2018 Guide to Effective Proxies
6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 358 • Opened the Compass Minerals Innovation Center for product research and development. The center serves both the salt and the plant nutrition businesses. • Returned almost $100 million directly to stockholders through dividends in 2017. Setting Executive Compensation . The performance of our executive officers is essential to achieving our goal of increasing stockholder value. To align executive officer interests with those of stockholders and to motivate and reward individual initiatives and effort, a significant portion of our NEOs’ compensation is at-risk and performance-based, with metrics aligned to the Company’s financial results and business strategy, with a clear connection to the NEO’s individual performance. Our executive compensation program is intended to offer an opportunity for gain in the event of successful performance against established criteria, balanced with the prospect of reduced compensation in the absence of success. As we do every year, we ensured our compensation philosophy and compensation policies aligned with legal requirements and our objectives. In 2017, we have: • Entered into an amended and restated employment agreement with our CEO, and • Recalibrated our payout scales for the MAIP (our annual cash incentive program) and rTSR PSUs. Our stockholders have consistently affirmed their support of our executive compensation program. At last year’s annual meeting of stockholders, 94.9% of the shares cast voted in favor of our say-on-pay proposal on NEO compensation. The Compensation Committee views this vote as supportive of our overall approach to executive officer compensation. 2017 Key Compensation Elements . The key elements of our executive compensation program did not change in 2017. These elements are described in detail starting on page 29 and are summarized below. Long-Term Incentive Compensation Salary Bonus Options RSUs rTSR PSUs ROIC PSUs Who receives All NEOs When granted Reviewed annually Granted annually and paid in February of following year Annually Form of delivery Cash Equity Type of performance Short-term emphasis Long-term emphasis Performance period Ongoing 1 year 4 years 3 years How payout determined Committee judgment (with CEO input for other NEOs) Formulaic & Committee judgment Formulaic; Depends on stock price on exercise date Formulaic; Committee verifies RSU performance hurdle Formulaic; Committee verifies performance criteria Most recent performance measures N/A Company and individual performance factors Stock price appreciation Adjusted EBITDA performance hurdle rTSR ROIC • Base Pay . We believe that our base salary is competitive and appropriate to attract and retain top talent. Base salaries for our NEOs (other than Mr. Standen) averaged 5.0% below the median of our market group companies in 2017. The table on page 31 provides additional details. • Management Annual Incentive Program . The MAIP is our annual cash bonus program and is a variable performance-based element of executive compensation that rewards our NEOs for individual and overall Company performance results achieved in the most recently completed year. Based on our 2017 performance, MAIP payments averaged 77.3% of target for our NEOs. • Long-term Incentive Compensation . The third element of executive compensation consists of a mix of long-term incentive compensation awards. These awards take the form of stock options, RSUs and PSUs to align management with long-term stockholder interests and provide an appropriate balance of pay at risk. We believe this mix of equity incentives motivates and rewards our NEOs for sustaining longer-term financial 25 Total of 02 pages in section COMPASS MINERALS INTERNATIONAL
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