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DEF 14A
KOPPERS HOLDINGS INC. filed this Form DEF 14A on 04/04/2017
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Table of Contents

EXECUTIVE COMPENSATION

 

 

We also reimburse directors for their out-of-pocket expenses incident to their service on the board and in connection with attendance at board meetings and the annual meeting of shareholders.

The annual equity award is issued to incumbent directors upon the date of our annual meeting. The annual equity award is issued to new non-employee directors upon the date that they are first elected to the board and is prorated for new non-employee directors serving less than twelve months. The actual number of RSUs to be granted to each non-employee director is determined on the grant date and is based upon the closing selling price per share of our common stock at the close of regular hours trading (i.e., before after-hours trading begins) on the NYSE as such price is officially quoted in the composite tape of transactions on the NYSE on the

grant date. The annual equity award vests upon the earlier to occur of (a) the date which is 365 days after the grant date or (b) the date of the next annual meeting of the company, provided that, in both cases, the director remains in continuous service as a director of the company during such period. If a director terminates service prior to the vesting of his or her RSUs, the director will receive, on the date of termination of service, a number of shares equal to the number of shares in which the director would have vested at the end of the vesting period had he/she continued in our service through the end of such period multiplied by a fraction, the numerator of which is the number of days of service the director completed between the award date and the termination of the director’s service and the denominator of which is 365.

 

 

2016 Director Compensation Table

The table below provides information concerning the compensation of our directors for 2016.

 

 Name   

Fees Earned or

Paid in Cash(1)

    

Stock

Awards(2)

     Total  

 David M. Hillenbrand

 

                      $

 

151,000

 

(3) 

 

        $

 

95,001

 

 

 

   $

 

246,001

 

 

 

 Cynthia A. Baldwin

 

    

 

71,000

 

 

 

        $

 

95,001

 

 

 

   $

 

166,001

 

 

 

 Sharon Feng

 

    

 

81,000

 

(4) 

 

        $

 

95,001

 

 

 

   $

 

176,001

 

 

 

 Albert J. Neupaver

 

    

 

81,000

 

(5) 

 

        $

 

95,001

 

 

 

   $

 

176,001

 

 

 

 Louis L. Testoni

 

    

 

86,000

 

(6) 

 

        $

 

95,001

 

 

 

   $

 

181,001

 

 

 

 Stephen R. Tritch

 

    

 

81,000

 

(7) 

 

        $

 

95,001

 

 

 

   $

 

176,001

 

 

 

 Walter W. Turner

 

    

 

35,000

 

(8) 

 

        $

 

—  

 

 

 

   $

 

35,000

 

 

 

 T. Michael Young

 

    

 

80,000

 

(9) 

 

        $

 

95,001

 

 

 

   $

 

175,001

 

 

 

 

(1)

Each director (except Mr. Turner) received a total amount of $70,000 for their 2016 annual cash retainer. Each director (except Mr. Turner and Mr. Young) also received $1,000 in supplemental meeting fees.

 

(2)

On May 11, 2016, each non-management member of the board of directors was granted 3,752 RSUs. The amounts in this column relating to the May 11, 2016 awards represent the grant date fair value of that grant, which is determined by multiplying the shares granted by $25.32 per share, the closing stock price on May 11, 2016. These award grant date fair values have been determined using the assumptions underlying the valuation of equity awards set forth in note 8 of the consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2016. As of December 31, 2016, each non-management director owned 3,752 unvested RSUs.

 

(3)

Dr. Hillenbrand received an additional $80,000 for serving as chairman of the board.

 

(4)

Dr. Feng received an additional $10,000 for serving as chair of the safety, health and environmental committee.

 

(5)

Mr. Neupaver received an additional $10,000 for serving as chair of the strategy and risk committee.

 

(6)

Mr. Testoni received an additional $15,000 for serving as chair of the audit committee.

 

(7)

Mr. Tritch received an additional $10,000 for serving as chair of the management development and compensation committee.

 

(8)

Mr. Turner retired from our board of directors at the annual meeting of shareholders held on May 5, 2017. Mr. Turner received a pro-rated annual cash retainer of $35,000.

 

(9)

Mr. Young received an additional $10,000 for serving as chair of the nominating and corporate governance committee.

 

KOPPERS HOLDINGS INC. - 2017 Proxy Statement    43