Hardinge Inc. (NASDAQ:HDNG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
2016 Cash Incentive Plan Awards
On February 27, 2017, the independent members of the Board of
Directors of Hardinge Inc. (Hardinge or the Company), accepting the
recommendations of the Compensation Committee, approved payments to
the Companys executive officers under the Hardinge Inc. Cash
Incentive Plan based on the Companys performance during the year
ended December 31, 2016 against previously determined goals for
2016 (the 2016 Plan).
Directors of Hardinge Inc. (Hardinge or the Company), accepting the
recommendations of the Compensation Committee, approved payments to
the Companys executive officers under the Hardinge Inc. Cash
Incentive Plan based on the Companys performance during the year
ended December 31, 2016 against previously determined goals for
2016 (the 2016 Plan).
The performance goals and other details for the 2016 Plan were
previously summarized in the Current Report on Form 8-K that was
filed by the Company with the Securities and Exchange Commission on
August 9, 2016. Set forth below are the payments to be made to the
executive officers under the 2016 Plan:
previously summarized in the Current Report on Form 8-K that was
filed by the Company with the Securities and Exchange Commission on
August 9, 2016. Set forth below are the payments to be made to the
executive officers under the 2016 Plan:
|
Executive Officer
|
|
Payments to be Made to the 2016 Plan
|
|
Richard L. Simons,
President and Chief Executive Officer
|
|
$64,960
|
|
Douglas J. Malone,
Vice President and Chief Financial Officer
|
|
$26,708
|
|
James P. Langa,
Senior Vice President – Machine Solutions
|
|
$29,200
|
|
Urs Baumgartner,
Vice President – Grinding
|
|
$26,850(1)
|
|
William B. Sepanik,
Vice President – Workholding
|
|
$43,068
|
(1)>The payment to Mr. Baumgartner is CHF 27,500 which
has been converted into U.S. Dollars at a rate of .976 per Swiss
Franc, the exchange rate in effect on December 29, 2016.
2017 Cash Incentive Plan
On February 27, 2017, the independent members of the Board of
Directors of Hardinge, accepting the recommendations of the
Compensation Committee of the Board of Directors, adopted terms for
the 2017 incentive compensation (payable in 2018) for the Companys
executive officers under the Hardinge Cash Incentive Plan (the 2017
Plan). The 2017 Plan provides incentive bonuses payable in cash to
the Companys executive officers based, in part, on the Companys
performance against specified financial performance goals. The
Compensation Committee approves payments, if any, after the end of
the year.
Directors of Hardinge, accepting the recommendations of the
Compensation Committee of the Board of Directors, adopted terms for
the 2017 incentive compensation (payable in 2018) for the Companys
executive officers under the Hardinge Cash Incentive Plan (the 2017
Plan). The 2017 Plan provides incentive bonuses payable in cash to
the Companys executive officers based, in part, on the Companys
performance against specified financial performance goals. The
Compensation Committee approves payments, if any, after the end of
the year.
Target awards for each executive officer in the 2017 Plan are
expressed as a percentage of the executive officers annual base
salary. The 2017 target awards are as follows:
expressed as a percentage of the executive officers annual base
salary. The 2017 target awards are as follows:
|
Executive Officer
|
|
Percentage of Base Salary
|
|
Richard L. Simons,
President and Chief Executive Officer
|
|
75%
|
|
Douglas J. Malone,
Vice President and Chief Financial Officer
|
|
50%
|
|
James P. Langa,
Senior Vice President – Machine Solutions
|
|
50%
|
|
Urs Baumgartner,
Vice President – Grinding
|
|
50%
|
|
William B. Sepanik,
Vice President – Workholding
|
|
50%
|
As set by the Compensation Committee and adopted by the independent
members of the Board of Directors, performance goals under the 2017
Plan for each of Messrs. Simons, Malone and Langa include a
threshold, target and maximum for the Companys (i) earnings before
interest, taxes, depreciation and amortization (EBITDA) (the EBITDA
Goal), (ii) managed working capital (expressed as a percentage of
annualized sales) (the Managed Working Capital Goal) and (iii) a
personal goal specific to each executive officer (the Personal
Goal).
members of the Board of Directors, performance goals under the 2017
Plan for each of Messrs. Simons, Malone and Langa include a
threshold, target and maximum for the Companys (i) earnings before
interest, taxes, depreciation and amortization (EBITDA) (the EBITDA
Goal), (ii) managed working capital (expressed as a percentage of
annualized sales) (the Managed Working Capital Goal) and (iii) a
personal goal specific to each executive officer (the Personal
Goal).
Performance goals under the 2017 Plan for Mr. Baumgartner include a
threshold, target and maximum for (i) the EBITDA Goal, (ii) the
Grinding operations earnings before interest, taxes and
depreciation and amortization (the Grinding EBITDA Goal) and (iii)
managed working capital for the Grinding operations (expressed as a
percentage of annualized sales) (the Grinding Managed Working
Capital Goal) and (iv) the Personal Goal specific to Mr.
Baumgartner.
threshold, target and maximum for (i) the EBITDA Goal, (ii) the
Grinding operations earnings before interest, taxes and
depreciation and amortization (the Grinding EBITDA Goal) and (iii)
managed working capital for the Grinding operations (expressed as a
percentage of annualized sales) (the Grinding Managed Working
Capital Goal) and (iv) the Personal Goal specific to Mr.
Baumgartner.
Performance goals under the 2017 Plan for Mr. Sepanik include a
threshold, target and maximum for (i) the EBITDA Goal, (ii) the
Aftermarket Tooling and Accessories (ATA) segment earnings before
interest, taxes and depreciation and amortization (the ATA EBITDA
Goal) and (iii) managed working capital for the ATA segment
(expressed as a percentage of annualized sales) (the ATA Managed
Working Capital Goal) and (iv) the Personal Goal specific to Mr.
Sepanik.
threshold, target and maximum for (i) the EBITDA Goal, (ii) the
Aftermarket Tooling and Accessories (ATA) segment earnings before
interest, taxes and depreciation and amortization (the ATA EBITDA
Goal) and (iii) managed working capital for the ATA segment
(expressed as a percentage of annualized sales) (the ATA Managed
Working Capital Goal) and (iv) the Personal Goal specific to Mr.
Sepanik.
With respect to Messrs. Simons, Malone and Langa, each of these
executive officers are eligible to earn the percentages of the
target award referenced in the table below based on the performance
(i.e., if the threshold level is achieved, if the target level is
achieved or if the maximum level is achieved) with respect to the
EBITDA Goal and the Managed Working Capital Goal.
executive officers are eligible to earn the percentages of the
target award referenced in the table below based on the performance
(i.e., if the threshold level is achieved, if the target level is
achieved or if the maximum level is achieved) with respect to the
EBITDA Goal and the Managed Working Capital Goal.
|
|
% of Target Award Paid
|
|
|
Performance Result
|
EBITDA Goal
|
Managed Working
Capital Goal
|
|
Threshold
|
12.50%
|
6.25%
|
|
Target
|
50.00%
|
25.00%
|
|
Maximum
|
100.00%
|
50.00%
|
Mr. Baumgartner is eligible to earn percentages of the target award
referenced in the table below based on the performance (i.e., if
the threshold level is achieved, if the target level is achieved or
if the maximum level is achieved) with respect to the EBITDA Goal,
the Grinding EBITDA Goal and the Grinding Managed Working Capital
Goal.
referenced in the table below based on the performance (i.e., if
the threshold level is achieved, if the target level is achieved or
if the maximum level is achieved) with respect to the EBITDA Goal,
the Grinding EBITDA Goal and the Grinding Managed Working Capital
Goal.
|
|
% of Target Award Paid
|
||
|
Performance Result
|
EBITDA Goal
|
Grinding EBITDA Goal
|
Grinding Managed Working Capital Goal
|
|
Threshold
|
2.50%
|
10.00%
|
6.25%
|
|
Target
|
10.00%
|
40.00%
|
25.00%
|
|
Maximum
|
20.00%
|
80.00%
|
50.00%
|
Mr. Sepanik is eligible to earn percentages of the target award
referenced in the table below based on the performance (i.e., if
the threshold level is achieved, if the target level is achieved or
if the maximum level is achieved) with respect to the EBITDA Goal,
the ATA EBITDA Goal and the ATA Managed Working Capital Goal.
referenced in the table below based on the performance (i.e., if
the threshold level is achieved, if the target level is achieved or
if the maximum level is achieved) with respect to the EBITDA Goal,
the ATA EBITDA Goal and the ATA Managed Working Capital Goal.
|
|
% of Target Award Paid
|
||
|
Performance Result
|
EBITDA Goal
|
ATA EBITDA Goal
|
ATA Managed Working Capital Goal
|
|
Threshold
|
2.50%
|
10.00%
|
6.25%
|
|
Target
|
10.00%
|
40.00%
|
25.00%
|
|
Maximum
|
20.00%
|
80.00%
|
50.00%
|
In addition to the amounts reflected above, the Compensation
Committee has the full discretion to award or withhold incentive
compensation in an amount up to 25% of an executive officer’s
target award based on whether the executive officer has achieved
personal goals assigned to such executive officer.
Committee has the full discretion to award or withhold incentive
compensation in an amount up to 25% of an executive officer’s
target award based on whether the executive officer has achieved
personal goals assigned to such executive officer.
Restricted Stock Incentive Awards
On February 27, 2017, the Board of Directors of the Company,
ratifying the determination of the Compensation Committee, approved
restricted common stock awards to certain executive officers of the
Company to the Companys Amended and Restated 2011 Incentive Stock
Plan. As noted below, certain executive officers received an award
of restricted shares which vest on the third anniversary of the
date of the award. Each of the awards is structured such that the
recipient will not vest in any portion of the restricted shares
awarded until the third anniversary of the date of the award. All
of the awards are subject to forfeiture and accelerated vesting in
accordance with the terms of the Companys Amended and Restated 2011
Incentive Stock Plan.
ratifying the determination of the Compensation Committee, approved
restricted common stock awards to certain executive officers of the
Company to the Companys Amended and Restated 2011 Incentive Stock
Plan. As noted below, certain executive officers received an award
of restricted shares which vest on the third anniversary of the
date of the award. Each of the awards is structured such that the
recipient will not vest in any portion of the restricted shares
awarded until the third anniversary of the date of the award. All
of the awards are subject to forfeiture and accelerated vesting in
accordance with the terms of the Companys Amended and Restated 2011
Incentive Stock Plan.
|
Executive Officer
|
|
Restricted Stock Incentive Award
|
|
Douglas J. Malone,
Vice President and Chief Financial Officer
|
|
6,350 shares
|
|
James P. Langa,
Senior Vice President – Machine Solutions
|
|
6,850 shares
|
|
Urs Baumgartner,
Vice President – Grinding
|
|
6,450 shares
|
|
William B. Sepanik,
Vice President – Workholding
|
|
4,700 shares
|
Performance Share Incentive Awards
On February 27, 2017, the Board of Directors of the Company,
ratifying the determination of the Compensation Committee, approved
awards of Performance Share Incentives to certain executive
officers of the Company to the Companys Amended and Restated 2011
Incentive Stock Plan. The awards are contingent upon Hardinges
earnings before interest, taxes, depreciation and amortization in
three one-year periods (each, a Target Period and the corresponding
performance goal in each Target Period, a Performance Goal). The
Performance Share Incentive target awards over the aggregate
three-year period (each, a Target Award) for the executive officers
noted below are as follows:
ratifying the determination of the Compensation Committee, approved
awards of Performance Share Incentives to certain executive
officers of the Company to the Companys Amended and Restated 2011
Incentive Stock Plan. The awards are contingent upon Hardinges
earnings before interest, taxes, depreciation and amortization in
three one-year periods (each, a Target Period and the corresponding
performance goal in each Target Period, a Performance Goal). The
Performance Share Incentive target awards over the aggregate
three-year period (each, a Target Award) for the executive officers
noted below are as follows:
|
Executive Officer
|
|
Performance Share Incentive Target Award
|
|
Douglas J. Malone,
Vice President and Chief Financial Officer
|
|
6,350 shares
|
|
James P. Langa,
Senior Vice President – Machine Solutions
|
|
6,850 shares
|
|
Urs Baumgartner,
Vice President – Grinding
|
|
6,450 shares
|
|
William B. Sepanik,
Vice President – Workholding
|
|
4,700 shares
|
If the Company attains or surpasses the Performance Goal target in
a particular Target Period, then each executive officer noted above
will receive one-third of his Target Award attributable to the
corresponding Target Period. The Target Awards (or portions
thereof) earned by each executive officer are payable at the end of
the three-year vesting period and in accordance with the terms of
the Companys Amended and Restated 2011 Incentive Stock Plan.
a particular Target Period, then each executive officer noted above
will receive one-third of his Target Award attributable to the
corresponding Target Period. The Target Awards (or portions
thereof) earned by each executive officer are payable at the end of
the three-year vesting period and in accordance with the terms of
the Companys Amended and Restated 2011 Incentive Stock Plan.
As provided in the Companys Amended and Restated 2011 Incentive
Stock Plan, at any time during the performance period associated
with the awards of Performance Share Incentives, the Compensation
Committee may revise the corresponding performance goals and
computation of payment if unforeseen and/or extraordinary events
occur which have a substantial effect on the performance of the
Company, a Company affiliate or a Company division and which, in
the judgment of the Compensation Committee, make the application of
the performance goals associated with the awards of Performance
Share Incentives unfair unless a revision is made.
Stock Plan, at any time during the performance period associated
with the awards of Performance Share Incentives, the Compensation
Committee may revise the corresponding performance goals and
computation of payment if unforeseen and/or extraordinary events
occur which have a substantial effect on the performance of the
Company, a Company affiliate or a Company division and which, in
the judgment of the Compensation Committee, make the application of
the performance goals associated with the awards of Performance
Share Incentives unfair unless a revision is made.
Base Salary Adjustments
On February 27, 2017, the independent members of the Board of
Directors of Hardinge, based on the recommendations of the
Compensation Committee, increased the annual base salary of Mr.
Malone by $30,000. As a result of the increase, effective as of
February 1, 2017, Mr. Malone’s annual base salary is $300,000.
Directors of Hardinge, based on the recommendations of the
Compensation Committee, increased the annual base salary of Mr.
Malone by $30,000. As a result of the increase, effective as of
February 1, 2017, Mr. Malone’s annual base salary is $300,000.
About Hardinge Inc. (NASDAQ:HDNG)
Hardinge Inc. (Hardinge) is a designer, manufacturer and distributor of machine tools, specializing in precision computer numerically controlled metalcutting machines and workholding technology solutions. The Company supplies high precision computer controlled metalcutting turning machines, grinding machines, machining centers and repair parts related to those machines. It also engineers and supplies high precision, standard and specialty workholding devices, and other machine tool accessories. It operates through two segments: Metalcutting Machine Solutions (MMS), and Aftermarket Tooling and Accessories (ATA). The MMS segment includes high precision computer controlled metalcutting turning machines, vertical machining centers, horizontal machining centers, and grinding machines. The ATA segment includes products, primarily collets and chucks that are purchased by manufacturers throughout the lives of their Hardinge or other branded machines. Hardinge Inc. (NASDAQ:HDNG) Recent Trading Information
Hardinge Inc. (NASDAQ:HDNG) closed its last trading session down -0.09 at 10.43 with 43,882 shares trading hands.