Proxy-12-28-2020 - Report - Page 32
— 2020 GRANTS OF PLAN-BASED AWARDS —
The following table summarizes the grants of plan-based awards made to the NEOs in the Summary Compensation Table
during the fiscal year ended October 3, 2020.
Name &
Type of
Award
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
Grant
Date(1)
Threshold
Target
Maximum
Grant
Exercise
Date
Underlying Number of Price of
Fair
Common
SARs
SAR
Value
(4)
(5)
Stock
Awarded
Awards
Awards(6)
Maximum
Estimated Future Payouts
Under Equity Incentive Plan
Awards
Threshold
Target
John R. Scannell
STI(2)
N/A $
PSU(3)
11/12/2019
SAR
11/12/2019
— $395,866 $ 659,776 $
— $197,933 $ 329,888
Class B
—
Class B
8,727
17,454
Class B
$750,086
33,969
$85.95
$750,022
Jennifer Walter
STI(2)
N/A $
PSU(3)
11/12/2019
SAR
11/12/2019
— $150,001 $ 250,001 $
— $ 75,000 $ 125,001
Class B
—
Class B
2,909
5,818
Class B
$250,029
11,323
$85.95
$250,007
Donald R. Fishback
STI(2)
N/A $
PSU(3)
—
SAR
—
— $178,951 $ 298,251 $
— $ 89,475 $ 149,126
Class B
—
Class B
—
—
Class B
—
—
—
Mark J. Trabert
STI(2)
N/A $
PSU(3)
11/12/2019
SAR
11/12/2019
— $146,777 $ 244,629 $
— $ 73,389 $ 122,314
Class B
—
Class B
1,746
3,492
Class B
$150,069
6,794
$85.95
$150,009
Maureen M. Athoe
STI(2)
N/A $
PSU(3)
11/12/2019
SAR
11/12/2019
— $136,375 $ 227,292 $
— $ 68,188 $ 113,646
Class B
—
Class B
1,746
3,492
Class B
$150,069
6,794
$85.95
$150,009
6,794
$85.95
$150,069
$150,009
Patrick J. Roche
STI
PSU
SAR
N/A $
11/12/2019
11/12/2019
— $138,862 $ 231,437 $
— $ 69,431 $ 115,718
Class B
—
Class B
Class B
1,746
3,492
(1) The grant date is the date the Board of Directors ratifies the Executive Compensation Committee’s approval of the awards.
(2) Actual amounts paid in cash under the STI plan in fiscal 2020 are reflected in the Summary Compensation Table under the
Non-Equity Incentive Plan Compensation column on page 26. Actual amount of stock earned under the STI plan in fiscal 2020
is reflected in the Summary Compensation Table as part of the amount shown in the Stock Award column. The amounts shown
for the maximum possible payouts under the Non-Equity Incentive Plan Awards represent the cap that payments are subject
to under the STI plan, as described on page 22.
(3) The NEOs, other than Mr. Fishback, were granted PSUs in fiscal 2020 that could convert into Class B shares of Company
stock at the end of the three-year performance period based on two equally-weighted performance criteria. Each criterion has
specified threshold, target and maximum performance payout levels such that performance below threshold results in no PSUs
being earned, performance at target results in 50% of the PSUs being earned and performance at maximum results in 100%
of the PSUs being earned. Proportional adjustment(s) will be applied for performance falling between threshold and target or
target and maximum payout. The NEOs may receive between 0% and 200% of the target number of PSUs granted at the end
of the performance period.
(4) The amounts shown for SAR awards represent the number of SARs granted to each NEO, other than Mr. Fishback, during
fiscal 2020. SARs were granted for Class B shares and vest in equal increments over three years.
(5) The exercise price of a SAR on Class B shares will be equal to the fair market value of one Class B stock share as defined in
the 2014 LTI Plan.
(6) This column shows the aggregate grant date fair value computed in accordance with ASC 718. For SAR awards, the amount
is based on the fair value of the equity-based award as determined using the Black-Scholes option-pricing model multiplied
by the number of securities underlying the SAR awards. For PSUs, the actual value of units received will depend on the
Company’s performance and market value of common stock at the time of settlement. The grant date fair value is based on
the fair value of the equity-based award multiplied by the number of securities underlying the target PSUs. This represents the
amount that the Company expects to expense for accounting purposes over the award’s vesting schedule. The amounts do
not reflect the actual amounts that may be realized by the executive officers. Assumptions made in the calculations of these
amounts may be found in Note 18 to the audited financial statements in the Company’s Annual Report on Form 10-K for the
fiscal year ended October 3, 2020.
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