KAMAN CORP filed this Form DEF 14A on 03/03/2017
Entire Document
 << Previous Page | Next Page >>

at the median results in a cash incentive award at 100% of target for the performance goal; and performance in the top quartile, or above, results in a maximum cash incentive award payment at 200% of the target for the performance goal. Interpolation is used to determine payments for financial performance between the 25th percentile up to the median, and above the median up to the 75th percentile. This performance measurement methodology remains constant through the years although the performance of the Russell 2000 changes annually, thus increasing or decreasing the targets annually.
For purposes of determining the achievement or satisfaction of the performance measures discussed above, the Committee approved the same modifications to the calculation of Company performance that were approved in connection with the grant of the 2016 annual incentive awards. See "Annual Cash Incentive Awards" above. Like the annual incentive awards, the Committee retained the ability to eliminate or reduce the amount of any award that would otherwise be payable as a result of these adjustments or to further adjust any award due to special circumstances as permitted under the 2013 Management Incentive Plan, the plan under which the LTIP awards were granted.
Estimated 2016 LTIP Payouts. The Committee previously granted three-year cash-based LTIP awards to Messrs. Keating, Starr, Steiner, Smidler, Galla and Lisle covering the 2014-2016 performance cycle. The Committee also previously granted special stock-based LTIP awards covering the same performance cycle to Messrs. Keating and Steiner in order to create an additional financial incentive for them to remain in the employ of the Company until they reach 62 years of age. Even if the performance criteria for the special stock-based LTIP awards are achieved, the awards will vest in full only if the recipients remain employed by the Company until they reach 62 years of age.
The P&C Committee will determine the level of achievement of the performance criteria for both the cash-based and the stock-based LTIP awards after a sufficient number of Russell 2000 companies report their earnings for the year ended December 31, 2016. This will not occur until after the date of this proxy statement, so the exact amount of the payouts that will be made in respect of these awards is not currently calculable and is not shown in the Summary Compensation Table. As noted in footnote 3 to the Summary Compensation Table, the Company will prepare and file a Current Report on Form 8-K disclosing the actual payouts in respect of these awards promptly after they are determined and approved by the Committee.
As of January 27, 2017, approximately 15% of the Russell 2000 Index companies had reported earnings for the year ended December 31, 2016, based upon which the following estimated 2016 LTIP payout information has been compiled by management in order to provide shareholders with a sense of the likely payouts. SHAREHOLDERS ARE CAUTIONED, HOWEVER, THAT THE INFORMATION THAT FOLLOWS IS PRELIMINARY IN NATURE, IS SUBJECT TO CHANGE BASED ON THE ACTUAL REPORTED RESULTS OF THE RUSSELL 2000 INDEX COMPANIES, AND HAS NOT BEEN APPROVED BY THE COMMITTEE, WHICH RETAINS THE ABILITY TO UTILIZE NEGATIVE DISCRETION TO DECREASE OR ELIMINATE THE AMOUNT PAYABLE IN RESPECT OF ANY AWARD.
The target award opportunities for our Named Executive Officers for the 2014-2016 LTIP performance cycle are as follows:
Cash-Based LTIP Awards
Special Retention
Stock-Based LTIP Awards
Named Executive Officer
2014 Base Salary(1)
Target Award Opportunity as a % of Base Salary
Target Award(2)
Target Award Opportunity as a % of Base Salary
Target Award(2)
Neal J. Keating
Robert D. Starr
Gregory L. Steiner
Steven J. Smidler
Ronald M. Galla
Shawn G. Lisle
Reflects base salary as of the date of grant.
Reflects estimated value of LTIP awards at 100% of target.
The performance measures and weightings for the LTIP awards covering the 2014-2016 performance cycle and the applicable benchmarks against which Company performance is measured are the same as the performance measures and weightings for the LTIP awards covering the 2016-2018 performance cycle discussed above.
The financial measures and target performance factors used in the estimated calculation for the 2014-2016 performance cycle are described in more detail below.

- 31 -

 << Previous Page | Next Page >>