives are taxed at ordinary
income tax rates (subject to withholding) when the shares vest, and the Company
receives a corresponding tax deduction.
As of the
end of the Company’s 2010 fiscal year, there remained 112,758 shares available
for issuance as restricted shares under the 2005 Long-Term Incentive
Plan.
For
further information regarding Base Salary, Annual Incentive and the Long-Term
Equity Incentive Program for the CEO and certain other executive officers, see
”Summary Compensation” below.
Retirement
Plans
The
Company does not maintain any pension programs for the benefit of the CEO or
other executive officers. The Company has a defined contribution plan under
Section 401(k) of the Internal Revenue Code for all of its employees
not covered by a collective bargaining agreement. The CEO and other executive
officers are entitled to participate in this 401(k) plan on the same terms and
conditions as all other eligible employees subject to a 5% of eligible employee
compensation participation limit for highly compensated employees. The plan is
funded by eligible participants through employee contributions and by the
Company through matching contributions equal to 30% of the first 6% of eligible
employee compensation. These employee matching contributions were suspended
by the Company on January 1, 2009 and reinstated on April 4, 2010 by the Company
through matching contributions equal to 10% of the first 3.5% of eligible
employee compensation.
Supplemental
Executive Retirement Plan
To
attract and retain highly qualified senior management executives, the Company
has adopted a Supplemental Executive Retirement Plan (“SERP”). The SERP is
a nonqualified supplemental pension plan for executives selected by the CEO that
provides pension benefits in excess of those provided by the Company’s 401(k)
plan discussed above. Effective September 1, 1996, the Company adopted a
non-qualified Supplemental Executive Retirement Plan (“SERP”) for a select group
of highly compensated management employees designated by the CEO. The SERP
allows eligible employees to elect to defer, until termination of their
employment, the receipt of up to twenty five percent of their current
compensation. The Company makes contributions equal to fifty percent of the
deferral amount, up to seven percent of the employees’ annual compensation,
which vest in full after three years of service following the effective date of
the SERP. The SERP was amended in August 2008, allowing eligible employees to
defer up to 75% of their current salary and up to 100% of bonus compensation.
Also, the vesting period was reduced to one year of service.
The
matching contributions were suspended by the Company on January 1, 2009 and will
be evaluated in the future for reinstatement based on economic
conditions.
Employment
Agreements
On July
1, 2005, the Company entered into an employment agreement with Michael J.
Hartnett, in connection with his appointment as President and CEO of the
Company. A copy of the agreement is filed as Exhibit 10.19 to
Amendment No. 4 to the Form S-1 Registration Statement dated August 8,
2005. On April 22, 2010 the Company entered into a new Employment
Agreement with Dr. Michael J. Hartnett, effective April 4, 2010, pursuant to
which Dr. Hartnett will continue to be employed as President, Chief
Executive Officer and Chairman of the Board of Directors of the Company. The new
Employment Agreement replaces the July 1, 2005 Employment Agreement, has a
two year initial term with automatic annual renewals thereafter, is
substantially similar to his current Employment Agreement and provides for (i)
the continuation of his current base salary and annual performance bonus formula
based on the Company’s performance in relation to an approved operating plan;
and (ii) an amended change in control provision consistent with those provisions
previously approved for other Executive Officers of the Company and discussed
under “Change-in-Control Compensation Agreement”. A copy of the April
4, 2010 new Employment Agreement is filed as Exhibit 10.19 to Current Report on
Form 8-K dated April 26, 2010. No other
executive officers have employment agreements and are employed “at
will”.
Perquisite
Programs
The
Company’s executive officers are eligible to participate in the Company’s
broad-based benefit programs, including health, disability and life insurance,
and relocation programs. The perquisites provided to the CEO are set forth in
Schedule A to the CEO’s July 1, 2005 Employment Agreement and the April 4, 2010
new Employment Agreement. Certain named executive officers may also receive
certain Company- provided perquisites including, reimbursement of certain
personal expenses, a leased vehicle or a vehicle allowance. These items are
intended to provide those executives with a competitive perquisite program. For
further information regarding specific perquisites provided to the named
executive officers, see “Summary Compensation” below.
26
Change-in-Control
Compensation Agreement
Change-in-control
compensation agreements generally protect income for key executives who would
likely be involved in decisions regarding and/or successful implementation of
merger/acquisition activity and who are at risk for job loss if a takeover
occurs. We believe it is in the best interests of the Company and its
stockholders to have such an agreement with our CEO and other executive officers
in order (i) for the Board to be able to receive and rely upon the
executive’s advice and counsel as to the best interests of the Company and its
shareholders without concern that they might be distracted or influenced by the
personal uncertainties and risks created by merger and/or acquisition proposals
or threats, and (ii) to encourage them to remain with the Company and to
continue to devote full attention to the Company’s business.
The April
4, 2010 new Employment Agreement with Michael J. Hartnett
provides that in the event of his termination of employment due to a
Change-in-control of the Company, he will generally be entitled to a payment
equal to 2.5 times his annual base salary plus 2.5 times his target incentive
compensation in effect at termination.
On February 1,
2010, the Company entered into Change in Control Letter
Agreements with Daniel A. Bergeron, Thomas Burigo, Thomas C. Crainer, Richard J.
Edwards, and Thomas J. Williams. Each Change in Control Letter Agreement
entitles the executive to severance benefits if his employment with the Company
is terminated under certain circumstances within 24 months after a change in
control of the Company. The amount of severance will generally be equal to
150% of the executive’s annual base salary plus 150% of the executive’s target
incentive compensation in effect at termination. In addition, each
executive will be entitled to a pro-rata annual bonus for the year in which his
termination of employment occurs and to continue participating in the Company’s
welfare benefit programs for up to 18 months following his termination of
employment. The Change in Control Agreements also commit the executives to
remain employed with the Company in the event of a tender or exchange offer and
includes a non-compete covenant for 12 months following the executive’s
termination of employment due to a change in control.
The form of the Change in
Control Letter Agreement entered into with each of the named executives is
attached as Exhibit 10.1 to Form 10-Q filed February 1,
2010.
In
addition, the restricted stock grants and stock options owned by Michael J.
Hartnett and the other executive officers, contain change-in-control provisions.
If a Holder ceases to be an employee because he or she is terminated
without cause (as defined in the 2005 Long-Term Incentive Plan) within 18 months
after a change-in-control (as defined in the 2005 Long-Term Incentive Plan ),
all then unvested restricted stock and stock options shall vest on the date the
Holder ceases to be an employee. In addition, if there is a change-in-control of
the Company or similar event, the Compensation Committee may, in its discretion,
provide for the lapsing of restrictions on a participant’s restricted stock and
the vesting of stock options on such terms and conditions as it deems
appropriate.
Compensation
Committee Policy Regarding Compliance with Section 162 (m) of the
Internal Revenue Code of 1986 (the “Code”)
Section
162(m) of the Internal Revenue Code (the “Code”) precludes a public corporation
from taking a deduction for compensation in excess of $1 million in any taxable
year for its chief executive officer or any of its four other highest paid
executive officers, unless certain specific and detailed criteria are
satisfied.
The
Compensation Committee considers the anticipated tax treatment to the Company
and the executive officers in its review and establishment of compensation
programs and payments. The deductibility of some types of compensation payments
can depend upon the timing of an executive’s vesting or exercise of previously
granted rights. Interpretations of and changes in applicable tax laws and
regulations as well as other factors beyond the Compensation Committee’s control
also can affect deductibility of compensation. For these and other reasons, the
Compensation Committee has determined that it will not necessarily seek to limit
executive compensation to that deductible under Section 162(m) of the
Code.
The
Compensation Committee will continue to monitor developments and assess
alternatives for preserving the deductibility of compensation payments and
benefits to the extent reasonably practicable, consistent with its compensation
policies and as determined to be in the best interests of the Company and its
stockholders.
27
Compensation
Committee Interlocks and Insider Participation
The
members of the Compensation Committee for the 2010 fiscal year were Richard R.
Crowell, Alan B. Levine and Amir Faghri. No member of the Compensation Committee
was at any time during fiscal year 2010 or at any other time an officer or
employee of the Company, and no member had any relationship with the Company
requiring disclosure as a related-party transaction in the section “Certain
Relationships and Related Transactions” of this proxy statement. No executive
officer of the Company has served on the board of directors or compensation
committee of any other entity that has or has had one or more executive officers
who served as a member of the Board or the Compensation Committee during fiscal
year 2010.
COMPENSATION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The
Compensation Committee of the Board of Directors has reviewed and discussed with
management the Compensation Discussion and Analysis. Based on that review and
discussion, the members of the Compensation Committee identified below
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this proxy statement.
Respectfully
submitted,
The
Compensation Committee of the Board of Directors of RBC Bearings
Incorporated
Richard
R. Crowell (Chairman)
Alan B.
Levine
Dr. Amir
Faghri
SUMMARY
COMPENSATION
|
Change in
|
|||||||||||||||||||||||||||||
|
Pension Value
|
|||||||||||||||||||||||||||||
|
and
|
|||||||||||||||||||||||||||||
|
Nonqualified
|
|||||||||||||||||||||||||||||
|
Non-Equity
|
Deferred
|
||||||||||||||||||||||||||||
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other
|
|||||||||||||||||||||||||
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
||||||||||||||||||||||
|
Name
and Principal
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||||
|
(a)
|
(b)
|
(c)(1)
|
(d)(2)
|
(e)(3)
|
(f)(3)
|
(g)(4)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||
|
Michael
J. Hartnett
|
2010
|
643,580 | - | 568,250 | 846,000 | - | (10) | - | 31,483 | (5) | 2,089,313 | ||||||||||||||||||
|
2009
|
668,156 | - | 509,250 | 767,000 | 830,142 | - | 48,887 | (5) | 2,823,435 | ||||||||||||||||||||
|
2008
|
635,506 | - | 797,750 | 1,274,000 | 1,312,684 | - | 103,489 | (5) | 4,123,429 | ||||||||||||||||||||
|
Daniel
A. Bergeron
|
2010
|
248,200 | - | 68,190 | 169,200 | - | (10) | - | 6,000 | (6) | 491,590 | ||||||||||||||||||
|
2009
|
260,000 | - | 61,110 | 153,400 | 90,000 | - | 20,930 | (6) | 585,440 | ||||||||||||||||||||
|
2008
|
245,500 | - | 95,730 | 254,800 | 135,000 | - | 18,324 | (6) | 749,354 | ||||||||||||||||||||
|
Thomas
C. Crainer
|
2010
|
240,986 | - | 68,190 | 211,500 | - | (10) | - | 6,647 | (7) | 527,323 | ||||||||||||||||||
|
2009
|
255,000 | - | 61,110 | 191,750 | 114,750 | - | 19,423 | (7) | 642,033 | ||||||||||||||||||||
|
2008
|
221,750 | - | 95,730 | 318,500 | 140,000 | - | 25,957 | (7) | 801,937 | ||||||||||||||||||||
|
Richard
J. Edwards
|
2010
|
230,320 | - | 68,190 | 169,200 | - | (10) | - | 7,417 | (8) | 475,127 | ||||||||||||||||||
|
2009
|
245,000 | - | 61,110 | 153,400 | 50,000 | - | 16,432 | (8) | 525,942 | ||||||||||||||||||||
|
2008
|
238,333 | - | 63,820 | 152,880 | 75,000 | - | 20,950 | (8) | 550,983 | ||||||||||||||||||||
|
Thomas
J. Williams
|
2010
|
194,465 | - | 34,095 | 84,600 | - | (10) | - | - | (9) | 313,160 | ||||||||||||||||||
|
2009
|
206,625 | - | 30,555 | 76,700 | 45,000 | - | 2,402 | (9) | 361,282 | ||||||||||||||||||||
|
2008
|
197,917 | - | - | 127,400 | 90,000 | - | 12,231 | (9) | 427,548 | ||||||||||||||||||||
28
|
(1)
|
Column
(c) includes amounts deferred by the officer pursuant to a 401(k)
Plan.
|
|
(2)
|
Bonuses
for fiscal 2009 and fiscal 2008 were paid under the Company’s incentive
compensation plan and are reflected in column
(g).
|
|
(3)
|
The
amounts in columns (e) and (f) represent the fair market value on the date
of grant of restricted shares and non qualified stock options granted each
year.
|
On
December 16, 2009, the Securities and Exchange Commission (SEC) approved new
proxy disclosure rules for Proxy Statements issued after February 28, 2010. The
revised rules require that the summary compensation table include the aggregate
grant date fair value of all stock and option awards granted in each year,
rather than attributing the cost to a particular year as determined in
accordance with FAS 123(R) (now ASC 718), which was the method of valuing the
grants in previous Proxy Statements.
|
(4)
|
The
amounts in column (g) consist of annual cash bonuses earned in fiscal 2009
and fiscal 2008 and paid in the following fiscal year under the Company’s
incentive compensation plan. See also note (10)
below.
|
|
(5)
|
Consists
of a leased vehicle of $1,483 in fiscal 2010, $2,278 in fiscal 2009 and
$3,580 in fiscal 2008, employer match contributed to Mr. Hartnett’s
SERP account of $43,756 in fiscal 2008, healthcare expense reimbursed of
$16,609 in fiscal 2009, Company-paid life insurance premiums of $29,100 in
fiscal 2008, and reimbursement of personal expenses per Mr.
Hartnett’s employment agreement of $30,000 in fiscal 2010 and fiscal 2009
and $27,053 in fiscal 2008.
|
|
(6)
|
Consists
of a vehicle allowance of $6,000 in fiscal 2010, fiscal 2009 and fiscal
2008, employer match contributed to Mr. Bergeron’s SERP account of $12,024
in fiscal 2009, $12,324 in fiscal 2008, and employer match contributions
to Mr. Bergeron’s 401(k) account of $2,906 in fiscal
2009.
|
|
(7)
|
Consists
of employer match contributed to Mr. Crainer’s 401(k) account of $598 in
fiscal 2009, $5,848 in fiscal 2008, employer match contributed to Mr.
Crainer’s SERP account of $11,870 in fiscal 2009 and $13,122 in fiscal
2008 , Company-paid life insurance premiums of $783 in fiscal 2010, fiscal
2009 and fiscal 2008, a leased vehicle of $1,343 in fiscal 2010 and $1,204
in fiscal 2009 and fiscal 2008, healthcare expense reimbursements of
$4,521 in fiscal 2010, $4,968 in fiscal 2009 and $5,000 in fiscal
2008.
|
|
(8)
|
Consists
of employer match contributed to Mr. Edwards’ 401(k) account of $3,209 in
fiscal 2009 and $4,372 in fiscal 2008, employer match contributed to Mr.
Edwards’ SERP account of $6,188 in fiscal 2009 and $5,128 in fiscal 2008,
Company-paid life insurance premiums of $1,805 in fiscal 2010, fiscal 2009
and fiscal 2008, and a leased vehicle of $5,612 in fiscal 2010, $5,230 in
fiscal 2009 and $9,645 in fiscal
2008.
|
|
(9)
|
Consists
of employer match contributed to Mr. Williams’ 401(k) account of $2,402 in
fiscal 2009 and $2,810 in fiscal 2008, and employer match contributed to
Mr. Williams’ SERP account of $9,421 in fiscal
2008.
|
|
(10)
|
Cash
bonuses for fiscal 2010, if any, to be determined at next meeting of
Compensation Committee scheduled for October
2010.
|
29
GRANTS
OF PLAN-BASED AWARDS
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
All Other
Stock
Awards:
Number
of Shares
of
Stock or
Units
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
|
Exercise
or Base
Price of
Option
Awards
|
Grant
Date Fair
Value of
Stock
and
Stock
Option
Awards
|
|||||||||||||||||||||||||||||||||||||
|
Grant
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
||||||||||||||||||||||||||||||||||||
|
Name
|
Date
|
($)
|
($)
|
($)
|
(#)
|
(#)
|
(#)
|
(#)(8)
|
(#)
|
($/Sh)(8)
|
($)(9)
|
|||||||||||||||||||||||||||||||
|
Michael
J. Hartnett
|
- | (1) | 726,374 | (2) | 1,452,748 | (3) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | 25,000 | - | - | 568,250 | ||||||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | - | 100,000 | 22.73 | 846,000 | ||||||||||||||||||||||||||||||||
|
Daniel
A. Bergeron
|
- | (4) | 138,750 | (5) | 173,438 | (6) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | 3,000 | - | - | 68,190 | ||||||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | - | 20,000 | 22.73 | 169,200 | ||||||||||||||||||||||||||||||||
|
Thomas
C. Crainer
|
- | - | 160,500 | (7) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | 3,000 | - | - | 68,190 | ||||||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | - | 25,000 | 22.73 | 211,500 | ||||||||||||||||||||||||||||||||
|
Richard
J. Edwards
|
- | - | 153,000 | (7) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | 3,000 | - | - | 68,190 | ||||||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | - | 20,000 | 22.73 | 169,200 | ||||||||||||||||||||||||||||||||
|
Thomas
J. Williams
|
- | - | 86,400 | (10) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | 1,500 | - | - | 34,095 | ||||||||||||||||||||||||||||||||
|
11/16/2009
|
- | - | - | - | - | - | - | 10,000 | 22.73 | 84,600 | ||||||||||||||||||||||||||||||||
|
(1)
|
Under
the Annual Incentive Compensation Plan, if the target is not met, the
amount of the award is at the discretion of the Board of Directors. For
fiscal 2008 and fiscal 2009 the Company EBITDA performance was equal to
103.5% and 93.9% respectively.
|
|
(2)
|
Equals
100% of base salary (90% to 99.9% of EBITDA to
plan).
|
|
(3)
|
Equals
200% of base salary (110% or greater of EBITDA to plan). (The payout would
equal 150% of base salary if the Company achieves 100% to 109.9% of EDITDA
to plan).
|
|
(4)
|
If
the target is not met, the amount of the award is at the discretion of the
CEO.
|
|
(5)
|
Equals
50% of base salary (90% to 104.9% of EBITDA to
plan).
|
|
(6)
|
Equals
125% of target (105% or higher of EBITDA to
plan).
|
|
(7)
|
Target
is 60% of base salary. The targeted percentage is made up of
three elements: (1) thirty percent of base salary upon achieving one
hundred percent of the established annual revenue and profit plan, with a
minimum threshold of more than eighty percent of plan and an opportunity
to earn up to sixty percent of base salary if the achievement is equal to
one hundred and twenty percent of plan; (2) up to fifteen percent of base
salary based on year to year revenue growth achievement in excess of that
percentage equal to two times U.S. Gross Domestic Product; and (3) up to
fifteen percent of base salary, at the discretion of the CEO, upon
achievement of acceptable customer service levels, development of human
resources and the Company’s overall performance. For fiscal 2009, Mr.
Crainer’s and Mr. Edwards’ bonus includes the maximum earned portion under
element (3) based on a subjective evaluation of performance by the
CEO.
|
30
|
(8)
|
Awarded
under the 2005 Long-Term Equity Incentive Program. The Grant Date Fair
Value for option awards is based on the grant date closing price of
$22.73.
|
|
(9)
|
Awarded
under the 2005 Long-Term Equity Incentive Program. The Grant Date Fair
Value is based on assumptions described in Note 15 to the Company’s
audited consolidated financial statements for the fiscal year ended April
3, 2010 included in the Company’s Annual Report on Form 10-K filed with
the SEC on May 27, 2010. The weighted average fair value per share of
options granted in fiscal 2010 was
$8.46.
|
|
(10)
|
Target
is 40% of base salary. The actual amount is determined at the discretion
of the CEO based on the Company’s overall performance and the individual’s
performance.
|
The
following descriptions of our equity plans and employment agreement
with Mr. Hartnett is necessary to an understanding of the Summary
Compensation Table and Grants of Plan Based Awards Table above.
Mr.
Hartnett Employment Agreement
On
July 1, 2005, we entered into an employment agreement with Mr.
Hartnett. Under the terms of the employment agreement, Mr. Hartnett was
employed as our Chief Executive Officer. On April 22, 2010 the Company entered
into a new Employment Agreement with Mr. Hartnett, effective April 4, 2010,
pursuant to which Mr. Hartnett will continue to be employed as President, Chief
Executive Officer and Chairman of the Board of Directors of the Company. The new
Employment Agreement replaces the July 1, 2005 Employment
Agreement. Mr. Hartnett’s new Employment Agreement has a two year
initial term with automatic annual renewals thereafter.
Mr.
Hartnett’s current employment agreement provides for a base salary effective
April 4, 2010 of $60,531 per month. Mr. Hartnett’s base salary is
subject to an automatic annual increase effective December 1 of each year
during the term in a percentage amount equal to the greater of (i) five
percent (5%) or (ii) the percentage change in the consumer price index for
the prior year. Mr. Hartnett is also entitled to an annual performance
bonus with respect to each fiscal year during which he remains an employee in an
amount determined as a percentage of Mr. Hartnett’s base salary, based on
the amount by which our performance exceeds (or fails to meet) EBITDA targets in
an operating plan. Upon signing the current employment agreement, Mr. Hartnett
was provided with a $500,000 retention payment and 25,000 share restricted stock
grant.
Mr.
Hartnett’s current employment agreement also contains non-competition provisions
prohibiting Mr. Hartnett from competing against us during the term of the
employment agreement and for two years thereafter without our prior written
consent. Mr. Hartnett is also entitled to certain additional benefits
(beyond those generally available to our employees) including medical and
hospitalization insurance and additional life insurance. We are also required to
maintain an apartment in Los Angeles for use by Mr. Hartnett while on
business.
1998
Stock Option Plan
Effective
February 18, 1998, we adopted the RBC Bearings Incorporated (f/k/a Roller
Bearing Holding Company, Inc.) 1998 Stock Option Plan. The terms of the
1998 option plan provide for the grant of options to purchase up to 8,413,900
shares of common stock to officers and employees of, and consultants (including
members of the Board) to the Company and our subsidiaries. Options granted may
be either incentive stock options (under Section 422 of the Internal
Revenue Code) or non-qualified stock options. The 1998 option plan is to be
administered by our Board or a committee to which the Board delegates its
responsibilities. As of July 1, 2010, there were no outstanding options. The
1998 Stock Option Plan has been frozen and no additional stock options will be
awarded pursuant to the plan.
The
exercise price of options granted under the 1998 option plan was determined by
our Board, but in no event was less than 100% of the Fair Market Value (as
defined in the 1998 option plan) of the common stock on the date of grant.
Options granted under the 1998 option plan may be exercised during the period
set forth in the agreement pursuant to which the options are granted, but in no
event more than ten years following grant.
The 1998
Stock Option Plan provides that the number of shares for which outstanding
options shall be exercisable, and the exercise price thereof, shall be adjusted
upon the happening of stock dividends, stock splits, recapitalizations and
certain other capital events regarding our Company or the common stock. Upon any
merger, consolidation or combination where shares of common stock are converted
into cash, securities or other property, outstanding options shall be converted
into the right to receive upon exercise the consideration as would have been
payable in exchange for the shares of common stock underlying such options had
such options been exercised prior to such event.
31
Options
granted under the 1998 option plan are not transferable by the holders thereof
except by the laws of descent and distribution. Our Board has the right to
establish such rules and regulations concerning the 1998 option plan and to
make such determinations and interpretations of the terms thereof as it deems
necessary or advisable.
2001
Stock Option Plan
The RBC
Bearings Incorporated (f/k/a Roller Bearing Holding Company, Inc.) 2001
Stock Option Plan was adopted in fiscal 2002 and amended and restated on
October 24, 2003. The terms of the 2001 option plan provide for the grant
of options to purchase up to 1,008,553 shares of common stock to officers and
employees of, and consultants (including members of our Board) to, the Company
and our subsidiaries selected by the CEO to participate in the plan. Options
granted may be either incentive stock options (under Section 422 of the
Internal Revenue Code) or non-qualified stock options. The 2001 option plan,
which expires in July 2011, is to be administered by our Board or a
committee to which the Board delegates its responsibilities. As of July 1, 2010,
there were outstanding options to purchase 107,300 shares of common stock
granted under the 2001 option plan, all of which were exercisable. The 2001
Stock Option Plan has been frozen and no additional stock options will be
awarded pursuant to the plan.
The
exercise price of options granted under the 2001 option plan was determined by
the Board, but in no event was less than 100% of the Fair Market Value (as
defined in the 2001 option plan) of the common stock on the date of grant.
Options granted under the 2001 option plan may be exercised during the period
set forth in the agreement pursuant to which the options are granted, but in no
event more than ten years following grant.
The 2001
Stock Option Plan provides that the number of shares for which outstanding
options shall be exercisable, and the exercise price thereof, shall be adjusted
upon the happening of stock dividends, stock splits, recapitalizations and
certain other capital events regarding our Company or the common stock. Upon any
merger, consolidation or combination where shares of common stock are converted
into cash, securities or other property, outstanding options shall be converted
into the right to receive upon exercise the consideration as would have been
payable in exchange for the shares of common stock underlying such options had
such options been exercised prior to such event.
Options
granted under the 2001 option plan are not transferable by the holders thereof
except (1) by the laws of descent and distribution, (2) transfers to
members of any holder’s immediate family (which for purposes of the 2001 option
plan shall be limited to the participant’s children, grandchildren and spouse),
(3) to one or more trusts for the benefit of such family members, or
(4) to partnerships or limited liability companies in which such family
members and/or trusts are the only partners or members; provided, that options
may be transferred pursuant to sections (2) through (4) hereof only if
the option expressly so provides, or as otherwise approved by the Chief
Executive Officer or the Board in their discretion. Our Board has the right to
establish such rules and regulations concerning the 2001 option plan and to
make such determinations and interpretations of the terms thereof as it deems
necessary or advisable.
2005
Long-Term Equity Incentive Plan
We
adopted our 2005 Long-Term Incentive Plan effective upon the completion of our
initial public offering in August 2005. The plan provides for grants of
stock options, stock appreciation rights, restricted stock and performance
awards. Our directors, officers and other employees and persons who engage in
services for us are eligible for grants under the plan. The purpose of the plan
is to provide these individuals with incentives to maximize stockholder value
and otherwise contribute to our success and to enable us to attract, retain and
reward the best available persons for positions of responsibility.
2,239,170
shares of our common stock were authorized for issuance under the plan, subject
to adjustment in the event of a reorganization, stock split, merger or similar
change in our corporate structure or the outstanding shares of common stock. Of
this amount, 683,502 options were awarded to Mr. Hartnett at the time of
our initial public offering in August 2005 at the offering price of $14.50
per share and the remainder was reserved for grants to our employees and
directors at the discretion of our Compensation Committee. During
fiscal 2008, the Company issued an additional 356,200 options and 49,250
restricted stock grants. During fiscal 2009, the Company issued an additional
198,500 options and 43,500 restricted stock grants. During fiscal 2010, the
Company issued an additional 363,000 options and 41,000 restricted stock
grants. As of July 1, 2010, the 2005 Long-Term Incentive Plan had
87,758 stock options or other equity awards available for issuance. We may grant
shares of restricted stock to our employees and directors in the future under
the plan. Our Compensation Committee administers the plan. Our Board also has
the authority to administer the plan and to take all actions that the
Compensation Committee is otherwise authorized to take under the plan. The terms
and conditions of each award made under the plan, including vesting
requirements, will be set forth consistent with the plan in a written agreement
with the grantee.
32
Stock Options.
Under the plan, the Compensation Committee or the Board may award grants of
incentive stock options and other non-qualified stock options. The Compensation
Committee also has the authority to grant options that will become fully vested
and exercisable automatically upon a change in control. The Compensation
Committee may not, however, award to any one person in any calendar year options
to purchase common stock equal to more than 10% of the total number of shares
authorized under the plan (other than the initial award to Mr. Hartnett
discussed above), and it may not award incentive stock options first exercisable
in any calendar year whose underlying shares have a fair market value greater
than $100,000 determined at the time of grant.
The
Compensation Committee will determine the exercise price and term of any option
in its discretion, provided that, the exercise price may not be less than 100%
of the fair market value of a share of common stock on the date of grant. In the
case of any incentive stock option, the option must be exercised within
10 years of the date of grant. The exercise price of an incentive stock
option awarded to a person who owns stock constituting more than 10% of our
voting power may not be less than 110% of such fair market value on such date
and the option must be exercised within five years of the date of
grant.
Restricted Stock.
Under the plan, the Compensation Committee may award restricted stock, subject
to the conditions and restrictions, and for the duration that it determines in
its discretion. All of the 87,758 shares available for issuance are available to
be used for restricted stock awards.
Stock Appreciation
Rights. The Compensation Committee may grant stock
appreciation rights, or SARs, subject to the terms and conditions contained in
the plan. Under the plan, the exercise price of a SAR must equal the fair market
value of a share of our common stock on the date the SAR was granted. Upon
exercise of a SAR, the grantee will receive an amount in shares of our common
stock equal to the difference between the fair market value of a share of common
stock on the date of exercise and the exercise price of the SAR, multiplied by
the number of shares as to which the SAR is exercised.
Performance
Awards. The Compensation Committee may grant performance
awards contingent upon achievement of set goals and objectives regarding
specified performance criteria, over a specified performance cycle. Awards may
include specific dollar-value target awards, performance units, the value of
which is established at the time of grant, and/or performance shares, the value
of which is equal to the fair market value of a share of common stock on the
date of grant. The value of a performance award may be fixed or fluctuate on the
basis of specified performance criteria. A performance award may be paid out in
cash and/or shares of common stock or other securities.
Amendment and Termination of the
Plan. The Board may amend or terminate the plan in its
discretion, except that no amendment will become effective without prior
approval of our stockholders if such approval is necessary for continued
compliance with the performance-based compensation exception of
Section 162(m) of the Internal Revenue Code or any stock exchange or
NASDAQ listing requirements. If not previously terminated by the Board, the plan
will terminate on the tenth anniversary of its adoption.
On
March 29, 2006, we accelerated vesting with respect to all outstanding
options and warrants under our existing stock option plans. Such acceleration
was approved by our Board. As of July 1, 2010, there were 1,850,502 outstanding
stock options, 1,040,213 of which were exercisable.
The
Company does not have an established quantitative formula to determine the
number of shares of stock options and/or restricted shares granted to each named
executive officer. The grants are based on the Compensation Committee’s
subjective evaluation based on an understanding and assessments of each
individual named executive officer and a comparison to the competitive market
for executive compensation. The factors taken into consideration by the
Compensation Committee with respect to grants to named executive officers of
stock options and/or restricted shares include the named executive’s
responsibilities, experience level, retention risk, tenure, job
performance and achievement of short-term and long-term goals.
The
Compensation Committee typically reviews approval of equity grants on an annual
fiscal year basis. The timing of the meeting is scheduled to allow the
Compensation Committee to review prior year performance and assemble all
necessary information. Grants are generally scheduled to follow release of
earnings for the applicable quarter. The date is not selected or changed to
increase the value of stock option awards for executives or
directors.
33
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||||||||||||||||||||||||||
|
Number of
Securities
Underlying
Unexercised
Options
|
Number of
Securities
Underlying
Unexercised
Options
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
|
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
|
||||||||||||||||||||||||||||
| (#) |
(#)
|
(#)
|
($)
|
|
(#)
|
($)(1)
|
(#)
|
($)
|
||||||||||||||||||||||||||||
|
Name
|
Exercisable
|
Unexercisable
|
||||||||||||||||||||||||||||||||||
|
Michael
J. Hartnett
|
533,502 | - | - | 14.50 |
8/10/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| 40,000 | - | - | 22.66 |
7/12/2013
|
- | - | - | - | ||||||||||||||||||||||||||||
| 40,000 | 60,000 | (2) | - | 31.91 |
2/12/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| 33,333 | 66,667 | (3) | - | 20.37 |
11/11/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| - | 100,000 | (4) | - | 22.73 |
11/16/2016
|
- | - | - | ||||||||||||||||||||||||||||
| - | - | - | - | - | 15,000 | (17) | 475,950 | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 16,667 | (18) | 528,844 | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 25,000 | (26) | 793,250 | - | - | |||||||||||||||||||||||||||
|
Daniel
A. Bergeron
|
18,000 | 12,000 | (5) | - | 22.66 |
7/12/2013
|
- | - | - | - | ||||||||||||||||||||||||||
| 8,000 | 12,000 | (6) | - | 31.91 |
2/12/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| 6,666 | 13,334 | (7) | - | 20.37 |
11/11/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| - | 20,000 | (8) | - | 22.73 |
11/16/2016
|
- | - | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 2,000 | (19) | 63,460 | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 1,800 | (20) | 57,114 | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 2,000 | (21) | 63,460 | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 3,000 | (22) | 95,190 | - | - | |||||||||||||||||||||||||||
|
Thomas
C. Crainer
|
12,500 | - | - | 12.00 |
7/1/2012
|
- | - | - | - | |||||||||||||||||||||||||||
| 12,000 | 8,000 | (9) | - | 22.66 |
7/12/2013
|
- | - | - | - | |||||||||||||||||||||||||||
| 10,000 | 15,000 | (10) | - | 31.91 |
2/12/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| 8,333 | 16,667 | (11) | - | 20.37 |
11/11/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| - | 25,000 | (12) | - | 22.73 |
11/16/2016
|
- | - | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 2,000 | (19) | 63,460 | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 1,800 | (20) | 57,114 | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 2,000 | (21) | 63,460 | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 3,000 | (22) | 95,190 | - | - | |||||||||||||||||||||||||||
|
Richard
J. Edwards
|
7,500 | - | - | 8.00 |
3/19/2014
|
- | ||||||||||||||||||||||||||||||