STFC » Topics » Stock Ownership Guidelines

This excerpt taken from the STFC DEF 14A filed Apr 7, 2009.

Stock Ownership Guidelines

We have adopted stock ownership guidelines (“Ownership Guidelines”) for our Section 16 officers and Company directors. These Ownership Guidelines reinforce one of the objectives of our executive reward program and the primary reason for awarding stock options—to build executive stock ownership. Each person subject to the Ownership Guidelines is required to acquire and maintain ownership of a designated number of Common Shares based on the person’s position with us (the “Ownership Target Amounts”).

The following Ownership Target Amounts applicable to Section 16 officers in the designated category will remain in place until changed by the Committee:

 

Chairman/CEO

   100,000     Common Shares

Chief Operating Officer

   50,000     Common Shares

Senior Vice President

   30,000     Common Shares

Vice President

   7,000     Common Shares

Executives are in compliance with the Ownership Guidelines if they meet the Ownership Target Amounts within five years of assuming the designated category of management or if they invest a minimum of 6% of their annual base salary in Company stock through a payroll deduction plan. All of our NEOs are within five years of assuming their designated category of management and/or are currently investing at least 6% of their annual base salary in our stock through payroll deduction. All Common Shares directly owned by officers count toward meeting their respective Ownership Target Amounts. In addition, for purposes of the Ownership Target Amounts we count as owned by officers one-third of their vested “in-the-money” stock options. The following chart shows the Ownership Target Amounts for the NEOs and the number of Common Shares currently owned by the NEOs as of March 13, 2009.

 

Named Executive Officer

   Ownership Target
Amount for
Common Shares
   Eligible Options
Owned by NEO (1)
   Common Shares
Owned Directly
by NEO
   Total Common
Share Ownership
Toward Target

Robert P. Restrepo, Jr.

   100,000    0    12,515    12,515

Steven E. English

   7,000    778    3,090    3,868

Mark A. Blackburn

   50,000    8,900    35,066    43,966

Clyde H. Fitch

   30,000    0    7,118    7,118

James A. Yano

   7,000    0    1,135    1,135

 

(1)

One-third of vested “in the money” stock options count toward the ownership level requirement. The stock options included in this table are one-third of those exercisable within 60 days of March 13, 2009 and “in the money” based on a price of $17.17, which represents a 30-day average closing price for the Company’s Common Shares during a recent time frame.

At the Committee’s November 6, 2008 annual review of the Ownership Guidelines and the attainment levels of the Company officers and directors, the Committee noted that the NEOs’ possession of inside information regarding potential acquisitions had precluded them from trading in Company stock during some recent trading windows. The Committee also noted that the recent downturn in the stock market had affected our Company’s share price, substantially reducing the number of vested “in the money” stock options. Given these considerations, the Committee expressed its satisfaction with the NEOs’ progress toward meeting the Ownership Guidelines. For the NEOs’ total beneficial ownership of Common Shares, including all options exercisable within 60 days of March 13, 2009, whether or not the options are “in the money,” see “Proposal One: Election of Directors—Background and Beneficial Ownership Information for Nominees and Continuing Directors” (for Mr. Restrepo’s beneficial ownership of Common Shares) and “Proposal One: Election of Directors—Beneficial Ownership Information for Named Executive Officers and Executive Group” (for other NEOs’ beneficial ownership of Common Shares.)

Our outside directors are also subject to the Ownership Guidelines. Outside directors are expected to own 5,000 Common Shares and/or Restricted Share Units under the Outside Director Restricted Share Unit Plan

 

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within five years of becoming a director. All the directors have either met the Ownership Guidelines or are on track to meet the guidelines within the five-year period.

We discourage our officers and directors from hedging the economic risk of their stock ownership positions in our Common Shares, but our Board has not adopted a written policy prohibiting hedging by officers or directors.

This excerpt taken from the STFC DEF 14A filed Apr 7, 2008.

Stock Ownership Guidelines

We have adopted stock ownership guidelines (“Ownership Guidelines”) for most officers and Company directors. These Ownership Guidelines reinforce one of the objectives of our executive reward program and the primary reason for awarding stock options—to build executive stock ownership. This is especially important with new officers. Each person subject to the Ownership Guidelines is required to acquire and maintain ownership of a designated number of Common Shares based on the person’s position with us (the “Ownership Target Amounts”).

The following Ownership Target Amounts applicable to the designated category of management will remain in place until changed by the Committee:

 

Chairman/CEO

   100,000     Common Shares

Chief Operating Officer

     50,000     Common Shares

Senior Vice President

     30,000     Common Shares

Vice President/Regional Vice President

       7,000     Common Shares

Assistant Vice President

       2,000     Common Shares

Executives must meet the Ownership Target Amounts within five years of assuming the designated category of management. All Common Shares directly owned by officers count toward meeting their respective Ownership Target Amounts. In addition, for purposes of the Ownership Target Amounts we count as owned by officers one-third of their vested “in-the-money” stock options. The following chart shows the Ownership Target Amounts for the NEOs and the number of Common Shares currently owned by the NEOs as of March 14, 2008.

 

Named Executive Officer

   Ownership Target
Amount for
Common Shares
   Eligible Options
Owned by NEO (1)
   Common Shares
Owned Directly
by NEO
   Total Common
Share Ownership

Robert P. Restrepo, Jr.

   100,000    0    11,369    11,369

Steven E. English

   7,000    2,167    2,196    4,363

Mark A. Blackburn

   50,000    18,959    33,568    52,527

Steven R. Hazelbaker

   7,000    4,168    4,986    9,154

Lorraine M. Siegworth

   7,000    0    517    517

 

(1)

One-third of vested “in the money” stock options count toward the ownership level requirement. The stock options included in this table are one-third of those “in the money” based on a price of $27.22, which represents a 30-day average closing price for the Company’s Common Shares during a recent timeframe.

Our outside directors are also subject to the Ownership Guidelines. Outside directors are expected to own 5,000 Common Shares and/or Restricted Share Units under the Outside Director Restricted Share Unit Plan within five years of becoming a director.

We discourage our officers and directors from hedging the economic risk of their stock ownership positions in our Common Shares, but our Board has not adopted a written policy prohibiting hedging by officers or directors.

 

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This excerpt taken from the STFC DEF 14A filed Mar 30, 2007.

Stock Ownership Guidelines

We have created stock ownership guidelines (“Ownership Guidelines”) for senior officers and directors. The basic principle of the Ownership Guidelines is that each person subject to the Ownership Guidelines will attain and maintain ownership of a certain number of Common Shares based on the person’s position with us (the “Qualifying Amount”).

The following Qualifying Amounts applicable to the category of management personnel will remain in place until otherwise amended by the Compensation Committee:

 

Chairman/CEO    100,000 Common Shares
Chief Operating Officer    50,000 Common Shares
Senior Vice President    30,000 Common Shares
Vice President/Regional Vice Presidents    7,000 Common Shares
Assistant Vice President    2,000 Common Shares

The Ownership Guidelines provide that one-third of all vested “in-the-money” stock options will be counted toward the Qualifying Amount of the option holder. The expectation in the Ownership Guidelines is that these levels of ownership will be reached within five years of assuming the position to which the ownership requirement pertains.

The outside directors are also subject to the Ownership Guidelines. Outside directors are expected to own 5,000 Common Shares and/or Restricted Share Units under the Outside Director Restricted Share Unit Plan within five years of becoming a director.

 

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