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2021 Proxy Statement
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Page 74 of 74
2021 Proxy Statement
A Letter from the Chair of Our BoardNotice of Annual Meeting of Stockholders2021 Proxy Statement SummaryTable of Contents
Corporate GovernanceDirector and Director NomineesDirector Nominees for Class III (Term Expiring at Annual Meeting in 2024)Class I Directors (Term Expiring at the Annual Meeting in 2022)Class II Directors (Term Expiring at the Annual Meeting in 2023)Board of DirectorsCommittees of Our Board of DirectorsDirector CompensationRelated Person TransactionsProposal 1: Election of Class III Director Nominees
Compensation Discussion & AnalysisCompensation Discussion and Analysis SummaryCompensation Decisions in 2020Our Executive Compensation Program HighlightsOur Annual Compensation Review ProcessTax TreatmentConclusionCompensation Committee ReportProposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive OfficersSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year-EndOption Exercises and Stock VestedRetirement PlansPayment Upon Change in ControlPayment Upon Retirement, Termination, Disability or DeathCEO Pay Ratio
Audit MattersAudit Committee ReportPricewaterhouseCoopers LLP FeesAudit Committee Pre-Approval Policies and ProceduresProposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial OwnershipGeneral InformationMeet the Board 2021 Proxy Statement
2021 Proxy StatementA Letter from the Chair of Our BoardNotice of Annual Meeting of Stockholders2021 Proxy Statement SummaryTable of Contents
Corporate GovernanceCorporate GovernanceDirector and Director NomineesDirector Nominees for Class III (Term Expiring at Annual Meeting in 2024)Class I Directors (Term Expiring at the Annual Meeting in 2022)Class II Directors (Term Expiring at the Annual Meeting in 2023)Board of DirectorsCommittees of Our Board of DirectorsDirector CompensationRelated Person TransactionsProposal 1: Election of Class III Director Nominees
Compensation Discussion & AnalysisCompensation Discussion & AnalysisCompensation Discussion and Analysis SummaryCompensation Decisions in 2020Our Executive Compensation Program HighlightsOur Annual Compensation Review ProcessTax TreatmentConclusionCompensation Committee ReportProposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive OfficersCompensation of Executive OfficersSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year-EndOption Exercises and Stock VestedRetirement PlansPayment Upon Change in ControlPayment Upon Retirement, Termination, Disability or DeathCEO Pay Ratio
Audit MattersAudit MattersAudit Committee ReportPricewaterhouseCoopers LLP FeesAudit Committee Pre-Approval Policies and ProceduresProposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial OwnershipExecutive Officers & Beneficial OwnershipExecutive OfficersSecurity Ownership of Management and Certain Beneficial Owners
General InformationGeneral Information2021 Annual Meeting of Stockholders2022 Annual Meeting of StockholdersOther Matters
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AGE: 56
Independent DIRECTOR SINCE: 2014
DIRECTOR CLASS: III*
POSITION:
AGE: 58
DIRECTOR SINCE: 2014
DIRECTOR CLASS: II*
POSITION:
COMMITTEES:
AGE: 49
Independent DIRECTOR SINCE: 2017
DIRECTOR CLASS: III*
POSITION:
AGE: 57
Independent DIRECTOR SINCE: 2013
DIRECTOR CLASS: II*
POSITION:
AGE: 68
Independent DIRECTOR SINCE: 2012
DIRECTOR CLASS: I*
POSITION:
COMMITTEES:
AGE: 62
Independent DIRECTOR SINCE: 2006
DIRECTOR CLASS: I*
POSITION:
COMMITTEES:
AGE: 67
Independent DIRECTOR SINCE: 2012
DIRECTOR CLASS: III*
POSITION:
AGE: 61
Independent DIRECTOR SINCE: 2018
DIRECTOR CLASS: II*
POSITION:
AGE: 61
Independent DIRECTOR SINCE: 2015
DIRECTOR CLASS: I*
POSITION:
* Director classes:
Key Facts about our Board
Mark R. Alexander AGE: 56
Independent DIRECTOR SINCE: 2014
DIRECTOR CLASS: III*
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Through his experience as a current CEO and as the
former President of Campbell Soup Company’s largest
division, Mr. Alexander brings to our Board strong
leadership skills and experience in developing and
executing business growth strategies, including through
innovation and mergers and acquisitions. His past business
responsibilities include investing in brand-building,
innovation and expanded distribution, which correspond to
areas of focus at our business operations. His extensive
international experience with consumer branded products
and his background in marketing and customer relations
also provide our Board with expertise and insight as we
leverage our consumer brands in the global market.
BUSINESS EXPERIENCE:
* Director classes:
Keith J. Allman AGE: 58
DIRECTOR SINCE: 2014
DIRECTOR CLASS: II*
POSITION:
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Mr. Allman brings to our Board strong business leadership skills,
hands-on operational experience with our businesses and valuable
insight into our Company’s culture. He played an integral role in
developing our strategies to strengthen our brands and improve our
execution, which has helped to provide the foundation for the current
direction of our Company. His key leadership positions within our
Company have given him deep knowledge of all aspects of our
business, and he possesses a significant understanding of, and
experience with, complex operations as well as company-specific
customer expertise.
BUSINESS EXPERIENCE:
* Director classes:
Marie A. Ffolkes AGE: 49
Independent DIRECTOR SINCE: 2017
DIRECTOR CLASS: III*
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Through her experience as a current CEO and as the former President,
Industrial Gases, Americas for Air Products & Chemicals, Inc.,
Ms. Ffolkes brings to our Board extensive experience in developing and
leading strategy implementation and driving profitability. Ms. Ffolkes’
strong leadership experience allows her to provide valuable
contributions and perspectives to our Board in areas important to our
performance including operations, finance, international markets,
marketing and personnel.
BUSINESS EXPERIENCE:
* Director classes:
Christopher A. O'Herlihy AGE: 57
Independent DIRECTOR SINCE: 2013
DIRECTOR CLASS: II*
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Mr. O’Herlihy joined Illinois Tool Works Inc. in 1989. In his over 30
years with Illinois Tool Works, he has held several executive positions
through which he has acquired extensive knowledge and experience in
all aspects of business, including business strategy, international
business operations, mergers and acquisitions, emerging markets,
financial performance and structure, legal matters, human resources
and talent management. His current responsibilities include developing
and executing that company’s overall corporate growth strategy. He
brings to our Board strategic insight and understanding of complex
business and manufacturing operations, as well as a valuable
perspective on developing innovative products, gained through his
experience with a multi-billion dollar diversified global organization.
BUSINESS EXPERIENCE:
* Director classes:
Donald R. Parfet AGE: 68
Independent DIRECTOR SINCE: 2012
DIRECTOR CLASS: I*
POSITION:
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
As an executive with responsibilities for numerous global businesses,
Mr. Parfet brings extensive financial and operating experience to our
Board, particularly in areas of financial and corporate staff management
and senior operational practices for multiple global business units. His
experience in business development and venture capital firms provides
our Board with a valued perspective on growth and strategy. He is also
experienced in leading strategic planning, risk assessment, human
capital management and financial planning and controls. His global
operating experience, strong financial background and proven
leadership capabilities are especially important to our Board’s
consideration of product and geographic expansion and business
development opportunities.
BUSINESS EXPERIENCE:
* Director classes:
Lisa A. Payne AGE: 62
Independent DIRECTOR SINCE: 2006
DIRECTOR CLASS: I*
POSITION:
COMMITTEES:
RELEVANT SKILLS AND EXPERIENCE:
Ms. Payne provides leadership and executive management experience
to our Board. She also possesses substantial financial, accounting and
corporate finance expertise gained through her experience as Chief
Financial Officer of Taubman Centers and as an investment banker. Her
financial focus and proficiency helped guide Taubman Centers through
the economic recession and increase shareholder value. She brings to
our Board an understanding of growth strategy. In addition, Ms. Payne’s
extensive experience in real estate investment, development and
acquisition gives her an informed and thorough understanding of
macroeconomic factors that may impact our business.
BUSINESS EXPERIENCE:
* Director classes:
John C. Plant AGE: 67
Independent DIRECTOR SINCE: 2012
DIRECTOR CLASS: III*
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Based on his leadership positions with multi-billion dollar diversified
global companies, Mr. Plant brings to our Board strategic insight and
understanding of complex operations as well as a valuable perspective of
international business. He understands how to manage a company
through economic cycles and major transactions. He has a strong
background in finance and extensive knowledge and experience in all
aspects of business, including operations and manufacturing, business
development matters, mergers and acquisitions, financial performance
and structure, legal matters and human resources.
BUSINESS EXPERIENCE:
* Director classes:
Charles K. Stevens, III AGE: 61
Independent DIRECTOR SINCE: 2018
DIRECTOR CLASS: II*
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
Mr. Stevens joined General Motors Company in 1983 with the Buick
Motor Division. In his over 30 years with General Motors Company,
Mr. Stevens acquired significant leadership experience in financial and
accounting operations. His extensive background and expertise provide
to our management and Board a valuable understanding of finance,
financial operations, international financial matters, risk evaluation and
management, mergers and acquisitions and consumer goods. His past
responsibilities include being a vital contributor to developing and
executing business strategies to drive profitable growth, which benefit
our Board as it oversees our strategy.
BUSINESS EXPERIENCE:
* Director classes:
Reginald M. Turner AGE: 61
Independent DIRECTOR SINCE: 2015
DIRECTOR CLASS: I*
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
As an accomplished litigator and legal advisor with expertise in labor
and employment law and government relations, Mr. Turner brings to our
Board substantial insight in these areas. His background, coupled with
his service as a director of a financial institution and a member of its
enterprise risk committee, make him a valuable asset to our Board in
the areas of risk management and finance. Mr. Turner has numerous
and varied experiences in business, civic and charitable leadership
roles, and his skills and insight benefit our Board as it considers issues
of risk management, corporate governance and legal risk.
BUSINESS EXPERIENCE:
* Director classes:
Audit Committee 5 meetings in 2020
All members are independent and financially literate
Ms. Payne and Ms. Ffolkes and Messrs. Alexander, O'Herlihy, Parfet, Plant and Stevens qualify as “audit
committee financial experts” as defined in Item 407(d)(5)(ii) of Regulation S-K
Audit Committee responsibilities include assisting the Board in its oversight of the following:
In addition, our Audit Committee reviews and discusses with management certain key financial and non-financial risks. Audit Committee key activities in 2020:
Organization and Compensation Committee 6 meetings in 2020
All members are independent
*In May, Mr. Losh will reach the retirement age under our Corporate Governance Guidelines and will conclude
his service on our Board effective at the end of our Annual Meeting of Stockholders.
Our Compensation Committee is responsible for the following:
In addition, our Compensation Committee evaluates risks arising from our compensation policies and practices and has determined that such risks are not reasonably likely to have a material adverse effect on us. Our executive officers and other members of management report to the Compensation Committee on executive compensation programs at our business units to assess whether these programs or practices expose us to excessive risk. Compensation Committee key activities in 2020:
Corporate Governance and Nominating Committee 4 meetings in 2020
All members are independent
*In May, Mr. Losh will reach the retirement age under our Corporate Governance Guidelines and will conclude
his service on our Board effective at the end of our Annual Meeting of Stockholders.
Our Governance Committee is responsible for the following:
Governance Committee key activities in 2020:
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Page 74 of 74
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