DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
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(2)
Retired from the Board effective as of April 20, 2016, the date of the 2016 Annual Meeting of Shareholders, at which time Mrs. Kraus was appointed to the unpaid position of Director Emeritus. The amount shown in the "All Other Compensation" column represents a charitable contribution made in honor of Mrs. Kraus on the occasion of her retirement.
The following table summarizes the fee schedule in effect throughout 2016:
2016 BOARD RETAINER AND MEETING FEE TABLE
 
Amount/Value
Cash:
 
Retainer Fees (payable quarterly in arrears)(1):
 
Board

$70,000

Lead Director

$30,000

Committee Chairs:
 
Audit Committee

$30,000

Corporate Governance Committee

$20,000

Personnel & Compensation Committee

$25,000

Finance Committee

$20,000

Committee Members:
 
Audit Committee

$12,000

Corporate Governance Committee

$7,000

Personnel & Compensation Committee

$8,500

Finance Committee

$7,000

Equity:
 
Stock Award(2)
Vested shares having a fair market value equal to $100,000
_________________
(1)
In addition to these annual retainers, Board members may receive additional meeting fees ($1,500 for an in person meeting and $750 for a telephonic meeting) for "special" board meetings. Special board meetings are defined as meetings that are in addition to the meetings regularly scheduled in advance. Committee members may also receive additional meeting fees ($1,500 for an in person meeting and $750 for a telephonic meeting) for any committee meeting that exceeds the number of regularly scheduled committee meetings by more than two.
(2)
This award is currently made under the 2013 Management Incentive Plan at the annual Board meeting held in conjunction with the annual meeting of shareholders. The number of shares for this award is determined based upon the closing price of the Company's Common Stock on the New York Stock Exchange on the day prior to the date of grant, in accordance with the Plan.
The Corporate Governance Committee reviews our non-employee director compensation on a biennial basis with the assistance of the independent compensation consultant to the P&C Committee. The compensation arrangements reflected in the preceding table were approved by the Corporate Governance Committee in November 2014. Modifications to the compensation arrangements were approved at the November 2016 meeting of the Corporate Governance Committee and became effective as of January 1, 2017. As of such date, the annual cash retainer was increased to $75,000, the value of the annual equity award was increased to $125,000, and the committee membership retainers were increased to the following levels: Audit - $15,000; Corporate Governance - $8,500; Personnel & Compensation - $10,000; and Finance - $8,500.
From time to time, special activities may be undertaken by one or more directors at the direction of the Board and, in such cases, additional fees will ordinarily be paid. There were no such special activities during 2016.
Directors may defer all, or a portion, of their cash compensation. Interest accrues on such deferrals at the Applicable Federal Long-Term Rate. When a director ends his or her service on the Board, distributions are made either in quarterly installments over a maximum period of 10 years or in a lump sum, based on prior elections made in connection with each deferral. Distributions are made beginning either in the next calendar quarter after the date service ends or on the following January 1 at the prior election of the director.
The Board has adopted stock ownership guidelines for non-employee directors, which are discussed in more detail below under the caption, "Stock Ownership Guidelines." The Corporate Governance Committee periodically reviews the progress of each non-employee director toward the achievement of these guidelines. As of December 31, 2016, all non-employee directors were in compliance with these guidelines, except for Ms. Pollino, who was first elected to the Board during 2015. The Corporate Governance Committee believes that she is progressing satisfactorily toward the requisite ownership level.

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