|KAMAN CORP filed this Form DEF 14A on 03/03/2017|
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The 2016 target performance award opportunity for each Named Executive Officer was as follows:
For 2016, the Committee adopted different performance measures, performance measure weightings and performance goals for corporate participants (i.e., those officers who did not work primarily for one of our two business segments) and business segment participants (i.e., those officers who did work primarily for one of our two business segments). Messrs. Keating, Starr, Galla and Lisle were corporate participants and Messrs. Steiner and Smidler were business segment participants. The performance measures, performance measure weightings and performance goals for each are discussed in more detail below, together with the level of achievement or satisfaction of each performance goal and the resulting annual incentive award payout for each of our Named Executive Officers.
For purposes of determining the level of achievement or satisfaction of the performance measures for the Company and each of its business segments, the Committee approved certain specified modifications to the calculation of each performance measure that were applicable to all participants. Such modifications included, among others, the exclusion or inclusion of the following: changes to generally accepted accounting principles, including the cumulative effects of accounting changes (such as changes in revenue recognition and lease accounting rules) and the effects of tax law changes; exchange rate effects for non-U.S. dollar denominated operating earnings; the impact of discontinued business units and any loss from discontinued business units; the dilutive effect on earnings per share that arises as a result of any additional shares used in the calculation of diluted earnings per share as a result of any outstanding convertible debt securities and any related bond hedge and warrant transactions; any change in outstanding shares of Common Stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination, or exchange of shares or other similar corporate change, or any distributions to common stock shareholders other than regular cash dividends; unplanned special charges and costs in respect of investments, charges or costs associated with acquisitions, divestitures, restructurings, realignments, consolidations or closures of the Company, its subsidiaries, affiliates or any of their respective divisions or any joint ventures; unplanned special charges and costs in respect of pension curtailment adjustments attributable to pension expense charged to Company contracts with the U.S. Government, which could result in an amount due to (or from) the U.S. Government depending on whether the Kaman Corporation Employees’ Pension Plan (the "Pension Plan") is in a surplus (or deficit) position, as determined under U.S. Cost Accounting Standard 413, following the freeze of future benefit accruals under the Pension Plan; and unplanned special charges and costs associated with legacy environmental activities. The Committee, however, retained the ability to eliminate or reduce the amount of any award that would otherwise be payable as a result of the foregoing adjustments or to further adjust any award due to special circumstances as permitted under the 2013 Management Incentive Plan, under which the annual incentive awards were granted.
Corporate Named Executive Officers. The 2016 annual cash incentive awards for Messrs. Keating, Starr, Galla and Lisle were determined by comparing the Company’s degree of achievement with respect to the following performance factors, as compared against the benchmark indicated:
We use a five-year period for the Russell 2000 index benchmarks primarily because many of the Company’s military and commercial aerospace programs are longer-term in nature, the time period between sales efforts and actual revenues can be very long, and revenues are often not evenly spread from year to year. Further, because the Russell 2000 index includes companies in a variety of industries that may experience different business cycles, the Committee determined that averaging the performance of these companies over a longer period of time provides a better comparison than just one year. We cannot include the last completed fiscal year in the analysis because sufficient data for the companies comprising the Russell 2000 index generally is not available until the May time-frame of the following year and the Committee determines annual incentive compensation award
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