DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
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COMPENSATION DISCUSSION AND ANALYSIS
Introduction
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:
Neal J. Keating
Chairman, President and Chief Executive Officer
Robert D. Starr
Executive Vice President and Chief Financial Officer
Gregory L. Steiner
Executive Vice President, Kaman Corporation and
     President, Kaman Aerospace Group, Inc.
Ronald M. Galla
Senior Vice President and Chief Information Officer
Shawn G. Lisle
Senior Vice President and General Counsel
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:
We discussed the results of the voting at the 2016 Annual Meeting with respect to the annual, non-binding advisory vote on executive compensation and considered the compensation-related aspects of the proxy advisory reports issued by ISS and Glass Lewis, and we determined not to make any significant changes to our compensation program. In accordance with applicable SEC rules and regulations and the voting frequency preferred by our shareholders, we submit an annual, non-binding advisory proposal to our shareholders asking them to approve the compensation that is paid to our Named Executive Officers. In connection with these votes, various proxy advisory firms, including ISS and Glass Lewis, issue proxy advisory reports assessing, among other things, our executive compensation policies and programs. As discussed in more detail below, approximately 98.5% of the votes cast at the 2016 Annual Meeting of shareholders were voted "FOR" the most recent advisory proposal submitted to shareholders. See "Recent Say-on-Pay Voting Results" below. We have interpreted this to mean that our shareholders generally support the design, purposes and direction of our executive compensation program. Although we considered the comments and recommendations set forth in the proxy advisory reports, we determined not to make any significant changes to our compensation program for 2016.

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