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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
Columbus McKinnon Corporation
(Name of Registrant as specified in its charter)
Payment of filing fee (check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ☐ | Fee paid previously with preliminary materials: | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |||
| (1) | Amount previously paid:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing Party:
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| (4) | Date Filed:
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June 9, 2021
It is a pleasure to invite you to the 2021 Columbus McKinnon Corporation annual meeting of stockholders. The meeting will be held virtual and at 10:00 a.m., ET on Monday, July 19, 2021 at www.proxydocs.com/CMCO . Prior registration is required to attend and participate in the Annual Meeting at www.proxydocs.com/CMCO. Upon completing your registration (which will require the control number in your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form) you will receive further instructions via email, including your unique links that will allow you to access, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the 2021 Annual Meeting in person. The attached Notice of Annual Meeting of Stockholders and Proxy Statement discuss the items scheduled for a vote by stockholders at the meeting.
The Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholders over the Internet. As a result, most of our stockholders will receive in the mail a notice regarding availability of the proxy materials for the Annual Meeting on the Internet instead of paper copies of those materials. The notice contains instructions on how to access the proxy materials over the Internet and instructions on how stockholders can receive paper copies of the proxy materials, including a proxy or voting instruction form. This process expedites stockholders’ receipt of proxy materials and lowers the cost of our annual meeting.
The Board of Directors has fixed the close of business on May 24, 2021, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting.
It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend, please sign, date and return the enclosed proxy card in the enclosed postage-paid envelope or vote by telephone or using the internet as instructed on the enclosed proxy card. If you attend the Annual Meeting, you may vote your shares in person if you wish.
Please vote your shares as soon as possible. This is your annual meeting, and your participation is important.
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David J. Wilson President & Chief Executive Officer |
Alan S. Korman Vice President, General Counsel & CHRO |
Columbus McKinnon Corporation • 205 CrossPoint Parkway • Buffalo, New York 14068
NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
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When:
Monday, July 19, 2021 at 10:00 a.m. ET |
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Where:
Virtual Meeting at |
Items of Business:
| 1. | To elect 9 Directors to hold office until the 2022 Annual Meeting and until their successors have been elected and qualified; |
| 2. | To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2022; |
| 3. | To conduct a shareholder advisory vote on the compensation of our named executive officers; and |
| 4. | To take action upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof. |
Who Can Vote?
Only stockholders of record at the close of business on May 24, 2021 will be entitled to vote at the annual meeting.
Virtual Meeting
Please note that, as part of our concern regarding the health and safety of our shareholders, directors, officers, employees, meeting attendees and the public in light of the current coronavirus (COVID-19) outbreak, we are electing to hold a “virtual” meeting instead of a physical meeting. Prior registration is required to attend and participate in the Annual Meeting at www.proxydocs.com/CMCO. Upon completing your registration (which will require the control number in your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form) you will receive further instructions via email, including your unique links that will allow you to access, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the 2021 Annual Meeting in person.
Summary of Proxy Statement
This summary highlights selected information in this Proxy Statement and does not contain all of the information that you should consider in deciding how to vote. Please read the complete proxy statement carefully before voting.
Annual Meeting Information
| Time and Date | Location | Record Date | ||
| 10:00 a.m. ET on Monday, July 19, 2021 |
Virtual Meeting at www.proxydocs.com/CMCO |
May 24, 2021 |
This Proxy Statement and the accompanying form of proxy are being furnished in connection with the solicitation by the Board of Directors of Columbus McKinnon Corporation, a New York corporation (“our Company”, “we” or “us”), of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on May 24, 2021, we had 28,340,710 outstanding shares of our common stock, $.01 par value per share, the holders of which are entitled to one vote per share on each matter properly brought before the Annual Meeting.
The shares represented by all valid proxies in the enclosed form will be voted if received in time for the Annual Meeting in accordance with the specifications, if any, made on the proxy card. If no specification is made, the proxies will be voted (i) FOR the nominees for Director named in this Proxy Statement, (ii) FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year ending March 31, 2022, and (iii) FOR the advisory approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosure as contained elsewhere in this Proxy Statement.
In order for business to be conducted, a quorum must be present at the Annual Meeting. A quorum is a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Abstentions, broker non-votes and withheld votes will be counted in determining the existence of a quorum at the Annual Meeting. Votes may be cast FOR, AGAINST (withhold) or ABSTAIN on the approval of these proposals. Abstentions and broker non-votes are not counted in the number of votes cast and will have no effect on the results of the vote. Proxy cards that are executed and returned without any designated voting direction will be voted in the manner stated on the proxy card.
Brokers may not vote your shares on any matter, except Proposal 2, in the absence of specific voting instructions from you. Please contact your broker directly if you have questions about how to provide such instructions. The execution of a proxy will not affect a shareholder’s right to attend the Annual Meeting and to vote in person. A shareholder who executes a proxy may revoke it at any time before it is exercised by giving written notice to the Secretary, by appearing at the Annual Meeting and so stating, or by submitting another duly executed proxy bearing a later date.
2021 PROXY STATEMENT |
1 |
SUMMARY OF PROXY STATEMENT
Our Mission
We provide expert, professional-grade solutions and products, building the trust of customers by solving their high-value problems.
Our Vision
To become the leading industrial technology company in safe and productive motion control.
Our Values
We are raising expectations by Living Our Values through our daily behaviors.
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Connect safety to everything we do. Take personal responsibility. Care for our people. Build products that everyone can trust. | |
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Be easy to do business with. Focus on the customer. Listen. Simplify. | |
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Deliver on your commitments. Aim for greatness. Do your best. Hold yourself accountable. | |
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Think differently. Be proactive with new ideas. Ask questions. Be part of the solution. | |
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Win as a team. Work together. Respect each other. Celebrate success. | |
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Act with integrity. Do the right thing. Extend trust. Appreciate differences. |
| 2 | 2021 PROXY STATEMENT
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SUMMARY OF PROXY STATEMENT
BLUEPRINT FOR GROWTH STRATEGY 2.0
We have evolved our Blueprint for Growth strategy to version 2.0 to accelerate our growth with an emphasis on broadening our expertise in intelligent motion solutions for material handling. Our Blueprint for Growth 2.0 strategy is focused on delivering above market growth through organic and inorganic initiatives as well as improved financial performance, which we believe drives shareholder value creation. The strategy is underpinned by our Columbus McKinnon Business System (“CMBS”), that provides the discipline, processes and core competencies necessary to scale our business. At the core of CMBS are our people and our values.
Pivot from late-stage cyclical industrial to growth oriented industrial technology
With CMBS as the foundation, we are positioned to execute the Core Growth Framework of our Blueprint for Growth 2.0 strategy. The Framework defines four parallel paths for Columbus McKinnon’s growth and provides clear organic and strategic initiatives. We have detailed action plans for each of the paths of our Core Growth Framework.
| • | Strengthening the core is a foundational path focused on initiatives that will strengthen competencies and improve our competitive position within our existing share of our Serviceable Addressable Market (“SAM”). Initiatives include further developing commercial and product management competencies and improving our digital tools for a better, more efficient customer experience. |
| • | Growing the core is a path that is focused on taking greater marker share, both organically and through acquisitions, within our SAM. We believe we are making progress on this path through product localization, new product development and advancements in automation and aftermarket support for our distributors. |
| • | Expanding the core is a path that is focused on improved channel access and geographic expansion. Here we expand beyond our SAM into the broader Total Addressable Market (“TAM”). We believe this will involve building out our presence both geographically and in new verticals with expanded offerings, which we expect we can accomplish organically as well as with acquisitions. |
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2021 PROXY STATEMENT |
3 |
SUMMARY OF PROXY STATEMENT
| • | Reimagining the core is a more transformational path that rethinks our TAM and targets strategic expansion beyond that. As we think more broadly about material handling and increasing trends in intelligent motion, not just lifting, but solutions for how materials move throughout customer environments, there are some compelling ideas that emerge. The Dorner acquisition is an example of reimagining Columbus McKinnon’s core. |
We are a market leader in North America for hoists, material handling digital power control systems, and precision conveyors, our principal lines of products, and have strong market positions with certain chain, forged fittings, and actuator products. Additionally, in Europe, we are a market leader for manual hoists and in the heavy load, rail and niche custom applications for actuation. We have well-established brands that include CM, Yale, STAHL, Magnetek, Dorner, Pfaff, Unified, SHAW-BOX and Duff-Norton. Our market leadership and strong brands enable us to effectively sell our products through our extensive channels to market throughout the United States and Europe.
We believe that key considerations for our success include the following:
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EVOLVED STRATEGY BLUEPRINT FOR GROWTH 2.0 DEFINES GROWTH FRAMEWORK
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COLUMBUS MCKINNON BUSINESS SYSTEM – CMBS – ENABLES SCALABILITY | |
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CONVEYING SOLUTIONS ADDS GROWTH CATALYST IN ATTRACTIVE MARKETS | |
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OPERATIONAL EXCELLENCE DRIVES STRONGER MARGIN PROFILE IN ECONOMIC RECOVERY | |
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SIGNIFICANT CASH GENERATION THROUGHOUT BUSINESS CYCLES | |
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DEMONSTRATED PERFORMANCE WITH STRONG LEADERSHIP TEAM | |
BROAD GLOBAL PRESENCE, DIVERSE END-MARKETS
| 4 | 2021 PROXY STATEMENT
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SUMMARY OF PROXY STATEMENT
HISTORY OF DELIVERING INNOVATION
| We are focused on growing our core via new product development and advancements in automation. We have a history of driving organic growth with new products. Improved customer experience, safety and productivity remain at the core of our new product development strategy. Additionally, we believe we are driving innovation through automation, seen in our new line of Intelli-Crane Solutions including the Intelli-Guide System, Intelli-Protect System, Intelli-Lift Auto Detection and Intelli-Connect Mobile App, creating competitive advantages with pre-engineered automation solutions. Dorner also has a strong history of innovation, which has defined its growth trajectory, including innovations such as a vertical spiral conveyance platform employing a patented, friction reducing spiral chain and a specialty modular chain that resulted in one of the safest, most compact and highest load capacity curved conveyors in the market. |
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Vertical Spiral Conveyance |
TALENT LEADERSHIP
Our senior management team has extensive operational, financial and managerial experience, and has been responsible for developing and executing strategies to both transform the Company and drive profitable growth via M&A and other strategic initiatives. Several notable initiatives include the Columbus McKinnon Business System, which underpins our strategic framework and defines the critical core competencies required to scale. This includes our 80/20 business tool to drive margin expansion. Our management team also has a track record of effective M&A integration, demonstrated by the successful acquisition of Dorner in 2021, STAHL in 2017 and Magnetek in 2015.
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2021 PROXY STATEMENT |
5 |
SUMMARY OF PROXY STATEMENT
FY21 Financial Metrics
| 6 | 2021 PROXY STATEMENT
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SUMMARY OF PROXY STATEMENT
Reconciliation of GAAP Income from Operations to Non-GAAP Adjusted Income from Operations
| 2018 | 2019 | 2020 | 2021 | |||||||||||||
| GAAP income from operations |
68,331 | 69,442 | 89,824 | 42,255 | ||||||||||||
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| Add back (deduct): |
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| Acquisition deal, integration, and severance costs |
8,763 | — | — | 3,951 | ||||||||||||
| Factory closures |
— | 1,473 | 4,709 | 3,778 | ||||||||||||
| Business realignment costs |
— | 1,906 | 2,831 | 1,470 | ||||||||||||
| Insurance recovery legal costs |
2,948 | 1,282 | 585 | 229 | ||||||||||||
| Loss on sales of businesses |
— | 25,672 | 176 | — | ||||||||||||
| Insurance settlement |
(2,362 | ) | — | (382 | ) | — | ||||||||||
| Gain on sale of building |
— | — | — | (2,638 | ) | |||||||||||
| Debt repricing fees |
619 | — | — | — | ||||||||||||
| Magnetek litigation |
400 | — | — | — | ||||||||||||
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| Non-GAAP adjusted income from operations |
78,699 | 99,775 | 97,743 | 49,045 | ||||||||||||
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| Sales |
839,419 | 876,282 | 809,162 | 649,642 | ||||||||||||
| Operating margin—GAAP |
8.1 | % | 7.9 | % | 11.1 | % | 6.5 | % | ||||||||
| Adjusted operating margin—Non-GAAP |
9.4 | % | 11.4 | % | 12.1 | % | 7.5 | % | ||||||||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA
| 2018 | 2019 | 2020 | 2021 | |||||||||||||
| GAAP net income |
22,065 | 42,577 | 59,672 | 9,106 | ||||||||||||
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| Add back (deduct): |
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| Income tax expense (benefit) |
27,620 | 10,321 | 17,484 | 970 | ||||||||||||
| Interest and debt expense |
19,733 | 17,144 | 14,234 | 12,081 | ||||||||||||
| Investment (income) loss |
(157 | ) | (727 | ) | (891 | ) | (1,693 | ) | ||||||||
| Foreign currency exchange (gain) loss |
1,539 | 843 | (1,514 | ) | 941 | |||||||||||
| Other (income) expense, net |
(2,469 | ) | (716 | ) | 839 | 20,850 | ||||||||||
| Depreciation and amortization expense |
36,136 | 32,675 | 29,126 | 28,153 | ||||||||||||
| Acquisition deal, integration, and severance costs |
8,763 | — | — | 3,951 | ||||||||||||
| Factory closures |
— | 1,473 | 4,709 | 3,778 | ||||||||||||
| Business realignment costs |
— | 1,906 | 2,831 | 1,470 | ||||||||||||
| Insurance recovery legal costs |
2,948 | 1,282 | 585 | 229 | ||||||||||||
| Loss on sales of businesses |
— | 25,672 | 176 | — | ||||||||||||
| Insurance settlement |
(2,362 | ) | — | (382 | ) | — | ||||||||||
| Gain on sale of building |
— | — | — | (2,638 | ) | |||||||||||
| Debt repricing fees |
619 | — | — | — | ||||||||||||
| Magnetek litigation |
400 | — | — | — | ||||||||||||
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| Non-GAAP adjusted EBITDA |
114,835 | 132,450 | 126,869 | 77,198 | ||||||||||||
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| Sales |
839,419 | 876,282 | 809,162 | 649,642 | ||||||||||||
| Net income margin—GAAP |
2.6 | % | 4.9 | % | 7.4 | % | 1.4 | % | ||||||||
| Adjusted EBITDA margin—Non-GAAP |
13.7 | % | 15.1 | % | 15.7 | % | 11.9 | % | ||||||||
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2021 PROXY STATEMENT |
7 |
PROPOSAL 1: ELECTION OF DIRECTORS
NEW BOARD DEVELOPMENTS
ELECTION OF DIRECTORS
The following information is provided concerning the nominees for Director:
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Name |
Age | Position | ||
| Richard H. Fleming |
73 | Chairman of the Board | ||
| David J. Wilson |
52 | Director | ||
| Nicholas T. Pinchuk |
74 | Director | ||
| Liam G. McCarthy |
65 | Director | ||
| Heath A. Mitts |
50 | Director | ||
| Kathryn V. Roedel |
60 | Director | ||
| Aziz S. Aghili |
62 | Director | ||
| Jeanne Beliveau-Dunn |
61 | Director | ||
| Michael Dastoor |
55 | Director | ||
| 8 | 2021 PROXY STATEMENT |
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PROPOSAL 1: ELECTION OF DIRECTORS
| Richard H. Fleming
Director since 1999, Chairman of the Board July 2018, Interim President and CEO January 10, 2020 – June 1, 2020
Age: 73
Principal Occupation: • Retired from USG Corporation
Board Committees: • Chairman of the Board
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Mr. Fleming was the Chief Financial Officer of USG Corporation (previously NYSE:USG acquired in 2019 by Gebr. Knauf KG “Knauf”) for approximately 18 years and was its Executive Vice President and CFO from 1999 until his retirement in 2012. USG is a manufacturer of high-performance building systems for the construction and remodeling industries. Prior to joining USG, Mr. Fleming was employed by Masonite Corporation, which was acquired by USG in 1984. During his 39-year career with Masonite and USG, Mr. Fleming held various operating and finance positions. In addition to being the board chair of Columbus McKinnon, Mr. Fleming also assumed the role of Interim CEO on January 10, 2020 until June 1, 2020 when Mr. Wilson was hired as Chief Executive Officer. Mr. Fleming also serves as a member of the Board of Directors of Boise Cascade Company (NYSE:BCC) and OE Holdings, LLC, a private company. In addition, he is a director for several not-for-profit entities including UCAN and the University of the Pacific.
Qualifications
Mr. Fleming’s qualifications to serve on the Board include his senior leadership and public company board and governance experience in global manufacturing companies and his high level of expertise and background in finance and accounting matters and strategic planning. | |||
| David J. Wilson
Director since June 1, 2020
Age: 52
Principal Occupation: • As of June 1, 2020 – President and Chief Executive Officer |
Mr. Wilson joined Columbus McKinnon on June 1, 2020 as President and Chief Executive Officer and a Director. Prior to joining Columbus McKinnon, Mr. Wilson served as President of Flowserve Corporation’s Pumps Division from 2018 to 2020. He joined Flowserve in 2017 as President of the Industrial Pumps Division. Previous to Flowserve, Mr. Wilson was the President of the Industrial segment of SPX FLOW, Inc. He was with SPX Corporation, and subsequently SPX FLOW, between 1998 and 2017 and held senior leadership positions in each of the company’s operating segments, including six years in Asia while serving as the President of Asia Pacific and several years leading strategy and corporate development initiatives. Prior to joining SPX, Mr. Wilson held operating and engineering leadership positions at Polaroid Corporation. He currently serves on the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation (MAPI) and previously served on the Board of Directors of the Hydraulic Institute and the Board of Trustees of the Maine College of Art (MECA).
Qualifications
Mr. Wilson’s qualifications to serve on the Board include his senior leadership, operational excellence and customer-centric commercial experience, international and business development skills and demonstrated track record for delivering results. | |||
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2021 PROXY STATEMENT | 9 |
PROPOSAL 1: ELECTION OF DIRECTORS
| Nicholas T. Pinchuk
Director since January 2007
Age: 74
Principal Occupation: • Chairman, President and CEO of Snap-on Incorporated
Board Committees: • Compensation and Succession and Governance and Nomination
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Mr. Pinchuk is the Chairman, CEO, and President of Snap-on Incorporated (NYSE: SNA), an S&P 500 company. Prior to that, Mr. Pinchuk served as Senior Vice President and President of Snap-on’s Worldwide Commercial and Industrial Group since June 2002. Before joining Snap-on, Mr. Pinchuk served in several executive operational and financial management positions at United Technologies Corporation, including President, Global Refrigeration Operations of its Carrier Corporation unit and President of Carrier’s Asia-Pacific Operations. He also served in financial and engineering managerial staff positions at the Ford Motor Company from 1972 to 1983. Mr. Pinchuk served as an officer in the United States Army in Vietnam.
Qualifications
Mr. Pinchuk’s qualifications to serve on the Board include his senior leadership and public company board and governance experience and his manufacturing and international operations expertise, especially in Asia-Pacific. | |||
| Liam G. McCarthy
Director since November 2008
Age: 65
Principal Occupation: • Retired from Molex Incorporated
Board Committees: • Chair Compensation and Succession, Governance and Nomination and Audit
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Mr. McCarthy retired in June 2017 from Molex LLC (previously NASDAQ:MOLX, acquired 2013 by Koch Industries, Inc.). Mr. McCarthy served Molex in various executive and management capacities, including President and Chief Supply Chain Officer through June 2017, President and Chief Operating Officer through December 2015; Vice President, Operations, Europe from 2001 to 2005; President, Data Communications Division, Americas Region from 1998 to 2001; General Manager, Singapore from 1993 to 1998, Regional Marketing Manager, Far East South Region from 1991 to 1993; and Materials Director, Singapore from 1989 to 1991.
Qualifications
Mr. McCarthy’s qualifications to serve on the Board include his extensive global leadership experience, having held significant executive roles in Operations and Business development while living in Asia, Americas and Europe. He has served on several boards including the Molex board of Koch Industries, the Chicago Council on Global Affairs, the Singapore National Science and Technology Council and on Singapore’s Economic Development Board. | |||
| 10 | 2021 PROXY STATEMENT |
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PROPOSAL 1: ELECTION OF DIRECTORS
| Heath A. Mitts
Director since May 2015
Age: 50
Principal Occupation: • EVP and CFO at TE Connectivity
Board Committees: • Chair Audit, Compensation
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Mr. Mitts is Executive Vice President and CFO at TE Connectivity Ltd. (NYSE:TEL). Prior thereto, Mr. Mitts was Senior Vice President and Chief Financial Officer of IDEX Corporation (NYSE:IEX). Prior to joining IDEX Corporation, Mr. Mitts was at PerkinElmer, Inc. in various senior financial management roles in both North America and in Singapore. He went to PerkinElmer after five years at Honeywell where he gained world-class training in financial planning and analysis, progressing through various managerial roles including Director of Finance.
Qualifications
Mr. Mitts’ qualifications to serve on the Board include his senior financial leadership and governance experience, his accounting expertise and his international industrial experience. | |||
| Kathryn V. Roedel
Director since October 2017
Age: 60
Principal Occupation: • Retired from Sleep Number Corporation
Board Committees: • Chair Governance and Nomination, Audit and Compensation and
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Ms. Roedel retired in 2016 from her position of EVP, Chief Services and Fulfillment Officer at Sleep Number Corporation (NASDAQ:SCSS), a direct to consumer, vertically integrated mattress retailer and manufacturer. Prior to joining Sleep Number in 2005, Ms. Roedel held VP and General Management positions in operations, supply chain, services and continuous improvement, spanning 22 years with General Electric’s Healthcare and Information Services businesses. Ms. Roedel also serves on the Board of Directors of Generac Holdings, Inc. (NYSE:GNRC) and The Jones Family of Companies, a private company.
Qualifications
Ms. Roedel’s qualifications to serve on the Board include her senior leadership, public company board and governance experience and her international supply chain experience. | |||
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2021 PROXY STATEMENT | 11 |
PROPOSAL 1: ELECTION OF DIRECTORS
| Aziz S. Aghili
Director since May 2018
Age: 62
Principal Occupation: • EVP and President of
Board Committees: • Audit and Governance and Nomination
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Mr. Aghili is Executive Vice President and President of Heavy Vehicle for Dana Incorporated. Mr. Aghili joined Dana in 2009 as President of Dana Europe, before being named President of Dana Asia-Pacific in 2010. Prior thereto, he spent more than 20 years at ArvinMeritor, where he most recently served as Vice President and General Manager of Body Systems. Additionally, he held strategic leadership positions around the world, including Vice President and General Manager of Asia Pacific and Vice President of Global Procurement, Commercial Marketing, and Business Development Asia Pacific. Before joining ArvinMeritor, he worked for Nissan Motor Company and General Electric Plastics.
Qualifications
Mr. Aghili’s qualifications to serve on the Board include his senior leadership and governance experience and his global manufacturing and operations experience. | |||
| Jeanne Beliveau-Dunn
Director since March 2020
Age: 61
Principal Occupation: • Chief Executive Officer and President of Claridad, LLC
Board Committees: • Compensation and Succession and Governance and Nomination
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Ms. Beliveau-Dunn is the Chief Executive Officer and President of Claridad LLC. Prior to her tenure at Claridad, Ms. Beliveau-Dunn worked for twenty-two years in a variety of management positions across products, services and global sales and marketing at Cisco Systems Inc., the last 11 years she was Vice President and General Manager. Prior thereto, she ran the global business and P&L for Micronics Computers and the secure systems products for Wang Laboratories. Ms. Beliveau-Dunn served as President and Chair of the Board of the IoT Talent Consortium, a membership-driven non-profit organization from 2016 through March 2018 and serves on the Boards of Directors of Xylem Inc. (NYSE: XYL), Edison International Inc. (NYSE: EIX) and its subsidiary Southern California Edison (SCE) and Sykes Enterprises, Incorporated (NASDAQ: SYKE).
Qualifications
Ms. Beliveau-Dunn’s qualifications to serve on the Board include her senior leadership, cybersecurity, M&A, industrial automation, global P&L operations and supply chain experience. She also has public company board, compensation, audit and governance experience. | |||
| 12 | 2021 PROXY STATEMENT |
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PROPOSAL 1: ELECTION OF DIRECTORS
| Michael Dastoor
Director since May 2021
Age: 55
Principal Occupation: • EVP, Chief Financial Officer, Jabil Inc.
Board Committees: • Audit and Compensation and Succession
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Mr. Dastoor is Executive Vice President and Chief Financial Officer of Jabil Inc., (NYSE:JBL) a global manufacturing services company. He joined Jabil, Inc., in 2000 as regional controller of Asia Pacific and served as Senior Vice President and Controller from 2010 through 2018 and as Controller from 2004 through 2018. Previously, he worked for seven years as Regional Chief Financial Officer at Inchape plc (LSE: INCH), a British multinational automotive distribution, retail and services company, leading business process re-engineering for the Eastern Mediterranean and Southeast Asia regions. Mr. Dastoor is a graduate of the University of Bombay (now Mumbai) and a chartered accountant through the Institute of Chartered Accountants in England & Wales where he spent seven years in audit covering the United Kingdom and Europe.
Qualifications
Mr. Dastoor’s qualifications to serve on the Board include his senior leadership and governance experience, his financial and accounting leadership for the engineering services, electronics manufacturing and automotive industries and his international experience, particularly in the Southeast Asia regions. |
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THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES
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2021 PROXY STATEMENT | 13 |
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2022
General
Principal Accountant Fees and Services
The aggregate fees billed to us by Ernst & Young LLP for fiscal years 2021 and 2020 are as follows:
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Fiscal Year 2021 ($ in thousands) |
Fiscal Year 2020 ($ in thousands) | ||||||||
| Audit Fees(1) |
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2,110 |
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2,054 |
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| Audit Related Fees(2) |
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348 |
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3 |
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| Tax Fees(3) |
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687 |
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467 |
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| All Other Fees(4) |
|
4 |
|
3 |
||||||
| Total |
|
3,149 |
|
|
2,527 |
| ||||
| (1) | Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by auditors in connection with statutory and regulatory filings or engagements. |
| (2) | Consists of certain agreed upon procedures including fees incurred for required filings related to the acquisition and financing of Dorner Mfg. Corp. |
| (3) | Consists of all tax related services. |
| (4) | Consists of all other products and services provided other than the services reported under audit fees and tax fees. |
|
|
THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2022.
| |
| 14 | 2021 PROXY STATEMENT |
|
PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
| Proposal No. 1 Election of Directors | If you do not provide voting instructions, your broker may not vote on this matter.
Each director nominee receiving the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote in the election of directors will be elected as a director. Abstentions and broker non-votes will have no effect on the results of this vote. A majority of votes cast means the number of votes cast “For” exceeds the number of votes cast “Withhold.”
| |||
| Proposal No. 2 Ratification of Independent Registered Public Accounting Firm | If you do not provide voting instructions, your broker may not vote on this matter, except Proposal 2.
The proposal to appoint Ernst & Young LLP as our independent registered public accounting firm for the year ending March 31, 2022 will be ratified by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the results of this vote.
| |||
| Proposal No. 3 Advisory Approval of Our Executive Compensation | If you do not provide voting instructions, your broker may not vote on this matter.
The advisory vote approving executive compensation will be determined by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the results of this vote.
Although this advisory vote is non-binding, the compensation committee and our board of directors will review the results of the vote. The compensation committee will consider our shareholders’ preferences and take them into account in making future determinations concerning the compensation of our executives.
| |||
| 16 | 2021 PROXY STATEMENT |
|
Our Company is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust.
|
Independence |
• Eight of our nine directors are independent • Our Chairman is an independent director • Our CEO is the only management director • All of our Board committees are comprised of only independent directors and have the ability to hire third-party advisors | |
| Executive Sessions |
• The independent directors regularly meet in executive sessions • The Non-Executive Chairman presides at executive sessions of the independent directors | |
| Board Oversight of |
• Our Audit Committee annually reviews our guidelines and policies that govern the process by which we assess and manage our exposure to risk • Our Compensation and Succession Committee reviews the annual compensation risk assessment and retains an independent compensation consultant • We have recoupment or clawback provisions to recover certain executive pay | |
| Stock Ownership |
• Our Directors and Executives are subject to minimum stock ownership requirements designed to align their interests with those of stockholders | |
| Board Diversity |
• Our current Board has a rich mixture of educational, professional, experiential, age, gender and global diversity and maintain rigorous director qualification standards | |
| Vote Standard |
• Voluntarily adopted majority voting in uncontested election; plurality voting in contested election |
Corporate Responsibility
We understand that corporate citizenship is essential to the success and long-term sustainability of our business. This has shown to be especially true considering the events that have unfolded over the last year including social unrest, the Covid-19 pandemic and global economic volatility. In fiscal year 2021, the Company accelerated its efforts to increase transparency and make meaningful progress with respect to our Environmental, Social and Governance (“ESG”) priorities. We formalized and integrated a comprehensive platform, building a solid foundation to build upon for years to come. We are committed to operating with integrity, keeping our employees safe, contributing to our local and global communities, promoting diversity equity and inclusion, training and developing our employees, and focusing on being thoughtful environmental stewards. For more information on our ESG programs, see our Columbus McKinnon Fiscal Year 2021 Corporate Social Responsibility Report.
|
|
2021 PROXY STATEMENT | 17 |
CORPORATE GOVERNANCE POLICY
Environmental, Social and Governance Priorities
It is essential that we are fact based and data driven when setting our ESG priorities so that we can be very intentional and focused on topics that are material and unique to our business and strategic goals. In determining our material ESG topics, we engaged our stakeholders (employees, shareholders, customers and communities) to determine their highest priorities. Then we considered the ESG topics that are critical to our business based on alignment with our strategic goals, opportunity for value creation, risk mitigation and relative maturity of each topic within the Company. The results were clear as to where we needed to focus our resources for Fiscal Year 2021. We doubled down on our environmental stewardship commitments by setting goals to minimize our waste and reduce our emissions through energy management. We also recognize a responsibility to our employees to provide them with a safe, inclusive environment and a connected culture through our mission, vision, and values. We continued to prioritize our customers by providing them with quality and innovative solutions for intelligent motion and our shareholders by creating value, managing risk and practicing strong governance.
| 18 | 2021 PROXY STATEMENT |
|
CORPORATE GOVERNANCE POLICY
Environmental, Social and Governance Structure
Our Board continues to provide oversight of management’s efforts around our material ESG topics and is committed to supporting the Company’s efforts to operate as a sound corporate citizen. Last year we created and filled the position of Director of Corporate Social Responsibility to develop an integrated ESG strategy and help prioritize and drive material initiatives in this space. In Fiscal Year 2021, we also hired a Director of Diversity, Equity, and Inclusion, and will continue to invest in people, technology and enablers that further advance our ESG program in Fiscal Year 2022 and beyond. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long-term value. Therefore, we also have built an integrated cross functional ESG governance structure and processes that ensure efficient data collection, communication, engagement, and the opportunity to provide feedback at every level of our organization.
ESG Integrated Governance Structure
|
Board Governance Committee Oversight
|
|
|
2021 PROXY STATEMENT | 19 |
CORPORATE GOVERNANCE POLICY
| 20 | 2021 PROXY STATEMENT |
|
CORPORATE GOVERNANCE POLICY
|
|
2021 PROXY STATEMENT | 21 |
CORPORATE GOVERNANCE POLICY
|
|
2021 PROXY STATEMENT | 23 |
CORPORATE GOVERNANCE POLICY
| Independent Members:
Heath A. Mitts, Chair
Liam G. McCarthy
Kathryn V. Roedel
Aziz S. Aghili
Michael Dastoor
Meetings in 2020: 6 |
Primary Responsibilities
• Assist the Board in monitoring the integrity of our financial statements, our compliance with financial reporting and related legal and statutory requirements and the independence and performance of our internal and external auditors.
• Review our risk assessment and risk management policies.
• Select and employ a firm of independent registered public accountants to audit our financial statements and internal control over financial reporting each year, which firm is ultimately accountable to the Audit Committee and the Board.
Each member of our Audit Committee is independent as defined under the Securities Exchange Act of 1934, as amended and section 3 of the Sarbanes-Oxley Act of 2002, and under the NASDAQ Stock Market, Inc. rules. Pursuant to Section 407 of the Sarbanes-Oxley Act of 2002, our Board of Directors has determined that Messrs. Mitts and Dastoor qualify as “audit committee financial experts.” The duties of our Audit Committee consist of (i) appointing or replacing our independent auditors, (ii) pre-approving all auditing and permitted non-audit services provided to us by our independent auditors, (iii) reviewing with our independent auditors and our management the scope and results of our annual audited financial statements, our effectiveness of internal control over financial reporting, our quarterly financial statements and significant financial reporting issues and judgments made in connection with the preparation of our financial statements, (iv) reviewing our management’s assessment of the effectiveness of our internal controls, (v) reviewing insider and affiliated party transactions , (vi) establishing procedures for the receipt, retention and treatment of complaints received regarding accounting or internal controls , and (vii) overseeing the enterprise risk management system. The Audit Committee is governed by a written charter approved by the Board of Directors which is posted on the Investor Relations section of our website at www.columbusmckinnon.com. |
| 26 | 2021 PROXY STATEMENT |
|
CORPORATE GOVERNANCE POLICY
Compensation and Succession Committee
| Independent Members:
Liam G. McCarthy, Chair
Jeanne Beliveau-Dunn
Heath A. Mitts
Nicholas T. Pinchuk
Kathryn V. Roedel
Michael Dastoor
Meetings in 2020: 6 |
Primary Responsibilities
• Review and make recommendations to the Board regarding management organization, succession and development programs.
• Review and approve, or recommend for approval, the election of corporate officers and their salaries, incentive compensation and bonus awards.
• Make the decisions required by a committee of the Board under all stock and deferred compensation plans.
• Approve and report to the Board changes in salary ranges for all other major position categories and, as outlined in its charter, changes in our retirement, group insurance, investment, management incentive compensation and bonus and other benefit plans.
Each member of our Compensation and Succession Committee is an independent Director under the NASDAQ Stock Market, Inc., rules currently in effect. The principal functions of this Committee are to (i) review and make recommendations to the Board of Directors concerning our compensation strategy, (ii) establish corporate performance measures and goals under our performance-based incentive programs, (iii) determine individual compensation targets for our executive officers under our incentive programs, (iv) evaluate and certify whether performance goals have been met at the end of the performance period, (v) determine salary increases and award amounts for individual executive officers, (vi) review and approve (or recommend to the Board of Directors for approval) any material changes to our salary, incentive, and benefit programs and assure that these programs are administered in a manner consistent with the compensation strategy, (vii) review and make recommendations to the Board of Directors concerning equity grants, (viii) assess and evaluate risk in connection with our compensation plans and programs, (ix) review and make recommendations to the Board of Directors concerning compensation and bonus for the Chief Executive Officer and Chief Financial Officer, and (x) perform other functions as identified in the Compensation and Succession Committee charter.
The Compensation and Succession Committee is governed by a written charter approved by the Board of Directors which is posted on the Investor Relations section of our website at www.columbusmckinnon.com. Additional information on the Compensation and Succession Committee’s processes and procedures are addressed in the Compensation Discussion and Analysis section of this Proxy Statement. |
|
|
2021 PROXY STATEMENT | 27 |
CORPORATE GOVERNANCE POLICY
Corporate Governance and Nomination Committee
| Independent members:
Kathryn V. Roedel, Chair
Liam G. McCarthy
Aziz S. Aghili
Jeanne Beliveau-Dunn
Nicholas T. Pinchuk
Meetings in 2020: 7 |
Primary Responsibilities
• Make recommendations to the Board concerning the size, composition, skills of the Board and its committees.
• Recommend nominees for election or reelection as directors.
• Consider other matters pertaining to Board membership and governance.
• Evaluate Board performance and assess the adequacy of, and compliance with, our Corporate Governance Guidelines and Code of Business Conduct.
• Ensure governance and integration of material ESG initiatives into overall business strategy.
• Drive diversity in Board succession planning and hiring practices.
Our Corporate Governance and Nomination Committee is responsible for (i) evaluating the composition, skills, organization and governance of our Board of Directors and its committees, (ii) monitoring compliance with our system of corporate governance , and (iii) developing criteria, researching and making recommendations with respect to candidates for membership on our Board of Directors.
Each member of the Corporate Governance and Nomination Committee is an independent Director under the NASDAQ Stock Market, Inc., rules currently in effect. Our Corporate Governance and Nomination Committee does not solicit direct nominations from our shareholders but will give due consideration to written recommendations for nominees from our shareholders for election as directors that are submitted in accordance with our By-Laws. See the information contained in our By-Laws under the heading “Shareholders’ Proposals.”
The Corporate Governance and Nomination Committee is governed by a written charter approved by the Board of Directors which is posted on the Investor Relations section of our website at www.columbusmckinnon.com. |
| 28 | 2021 PROXY STATEMENT |
|
CORPORATE GOVERNANCE POLICY
The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In fiscal 2021, each non-employee director was eligible to receive an annual cash retainer of $65,000, plus the following amounts for specified Board service, which amounts were pro-rated for any partial year service:
| Chairman of the Board |
$ | 60,000 | ||
| Audit Committee Chair |
20,000 | |||
| Compensation and Succession Committee Chair |
20,000 | |||
| Corporate Governance and Nomination Committee Chair |
20,000 | |||
In fiscal 2021, the equity-based portion of each non-employee director’s annual retainer consisted of
1,500 restricted stock units (“RSUs”), which vest over a three-year period, and 1,801 shares of common stock that vested immediately.
In May, 2021 for fiscal year 2022, Director Compensation was changed to an annual cash retainer of 80,000 USD and equity award in the amount of 120,000 USD. Also, the Chairman of the Board Stipend was increased from 60,000 USD to 75,000 USD.
The following table sets forth the compensation of the Company’s directors for the fiscal year ended March 31, 2021.
|
Director |
Fees Earned in Cash(1) ($) |
Stock Awards(2),(3) ($) |
All Other Compensation(4) ($) |
Total(5) ($) | ||||||||||||||||
| Aziz S. Aghili |
65,000 | 109,989 | 23 | 175,012 | ||||||||||||||||
| Jeanne Beliveau-Dunn |
65,000 | 109,989 | — | 174,989 | ||||||||||||||||
| Richard H. Fleming(6) |
93,750 | 109,989 | 51 | 203,790 | ||||||||||||||||
| Liam G. McCarthy |
82,500 | 109,989 | 51 | 192,540 | ||||||||||||||||
| Heath A. Mitts |
85,000 | 109,989 | 51 | 195,040 | ||||||||||||||||
| Nicholas T. Pinchuk |
65,000 | 109,989 | 51 | 175,040 | ||||||||||||||||
| Kathryn V. Roedel |
75,000 | 109,989 | 23 | 185,012 | ||||||||||||||||
| R. Scott Trumbull(7) |
49,253 | 109,989 | 161 | 159,403 | ||||||||||||||||
| Ernest R. Verebelyi(8) |
32,500 | 109,989 | 107 | 142,596 | ||||||||||||||||
| David J. Wilson(9) |
— | — | — | — | ||||||||||||||||
| (1) | For each director, the amount set forth in the fees earned or paid in cash column reflects the annual director cash retainer in the amount of $65,000. In addition, for Mr. Fleming includes the Chairman of the Board fee earned for fiscal 2021 in the amount of $45,000 and for Messrs. McCarthy, Mitts and Trumbull and Ms. Roedel includes committee chair fees earned for fiscal 2021. |
| (2) | Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of common stock ($60,009 for each director) and RSUs ($49,980 for each director). The grant date fair value for each share of restricted stock and RSUs is equal to the market price of our common stock on the date of grant. This figure includes the 1,500 RSUs granted annually, which vest over three years, as well as the $60,009 in shares of common stock that were granted with immediate vesting provisions. |
| (3) | As the Company’s director compensation program includes RSUs that vest over a three-year period, the following directors held the following number of unvested RSUs as of March 31, 2021: Mr. Aghili: 2,625 unvested RSUs; Ms. Beliveau-Dunn: 1,500 unvested RSUs; Mr. Fleming: 2,625 unvested RSUs; Mr. McCarthy: 2,625 unvested RSUs; Mr. Mitts: 2,625 unvested RSUs; Mr. Pinchuk 2,625 unvested RSUs; and Ms. Roedel: 2,625 unvested RSUs. |
| (4) | All other compensation column consists of cash received in lieu of fractional shares. |
| 30 | 2021 PROXY STATEMENT |
|
CORPORATE GOVERNANCE POLICY
| (4) | All other compensation column consists of cash received in lieu of fractional shares. |
| (5) | No additional fees are paid for attendance at Board or committee meetings. Our directors are reimbursed for reasonable expenses incurred in attending such meetings. |
| (6) | Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. The amounts presented in this table represent the fees earned by Mr. Fleming during fiscal 2021 in his capacity as Chairman of the Board, including $45,000 for his service as Chairman of the Board after the completion of his service as our Interim President and Chief Executive Officer. For more information about the full amount earned by Mr. Fleming during fiscal 2021, including for his service as Interim President and Chief Executive Officer and as Chairman of the Board, see “—Summary compensation table” below. |
| (7) | Mr. Trumbull served as a director of the Company until August 29, 2020 when he passed following a long illness. |
| (8) | Mr. Verebelyi deferred 100% of the cash retainer into the Columbus McKinnon Nonqualified Deferred Compensation Plan. Mr. Verebelyi served as a director of the Company until his retirement on July 20, 2020. |
| (9) | Mr. Wilson received no separate compensation as a director of the Company. |
|
|
2021 PROXY STATEMENT | 31 |
|
Name |
Age | Position | ||||
| Richard H. Fleming |
73 | Chairman and Interim President and Chief Executive Officer (January 10, 2020 to June 1, 2020,) | ||||
| David J. Wilson |
52 | President and Chief Executive Officer Elect, Starting Date June 1, 2020 | ||||
| Bert A. Brant |
60 | Vice President Global Manufacturing Operations | ||||
| Appal Chintapalli |
46 | Vice President Engineered Products Group | ||||
| Alan S. Korman |
60 | Vice President Corporate Development, General Counsel, CHRO & Secretary | ||||
| Mario Y. Ramos Lara |
48 | Vice President Global Product Development | ||||
| Peter M. McCormick |
59 | Vice President Crane Solutions Group | ||||
| Mark Paradowski |
51 | Vice President Information Services | ||||
| Gregory P. Rustowicz |
61 | Vice President Finance and Chief Financial Officer and Treasurer | ||||
| Kurt F. Wozniak |
57 | Vice President Industrial Products Group | ||||
All of our executive officers are elected annually at the first meeting of our Board of Directors following the Annual Meeting of Shareholders and serve at the discretion of our Board of Directors. There are no family relationships between any of our officers or Directors. Mr. Peter M. McCormick will depart as Vice President-Crane Solutions effective as of June 30, 2021, after which date Mr. McCormick has indicated that he intends to retire. Recent business experience of our executive officers who are not also Directors follows:
Bert A. Brant joined the Company in February 2018 as V.P. Global Manufacturing Operations. Prior to that he was SVP, Global Operations for Colfax Fluid Handling, a division of Colfax Corporation. Prior to joining Colfax in 2014, he led operations in the U.S., Mexico and Canada for Apex Tool Group. He held other manufacturing and operational leadership roles at Pergo LLC, Rexnord Corporation and Denso Manufacturing, where he was trained by Toyota in Japan on the Toyota Production System.
Appal Chintapalli joined the Company in March 2018 as the VP of Engineered Products. Prior thereto, he was General Manager and Vice President of IT & Edge Infrastructure EMEA in Germany for Vertiv. Previously, he worked in a number of positions for Emerson including Vice President of Marketing for Emerson Network Power EMEA in London, UK, and in the U.S., Vice President of Enterprise Services for the Emerson Climate Division, and Corporate Marketing Manager. Appal holds an MBA from Harvard Business School, and a Bachelor and Master of Science in Chemical Engineering.
Alan S. Korman joined the Company in January 2011 as General Counsel and Assistant Secretary. In July 2011, he was elected V.P., General Counsel and Corporate Secretary. In 2015 he assumed the role of Corporate Development and in November 2017 the role of Chief Human Resources Officer. From 1994 until January 2011, he served in various senior executive positions of responsibility at Ivoclar Vivadent, Inc., including Vice President, General Counsel and Secretary, and President of Pentron Ceramics, Inc.
Mario Y. Ramos Lara joined the Company in June 2018 as Vice President, Global Product Development. Prior thereto, he spent 18 years in various roles at Schneider Electric, most recently Vice President, Strategic Marketing, Product Management and Partnerships for Schneider’s Final Distribution line of business. Other positions at Schneider included Vice President, Global Engineering, Director of Engineering for Low and Medium Voltage Equipment and Director, Global Technology Center in Monterrey, Mexico. Mario holds an MBA from Vanderbilt, and a Bachelor and Master of Science in Mechanical Engineering.
| 32 | 2021 PROXY STATEMENT |
|
OUR EXECUTIVE OFFICERS
Peter M. McCormick joined the Company in 2015 with the acquisition of Magnetek. He served as President/CEO of Magnetek from 2008 until 2016. From 2006 to 2008 he was Executive VP and COO of Magnetek. In 2016 he assumed the role of Integration Manager STAHL. In 2017 he was appointed Vice President Crane Solutions Group.
Mark Paradowski joined the Company in 1997 as a Technical Manager. In August 2013, he was named Vice President—Information Services. Prior to that, he served as Director—Global Information Systems after having served as Director Information Services. Before joining the company, Mr. Paradowski held various positions with Oracle Corporation and Electronic Data Systems (EDS).
Gregory P. Rustowicz joined the Company in August 2011 as Vice President—Finance and Chief Financial Officer. From 2007, he was Vice President Finance and Corporate Treasurer at Momentive Performance Materials Inc. Prior thereto, he spent 20 years in various financial management positions for PPG Industries, Inc., including Group CFO for the Glass, Fiber Glass and Chemicals Businesses, CFO for Transitions Optical, Inc., and Assistant Treasurer and Global Credit Director. Prior to PPG, he worked as a CPA for KPMG.
Kurt F. Wozniak joined Columbus McKinnon in 1999. He was named V.P. Industrial Products Group in 2017. Prior thereto, he was Vice President—Americas on April 1, 2014. Since July 2012, he served as the Vice President—Latin America. Prior to that, he had been Managing Director – Latin America since July 2010. He has also served as Director, Corporate Development and Director, Materials Management. Previously, Mr. Wozniak was a management consultant with Ernst & Young LLP.
|
|
2021 PROXY STATEMENT | 33 |
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of May 12, 2021 regarding the beneficial ownership of our common stock by (i) each person who is known by us to own beneficially more than 5% of our common stock; (ii) by each Director; (iii) by each of our executive officers named in the Summary Compensation Table and (iv) by all of our executive officers and Directors as a group. The business address of each of the executive officers and Directors is 205 Crosspoint Parkway, Buffalo, New York 14068.
|
Directors, Officers and 5% Shareholders |
Number Of Shares(1) |
Percentage Of Class(13) |
||||||
| Richard H. Fleming(2) |
|
61,276 |
|
|
* |
| ||
| David J. Wilson(3) |
|
74,943 |
|
|
* |
| ||
| Nicholas T. Pinchuk(2) |
|
48,550 |
|
|
* |
| ||
| Liam G. McCarthy(2) |
|
45,123 |
|
|
* |
| ||
| Heath A. Mitts(2) |
|
19,441 |
|
|
* |
| ||
| Kathryn V. Roedel(2) |
|
6,594 |
|
|
* |
| ||
| Aziz S. Aghili(2) |
|
6,594 |
|
|
* |
| ||
| Jeanne Beliveau-Dunn(4) |
|
901 |
|
|
|
| ||
| Peter M. McCormick(5) |
|
56,517 |
|
|
* |
| ||
| Alan S. Korman(6) |
|
44,776 |
|
|
* |
| ||
| Gregory P. Rustowicz(7) |
|
87,959 |
|
|
* |
| ||
| Kurt F. Wozniak(8) |
|
57,859 |
|
|
* |
| ||
| All Directors and Executive Officers as a Group (18 persons)(9) |
|
600,029 |
|
|
2.14 |
% | ||
| Columbus McKinnon Corporation Employee Stock Ownership Plan |
|
215,675 |
|
|
* |
| ||
| Dimensional Fund Advisors LP(10) |
|
1,574,465 |
|
|
5.62 |
% | ||
| BlackRock, Inc.(11) |
|
1,827,451 |
|
|
6.53 |
% | ||
| Macquarie Group Ltd.(12) |
|
1,458,772 |
|
|
5.21 |
% | ||
| * | Less than 1% |
| (1) | Rounded to the nearest whole share. Unless otherwise indicated in the footnotes, each of the shareholders named in this table has sole voting and investment power with respect to the shares shown as beneficially owned by such shareholder, except to the extent that authority is shared by spouses under applicable law. |
| (2) | Does not include 2,647 Restricted Stock Units held by each of Messrs. Fleming, Pinchuk, McCarthy, Mitts and Aghili, and Ms. Roedel. |
| (3) | Includes (i) 12,334 shares of common stock owned directly; (ii) 41,905 shares of restricted stock units which are subject to forfeiture, of which 7,607 shares of restricted stock units vest within 60 days; and (iii) 20,704 shares of common stock issuable under options granted to Mr. Wilson which are exercisable within 60 days. Excludes 41,408 shares of common stock issuable under options granted to Mr. Wilson which are not exercisable within 60 days. |
| (4) | Does not include 1,507 Restricted Stock Units held by Ms. Beliveau-Dunn. |
| (5) | Includes (i) 25,260 shares of common stock owned directly; (ii) 17,584 shares of restricted stock units which are subject to forfeiture, of which 9,005 shares of restricted stock units vest within 60 days; and (iii) 13,673 shares of common stock issuable under options granted to Mr. McCormick which are exercisable within 60 days. Excludes 17,369 shares of common stock issuable under options granted to Mr. McCormick which are not exercisable within 60 days. |
| (6) | Includes (i) 11,419 shares of common stock owned directly; (ii) 302 shares of common stock allocated to Mr. Korman’s ESOP account; (iii) 21,514 shares of restricted stock units which are subject to forfeiture, of which 10,131 shares of restricted stock units vest within 60 days; and (iv) 11,541 shares of common stock issuable under options granted to Mr., Korman which are exercisable within 60 days. Excludes 15,127 shares of common stock issuable under options granted to Mr. Korman which are not exercisable within 60 days. |
| 34 | 2021 PROXY STATEMENT |
|
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
| (7) | Includes (i) 40,367 shares of common stock owned directly; (ii) 242 shares of common stock allocated to Mr. Rustowicz’s ESOP account; (iii) 29,257 shares of restricted stock units which are subject to forfeiture, of which 14,271 shares of restricted stock units vest within 60 days; and (iv) 18,093 shares of common stock issuable under options granted to Mr. Rustowicz which are exercisable within 60 days. Excludes 23,463 shares of common stock issuable under options granted to Mr. Rustowicz which are not exercisable within 60 days. |
| (8) | Includes (i) 26,890 shares of common stock owned directly; (ii) 1,609 shares of common stock allocated to Mr. Wozniak’s ESOP account; (iii) 17,216 shares of restricted stock units which are subject to forfeiture, of which 8,619 shares of restricted stock units vest within 60 days; and (iv) 12,144 shares of common stock issuable under options granted to Mr. Wozniak which are exercisable within 60 days. Excludes 16,465 shares of common stock issuable under options granted to Mr. Wozniak which are not exercisable within 60 days. |
| (9) | Includes options to purchase an aggregate of 98,908 shares of common stock issuable to certain executive officers which are exercisable within 60 days. Excludes (i) the shares of common stock owned by the ESOP, except for an aggregate of 3,655 shares allocated to the respective ESOP accounts of our executive officers; and (ii) options to purchase an aggregate of 154,018 shares of common stock issued to certain executive officers which are not exercisable within 60 days. |
| (10) | Information with respect to Dimensional Fund Advisors LP is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2021. Based solely upon information in this Schedule 13G/A, Dimensional Fund Advisors LP has sole dispositive power with respect to all of such shares of common stock. The stated business address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. |
| (11) | Information with respect to BlackRock, Inc. is based on a Schedule 13G/A filed with the Securities and Exchange Commission on January 29, 2021. Based solely upon information in this Schedule 13G/A, BlackRock, Inc. has sole dispositive power with respect to all of such shares of common stock. The stated business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. |
| (12) | Information with respect to Macquarie Group Limited is based on a Schedule 13G/A jointly filed by Macquarie Group Limited, Macquarie Bank Limited, Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust with the Securities and Exchange Commission on February 12, 2021. Based solely upon information in this Schedule 13G/A, Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust have sole dispositive power with respect to 1,449,163 shares of common stock. The stated business address of Macquarie Group Limited is 50 Martin Place, Sydney, New South Wales, Australia. |
| (13) | Percentage was computed based upon 28,000,000 shares outstanding as of May 12, 2021. |
|
|
2021 PROXY STATEMENT | 35 |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission and NASDAQ initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Our executive officers, Directors and greater than 10% shareholders are required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required, we are in compliance with all Section 16(a) filing requirements applicable to our executive officers, Directors and greater than 10% beneficial owners during the fiscal year ended March 31, 2021, except for the late filing of the Form 4’s in connection with restricted stock units granted to Messrs. Rustowicz and Korman on July 20, 2020. The late Form 4 filings were due to the timing of information received on the issuance of the grants.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Audit Committee reviews and makes recommendations where appropriate to the Board of Directors with respect to all related party transactions and relationships. Pursuant to Regulation S-K 404, Code of Conduct and Legal Ethics and Business Compliance Manual and the annual directors’ and officers’ questionnaires that require disclosure of transactions or relationships that may constitute conflicts of interest or require disclosures or affect an independence determination under applicable SEC rules.
The cost of solicitation of proxies will be borne by us, including expenses in connection with preparing and mailing this Proxy Statement. In addition to the use of the mail, proxies may be solicited by personal interviews or by telephone, telecommunications or other electronic means by our Directors, officers and employees at no additional compensation. Arrangements will be made with brokerage houses, banks and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of our common stock, and we will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, some shareholder proposals may be eligible for inclusion in our 2020 proxy statement. These shareholder proposals must be submitted, along with proof of ownership of our stock in accordance with Rule 14a-8, by U.S. mail, postage prepaid, to our Corporate Secretary, Alan S. Korman, at Columbus McKinnon Corporation, 205 Crosspoint Parkway, Buffalo, New York 14068. Failure to deliver a proposal in accordance with this procedure may result in the proposal not being deemed timely received.
In addition, under our By-laws, any shareholder who intends to nominate a candidate for election to the Board or to propose any business at our 2021 annual meeting (other than precatory (non-binding) proposals presented under Rule 14a-8) pursuant to the advance notice provisions of the By-Laws, must give notice to our Corporate Secretary not less 90 days nor more than 120 days prior to the first anniversary of the 2020 Annual Meeting. In each case, the notice must include information specified in
| 36 | 2021 PROXY STATEMENT |
|
SHAREHOLDERS’ PROPOSAL
our By-Laws, including information concerning the nominee or proposal, as the case may be, and information about the shareholder’s ownership of and agreements related to our stock. In the event the date of the 2021 Annual Meeting is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from such anniversary date, notice by the shareholder, to be timely, must be so delivered, or mailed and received, not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. In no event shall any adjournment or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.
In addition to the information required in a notice of a proposal, a notice to our Corporate Secretary with respect to nominations must contain certain information regarding each proposed nominee for director. Further information regarding proposals or nominations by shareholders can be found in Section 1.11 of the Company’s By-Laws. If our Board of Directors or a designated committee determines that any proposal or nomination was not made in a timely fashion or fails to meet the information requirements of Section 1.11, such proposal or nomination will not be considered.
As of the date of this Proxy Statement, the Board of Directors does not intend to present, and has not been informed that any other person intends to present, any matter for action at this meeting other than those specifically referred to in this Proxy Statement. If other matters properly come before the meeting, it is intended that the holders of the proxies will act with respect thereto in accordance with their best judgment.
CONTACTING THE BOARD OF DIRECTORS
Our Board of Directors has adopted a written policy regarding communications with our Board of Directors. A copy of this policy is posted on the Investor Relations section of the Company’s website at www.columbusmckinnon.com.
DIRECTOR ORIENTATION AND CONTINUING EDUCATION
Our orientation programs familiarize new directors with our Company’s businesses, strategies, and policies, and assist new directors in developing the skills and knowledge required for their service on the Board. Throughout the year we also present educational materials including a membership to the National Association of Corporate Directors to the Board to assist our directors in maintaining skills and knowledge necessary or appropriate for the performance of their responsibilities.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationship exists between any member of our Compensation and Succession Committee or any of our executive officers and any member of any other company’s board of directors or compensation committee (or equivalent), nor has any such relationship existed in the past. No member of our Compensation and Succession Committee was, during fiscal year 2021 or prior thereto, an officer or employee of our Company or any of our subsidiaries.
|
|
2021 PROXY STATEMENT | 37 |
Review of Our Audited Financial Statements
Our Audit Committee is comprised of the Directors named below, each of whom is independent as defined under Section 10A(m) of the Securities Exchange Act of 1934 and Section 3 of the Sarbanes-Oxley Act of 2002 and under Rule 5605 of the NASDAQ Stock Market, Inc., listing standards as currently in effect. In addition, pursuant to the requirements of Section 407 of the Sarbanes-Oxley Act of 2002, our Board of Directors has determined that Mr. Mitts qualifies as “an Audit Committee financial expert.”
The Audit Committee operates under a written charter which includes provisions requiring Audit Committee advance approval of all audit and non-audit services to be provided by the Company’s independent registered public accounting firm. However, as a matter of course, we will not engage any outside accountants to perform any significant audit or non-audit services without the prior approval of the Audit Committee.
The Audit Committee has reviewed and discussed with our management our audited financial statements for the fiscal year ended March 31, 2021. The Audit Committee has also discussed with Ernst & Young LLP, our independent auditors, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit Committees.”
The Audit Committee has also received and reviewed the written disclosures and the letter from Ernst & Young LLP, pursuant to applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed the independence of Ernst & Young LLP with that firm.
Based on the review and the discussions noted above, the Audit Committee recommended to our Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 for filing with the Securities and Exchange Commission.
Heath A. Mitts, Chair
Liam G. McCarthy
Kathryn V. Roedel
Aziz S. Aghili
May 16, 2021
| 38 | 2021 PROXY STATEMENT |
|
COMPENSATION OF EXECUTIVE OFFICERS
Report on Executive Compensation
The Compensation and Succession Committee of the Board of Directors recommends the compensation for our President and Chief Executive Officer and Chief Financial Officer to the full Board of Directors for approval and approves the compensation for our other executive officers. This Committee is composed entirely of Directors who are neither executive officers nor employees (“associates”) of our Company. In addition, the Compensation and Succession Committee recommends grants under our 2016 Long Term Incentive Plan, as Amended in 2019, and oversees the administration of other compensation plans and programs.
The Compensation and Succession Committee has reviewed the Compensation Discussion and Analysis set forth below and has discussed it with management. In reliance on the reviews and discussions referred to above, the Compensation and Succession Committee recommended to the Board of Directors (and the Board has approved) that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the year ended March 31, 2021 for filing with the Securities and Exchange Commission.
| Liam G. McCarthy, Chair Jeanne Beliveau-Dunn Heath A. Mitts Nicholas T. Pinchuk Kathryn V. Roedel |
May 16, 2021
|
|
2021 PROXY STATEMENT | 39 |
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Practices
|
What We Do |
What We Don’t Do | |
| Pay for Performance Philosophy |
No Excise Tax Gross Ups Upon Change-in-Control | |
| Minimum Stock Ownership Policy for Named Executive Officers (“NEOs”) |
No Excessive Executive Perquisites | |
| Double Trigger Equity Acceleration Upon a Change-in-Control |
No Tax Gross Ups on Perquisites or Benefits | |
| Independent Consultant Retained by Compensation & Succession Committee |
No Repricing of Underwater Stock Options Without Stockholder Approval | |
| Regular Review of Share Utilization |
No Inclusion of Long-term Incentive Awards in Severance or Retirement Benefit Calculations | |
| Maintain a Clawback Policy |
No Permitted Hedging, Short Sales or Derivative Transactions in Company stock | |
| Review Compensation Related Risks |
No Guaranteed Salary Increases or Guaranteed Annual Incentive Bonuses for NEOs | |
Overview, Philosophy and Objectives
| 40 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
Elements of Our Compensation Program for NEOs
Our compensation philosophy and objectives are achieved by using the following elements in our compensation program for NEOs:
|
Element |
Description | Key Objective | ||
| Base Salary |
Provide a fixed level of current cash compensation consistent with the executive’s primary duties and responsibilities |
Designed to be market competitive and enable us to attract and retain talented executives | ||
| Short-Term Incentives—Annual Incentive |
Provide “at risk” compensation directly tied to attainment of annual key business objectives |
Designed to motivate and reward achievement of financial, operational and strategic goals | ||
| Long-Term Incentives—Stock Options |
Align executives with shareholders and offer retention with gradual vesting schedule. Provide motivation for long-term goals and overall growth |
Designed to be market competitive, motivate and reward achievement of stock price growth and align executive’s interests with those of the shareholder | ||
| Long-Term Incentives— Restricted Stock Units (Time-based) |
Align executives with shareholders and offer retention with gradual vesting schedule. Provide motivation for long-term goals and overall growth |
Designed to retain executives and align their interests with those of our shareholders | ||
| Long-Term Incentives— Restricted Stock Units (Performance-based) |
Provide variable compensation based on performance achieved against pre-established goals |
Designed to retain executives and align their interests with those of our shareholders | ||
| Retirement Benefits |
Provide comprehensive retirement savings vehicles through qualified and non-qualified plans. Supports retention with gradual vesting schedule |
Market-based retirement programs targeted to attract and retain talented executives while encouraging retirement savings | ||
| Severance |
Provide severance protection equal to one week of salary for every year of service |
Designed to be competitive in the market and allow for the attraction of talented candidates | ||
|
|
2021 PROXY STATEMENT | 43 |
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Policies and Practices
| Fiscal 2021 Peer Group |
|
| ||
| Alamo Group Inc. |
Albany International Corp. | Altra Industrial Motion Corp. | ||
| Astec Industries Inc. |
Barnes Group Inc. | Chart Industries, Inc. | ||
| CIRCOR International, Inc. |
Commercial Vehicle Group, Inc. | Enerpac Tool Group Corp. | ||
| EnPro Industries, Inc. |
ESCO Technologies Inc. | Federal Signal Corporation | ||
| L.B. Foster Company |
Franklin Electric Co., Inc. | Graco Inc. | ||
| Kadant Inc. |
Lydall, Inc. |
The Manitowoc Company, Inc. | ||
| NN, Inc. |
RBC Bearings Incorporated |
Standex International Corporation | ||
| Tennant Company |
|
| ||
| 44 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
The following table shows the dollar values and pay mix percentages of our fiscal 2021 target direct pay opportunities for our NEOs:
|
Executive Officer(1) |
Base Salary |
Annual Target Opportunity |
Total Cash Compensation Opportunity |
Long-Term Incentive Target Opportunity ($) |
Total Target Pay Opportunity | ||||||||||||||||||||
| David J. Wilson |
750,000 | 375,000 | 1,125,000 | 1,800,000 | 2,925,000 | ||||||||||||||||||||
| President and Chief Executive Officer |
25% | 13% | 38% | 62% | 100% | ||||||||||||||||||||
| Gregory P. Rustowicz |
415,403 | 135,006 | 550,409 | 498,484 | 1,048,893 | ||||||||||||||||||||
| Vice President Finance and Chief Financial Officer |
39% | 13% | 52% | 48% | 100% | ||||||||||||||||||||
| Peter M. McCormick |
373,320 | 93,330 | 466,650 | 373,320 | 839,970 | ||||||||||||||||||||
| Vice President—Crane Solutions |
45% | 10% | 55% | 45% | 100% | ||||||||||||||||||||
| Kurt F. Wozniak |
355,103 | 97,653 | 452,756 | 355,103 | 807,859 | ||||||||||||||||||||
| Vice President—Industrial Products |
44% | 12% | 56% | 44% | 100% | ||||||||||||||||||||
| Alan S. Korman |
357,958 | 98,439 | 456,397 | 322,162 | 778,559 | ||||||||||||||||||||
| Vice President Corporate Development, General Counsel and CHRO |
46% | 13% | 59% | 41% | 100% | ||||||||||||||||||||
| (1) | Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. Mr. Fleming continues to serve as the Chairman of the Board. Given Mr. Fleming’s limited period of service as Interim President and Chief Executive Officer of the Company during fiscal 2021, he has been omitted from this target direct pay opportunity table. For information on amounts earned by Mr. Fleming in his capacity as Chairman of the Board, see “—Director Compensation” above. For more information on the full amount earned by Mr. Fleming during fiscal 2021, including for his service as Interim President and Chief Executive Officer and as Chairman of the Board, see “—Summary Compensation Table” below. |
| (2) | Fiscal 2021 Annual Incentive Plan Targets were reduced by 50% due to the COVID-19 pandemic. |
|
|
2021 PROXY STATEMENT | 45 |
COMPENSATION DISCUSSION AND ANALYSIS
Base salaries were not adjusted in 2020 due to the COVID-19 pandemic:
|
Executive Officer
|
Fiscal
2020 Adjustments
|
Fiscal 2021 Base Salary
|
Percentage
| ||||||||||||
| Richard H. Fleming(1) Chairman of the Board and Interim President and Chief Executive Officer |
— | 300,000 | — | ||||||||||||
| David J. Wilson(2) President and Chief Executive Officer |
— | 750,000 | — | ||||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
— | 415,403 | — | ||||||||||||
| Peter M. McCormick Vice President—Crane Solutions |
— | 373,320 | — | ||||||||||||
| Kurt F. Wozniak Vice President—Industrial Products |
— | 355,103 | — | ||||||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel and CHRO |
— | 357,958 | — | ||||||||||||
| (1) | Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. This amount represents the base salary for Mr. Fleming assuming that he served as our Interim President and Chief Executive Officer for all of fiscal 2021. Mr. Fleming continues to serve as the Chairman of the Board. For more information on amounts earned by Mr. Fleming in his capacity as Chairman of the Board, see “—Director Compensation” above. For more information on the full amount earned by Mr. Fleming during fiscal 2021, including for his service as Interim President and Chief Executive Officer and as Chairman of the Board, see “—Summary Compensation Table” below. |
| (2) | Mr. Wilson assumed the role of President of Chief Executive Officer on June 1, 2020. This amount represents the base salary for Mr. Wilson assuming that he served as our President and Chief Executive Officer for all of fiscal 2021. |
|
|
2021 PROXY STATEMENT | 47 |
COMPENSATION DISCUSSION AND ANALYSIS
| Driver Performance Level |
Percentage of Target (to be multiplied by weight for each Driver) | ||||
| Maximum Performance Level (or higher) |
200% | ||||
| Target Performance Level |
100% | ||||
| Threshold Performance Level |
50% | ||||
| Below Threshold Performance Level |
0% | ||||
Fiscal 2021 Annual Incentive Plan Design
Financial Measures and Weights—80% of Plan and Strategic Goals—20% of Plan
|
Fiscal 2021 drivers (April 1, 2020 to March 31, 2021) |
Richard H. Fleming |
David J. Wilson |
Gregory P. Rustowicz |
Peter M. McCormick |
Kurt F. Wozniak |
Alan S. Korman | ||||||||||||||||||||||||
| Consolidated EBIT |
— | 40 | % | 40 | % | — | — | 40 | % | |||||||||||||||||||||
| Industrial Products EBIT |
— | — | — | — | 40 | % | — | |||||||||||||||||||||||
| Crane Solutions Group EBIT |
— | — | — | 40 | % | — | — | |||||||||||||||||||||||
| Consolidated Free Cash Flow |
— | 40 | % | 40 | % | 40 | % | 40 | % | 40 | % | |||||||||||||||||||
| Strategic Goals (Key Business Objectives) |
— | 20 | % | 20 | % | 20 | % | 20 | % | 20 | % | |||||||||||||||||||
The fiscal year 2021 financial targets, performance achieved as a percent of target, and the fiscal year 2021 payout percentages under each Driver are shown below:
| Fiscal 2021 Annual
Incentive Plan— EBIT and Free Cash Flow (Dollars in Millions) | ||||||||||
| Fiscal 2021 Drivers (April 1, 2020—March 31, 2021) |
Threshold ($) |
Target ($) |
Maximum ($) |
Result ($) |
Fiscal 2021 Performance % of Target | |||||
| Consolidated EBIT(1) |
38.3 |
45.0 |
51.8 |
48.9 |
157% | |||||
| Industrial Products EBIT(1) |
45.1 |
53.1 |
61.1 |
48.8 |
73% | |||||
| Crane Solutions Group EBIT(1) |
21.7 |
25.5 |
29.3 |
28.3 |
174% | |||||
| Consolidated Free Cash Flow(1) |
32.4 |
36.0 |
39.6 |
86.6 |
200% | |||||
| Strategic Goals (Key Business Objectives)(2) |
0% to 200% |
180% | ||||||||
| 48 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
| (1) | Fiscal 2021, EBIT and Free Cash Flow were adjusted to eliminate the impact of divestitures, foreign exchange and certain other one-time items. |
| (2) | Strategic Goals percentage payout could range from 0% to 200%. Average NEOs Strategic payout was 180%. |
Annual incentive targets, strategic and overall achievement percentages, as well as, the overall incentive payment as a percentage of base salary awarded for fiscal 2021 are shown below:
| Executive Officer |
Annual Incentive Plan Target for Fiscal 2021 (% of
Base |
Overall Annual Adjusted |
Actual Payout Based on Performance Achieved (% of Base Salary) | ||||||||||||
| Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
— | — | — | ||||||||||||
| David J. Wilson President and Chief Executive Officer |
50% | 183% | 91% | ||||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
33% | 183% | 59% | ||||||||||||
| Peter M. McCormick Vice President—Crane Solutions |
25% | 180% | 45% | ||||||||||||
| Kurt F. Wozniak Vice President—Industrial Products |
28% | 139% | 38% | ||||||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel and CHRO |
28% | 183% | 50% | ||||||||||||
| (1) | Fiscal 2021 Annual Incentive Plan targets were reduced by 50% due to the COVID-19 pandemic. |
| (2) | Overall Annual Incentive Plan Ratings were rounded to the nearest whole decimal. |
|
|
2021 PROXY STATEMENT | 49 |
COMPENSATION DISCUSSION AND ANALYSIS
| Executive Officer |
Long-Term Incentive for Fiscal 2021 (% of Base Salary) | ||||
| Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
— | ||||
| David J. Wilson President and Chief Executive Officer |
240 | % | |||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
120 | % | |||
| Peter M. McCormick Vice President—Crane Solutions |
100 | % | |||
| Kurt F. Wozniak Vice President—Industrial Products |
100 | % | |||
| Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
90 | % | |||
In fiscal 2021, the target long-term incentive mix for our NEOs consists of non-qualified stock options (one-third of target value), restricted stock or RSUs (one-third of target value), and PSUs (one-third of target value). Dollar values are converted to share numbers based on an estimate of expected value at initial grant.
| 50 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
The following tables summarize the equity granted as part of the NEOs’ annual compensation for fiscal 2021:
|
Executive Officer |
Target (#) |
Options Granted (#) |
RSUs Granted (#) |
Shares Granted (#) |
||||||||||||
| Richard H. Fleming(2) Chairman of the Board and Interim President and Chief Executive Officer |
— | — | — | 4,757 | ||||||||||||
| David J. Wilson President and Chief Executive Officer |
50,719 | (3) | 62,112 | 60,719 | (3) | — | ||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
6,573 | 20,667 | 11,573 | (4) | — | |||||||||||
| Peter M. McCormick Vice President—Crane Solutions |
4,923 | 15,478 | 4,923 | — | ||||||||||||
| Kurt F. Wozniak Vice President—Industrial Products |
4,683 | 14,722 | 4,683 | — | ||||||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
4,248 | 13,357 | 9,248 | (4) | — | |||||||||||
| (1) | Grant represents target value for fiscal 2021 and, except for Mr. Wilson, was granted on May 18, 2020. Mr. Wilson was granted his PSUs on June 1, 2020. |
| (2) | Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. This amount represents the shares received by Mr. Fleming for his service as our Interim President and Chief Executive Officer during fiscal 2021. Mr. Fleming continues to serve as the Chairman of the Board. For more information on amounts earned by Mr. Fleming in his capacity as Chairman of the Board, see “—Director Compensation” above. For more information on the full amount earned by Mr. Fleming during fiscal 2021, including for his service as Interim President and Chief Executive Officer and as Chairman of the Board, see “—Summary compensation table” below. |
| (3) | Includes additional PSUs and RSUs granted as part of a sign-on grant. |
| (4) | Includes additional RSUs granted as part of a retention grant. |
|
|
2021 PROXY STATEMENT | 51 |
COMPENSATION DISCUSSION AND ANALYSIS
For the PSUs granted in fiscal 2021, these PSUs are subject to vesting based on the performance and payout relationship as illustrated in the table below:
|
Driver Performance Level |
Original Fiscal 2023 ROIC Targets |
Adjusted Fiscal 2023 ROIC Targets(1) |
Percentage of Award(2) |
|||||||||
| Maximum ROIC for Fiscal 2023 |
13.5 | % | 11.5 | % | 200 | % | ||||||
| Target ROIC for Fiscal 2023 |
11.5 | % | 9.5 | % | 100 | % | ||||||
| Threshold ROIC for Fiscal 2023 |
9.5 | % | 7.0 | % | 50 | % | ||||||
| Threshold not achieved |
|
|
|
|
|
|
0 | % | ||||
| (1) | ROIC performance targets for fiscal 2023 are required to be adjusted pursuant to the agreements for acquisitions and divestitures by the Company. As such, following the acquisition of Dorner in May 2021, the maximum, target and threshold goals were adjusted to 11.5%, 9.5% and 7.0%, respectively. |
| (2) | Award will be interpolated based upon achievement between levels. |
Stock Option Granting Practices
Retirement and Deferred Compensation
| 52 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
2021 PROXY STATEMENT | 55 |
COMPENSATION DISCUSSION AND ANALYSIS
The following table sets forth the cash compensation, as well as certain other compensation earned during the fiscal years ended March 31, 2021, 2020 and 2019, for the Interim President and CEO, CEO, CFO and each of the Company’s three other most highly compensated executive officers who received annual compensation in excess of $100,000:
|
Name And Principal Position |
Fiscal Year |
Salary ($) |
Bonus(1) ($) |
Stock Awards(2) ($) |
Option Awards(3) ($) |
Non-Equity Incentive Plan Compensation(4) ($) |
Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) |
All Other Compensation(6) ($) |
Total(7) ($) |
|||||||||||||||||||||||||||
| Richard H. Fleming(7) Chairman of the Board and Interim President and Chief Executive Officer |
2021 | 143,750 | — | 254,079 | — | — | — | 51 | 397,880 | |||||||||||||||||||||||||||
| 2020 | 92,742 | — | — | — | — | — | — | 92,742 | ||||||||||||||||||||||||||||
| 2019 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| David J. Wilson, President and Chief Executive Officer |
2021 | 625,000 | 375,000 | 2,943,078 | 600,002 | 685,650 | — | 343,880 | 5,572,610 | |||||||||||||||||||||||||||
| 2020 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| 2019 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
2021 | 415,403 | 150,000 | 493,481 | 166,163 | 246,845 | 5,111 | 34,651 | 1,511,654 | |||||||||||||||||||||||||||
| 2020 | 415,403 | — | 482,356 | 166,164 | 375,641 | 4,525 | 16,995 | 1,461,085 | ||||||||||||||||||||||||||||
| 2019 | 403,304 | — | 322,624 | 161,323 | 471,866 | 6,368 | 16,983 | 1,382,468 | ||||||||||||||||||||||||||||
| Peter M. McCormick Vice President—Crane Solutions |
2021 | 373,320 | 110,000 | 248,907 | 124,443 | 167,770 | — | 15,800 | 1,040,240 | |||||||||||||||||||||||||||
| 2020 | 374,529 | — | 358,874 | 124,424 | 231,682 | 2,003 | 22,753 | 1,114,265 | ||||||||||||||||||||||||||||
| 2019 | 366,000 | — | 219,600 | 109,795 | 340,380 | 24,997 | 15,786 | 1,076,558 | ||||||||||||||||||||||||||||
| Kurt F. Wozniak Vice President—Industrial Products |
2021 | 355,103 | 105,000 | 236,772 | 118,365 | 136,011 | 12,043 | 28,757 | 992,051 | |||||||||||||||||||||||||||
| 2020 | 355,103 | — | 391,736 | 118,365 | 240,461 | 55,624 | 17,073 | 1,178,362 | ||||||||||||||||||||||||||||
| 2019 | 338,193 | — | 202,915 | 101,456 | 372,012 | 13,221 | 16,809 | 1,044,606 | ||||||||||||||||||||||||||||
| Alan S. Korman Vice President Corporate Development General Counsel & CHRO |
2021 | 357,958 | 100,000 | 375,929 | 107,390 | 179,985 | 4,574 | 6,511 | 1,132,347 | |||||||||||||||||||||||||||
| 2020 | 357,958 | — | 364,816 | 107,384 | 273,895 | 3,682 | 8,642 | 1,116,377 | ||||||||||||||||||||||||||||
| 2019 | 340,912 | — | 204,518 | 102,270 | 365,628 | 1,925 | 7,228 | 1,022,481 | ||||||||||||||||||||||||||||
| (1) | For Mr. Wilson, the amount presented in the bonus column represents a one-time sign-on cash bonus received in the amount of $375,000. For Messrs. Rustowicz, McCormick, Wozniak and Korman, the amounts presented in the bonus column represent special retention-related bonuses received in January 2021. |
| (2) | The amounts shown in this column reflect the aggregate grant date fair value for RSUs and PSUs granted in the year indicated under the Columbus McKinnon 2016 Long Term Incentive Plan, as amended and restated in 2019. However, for purposes of this table, estimates of forfeitures have been removed. The grant date fair value for each RSU and PSU is equal to the market price of our common stock on the date of grant. PSUs are recognized as compensation expense based upon their grant date fair value and to the extent it is probable that the performance conditions will be met. The assumptions used in valuing the performance shares granted in fiscal 2019, 2020 and 2021 are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2021 filed with the Securities and Exchange Commission on May 26, 2021. |
| (3) | The amounts shown in this column reflect the aggregate grant date fair value for non-qualified stock options to purchase our common stock granted in the year indicated under the Columbus McKinnon 2016 Long -Term Incentive Plan, as amended and restated in 2019. However, for purposes of this table, estimates of forfeitures have been removed. A Black-Scholes valuation approach has been chosen for these calculations. The assumptions used in valuing these grants for fiscal 2019, 2020 and 2021 are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2021 filed with the Securities and Exchange Commission on May 26, 2021. For fiscal 2021, the weighted-average assumptions used in calculating the grant date fair value of the stock options granted in fiscal 2021 reported in the option awards column are the following: (i) risk-free interest rate of 0.24%, (ii) expected life of 5.5 years, (iii) volatility factor of 0.380 and (iv) dividend yield of 0.94%. The weighted average grant date fair value of option awards granted on May 18, 2020 to Messrs. Rustowicz, McCormick, Wozniak and Korman is $8.04 per share based on the Black Scholes valuation approach. The weighted average grant date fair value of option awards granted to Mr. Wilson on June 1, 2020 is $9.66 per share based on the Black Scholes valuation approach. |
| (4) | Represents amounts earned under the Annual Incentive Plan. |
| 56 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
| (5) | Represents the aggregate change in actuarial value under the CMCO Pension Plan from April 1, 2020 to March 31, 2021 for Messrs. Wozniak and Korman. Messrs. Fleming, Wilson and Rustowicz are not covered by a Company-sponsored pension plan. In accordance with SEC rules, to the extent the aggregate change in present value of a defined benefit plan for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 and the aggregate compensation for the NEO in the total column has not been adjusted to reflect the negative amount. As such, the amount reported for Mr. McCormick for fiscal 2021 was $0 because the aggregate change in actuarial value under the Magnetek Pension Plan from April 1, 2020 to March 31, 2021 for Mr. McCormick was ($5,066). In addition, the Company sponsors the NQDC Plan under which eligible participants may elect to defer a portion of their cash compensation. Participation is detailed in the Non-Qualified Deferred Contribution Plan table below. |
| (6) | For Mr. Wilson, the amount presented in the all other compensation column for fiscal 2021 includes a perquisite in the amount of $333,495 consisting of relocation expenses paid for by the Company under its relocation policy, which expenses were incurred in connection with Mr. Wilson’s relocation of his residence to the Company’s headquarters in Buffalo, New York. For Messrs. Rustowicz, Wozniak and Korman, the amount presented in the all other compensation column for fiscal 2021 includes $17,251, $13,157 and $4,859, respectively, that the Company has contributed on behalf of such individual under the NQDC Plan. For additional information, see “—Non-qualified deferred compensation” below. For Messrs. Wilson, Rustowicz, Wozniak and Korman, the remaining amounts for fiscal 2021 consist of matching contributions under the Columbus McKinnon Thrift 401(k) plan. For Mr. McCormick, represents matching contributions under the Magnetek 401(k) plan. |
| (7) | Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. Mr. Fleming continues to serve as the Chairman of the Board. Of the amount reported above in the salary column, $48,750 represents the annual director retainer received by Mr. Fleming and $45,000 represents fees received by Mr. Fleming for his service as Chairman of the Board, in each case, for the period of time during fiscal 2021 after the completion of his service as Interim President and Chief Executive Officer. Of the amount reported above in the stock award column, $109,989 represents the grant date fair value of the stock award received by Mr. Fleming pursuant to the annual stock retainer granted to Mr. Fleming in his capacity as a director of the Company. The amount reported in the other compensation column consists of cash in lieu of fractional shares. For more information on amounts earned by Mr. Fleming in his capacity as a director and Chairman of the Board, see “—Director compensation” above. |
|
|
2021 PROXY STATEMENT | 57 |
COMPENSATION DISCUSSION AND ANALYSIS
The following table sets forth information with respect to plan-based awards granted in fiscal 2021 to the NEOs in the summary compensation table, including awards under the Annual Incentive Plan, and equity awards of stock options, PSUs and RSUs:
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) |
Estimated Future Payouts Under Equity Incentive Plan Awards(3) |
All Other Awards: Number of |
All Other Option Securities |
Exercise or Base Price Awards(4) ($/Sh) |
Grant Date Fair Value of ($) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Name |
Grant Date(1) |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,757 | (6) |
|
|
|
|
|
|
144,090 | ||||||||||||||||||||||||||||
| 7/20/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 | (7) |
|
|
|
|
|
|
49,980 | ||||||||||||||||||||||||||||
| 7/20/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,801 | (8) |
|
|
|
|
|
|
60,009 | ||||||||||||||||||||||||||||
| David J. Wilson President and Chief Executive Officer |
|
|
|
187,500 | 375,000 | 750,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
|
25,360 | 50,719 | 101,438 |
|
|
|
|
|
|
|
|
|
1,339,489 | |||||||||||||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,719 | (9) |
|
|
|
|
|
|
600,009 | ||||||||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,000 | (11) |
|
|
|
|
|
|
1,003,580 | ||||||||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,112 | (10) | 30.29 | 600,002 | ||||||||||||||||||||||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
|
|
|
67,503 | 135,006 | 270,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
3,287 | 6,573 | 13,146 |
|
|
|
|
|
|
|
|
|
166,165 | |||||||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,573 | (9) |
|
|
|
|
|
|
166,165 | ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,667 | (10) | 25.52 | 166,162 | ||||||||||||||||||||||||||||||
| 7/20/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 | (12) |
|
|
|
|
|
|
161,150 | ||||||||||||||||||||||||||||
| Peter M. McCormick Vice President— Crane Solutions |
|
|
|
46,665 | 93,330 | 186,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
2,462 | 4,923 | 9,846 |
|
|
|
|
|
|
|
|
|
124,453 | |||||||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,923 | (9) |
|
|
|
|
|
|
124,453 | ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,478 | (10) | 25.52 | 124,443 | ||||||||||||||||||||||||||||||
| Kurt F. Wozniak Vice President— Industrial Products |
|
|
|
48,827 | 97,653 | 195,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
2,342 | 4,683 | 9,366 |
|
|
|
|
|
|
|
|
|
118,386 | |||||||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,683 | (9) |
|
|
|
|
|
|
118,386 | ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,722 | (10) | 25.52 | 118,365 | ||||||||||||||||||||||||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
|
|
|
49,220 | 98,439 | 196,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
2,124 | 4,248 | 8,496 |
|
|
|
|
|
|
|
|
|
107,389 | |||||||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,248 | (9) |
|
|
|
|
|
|
107,389 | ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,357 | (10) | 25.52 | 107,390 | ||||||||||||||||||||||||||||||
| 7/20/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 | (12) |
|
|
|
|
|
|
161,150 | ||||||||||||||||||||||||||||
| (1) | The grant date is the date on which the equity awards were approved by our Board. |
| (2) | Represents the potential payout range under the Annual Incentive Plan for fiscal 2021 discussed above. The final fiscal 2021 payout can be found in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” |
| (3) | Represents the potential payout range related to PSUs awarded to NEOs on the grant date, subject to achievement of ROIC performance targets for fiscal 2023, where 7.0% results in threshold achievement, 9.5% results in target achievement and 11.5% or greater results in maximum achievement. Each PSU will be settled in a share of our common stock. |
| (4) | Represents per-share exercise price of the options and is equal to the average of the high and low price on the grant date. |
| (5) | Amounts in this column reflect the aggregate grant date fair value of the equity awards. The grant date fair value for each PSU and RSU is equal to the average of the high and low market price of our common stock on the date of grant. A Black-Scholes valuation approach has been utilized for valuing the options. For additional information on the assumptions used in valuing these awards, see footnotes 1 and 2 to the summary compensation table set forth above. |
| (6) | Represents shares granted to Mr. Fleming for his service as our Interim President and Chief Executive Officer, which vested immediately on the date of grant. |
| (7) | Represents RSUs granted to Mr. Fleming in connection with his service as a member of our Board that vest at a rate of 50% on the one-year anniversary of the grant date, and 25% per year thereafter. |
| 58 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
| (8) | Represents shares granted to Mr. Fleming in connection with his service as a member of our Board, which vested immediately on the date of grant. |
| (9) | Represents RSUs granted under the fiscal 2021 long-term incentive program, which vest at a rate of 33% per year beginning one year from the date of grant, except that RSUs may vest earlier in the event of death, disability, retirement, or change-in-control. |
| (10) | Represents the number of shares of our common stock underlying options awarded to the NEOs on the grant date. The options vest at a rate of 33% per year beginning one year from the date of grant, except that options may vest earlier in the event of death, disability, retirement or change-in-control. They expire 10 years from the date of grant, or earlier in the event of death, disability or retirement. The weighted average grant date fair value of option awards granted on May 18, 2020 is $8.04 per share and granted on June 1, 2020 is $9.66 per share, in each case based on the Black Scholes valuation. |
| (11) | Represents RSUs granted under the fiscal 2021 long-term incentive program, which vest at a rate of 50% immediately on the grant date and 50% on the second anniversary of the grant date, except that RSUs may vest earlier in the event of death, disability, retirement or change-in-control. |
| (12) | Represents RSUs granted under the fiscal 2021 long-term incentive program that vest at a rate of 33% per year one year from the grant date, except that RSUs may vest earlier in the event of death, disability, retirement or change-in-control. |
|
|
2021 PROXY STATEMENT | 59 |
COMPENSATION DISCUSSION AND ANALYSIS
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information with respect to the NEOs named in the summary compensation table relating to (i) unexercised stock options and (ii) PSUs and RSUs that have not vested, and are outstanding as of March 31, 2021.
|
|
Option Awards | RSU Awards | PSU Awards | ||||||||||||||||||||||||||||||||||||||||||
| Name |
Number of Securities Underlying Unexercised Options Exercisable |
Option Awards Number of Securities Underlying Unexercised Options Unexercisable |
Equity Incentive Plan Number of Securities Underlying Unexercised Unearned Options |
Option Exercise Price ($) |
Option Expiration Date |
Number of or Units of Stock That Have Not Vested |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That |
Equity Incentive Plan Awards: Market or Payout Value of Units or Other Rights that Not Vested ($) | ||||||||||||||||||||||||||||||||||||
| Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375 | (20) | 19,785 |
|
|
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750 | (21) | 39,570 |
|
|
|
|
|
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 | (22) | 79,140 |
|
|
|
|
|
| ||||||||||||||||||||||
| David J. Wilson President and Chief Executive Officer |
|
|
|
62,112 | (19) | N/A | 30.29 | 5/18/2030 | 19,000 | (18) | 1,002,440 | 50,719 | (23) | 2,675,934 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,719 | (24) | 1,198,654 |
|
|
|
|
|
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| 9,330 | (6) |
|
|
|
|
|
|
27.12 | 5/19/2024 | 1,478 | (10) | 77,979 | 4,428 | (17) | 233,621 | ||||||||||||||||||||||||||||||
| 11,716 | (7) |
|
|
|
|
|
|
24.94 | 5/18/2025 | 2,214 | (11) | 116,811 | 4,411 | (16) | 232,724 | ||||||||||||||||||||||||||||||
| 28,333 | (8) |
|
|
|
|
|
|
15.16 | 5/23/2026 | 3,308 | (9) | 174,530 | 6,573 | (5) | 346,791 | ||||||||||||||||||||||||||||||
| 14,625 | (2) | 4,875 | (2) |
|
|
|
24.33 | 5/22/2027 | 3,844 | (12) | 202,809 |
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5,948 | (3) | 5,949 | (3) |
|
|
|
38.70 | 5/22/2028 | 6,573 | (15) | 346,791 |
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 3,356 | (4) | 10,066 | (4) |
|
|
|
35.16 | 5/20/2029 | 5,000 | (13) | 263,800 |
|
|
|
|
|
| ||||||||||||||||||||||||||||
|
|
|
|
20,667 | (1) |
|
|
|
25.52 | 5/18/2030 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
| Peter M. McCormick Vice President— Crane Solutions |
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| 11,932 | (2) | 3,978 | (2) |
|
|
|
24.33 | 5/22/2027 | 1,206 | (10) | 63,629 | 3,014 | (17) | 75,350 | |||||||||||||||||||||||||||||||
| 4,048 | (3) | 4,049 | (3) |
|
|
|
38.70 | 5/22/2028 | 1,507 | (11) | 79,509 | 3,303 | (16) | 82,575 | |||||||||||||||||||||||||||||||
| 2,513 | (4) | 7,539 | (4) |
|
|
|
35.16 | 5/20/2029 | 2,477 | (9) | 130,687 | 4,923 | (5) | 259,737 | |||||||||||||||||||||||||||||||
|
|
|
|
15,478 | (1) |
|
|
|
25.52 | 5/18/2030 | 2,819 | (12) | 148,730 |
|
|
|
|
|
| |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,923 | (15) | 259,737 |
|
|
|
|
|
| ||||||||||||||||||||||
| Kurt F. Wozniak Vice President— Industrial Products |
4,490 | (8) |
|
|
|
N/A | 15.16 | 5/23/2026 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| 8,925 | (2) | 2,975 | (2) | N/A | 24.33 | 5/22/2027 | 902 | (10) | 47,950 | 2,785 | (17) | 146,937 | |||||||||||||||||||||||||||||||||
| 3,741 | (3) | 3,741 | (3) |
|
|
|
38.70 | 5/22/2028 | 1,393 | (11) | 73,495 | 3,142 | (16) | 165,772 | |||||||||||||||||||||||||||||||
| 2,391 | (4) | 7,170 | (4) |
|
|
|
35.16 | 5/20/2029 | 2,356 | (9) | 124,303 | 4,683 | (5) | 247,075 | |||||||||||||||||||||||||||||||
|
|
|
|
14,722 | (1) |
|
|
|
25.52 | 5/18/2030 | 884 | (14) | 46,640 |
|
|
|
|
|
| |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,691 | (12) | 141,977 |
|
|
|
|
|
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,683 | (15) | 247,075 |
|
|
|
|
|
| ||||||||||||||||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
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| 5,609 | (7) |
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24.94 | 5/18/2025 | 920 | (10) | 48,539 | 2,807 | (17) | 148,097 | ||||||||||||||||||||||||||||||
| 16,140 | (8) |
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15.16 | 5/23/2026 | 1,404 | (11) | 74,075 | 2,851 | (16) | 150,419 | ||||||||||||||||||||||||||||||
| 9,103 | (2) | 3,035 | (2) |
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24.33 | 5/22/2027 | 2,138 | (9) | 112,801 | 4,248 | (5) | 150,419 | |||||||||||||||||||||||||||||||
| 3,771 | (3) | 3,771 | (3) |
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38.70 | 5/22/2028 | 884 | (14) | 46,640 |
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| 2,169 | (4) | 6,505 | (4) |
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35.16 | 5/20/2029 | 2,563 | (12) | 135,224 |
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13,357 | (1) |
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4,248 | (5) | 224,124 |
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5,000 | (13) | 263,800 |
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| (1) | These options were granted May 18, 2020 and vest 33% per year beginning May 18, 2021. |
| 60 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
| (2) | These options were granted May 22, 2017 and vest 25% per year beginning May 22, 2018. |
| (3) | These options were granted May 22, 2018 and vest 25% per year beginning May 22, 2019. |
| (4) | These options were granted May 20, 2019 and vest 25% per year beginning May 20, 2020. |
| (5) | These PSUs were granted on May 18, 2020 and vest 100% on the third anniversary of the grant, May 18, 2023, based on ROIC for the full year ended March 31, 2023. |
| (6) | These options were granted May 19, 2014 and vest 25% per year beginning May 19, 2015. |
| (7) | These options were granted May 18, 2015 and vest 25% per year beginning May 18, 2016. |
| (8) | These options were granted May 23, 2016 and vest 25% per year beginning May 23, 2017. |
| (9) | These RSUs were granted May 20, 2019 and vest 25% per year beginning May 20, 2020. |
| (10) | These RSUs were granted May 22, 2017 and vest 25% per year beginning May 22, 2018. |
| (11) | These RSUs were granted May 22, 2018 and vest 25% per year beginning May 22, 2019. |
| (12) | These RSUs were granted January 20, 2020 and vest 100% on the second anniversary of the grant date. |
| (13) | These RSUs were granted July 20, 2020 and vest 33% per year beginning July 20, 2021. |
| (14) | These RSUs were granted May 20, 2019 and vest 33% per year beginning May 20, 2020. |
| (15) | These RSUs were granted May 18, 2020 and vest 33% per year beginning May 18, 2021. |
| (16) | These PSUs were granted May 20, 2019 and vest 100% on the third anniversary of the grant, May 20, 2022. The actual award earned will be adjusted effective March 31, 2021 based upon our EBITDA margin for the fiscal year ended March 31, 2021. |
| (17) | These PSUs were granted May 22, 2018 and vest 100% on the third anniversary of the grant, May 22, 2021. The award earned will be adjusted effective March 31, 2020 based upon our EBITDA margin for the fiscal year ended March 31, 2020. |
| (18) | These RSUs were granted June 1, 2020 and vest 50% on the second anniversary of the grant date. |
| (19) | These options were granted June 1, 2020 and vest 33% per year beginning May 18, 2021. |
| (20) | These RSUs were granted July 23, 2018 and vest on July 23, 2021. |
| (21) | These RSUs were granted July 22, 2019 and vest 50% per year beginning July 22, 2021. |
| (22) | These RSUs were granted July 20, 2020 and vest 50% on July 20, 2021, 25% on July 20, 2022 and 25% on July 20, 2023. |
| (23) | These PSUs were granted on June 1, 2020 and vest 100% on May 18, 2023, based on ROIC for the full year ended March 31, 2023. |
| (24) | These RSUs were granted June 1, 2020 and vest 33% per year beginning May 18, 2021. |
Options Exercised and Stock Vested
The following table sets forth information with respect to the NEOs named in the summary compensation table relating to the exercise of stock options, and the vesting of PSUs and RSUs, in fiscal 2021:
| Option Awards | Stock Awards | |||||||||||||||||
| Name |
Number of Shares on Exercise |
Value on Exercise(1) ($) |
Number of Shares on Vesting |
Value on Vesting(2) ($) |
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| Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
— | — |
|
4,757 | 144,090 | |||||||||||||
| David J. Wilson President and Chief Executive Officer |
— | — |
|
19,000 | 575,510 | |||||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
10,181 | 189,260 |
|
13,255 | 351,648 | |||||||||||||
| Peter M. McCormick Vice President—Crane Solutions |
5,161 | 112,946 |
|
10,386 | 275,359 | |||||||||||||
| Kurt F. Wozniak Vice President—Industrial Products |
— | — |
|
8,723 | 231,302 | |||||||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
4,386 | 48,330 |
|
8,777 | 232,748 | |||||||||||||
| (1) | Represents the difference between the option exercise price and the average of the high and low market prices of our common stock on the date of exercise as quoted on NASDAQ multiplied by the number of shares acquired. |
| (2) | Represents the average of the high and low market price of our common stock on the vesting date multiplied by the number of shares acquired. |
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|
2021 PROXY STATEMENT | 61 |
COMPENSATION DISCUSSION AND ANALYSIS
The following table sets forth with respect to each of our plans that provide retirement benefits to our NEOs, (i) the years of credited service of each of the executives named in the summary compensation table, (ii) the present value of his or her accumulated benefit, and (iii) payments received by him or her during fiscal 2021:
|
Name |
Plan Name |
Number of Years of Credited Service(1) |
Present ($) |
Payments During Last Fiscal Year ($) |
||||||||||
| Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
N/A(3) | — | — | — | ||||||||||
| David J. Wilson President and Chief Executive Officer |
N/A(3) | — | — | — | ||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
N/A(3) | — | — | — | ||||||||||
| Peter M. McCormick Vice President—Crane Solutions |
Magnetek FlexCare Plus Retirement Pension Plan | 10.04 | (4) | 128,527 | — | |||||||||
| Kurt F. Wozniak, Vice President—Industrial Products |
Columbus McKinnon Corporation Monthly Retirement Benefit Plan | 11.58 | (4) | 348,746 | — | |||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
Columbus McKinnon Corporation Monthly Retirement Benefit Plan | 0.17 | (4) | 9,462 | — | |||||||||
| (1) | Years of credited service determined as of March 31, 2021. For more information about our retirement program see “—Director Compensation—Elements of Our Compensation Program for NEOs” in this prospectus. |
| (2) | The present value of accumulated benefit under the CMCO Pension Plan is calculated as of March 31, 2021 using (i) a discount rate of 3.19% for the CMCO Pension Plan and 3.05% for the Magnetek Pension Plan, (ii) the Pri-2012 mortality tables and generational projection using Scale MP-2020. |
| (3) | Messrs. Fleming, Wilson and Rustowicz were not covered by a Company sponsored pension plan. |
| (4) | Mr. Wozniak and Mr. Korman have an accrued benefit under the CMCO Pension Plan that was frozen at March 31, 2012. Mr. McCormick has an accrued benefit under the Magnetek Pension Plan that was frozen at June 30, 2003. |
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|
2021 PROXY STATEMENT | 63 |
COMPENSATION DISCUSSION AND ANALYSIS
Non-Qualified Deferred Compensation
The Company maintains the NQDC Plan under which eligible participants (including our directors and U.S.-based NEOs) may elect to defer a portion of their cash compensation. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements. For more information about our retirement program, see “—Director Compensation—Elements of Our Compensation Program for NEOs” in this prospectus.
|
Name |
Executive Contributions in fiscal 2021 |
Company Contributions in fiscal 2021(1) |
Aggregate earnings in fiscal 2021 |
Aggregate withdrawals / |
Aggregate balance at 3/31/2021 |
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| Richard H. Fleming(2) Chairman of the Board and Interim President and Chief Executive Officer |
— | — | — | — | — | |||||||||||||||
| David J. Wilson President and Chief Executive Officer |
— | — | — | — | — | |||||||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
16,776 | 17,251 | 52,878 | (30,977 | ) | 150,636 | ||||||||||||||
| Peter M. McCormick(2) Vice President—Crane Solutions |
— | — | — | — | — | |||||||||||||||
| Kurt F. Wozniak Vice President—Industrial Products |
12,292 | 13,157 | 470 | (19,173 | ) | 45,257 | ||||||||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
— | 4,859 | 18,991 | — | 38,073 | |||||||||||||||
| (1) | This column represents the Company’s matching contributions made under the NQDC Plan in fiscal 2021. For Messrs. Rustowicz, Wozniak and Korman, these amounts are reflected in the all other compensation column of the summary compensation table set forth above. During fiscal 2021, the Company nonelective contribution under the NQDC Plan equal to 2% of the participant’s eligible compensation in excess of the Section 401(a)(17) contribution limit was suspended due to the COVID-19 pandemic. |
| (2) | Not a participant in the NQDC plan. |
| 64 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
Other Potential Post-Employment Payments
It is our policy to provide severance benefits to each of our U.S.-based full-time salaried associates and hourly associates not covered by a collective bargaining agreement who involuntarily lose their positions without cause. Eligible associates who sign a release generally receive one week of base salary at the rate then in effect for each full year of continuous service (with any fractions being rounded up). The following table sets forth the gross amount each NEO would receive under various termination scenarios described above using the following assumptions:
| • | Termination of employment on March 31, 2021 |
| • | Exercise of all options and vesting of all RSUs based on the closing market price of $52.76 per share of our common stock on March 31, 2021 |
|
Name |
Voluntary Termination ($) |
Retirement ($) |
Involuntary Termination($) |
Termination with Change in control ($) |
Death ($) |
Change in Control ($) |
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| Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
— | — | — | — | — | — | ||||||||||||||||||
| David J. Wilson President and Chief Executive Officer |
129,203 | (1) | 4,411,604 | (2) | 6,699,307 | (3) | 8,608,299 | (4) | 4,911,604 | (5) | — | (6) | ||||||||||||
| Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
2,866,929 | (1) | 5,609,297 | (2) | 2,946,814 | (3) | 8,072,766 | (4) | 6,025,297 | (5) | — | (6) | ||||||||||||
| Peter M. McCormick Vice President—Crane Solutions |
1,778,777 | (1) | 3,591,698 | (2) | 1,979,796 | (3) | 5,709,097 | (4) | 3,897,570 | (5) | — | (6) | ||||||||||||
| Kurt F. Wozniak Vice President—Industrial Products |
3,098,389 | (1) | 4,800,281 | (2) | 3,248,625 | (3) | 7,088,445 | (4) | 4,971,064 | (5) | — | (6) | ||||||||||||
| Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
1,402,722 | (1) | 3,327,694 | (2) | 1,478,444 | (3) | 5,324,534 | (4) | 3,681,081 | (5) | — | (6) | ||||||||||||
| (1) | Includes (i) the value of vested stock options, (ii) accrued vacation through the date of termination, (iii) the vested portion of each such NEO’s 401(k) Plan account, (iv) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, and (v) any vested benefits under our ESOP. In addition, each NEO would be entitled to receive accrued salary through the date of termination. |
| (2) | Includes (i) the value of vested stock options, (ii) accrued vacation through the date of termination, (iii) the vested portion of each such NEO’s 401(k) Plan account, (iv) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, (v) any vested benefits under our ESOP, (vi) unless otherwise provided in an equity award agreement, the value of all options, restricted shares or RSUs and performance shares or RSUs which become fully vested and (vii) awards under the Annual Incentive Plan earned in fiscal 2021. In addition, each NEO would be entitled to receive accrued salary through the date of termination. |
| (3) | Includes (i) severance, (ii) the value of vested stock options, (iii) accrued vacation through the date of termination, (iv) the vested portion of each such NEO’s 401(k) Plan account, (v) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, and (vi) any vested benefits under our ESOP. In addition, each NEO would be entitled to receive accrued salary through the date of termination. |
| (4) | Includes (i) termination payments under the change-in-control agreements (up to the maximum permitted), (ii) the value of vested stock options, (iii) accrued vacation through the date of termination, (iv) the vested portion of each such NEO’s 401(k) Plan account, (v) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, (vi) any vested benefits under our ESOP and (vii) awards under the Annual Incentive Plan earned in fiscal 2021. Termination payments under the change-in-control agreements include (i) a lump sum severance payment equal to three times the sum of (a) annual salary and (b) the greater of (1) the annual target bonus under the Annual Incentive Plan in |
|
|
2021 PROXY STATEMENT | 65 |
COMPENSATION DISCUSSION AND ANALYSIS
| effect on the date of termination and (2) the annual target bonus under the Annual Incentive Plan in effect immediately prior to the change-in-control, (ii) a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost of continued coverage if COBRA is elected under the Company group health plans, (iii) a lump sum payment equal to the actuarial equivalent of the pension payment which would have accrued under our tax-qualified retirement plans had each such NEO’s continued to be employed by us for three additional years, (iv) unless otherwise provided in an equity award agreement, the value of all options, restricted shares or RSUs and earned performance shares or RSUs for which the vesting period has not been completed which become fully vested. For purposes of this calculation, we have also assumed that any PSUs for which the performance period has not yet been completed and, as a result, remain unearned will be assumed by the successor entity, and therefore are not included as part of the figure shown above. In addition, each NEO would be entitled to receive accrued salary through the date of termination |
| (5) | Includes (i) Company provided group term life insurance benefits, (ii) the value of vested stock options, (iii) accrued vacation through the date of termination, (iv) the vested portion of each such NEO’s 401(k) Plan account, (v) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, (vi) any vested benefits under our ESOP, (vii) unless otherwise provided in an equity award agreement, the value of all stock options not previously vested, restricted shares or RSUs and performance shares or RSUs which become fully vested and (viii) awards under the Annual Incentive Plan earned in fiscal 2021. In addition, accrued salary through the date of termination would be paid out. |
| (6) | No payments or awards are provided unless restricted shares, RSUs, PSUs and options held by the NEOs are not assumed by the successor entity. In the event that the successor entity does not assume the restricted shares, RSUs, PSUs and options, all restricted shares, options, RSUs, earned PSUs for which the vesting period has not been completed and unearned PSUs (which would become earned RSUs at target achievement levels) would be vested and payable to the NEOs. |
Equity Compensation Plan Information
The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of March 31, 2021, including the Restricted Stock Plan, Omnibus Plan, Non-Qualified Plan and ISO Plan:
|
Plan Category |
Number of Securities to be Issued upon Exercise of Outstanding Warrants and Rights |
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) |
Number of Securities Remaining for Future Issuance under Equity Compensation Plans (excluding securities | ||||||||||||
| Equity compensation plans approved by security holders |
657,814 | 27.45 | 2,252,478 | ||||||||||||
| Equity compensation plans not approved by security holders |
— | — | — | ||||||||||||
| Total |
657,814 | 27.45 | 2,252,478 | ||||||||||||
| 66 | 2021 PROXY STATEMENT |
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
2021 PROXY STATEMENT | 67 |
205 Crosspoint Parkway | Buffalo, New Yrok 14068
www.columbusmckinnon.com
| YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:
| ||||
|
PROXY TABULATOR: P.O. BOX 8016, CARY, NC 27512-9903
|
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INTERNET Go To: www.proxypush.com/CMCO • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote | ||
|
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PHONE Call 1-844-926-2035 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions | |||
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• Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided | |||
| Columbus McKinnon Corporation
|
Annual Meeting of Stockholders
For Stockholders as of May 24, 2021
| TIME: | Monday, July 19, 2021 10:00 AM, Eastern Time |
| PLACE: | Annual Meeting to be held live via the Internet - please visit |
www.proxydocs.com/CMCO for more details.
This proxy is being solicited on behalf of the Board of Directors
The undersigned appoints David J. Wilson and Gregory P. Rustowicz, (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of Columbus McKinnon Corporation, a New York corporation (“the Company”), the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held virtually at www.proxydocs.com/CMCO on Monday, July 19, 2021 at 10:00 AM, ET and all adjournments thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” all nominees for director and “FOR” each proposal. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign and return this card.
All votes for ESOP participants must be received by 11:59 PM, Eastern Time July 14, 2021.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Columbus McKinnon Corporation
Annual Meeting of Stockholders
| Please make your marks like this: |
|
Use dark black pencil or pen only |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1, 2 AND 3
| PROPOSAL | YOUR VOTE | BOARD OF DIRECTORS RECOMMENDS | ||||||||
| 1. | To elect nine Directors to hold office until the 2022 Annual Meeting and until their successors have been elected and qualified. |
| ||||||||
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FOR | WITHHOLD | ||||||||
| 1.01 Richard H. Fleming | ☐ | ☐ | FOR | |||||||
| 1.02 David J. Wilson | ☐ | ☐ | FOR | |||||||
| 1.03 Nicholas T. Pinchuk | ☐ | ☐ | FOR | |||||||
| 1.04 Liam G. McCarthy | ☐ | ☐ | FOR | |||||||
| 1.05 Heath A. Mitts | ☐ | ☐ | FOR | |||||||
| 1.06 Kathryn V. Roedel | ☐ | ☐ | FOR | |||||||
| 1.07 Aziz S. Aghili | ☐ | ☐ | FOR | |||||||
| 1.08 Jeanne Beliveau-Dunn | ☐ | ☐ | FOR | |||||||
| 1.09 Michael Dastoor | ☐ | ☐ | FOR | |||||||
| FOR | AGAINST | ABSTAIN | ||||||||
| 2. | To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2022. | ☐ | ☐ | ☐ | FOR | |||||
| 3. | To conduct a shareholder advisory vote on the compensation of our named executive officers. | ☐ | ☐ | ☐ | FOR | |||||
| 4. | To take action upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof. | |||||||||
You must register to attend the meeting online and/or participate at www.proxydocs.com/CMCO
Authorized Signatures - This section must be completed for your Instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
| Signature (and Title if applicable) | Date | Signature (if held jointly) |
Date |
