On March13, 2017, the Compensation Committee of our Board of Directors established performance criteria and goals for, and target amounts payable under, our Senior Executive Short-Term Incentive Plan (the STIP) for fiscal year 2018, for Gregory Woods, our President and Chief Executive Officer, John Jordan, our Vice President and Chief Financial Officer, Joseph OConnell, our Vice President Business Development and former Chief Financial Officer, and Michael Morawetz, our Vice President International Branches. We refer to Messrs. Woods, Jordan, OConnell, and Morawetz, collectively, as the participants.
The amounts payable under the STIP for fiscal year 2018 to each of the participants is based on the achievement of corporate performance goals as follows:
60% is tied to our fiscal year 2018 revenue; and
40% is tied to our fiscal year 2018 operating income.
Performance with respect to each specific performance goal will be calculated independently to determine the amount of the award for each performance goal (each, an Award Component). The total award earned by a participant for fiscal year 2018 will be equal to the sum of the separate Award Components determined for each performance goal. The Award Components related to fiscal year 2018 revenue and operating income will be independently adjusted by an Adjustment Factor as follows:
If our fiscal year 2018 revenue exceeds the revenue performance goal, the Adjustment Factor for that Award Component will be 1plus20% for each $1million by which actual performance exceeds the performance goal, up to a maximum bonus of 250% of the target bonus allocated to that Award Component. If our fiscal year 2018 revenue is less than the revenue performance goal, the Adjustment Factor for that Award Component will be 1minus20% for each $1million by which actual performance is less than the revenue performance goal, such that no bonus will be paid under the STIP with respect to the revenue Award Component if our fiscal year 2018 revenue is less than the performance goal by $5million or more.
If our fiscal year 2018 operating income exceeds the operating income performance goal, the Adjustment Factor for that Award Component will be 1plus10% for each 1.757% by which actual performance exceeds the performance goal, up to a maximum bonus of 250% of the target bonus amount allocated to that Award
Component. If our fiscal year 2018 operating income is less than the operating income performance goal, the Adjustment Factor for that Award Component will be 1minus10% for each 1.757% by which actual performance is less than the operating income performance goal, such that no bonus will be paid under the STIP with respect to the operating income Award Component if our fiscal year 2018 operating income is equal to or less than 82.43% of the performance goal.
The amount of a participants award under the STIP for fiscal year 2018 will be credited to a book account we maintain (the Award Bank). The resultant balance in the participants account after crediting the amount of award (the Bank Balance) will then be used to determine the participants Payout Amount for the plan year.
The Payout Amount is equal to the sum of (i)the lesser of (A)the participants actual award for the plan year or (B)the participants target award for the plan year (Base Award)
(ii)30% of the participants Bank Balance (after deduction of the amount of the Base Award). Thus, only 30% of the amount in excess of the target award will be paid out currently and 70% of such excess will be banked and paid out in subsequent years in accordance with the foregoing formula, provided the participant remains employed by us.
If a participants employment is terminated for any reason other than death, disability, or retirement, then the participant will forfeit any interest in the participants Bank Balance. A participants Bank Balance will vest in full and become immediately payable in the event of termination of a participants employment due to the participants death, disability or retirement. A participants Bank Balance will also vest in full and become payable if we undergo a change in control.
The following table sets forth, for each of the participants, the percentage of base salary (the Target Award Percentage) that will constitute the participants aggregate target award under the STIP for fiscal year 2018.
All payments and awards will be subject to the other provisions and limitations of the STIP, including:
Aggregate annual awards under the STIP may not exceed 15% of our consolidated operating income for the applicable fiscal year, determined without deduction for the payment of awards under the STIP.
Aggregate awards earned must be fully accounted for when determining whether a performance goal based upon operating income has been achieved.
Also on March13, 2017, the Compensation Committee approved adjustments to the salaries, effective as of April1, 2017, for each of the participants, as follows:
Cash compensation paid to Mr.Morawetz is paid in Euros. The amount reported above was converted to U.S. dollars at an assumed exchange rate of approximately 1:$1.058.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:March 17, 2017
/s/ John P. Jordan
John P. Jordan
Vice President, Chief Financial
Officer and Treasurer
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