Summary Compensation Table

The following table sets forth compensation information for our Named Executive Officers — the individuals who served during fiscal 2020 as principal executive officer and principal financial officer of the Company, and the other most highly compensated executive officers of the Company serving at the end of fiscal 2021.

Name and

Principal Position

Year

(1) 

Salary

($)

Bonus

($)

Stock

Awards

($)

(2) 

Non-Equity

Incentive Plan

Compensation

($)

(3) 

Change in

Pension Value

and Nonqualified

Deferred

Compensation

Earnings

($)(4)

All Other

Compensation

($)

(5) 

Total

($)

Joseph B. Armes

Chairman, CEO and
President

2021

 

580,672

1,775,967

(6)  

1,200,000

 

4,664

61,861

 

3,623,164

2020

 

580,672

2,094,452

 

1,073,808

 

1,286

68,258

 

3,818,476

2019

 

540,160

1,953,721

 

1,017,121

 

6,849

67,238

 

3,585,089

James E. Perry(7) 

Executive VP, CFO

2021

 

311,077

873,821

(8) 

400,000

 

30,062

 

1,614,960

Donal J. Sullivan

Executive VP, GM,
Industrial Products

2021

 

366,593

52,470

583,908

(9) 

347,530

 

58,216

 

1,408,717

2020

 

366,593

494,173

 

317,943

 

69,139

 

1,247,848

2019

 

344,850

267,041

 

258,741

 

76,228

 

946,860

Craig J. Foster(10) 

Former Senior VP, GM, Specialty Chemicals

2021

 

331,660

319,110

(11) 

177,465

 

58,946

 

887,181

2020

 

331,660

389,653

 

251,232

 

69,999

 

1,042,544

2019

 

322,000

309,326

 

352,628

 

67,968

 

1,051,922

Luke E. Alverson

Senior VP, General Counsel and Secretary

2021

 

299,601

327,317

(12) 

250,000

 

60,546

 

937,464

2020

 

299,601

351,980

 

234,401

 

69,394

 

955,376

2019

 

290,875

288,407

 

215,175

 

67,794

 

862,251

Gregg W. Branning(13) 

Former Executive VP, CFO

2021

 

89,071

 

 

510,846

 

599,917

2020

 

425,000

609,675

 

433,500

 

62,890

 

1,531,065

2019

 

350,000

475,619

 

428,719

 

63,642

 

1,317,980

 

(1)

The Company’s fiscal year begins April 1 and ends March 31.

(2)

Represents the grant date fair value of long-term equity incentive awards under the Company’s LTIP computed in accordance with FASB ASC 718 “Compensation— Stock Compensation,” including the impact of forfeitures. The incentive awards are granted in the form of restricted stock, which generally vest ratably over a three-year period, and performance shares. The performance criteria for the performance share awards is based on the Company’s TSR over a three-year period compared to the TSR of the Company’s applicable benchmark group for the same period, as described in further detail under “—Elements of the Executive Compensation Program—Long-Term Incentives—Performance Share Awards” above. The reported value of the performance unit awards is computed based on the probable outcome of the performance conditions based on a Monte Carlo simulation and the grant date estimate of compensation cost to be recognized over the performance period, which was 126% of target, or $74.26 per share. Payout for the performance share awards can range from 0% to a maximum of 200%. Assumptions used in the valuations are discussed in Note 6 to the Company’s audited consolidated financial statements for the year ended March 31, 2021, in the Annual Report.

(3)

The amounts in this column include an annual cash incentive bonus for fiscal 2021 under the Company’s AIP that was earned in fiscal 2021 but paid in fiscal 2022.

(4)

Reflects the annualized increase in pension value under the Restoration Plan. See “Pension Benefits Table.” There are no above-market or preferential earnings on compensation deferred under the Restoration Plan.

(5)

The components of this column for fiscal 2021 are set forth in the table below, calculated at the aggregate incremental cost to the Company: 

Name

Retirement Plan

Contributions

(A) 

ESOP

Contributions

(B) 

Insurance

Premiums

(C) 

Severance

Amounts

(D) 

Total

Joseph B. Armes

22,891

 

14,250

 

24,720

 

 

61,861

James E. Perry

14,400

 

 

15,662

 

 

30,062

Donal J. Sullivan

21,954

 

14,250

 

22,012

 

 

58,216

Craig J. Foster

22,035

 

14,250

 

22,661

 

 

58,946

Luke E. Alverson

22,800

 

14,250

 

23,496

 

 

60,546

Gregg W. Branning

10,467

 

 

3,129

 

497,250

 

510,846

 

 

(A)

Includes matching and discretionary Company contributions to the Named Executive Officers under the Company’s 401(k) retirement plan, which is generally available to all the Company’s U.S. employees.

 

(B)

Includes Company contributions to the Employee Stock Ownership Plan for fiscal 2021, which is generally available to all the Company’s U.S. employees. These amounts were accrued in fiscal 2021 but contributed in fiscal 2022.

(C)

Includes annual premiums for group term life insurance, the Company’s portion of annual premiums for medical, dental and vision benefits and the Company’s portion of disability premiums.

(D)

Includes the value of cash severance amounts paid to Mr. Branning under the CIC and Severance plan upon his termination on May 31, 2020.

(6)

Includes annual grants of 11,074 shares of restricted stock ($860,118) and 12,333 shares of performance units ($915,849) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $77.67, the closing market price of the Company’s common stock as reported by NASDAQ on October 1, 2020, the date of grant. Performance unit award values were calculated using a fair value of $74.26 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance units at grant date, assuming the highest level of performance conditions, was $1,625,882.

(7)

Mr. Perry joined the Company on May 20, 2020.

(8)

Includes annual grants of 4,291 shares of restricted stock ($333,282) and 4,779 shares of performance units ($354,889) made under the Company’s LTIP. Also includes a one-time grant of 2,500 shares of performance units ($185,650) made at commencement of employment. Restricted stock award values were calculated using a price per share of $77.67, the closing market price of the Company’s common stock as reported by NASDAQ on October 1, 2020, the date of grant. Performance unit award values were calculated using a fair value of $74.26 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance units at grant date, assuming the highest level of performance conditions, was $858,049.

(9)

Includes annual grants of 3,746 shares of restricted stock ($290,952) and 3,945 shares of performance units ($292,956) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $77.67, the closing market price of the Company’s common stock as reported by NASDAQ on October 1, 2020, the date of grant. Performance unit award values were calculated using a fair value of $74.26 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance units at grant date, assuming the highest level of performance conditions, was $465,037.

(10)

Mr. Foster’s employment with the Company ended on May 31, 2021.

(11)

Includes annual grants of 1,703 shares of restricted stock ($132,272) and 2,516 shares of performance units ($186,838) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $77.67, the closing market price of the Company’s common stock as reported by NASDAQ on October 1, 2020, the date of grant. Performance unit award values were calculated using a fair value of $74.26 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance units at grant date, assuming the highest level of performance conditions, was $331,660. 1,135 shares of the restricted stock grant and all of the granted performance units were forfeited upon Mr. Foster’s termination on May 31, 2021.

(12)

Includes annual grants of 2,041 shares of restricted stock ($158,524) and 2,273 shares of performance units ($168,793) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $77.67, the closing market price of the Company’s common stock as reported by NASDAQ on October 1, 2020, the date of grant. Performance unit award values were calculated using a fair value of $74.26 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance units at grant date, assuming the highest level of performance conditions, was $299,602.

(13)

Mr. Branning’s employment with the Company ended on May 31, 2020.

 

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