Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. ATMI INC (1041577) 10-K/A published on Apr 23, 2014 at 2:23 pm
Reporting Period: Dec 30, 2013
Mr. Scalise has served as a director of the Company since 2010. From 1997 to 2010, Mr. Scalise served as President of the Semiconductor Industry Association (SIA), the premier trade association representing the United States computer chip manufacturing industry on issues of trade, technology, environmental protection, and worker safety and health. Before joining SIA, Mr. Scalise was Executive Vice President and Chief Administrative Officer of Apple Computer, Inc. from 1996 to 1997. From 1991 to 1996, he served as Senior Vice President of Planning and Development and Chief Administrative Officer of National Semiconductor Corporation. Mr. Scalise served on the Board of Directors of the Federal Reserve Bank of San Francisco from 2000 to 2006, including as Chairman from 2003 to 2006. He also served on President George W. Bush’s Council of Advisors on Science and Technology from 2001 to 2009. Mr. Scalise currently serves as a director of Cadence Design Systems, Inc., an electronic design automation software and engineering services company. In addition, Mr. Scalise serves as a director of Intermolecular, Inc. (“Intermolecular”), a company that provides high productivity combinatorial technology products and services for the semiconductor and clean energy sectors. The Company owns approximately 5.5% of the outstanding shares of Intermolecular, and has an ongoing commercial relationship with Intermolecular (which does not meet the threshold for disclosure under applicable regulations). Mr. Scalise recuses himself from any substantive Board of Director discussions that relate to Intermolecular. Mr. Scalise has extensive knowledge of the semiconductor industry, as well as substantial experience as a director and senior executive of public companies in various industries.
Mr. Segall is the Senior Managing Director of Kidron Corporate Advisors, LLC, a New York based mergers and acquisitions corporate advisory boutique and is the CEO of Kidron Capital Advisors LLC, a registered broker dealer. Mr. Segall was the Co-Chief Executive Officer of Investec, Inc., the U.S. investment banking operations of the Investec Group, a South African based specialist bank, from 2001 to 2003. He served as head of investment banking and general counsel at Investec Inc. from 1999 to 2001. From 1996 to 1999, he was a partner at the law firm of Kramer, Levin, Naftalis & Frankel LLP, specializing in cross-border mergers and acquisitions and capital markets activities and between 1991 and 1995 he was an associate at the same firm. Mr. Segall has served as a director of Integrated Asset Management plc, an alternative asset management company, since 2000. He has served as a director of Ronson Europe N.V., a Polish residential real estate development company, since 2008 (appointed Vice Chairman in 2010 and Chairman in 2011). He has served as director of Temco Service Industries, Inc. since February 2011, director of Bel Fuse, Inc. since July 2011 and of Infinity Cross Border Acquisition Corp since July 2012. He served as a director and chairman of the finance committee of Answers Corporation, the owner and operator of the leading Q&A site Answers.com, from December 2004 through April 2011 (when it was sold to Announce Media). He served as director of the Spectrum Group (formerly Escala Group Inc.), a trading and collectibles network company, from 1999 to June 2007, and of Cogo (formerly Comtech Group Inc.), a customized module design solutions business, focusing on the digital media, telecommunications equipment, and industrial business end-markets in China, from 2000 to 2006. He served as a director of Siliconix Inc., a semiconductor component company, from 2000 to 2005. Mr. Segall received an AB in History from Columbia University and a JD from New York University Law School.
Mr. Mahle has served as a director of the Company since 1996. Since September 2009, Mr. Mahle has been retired. From August 2007 through September 2009, Mr. Mahle served as Executive Vice President, Healthcare Policy and Regulatory, for Medtronic, Inc., a medical device manufacturer. From May 2004 to August 2007, Mr. Mahle was Executive Vice President of Medtronic and since January 1998, President of its Cardiac Rhythm Disease Management business. From 1998 to 2004, Mr. Mahle served as Senior Vice President of Medtronic. From 1995 to 1997, Mr. Mahle served as President of the Brady Pacing Business, a division of Medtronic, and prior to 1995, as Vice President and General Manager of the Brady Pacing Business. Since 2010, Mr. Mahle has served on the board of directors of EBR Systems, Inc., a privately-held company pursuing novel approaches to cardiac rhythm management. In November 2011, Mr. Mahle joined the board of Sphere Medical, Ltd., a medical device company in Cambridge, England. Mr. Mahle has broad experience as a senior executive at high-growth companies, including profit and loss responsibility for a $5 billion business and leadership of an organization of 12,000 employees. He has extensive knowledge of the health care industry, including its regulatory framework, product quality requirements and product development issues which were relevant to the expansion of the Company’s LifeSciences business.
Actual awards of PRSUs are established based on comparison to Peer Group data. PRSUs vest based upon the Company’s relative total shareholder return (RTSR) (which represents the percentile within the Russell 2000 of the performance of the Company’s common stock during the applicable performance period (assuming dividend reinvestment), with the baseline determined by reference to the average price during the 60 trading days prior to the commencement of the applicable performance period versus the average price during the 60 trading days prior to the completion of the applicable performance period). The performance periods for the 2013 awards are: (1) January 1, 2013 to December 31, 2014, and (2) January 1, 2013 to December 31, 2015. The total award is divided equally between the two separate performance tranches. For example, if a total target award were 900 shares, then 450 shares is assigned to the first performance tranche, and 450 shares is assigned to the second performance tranche. In general, awards vest based on a straight-line basis ranging from 25% to 175% of the target number of shares that may be earned under the PRSU, with 25% to be earned for at least “threshold” RTSR of 25th percentile performance and 175% to be earned for “stretch” RTSR of 75th percentile (or greater) performance. Notwithstanding the foregoing, however, if the annualized return on the Company’s Common Stock during the applicable performance period is negative, then the award shall only be earned, in the event of RTSR of 75th percentile (or greater) performance, and the earned amount shall be at 100% of target (subject to negative discretion by the Board of Directors). Furthermore, if RTSR is below the 25th percentile but the cumulative annual return on the Company’s Common Stock during the applicable performance period is above 10%, the award shall be earned at 25% of the target number of shares.
In each case, employment under these agreements is on an at-will basis. Each of the employment agreements expires on the earliest to occur of the (i) death of the employee, (ii) termination of the agreement by the Company because of the incapacity of the employee, (iii) termination of the agreement by the Company with or without “cause” (as defined in such agreements), or (iv) termination of the agreement by the employee. Under the terms of the agreements, if the Company terminates the employee without cause, or if the employee terminates the agreement for “good reason” (as defined in such agreements), the Company will pay the employee (or his or her estate) his or her annual base salary then in effect for a period of 24 months after termination in the case of Mr. Neugold and for a period of 12 months after termination in the case of Messrs. Sharkey and Carlson. In addition, the employee would be entitled to acceleration of any PRSUs that remain subject to time vesting only, and a pro rata portion (based on days worked during the performance period) of any PRSUs quantified after completion of the performance period. The Company will also provide the employee during such period with medical and/or dental insurance benefits on the same basis the Company would have provided the benefits during such period had he continued to be an employee of the Company. Under the agreements, upon termination of employment, each employee is required to provide a release to the Company and will be subject to certain non-competition and non-solicitation restrictions (for two years in the case of Mr. Neugold, and one year for Messrs. Sharkey and Carlson). These amounts are quantified in the table below.