SHS » Topics » Non-Equity Incentive Compensation

This excerpt taken from the SHS DEF 14A filed Apr 29, 2008.

Non-Equity Incentive Compensation

        The Non-Equity Incentive Compensation represents amounts granted to and earned by the Named Executive Officers under the Company's Annual Incentive Award program. The Annual Incentive Award

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program is performance-based and is tied to the Company's performance against pre-determined targets for Earnings Before Interest & Taxes (EBIT) margins.

        Annual Incentive Award payouts are based on a range of 25% to 200% of pre-established payout targets depending upon EBIT margin performance. Below certain minimum threshold EBIT margin levels, there is no payout under the Annual Incentive Award program.

        Mr. Wilcox's 2007 Annual Incentive Award was forfeited upon his termination from service. However, he did receive a Pro-Rata Annual Incentive Payout under the terms of his Employment Agreement.

        In 2007, base salary made up roughly 43%, 47%, 48%, 60%, 46%, 24% and 51% of the Total Compensation for Messrs. Anderson, Schmidt, Cornett, Kittel, Schramm, Wilcox and Lyhne, respectively. Also in 2007, performance-based stock awards and non-equity incentive plan grants made up roughly 33%, 46%, 45%, 31%, 46%, and 30% of the Total Compensation for Messrs. Anderson, Schmidt, Cornett, Kittel, Schramm, and Lyhne, respectively.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

 
  Stock Awards
Name

  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
($)

David J. Anderson(1)   20,241   507,037        
David J. Anderson(2)           37,403   936,945
David J. Anderson(3)           26,025   651,926

Karl J. Schmidt(1)

 

10,577

 

264,954

 

 

 

 
Karl J. Schmidt(2)           19,430   486,722
Karl J. Schmidt(3)           13,519   338,651

Hans J. Cornett(1)

 

9,368

 

234,668

 

 

 

 
Hans J. Cornett(2)           18,459   462,398
Hans J. Cornett(3)           12,843   321,717

Thomas K. Kittel(1)

 

6,401

 

160,345

 

 

 

 
Thomas K. Kittel(2)           10,824   271,141
Thomas K. Kittel(3)           14,032   351,502

Wolfgang Schramm(3)

 

 

 

 

 

13,126

 

328,806
Wolfgang Schramm(4)           5,000   125,250
Wolfgang Schramm(5)           5,000   125,250

Finn Lyhne(1)

 

6,154

 

154,158

 

 

 

 
Finn Lyhne(2)(6)           9,899   247,970
Finn Lyhne(3)(6)           7,470   187,124

This excerpt taken from the SHS ARS filed Apr 29, 2008.

Non-Equity Incentive Compensation

        The Non-Equity Incentive Compensation represents amounts granted to and earned by the Named Executive Officers under the Company's Annual Incentive Award program. The Annual Incentive Award

II-29



program is performance-based and is tied to the Company's performance against pre-determined targets for Earnings Before Interest & Taxes (EBIT) margins.

        Annual Incentive Award payouts are based on a range of 25% to 200% of pre-established payout targets depending upon EBIT margin performance. Below certain minimum threshold EBIT margin levels, there is no payout under the Annual Incentive Award program.

        Mr. Wilcox's 2007 Annual Incentive Award was forfeited upon his termination from service. However, he did receive a Pro-Rata Annual Incentive Payout under the terms of his Employment Agreement.

        In 2007, base salary made up roughly 43%, 47%, 48%, 60%, 46%, 24% and 51% of the Total Compensation for Messrs. Anderson, Schmidt, Cornett, Kittel, Schramm, Wilcox and Lyhne, respectively. Also in 2007, performance-based stock awards and non-equity incentive plan grants made up roughly 33%, 46%, 45%, 31%, 46%, and 30% of the Total Compensation for Messrs. Anderson, Schmidt, Cornett, Kittel, Schramm, and Lyhne, respectively.

II-30



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

 
  Stock Awards
Name

  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
($)

David J. Anderson(1)   20,241   507,037        
David J. Anderson(2)           37,403   936,945
David J. Anderson(3)           26,025   651,926

Karl J. Schmidt(1)

 

10,577

 

264,954

 

 

 

 
Karl J. Schmidt(2)           19,430   486,722
Karl J. Schmidt(3)           13,519   338,651

Hans J. Cornett(1)

 

9,368

 

234,668

 

 

 

 
Hans J. Cornett(2)           18,459   462,398
Hans J. Cornett(3)           12,843   321,717

Thomas K. Kittel(1)

 

6,401

 

160,345

 

 

 

 
Thomas K. Kittel(2)           10,824   271,141
Thomas K. Kittel(3)           14,032   351,502

Wolfgang Schramm(3)

 

 

 

 

 

13,126

 

328,806
Wolfgang Schramm(4)           5,000   125,250
Wolfgang Schramm(5)           5,000   125,250

Finn Lyhne(1)

 

6,154

 

154,158

 

 

 

 
Finn Lyhne(2)(6)           9,899   247,970
Finn Lyhne(3)(6)           7,470   187,124

This excerpt taken from the SHS DEF 14A filed Apr 27, 2007.

Non-Equity Incentive Compensation

The Non-Equity Incentive Compensation represents amounts granted to and earned by the Named Executive Officers under the Company’s Annual Incentive Award program. The Annual Incentive Award program is performance-based and is tied to the Company’s performance against pre-determined targets for Earnings Before Interest & Taxes (EBIT) margins and Sales Growth.

Annual Incentive Award payouts are based on a range of 25% to 200% of pre-established payout targets depending upon EBIT margin and sales growth performance. Below certain minimum threshold EBIT margin levels, there is no payout under the Annual Incentive Award program.

We have determined that the specific EBIT margin and sales growth targets involve confidential financial information and that disclosure could result in competitive harm to the Company. We determine the EBIT margin and sales growth targets through our annual budgeting process. The annual budgeting process does produce aggressive goals which, when approved by the Compensation Committee, are considered to have a reasonable chance of being met through strong operating performance.

For 2006, the Annual Incentive Award grants were made under the 2006 Omnibus Incentive Plan, which establishes a Total Incentive ceiling for the Named Executive Officers. The Total Incentive Pool was determined based on formulas tied to the Company’s EBIT, Operating Cash Flow and Net Income. An allocable portion of the Total Incentive Pool was approved by the Compensation Committee for each officer. The earned payouts reflected in the Summary Compensation Table, based on EBIT margin and sales growth performance, were less than the allocable Total Incentive Pool for each Named Executive Officer and were thus payable without further limitation.

The performance unit award agreements include forfeiture upon termination of service from the Company, except terminations due to Retirement, Disability or Death, in which case pro-rated payouts will be made, based on final performance. The automatic forfeiture provisions may be ignored by the Compensation Committee, in its sole discretion.

In 2006, base salary made up roughly 27%, 30%, 29%, 31% and 38% of the Total Compensation for Messrs. Anderson, Schmidt, Wilcox, Cornett and Kittel, respectively. Also in 2006, performance-based stock awards and non-equity incentive plan grants made up roughly 59%, 61%, 63%, 62% and 52% of the Total Compensation for Messrs. Anderson, Schmidt, Wilcox, Cornett and Kittel, respectively.

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This excerpt taken from the SHS ARS filed Apr 27, 2007.

Non-Equity Incentive Compensation

The Non-Equity Incentive Compensation represents amounts granted to and earned by the Named Executive Officers under the Company’s Annual Incentive Award program. The Annual Incentive Award program is performance-based and is tied to the Company’s performance against pre-determined targets for Earnings Before Interest & Taxes (EBIT) margins and Sales Growth.

Annual Incentive Award payouts are based on a range of 25% to 200% of pre-established payout targets depending upon EBIT margin and sales growth performance. Below certain minimum threshold EBIT margin levels, there is no payout under the Annual Incentive Award program.

We have determined that the specific EBIT margin and sales growth targets involve confidential financial information and that disclosure could result in competitive harm to the Company. We determine the EBIT margin and sales growth targets through our annual budgeting process. The annual budgeting process does produce aggressive goals which, when approved by the Compensation Committee, are considered to have a reasonable chance of being met through strong operating performance.

For 2006, the Annual Incentive Award grants were made under the 2006 Omnibus Incentive Plan, which establishes a Total Incentive ceiling for the Named Executive Officers. The Total Incentive Pool was determined based on formulas tied to the Company’s EBIT, Operating Cash Flow and Net Income. An allocable portion of the Total Incentive Pool was approved by the Compensation Committee for each officer. The earned payouts reflected in the Summary Compensation Table, based on EBIT margin and sales growth performance, were less than the allocable Total Incentive Pool for each Named Executive Officer and were thus payable without further limitation.

The performance unit award agreements include forfeiture upon termination of service from the Company, except terminations due to Retirement, Disability or Death, in which case pro-rated payouts will be made, based on final performance. The automatic forfeiture provisions may be ignored by the Compensation Committee, in its sole discretion.

In 2006, base salary made up roughly 27%, 30%, 29%, 31% and 38% of the Total Compensation for Messrs. Anderson, Schmidt, Wilcox, Cornett and Kittel, respectively. Also in 2006, performance-based stock awards and non-equity incentive plan grants made up roughly 59%, 61%, 63%, 62% and 52% of the Total Compensation for Messrs. Anderson, Schmidt, Wilcox, Cornett and Kittel, respectively.

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