|ACETO CORP filed this Form DEF 14A on 10/20/2017|
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The following describes the performance-based bonus criteria for each named executive officer:
Salvatore Guccione, President and Chief Executive Officer. Mr. Guccione’s 2017 annual performance award was $282,749 and reflected, on an individual performance basis, his search for acquisition opportunities.
Douglas Roth, Chief Financial Officer. Mr. Roth’s 2017 annual performance award was $114,654 and reflected, on an individual performance basis, his achievement of an individual performance goal of identifying certain strategies in Europe.
Walter Kaczmarek III, Chief Operating Officer. Mr. Kaczmarek’s 2017 annual performance award was $169,037 and reflected, on an individual performance basis, his review of the Company’s business model, including making recommendations with respect to certain processes.
Albert L. Eilender, Chairman. Mr. Eilender’s 2017 annual performance award was $173,930 and reflected, on an individual performance basis, his transitioning the newly hired COO to Aceto’s policies and working with the COO on the strategic direction of the Company.
Frank DeBenedittis, Senior Vice President, Corporate Business Development. Mr. DeBenedittis' 2017 annual performance award was $90,287 and reflected, on an individual performance basis, his contributing to our merger and acquisition efforts by establishing contacts and relationships at several generic pharmaceutical companies.
The Compensation Committee recommended and the Board approved continued emphasis on the use of objective performance criteria to determine annual performance awards for the fiscal year ended June 30, 2017. The precise criteria that we will use to determine the annual performance award for our executive officers will vary depending on each officer’s specific responsibilities. In all cases, annual performance awards paid to any one individual cannot exceed two times the individual’s base salary.
Long-Term Incentive Compensation
Based upon the reviews by our compensation consultant in fiscal 2017 as well as in prior years, our Compensation Committee recommended that our compensation mix include a greater proportion of long-term incentive compensation. We continue to place increasing emphasis on compensation tied to the Company’s strategic objectives, long-term financial and operating performance. We believe that these incentives further align management’s interest with the interests of our shareholders.
For fiscal 2017, our Compensation Committee recommended and the Board approved, a three year long term incentive compensation program pursuant to the 2015 Plan consisting of restricted stock and performance-vested restricted stock units for our executive officers. The restricted stock awards vest over three years. Performance-vested restricted stock units will cliff vest 100% at the end of the third year following the grant upon the attainment of pre-tax income and total shareholder return performance goals relative to the Russell 2000 Index. The number of shares subject to the 2017 long term incentive awards is set forth in the table entitled “2017 Grants of Plan-Based Awards.”
Recoupment of Awards
Each performance award paid shall for a period of two years (or such longer period as the Compensation Committee may determine in its discretion) be subject to forfeiture, cancelation and/or repayment to the Company if: (i) the payment of such award (or portion thereof) was predicated upon the achievement of certain financial results or other performance criteria; (ii) in the Compensation Committee’s view, the participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in one or more material acts of fraud or misconduct that caused or partially caused the need for a financial restatement by the Company; and (iii) in the Compensation Committee’s view, a lesser payment (or no payment) of such award would have occurred based on a correct calculation or upon restated financial results or other performance criteria.
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