|KAMAN CORP filed this Form DEF 14A on 03/03/2017|
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COMPENSATION DISCUSSION AND ANALYSIS
This section explains our executive compensation program as it applies to the senior executive officers whose compensation is summarized in the Summary Compensation Table and the other tables that are presented immediately following this discussion. We sometimes refer to these senior executive officers as our "Named Executive Officers" or our "NEOs." This section also discusses the role, responsibilities and philosophy of the P&C Committee of our Board of Directors, which oversees the design and operation of the program.
For 2016, our Named Executive Officers were as follows:
In addition to the foregoing, we have elected to discuss the compensation of Steven J. Smidler, Executive Vice President of the Company and President of our Distribution segment, even though he is not a Named Executive Officer under applicable SEC disclosure rules. We have done so because he is responsible for the management of our larger operating segment and his compensation has been discussed in our proxy statements for the past several years. We also expect that he will be among our most highly compensated executive officers after payment of the long-term incentive award payouts that are likely to be approved in June 2017 based on the long-term performance periods ended as of December 31, 2016.
In the discussion that follows, we begin with a brief description of some of the most significant actions that were taken by the Committee with respect to the 2016 compensation of our Named Executive Officers. We then discuss some of the most significant policies and practices that have been implemented to assure that the total compensation paid to our NEOs is linked to Company performance and increases in shareholder value. We then present the results of our recent say-on-pay votes and discuss how the Committee has interpreted these results. Next, we discuss our compensation philosophy and describe the various elements of our executive compensation program and the 2016 compensation of our Named Executive Officers, including the annual cash incentive award payouts that were approved in February 2017 for 2016 performance and an estimate of the long-term incentive award payouts that are likely to be approved in June 2017 based on the long-term performance periods ended as of December 31, 2016. We then discuss a number of other compensation-related matters, including our use of employment and change in control agreements, our stock ownership guidelines for directors and executive officers, and the material tax and accounting implications of our compensation program. We conclude by presenting the formal report of the Committee, which is required by applicable SEC rules and regulations.
As used in this section, all references to the "Committee" mean the P&C Committee, which oversees the design and operation of our executive compensation program. For more information about the Committee and its role and responsibilities, please see the discussion under the heading "Personnel & Compensation Committee" above.
2016 Compensation Initiatives
Set forth below is a brief description of some of the most significant events and actions taken by the Committee with respect to the determination of the 2016 compensation of our Named Executive Officers and other members of our senior leadership team:
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