SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CERADYNE, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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3169 Red Hill Avenue
Costa Mesa, California 92626
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 9,
2009
The Annual Meeting of Stockholders of Ceradyne, Inc., a Delaware
corporation (the Company) will be held at the
Radisson Hotel located at 4545 MacArthur Blvd., Newport Beach,
California 92660, on Tuesday, June 9, 2009, at
10:00 a.m. local time, for the following purposes, all as
set forth in the attached Proxy Statement.
1. To elect six directors to serve until the next annual
meeting of stockholders and until their successors are elected
and have qualified.
2. To approve the appointment of PricewaterhouseCoopers LLP
as the independent registered public accounting firm to audit
our financial statements for the fiscal year ending
December 31, 2009.
3. To transact such other business as may properly come
before the meeting and any adjournment thereof.
The Board of Directors intends to present for election as
directors the nominees named in the accompanying Proxy
Statement, whose names are incorporated herein by reference.
In accordance with the Bylaws of the Company, the Board of
Directors has fixed the close of business on April 13, 2009
as the record date for the determination of stockholders
entitled to vote at the Annual Meeting and to receive notice
thereof. For ten days prior to the meeting a complete list of
stockholders entitled to vote at the meeting will be available
for examination by any stockholder, for any purpose germane to
the meeting, during ordinary business hours at our principal
offices located at 3169 Red Hill Avenue, Costa Mesa, California
92626.
Stockholders are cordially invited to attend the meeting in
person. However, even if you do plan to attend the meeting,
please complete, sign and date the enclosed proxy card and
return it without delay in the enclosed postage paid envelope.
If you do attend the meeting, you may withdraw your proxy and
vote personally on each matter brought before the meeting.
By Order of the Board of Directors
Jerrold J. Pellizzon
Chief Financial Officer and Corporate Secretary
April 23, 2009
Important
Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on June 9, 2009: This proxy
statement and our 2008 annual report are available at
www.ceradyne.com
TABLE OF CONTENTS
3169 Red Hill Avenue
Costa Mesa, California 92626
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 9,
2009
This Proxy Statement is furnished in connection with the
solicitation of the enclosed proxy on behalf of the Board of
Directors of Ceradyne, Inc., a Delaware corporation (the
Company), for use at the Annual Meeting of
Stockholders of the Company to be held on Tuesday, June 9,
2009, and at any adjournments thereof. It is anticipated that
this Proxy Statement and the enclosed form of proxy will be
first mailed to stockholders on or about April 23, 2009.
The purpose of the meeting and the matters to be acted upon are
set forth in the foregoing attached Notice of Annual Meeting. As
of the date of this statement, the Board of Directors knows of
no other business which will be presented for consideration at
the meeting. However, if any other matters properly come before
the meeting, the persons named as proxies will vote on them in
accordance with their best judgment.
Stockholders are requested to date, sign and return the enclosed
proxy to make certain that their shares will be voted at the
meeting. Any proxy given may be revoked by the stockholder at
any time before it is voted by delivering written notice of
revocation to the Secretary of the Company, by filing with him a
proxy bearing a later date, or by attendance at the meeting and
voting in person. All proxies properly executed and returned
will be voted in accordance with the instructions specified
thereon. If no instructions are specified, proxies will be voted
FOR the election as directors of the six nominees below, and FOR
approval of Proposal 2.
VOTING
SHARES AND VOTING RIGHTS
The close of business on April 13, 2009 has been fixed as
the record date for stockholders entitled to notice of and to
vote at the meeting. As of that date, there were
25,792,697 shares of our common stock outstanding and
entitled to vote, the holders of which are entitled to one vote
per share. The presence at the meeting, in person or by proxy,
of a majority of the outstanding shares of common stock is
necessary to constitute a quorum for the transaction of business.
In the election of directors, a stockholder may cumulate his or
her votes for one or more candidates, but only if such
candidates or candidates names have been placed in
nomination prior to the voting and the stockholder has given
notice at the meeting, prior to the voting, of his or her
intention to cumulate votes. If any one stockholder has given
such notice, all stockholders may cumulate their votes for the
candidates in nomination. Management is hereby soliciting
discretionary authority to cumulate votes represented by proxies
if cumulative voting is invoked. If the voting for directors is
conducted by cumulative voting, each share will be entitled to a
number of votes equal to the number of directors to be elected,
which votes may be cast for a single candidate or may be
distributed among two or more candidates in such proportions as
the stockholder thinks fit. The six candidates receiving the
highest number of affirmative votes will be elected. If no such
notice is given, there will be no cumulative voting, which means
a simple majority of the shares voting may elect all of the
directors.
Proxies marked withheld as to any director and
broker non-votes will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business.
However, proxies marked withheld and broker
non-votes have no legal effect on the election of directors
under Delaware law. Proxies marked abstain as to a
particular proposal will be counted in the tabulation of the
votes cast, and will have the same effect as a vote
against that proposal. Broker non-votes will not be
counted in determining the total number of votes cast on
Proposal 2 and, therefore, will have no effect on whether
that proposal is approved.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows information regarding the beneficial
ownership of our common stock as of April 13, 2009, for:
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each person (or group of affiliated persons) who is known by us
to beneficially own more than 5.0% of our common stock;
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each of our directors and nominees for election to the Board;
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each of our executive officers named in the Summary Compensation
Table; and
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all of our current directors and executive officers as a group.
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Except as otherwise noted, the address of each person listed in
the table is
c/o Ceradyne,
Inc., 3169 Red Hill Avenue, Costa Mesa, California 92626.
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and includes voting
and investment power with respect to shares. To our knowledge,
except under applicable community property laws or as otherwise
indicated, the persons named in the table have sole voting and
sole investment control with respect to all shares beneficially
owned. The applicable percentage ownership for each stockholder
is based on 25,792,697 shares of common stock outstanding
as of April 13, 2009, together with all shares of common
stock subject to options and restricted stock units that are
exercisable or vest within 60 days following April 13,
2009 for that stockholder. Shares of common stock issuable upon
exercise of options and other rights beneficially owned are
deemed outstanding for the purpose of computing the percentage
ownership of the person holding these options and other rights,
but are not deemed outstanding for computing the percentage
ownership of any other person.
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Options
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and RSUs(2)
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Common
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Exercisable
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Shares
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Within
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Beneficial Ownership(1)
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Name and Address
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Owned
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60 Days
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Number
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Percent
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Royce & Associates, LLC(3)
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3,182,482
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3,182,482
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12.3
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%
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1414 Avenue of the Americas
New York, NY 10019
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Barclays Global Investors, NA(3)
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1,865,013
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1,865,013
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7.2
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400 Howard Street
San Francisco, CA 94105
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Joel P. Moskowitz
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1,263,055
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197,250
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1,460,305
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5.6
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Richard A. Alliegro
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2,156
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30,824
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32,980
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*
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Frank Edelstein
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27,322
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8,658
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35,980
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*
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Richard A. Kertson
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3,476
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23,324
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26,800
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*
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William C. LaCourse
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1,900
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1,158
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3,058
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*
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Milton L. Lohr
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2,156
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26,824
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28,980
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*
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Bruce Lockhart
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1,906
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4,275
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6,181
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*
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Kenneth R. Morris
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2,838
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2,300
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5,138
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*
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Jerrold J. Pellizzon
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36,084
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40,900
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76,984
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*
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David P. Reed
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3,168
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34,150
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37,318
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All executive officers and directors as a group (14 persons)
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1,352,500
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381,263
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1,733,763
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6.6
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Less than 1% of shares of common stock outstanding.
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(1)
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This table is based upon information supplied by the executive
officers, directors and beneficial stockholders.
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(2)
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Includes shares subject to outstanding stock options and
restricted stock units that are exercisable or vest on or before
June 12, 2009.
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(3)
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The number of shares beneficially owned by this stockholder is
as of December 31, 2008, as reported in a Schedule 13G
filed by the stockholder with the Securities and Exchange
Commission.
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2
ELECTION
OF DIRECTORS
(Proposal 1)
In accordance with the bylaws of the Company, the number of
directors constituting the Board of Directors is currently fixed
at six. All six directors are to be elected at the 2009 Annual
Meeting and will hold office until the 2010 Annual Meeting and
until their respective successors are elected and have
qualified. It is intended that the persons named in the enclosed
proxy will, unless such authority is withheld, vote for the
election of the six nominees named below. In the event that any
of them should become unavailable prior to the Annual Meeting,
the proxy will be voted for a substitute nominee or nominees
designated by the Board of Directors, or the number of directors
may be reduced accordingly. If additional persons are nominated
for election as directors, the proxy holders intend to vote all
proxies received by them according to the cumulative voting
rules to assure the election of as many of the nominees listed
below as possible. In such event, the specific nominees to be
voted for will be determined by the proxy holders. All of the
nominees named below have consented to being named herein and to
serve if elected.
Set forth below are the names and ages of the nominees for
election to the Board of Directors, the present position with
the Company of each nominee, the year each nominee was first
elected a director of the Company, the principal occupation of
each nominee, directorships held with other public companies,
and additional biographical data. The beneficial ownership of
the Companys common stock by each of the nominees as of
April 13, 2009 is set forth in the table under
Security Ownership of Certain Beneficial Owners and
Management above.
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Year First
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Name
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Age
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Present Position with the Company
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Elected Director
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Joel P. Moskowitz
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69
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Chairman of the Board, President and Chief Executive Officer
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1967
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Richard A. Alliegro
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79
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Director
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1992
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Frank Edelstein
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83
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Director
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1984
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Richard A. Kertson
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69
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Director
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2004
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William C. LaCourse
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65
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Director
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2006
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Milton L. Lohr
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84
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Director
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1986
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Joel P. Moskowitz
co-founded our predecessor company in
1967. He served as our President from 1974 until January 1987,
and has served as our President since September 1987. In
addition, Mr. Moskowitz has served as our Chairman of the
Board and Chief Executive Officer since 1983. Mr. Moskowitz
currently serves on the Board of Trustees of Alfred University.
Mr. Moskowitz obtained a B.S. in Ceramic Engineering from
Alfred University in 1961 and an M.B.A. from the University of
Southern California in 1967.
Richard A. Alliegro
has served on the Board of Directors
of the Company since 1992. Mr. Alliegro retired from Norton
Company in 1990 after 33 years, where his last position was
Vice President, Refractories and Wear, for Nortons
Advanced Ceramics operation. He served as President of Lanxide
Manufacturing Co., a subsidiary of Lanxide Corporation, from May
1990 to February 1993. Mr. Alliegro currently is the owner
of AllTec Consulting, Inc., a ceramic technology consulting
firm. Mr. Alliegro obtained B.S. and M.S. degrees in
Ceramic Engineering from Alfred University in 1951 and 1952,
respectively, and served as a member of the Board of Trustees of
that university for 16 years, until 1996.
Frank Edelstein
has served on the Board of Directors of
the Company since 1984. He is currently an independent
consultant. From 1986 to 2005, Mr. Edelstein was a vice
president of two private equity firms, first with
Kelso & Company and then with Stone Creek Capital,
Inc. From 1979 to 1986, he was Chairman of the Board of
International Central Bank & Trust and President of
CPI Pension Services, Inc. In July 1983, these companies were
acquired by Continental Insurance Co., where he also served as
Senior Vice President of the Financial Services Group. Prior
experience included Executive Vice President of Olivetti Corp.
of America and Corporate Vice President of Automatic Data
Processing, Inc. Mr. Edelstein is currently a director of
Arkansas Best Corp. and IHOP Corp. He obtained a B.A. degree in
Mathematics from New York University in 1948.
3
Richard A. Kertson
has served on the Board of Directors
of the Company since 2004. From November 2000 until March
2005, Mr. Kertson served as a member of the Board of
Directors of Varco International, Inc., a New York Stock
Exchange-listed equipment manufacturer and service provider for
the oilfield industry. He also served as Chairman of the Audit
Committee of the Varco International Board from May 2003 until
March 2005. Mr. Kertson was employed by Varco International
from October 1975 until his retirement in February 2000, and
served the last 16 years as its chief financial officer.
His prior experience includes other senior-level staff and
management positions in information systems at finance and
industrial companies. Mr. Kertson earned his A.B. degree in
Economics from Occidental College in 1961 and his M.B.A. degree
in Finance from the University of California at Berkeley in 1963.
William C. LaCourse
has served on the Board of Directors
of the Company since 2006. Dr. LaCourse currently is the
Krusen Distinguished Professor of Glass Science at the NYS
College of Ceramics at Alfred University, a position he has held
since 1999. From 1970 until 1999, Dr. LaCourse held various
teaching and administrative positions with the NYS College of
Ceramics at Alfred University, as well as at other academic
institutions. Dr. LaCourse also serves as president of
Santanoni Glass and Ceramics, Inc., a company engaged in
contract research and manufacture of specialty glass frits,
which he founded in January 2001. Dr. LaCourse obtained a
B.S. degree in Engineering Science in 1966 and a M.S. degree in
Materials Science in 1967 from the State University of New York
in Stony Brook. He received his Ph.D. degree in Materials
Engineering from Rensselaer Polytechnic Institute in 1970.
Milton L. Lohr
served as a director of the Company from
1986 until October 1988. He resigned to accept a position as the
first Deputy Undersecretary of Defense for Acquisitions. He held
that position until May 1989 and was re-elected as a
director of the Company in July 1989. Mr. Lohr is currently
a business and defense consultant. He served in both the Reagan
and George H. W. Bush administrations, with responsibility to
assist in overseeing the Department of Defenses major
acquisition programs as well as exercising oversight of
International Programs. He also served as U.S. Acquisition
Representative to NATO and on the Four Power Group. He served
three years on Californias Defense Conversion Council and
was associated with Defense Development Corporation and LF
Global Investments, where his activities were all devoted to
venture capital and serving on advisory boards. Mr. Lohr
was Senior Vice President of Titan Systems, a research and
development company, from 1986 to 1988. Mr. Lohr served
from 1969 to 1983 as Executive Vice-President of Flight Systems,
Inc., a firm engaged in aviation and electronic warfare systems.
Mr. Lohr has over thirty-five years experience in research
and development, management, and as a senior government
official. He served as a panel member of both the
Presidents Science Advisory Committee, the Defense Science
Board, and as a member of the Army Science Board. Mr. Lohr
obtained a B.E. degree in Engineering from USC in 1949 and a
M.S. degree from UCLA in 1964.
Mr. Lohr was a limited partner in Global Money Management,
LP, a private investment fund, and a member of LF Global
Investments, LLC, which serves as the general partner of Global
Money Management. For a brief period of time, Mr. Lohr
served as a co-managing member of LF Global Investments. After
becoming a co-managing member, Mr. Lohr became concerned in
the latter part of 2003 about the financial operations of Global
Money Management and LF Global Investments, which were not
subject to his control. He voluntarily reported his concerns to
the Securities and Exchange Commission and consented to the
appointment of a receiver for Global Money Management and LF
Global Investments for the purpose of investigating their
business. The investigation resulted in a civil action initiated
by the SEC in 2004, which is now pending in the
U.S. District Court, Southern District of California in the
case captioned
SEC v. Global Money Management, LP, et
al,
04-00521-BTM
(WMC)
. The receiver has filed a bankruptcy action on behalf
of the two entities. Mr. Lohr has cooperated with the SEC
throughout its investigation and the ensuing civil action, and
he has not been named in any action initiated by any
governmental or regulatory agency or otherwise found to have
violated any laws or regulations.
4
CORPORATE
GOVERNANCE
Director
Independence
Our Board has determined that all of our directors satisfy the
current independent director standards established
by rules of The Nasdaq Stock Market, Inc. (Nasdaq),
except for Joel P. Moskowitz, who is the Chairman of the Board,
Chief Executive Officer and President of Ceradyne. Each director
serving on the Audit Committee of our Board also meets the more
stringent independence requirements established by Securities
and Exchange Commission rules applicable to audit committees.
Our Board has determined that no member has a relationship that
would interfere with the exercise of independent judgment in
carrying out his responsibilities as a director. There are no
family relationships among any of the directors or executive
officers of the Company.
Board of
Directors and Committee Meetings
Our Board of Directors held six meetings during 2008. The Board
of Directors has an Audit Committee, which held eight meetings
during 2008, a Compensation Committee, which held seven meetings
during 2008, and a Nominating and Corporate Governance
Committee, which held three meetings during 2008. Each incumbent
director attended at least 75% of the aggregate of all meetings
of the Board of Directors and the committees of the Board on
which he served during 2008.
The independent directors meet in executive session on a regular
basis without any management directors or employees present.
Mr. Frank Edelstein has served as Lead Director since
November 15, 2004. As Lead Director, Mr. Edelstein
serves as chair of the executive sessions of the independent
directors and also serves as a liaison between the independent
directors and the Chairman of the Board.
Although we have no formal policy requiring director attendance
at annual meetings of stockholders, we schedule the annual
meeting for a date that is convenient for all directors to
attend. All incumbent directors of the Company attended the 2008
annual meeting of stockholders.
Committees
of the Board
Our Board has three separate standing committees: the Audit
Committee, the Compensation Committee, and the Nominating and
Corporate Governance Committee.
Audit
Committee
The Company has a separately designated standing Audit Committee
of the Board of Directors established in accordance with the
requirements of Section 3(a)(58)(A) of the Securities
Exchange Act of 1934. The current members of the Audit Committee
are Richard A. Kertson, chairperson, William LaCourse and Milton
L. Lohr. All members of the Audit Committee are non-employee
directors and satisfy the current Nasdaq standards applicable to
audit committee members with respect to independence, financial
expertise and experience. Our Board of Directors has determined
that Mr. Kertson meets the Securities and Exchange
Commissions definition of audit committee financial
expert. The Audit Committee held eight meetings during
2008. To ensure independence, the Audit Committee also meets
separately with our independent registered public accounting
firm and members of management.
The Audit Committee has a written charter that specifies its
responsibilities, which include oversight of the financial
reporting process and system of internal accounting controls of
the Company, and appointment and oversight of the independent
registered public accounting firm engaged to audit the
Companys financial statements. A copy of our Audit
Committee Charter is available in the investor relations section
of the Companys website at
www.Ceradyne.com
.
Compensation
Committee
The current members of the Compensation Committee of our Board
are Frank Edelstein, chairperson, Richard A. Alliegro and Milton
L. Lohr, all of whom are independent directors under applicable
Nasdaq
5
standards. The Compensation Committee held seven meetings during
2008. The Compensation Committee reviews and makes
recommendations to the full Board regarding the salaries,
bonuses and other compensation of our executive officers, as
well as the compensation of the non-employee directors. The
Compensation Committee also administers the Companys 1994
Stock Incentive Plan and 2003 Stock Incentive Plan. The
Compensation Committee presently does not have a written charter.
Processes
and Procedures of the Compensation Committee
Commencing in 2005, the Compensation Committee each year has
engaged the services of Hewitt Associates LLC, a human resources
consulting firm, to prepare an analysis of the compensation paid
to Ceradynes executive officers compared to the
compensation levels at public companies of similar size to
Ceradyne, and to make recommendations regarding the compensation
structure and amounts for Ceradynes executive officers. In
2008, Hewitt Associates compared Ceradynes executive
officer compensation to a peer group of companies similar to
Ceradyne. The peer group consisted of 15 manufacturing companies
with annual revenues of from approximately $400 million to
$1.4 billion and market capitalizations of from
approximately $300 million to $3.7 billion. Seven
companies were California based and the rest were in various
parts of the country. The 15 companies used for
benchmarking 2008 compensation were: Conexant Systems, Cubic
Corporation, Emulex Corporation, ESCO Technologies Inc.,
Esterline Technologies Corporation, FLIR Systems, Inc., Franklin
Electric Co., Inc., Gencorp, GrafTech International Ltd., Kaydon
Corporation, Multi-Fineline Electron Inc., Newport Corporation,
Qlogic Corporation, RTI International Metals Inc., and
Technitrol Inc. Hewitt Associates also compared data from this
peer group with general industry data from a wide variety of
manufacturing and service companies with revenues between
$500 million and $1.0 billion.
Our chief executive officer, Joel P. Moskowitz, plays an
important role in formulating the compensation program for our
executive officers as well as for our non-employee directors.
Mr. Moskowitz founded Ceradyne in 1967, is the largest
individual stockholder, and continues to serve full time as the
Companys Chairman of the Board, Chief Executive Officer,
and President. The Compensation Committee considers
Mr. Moskowitz to be one of the most important employees of
Ceradyne, and highly values his insight and views on
compensation matters. Mr. Moskowitz makes recommendations
to the Compensation Committee regarding base salary, cash
bonuses, and awards of equity-based long-term compensation of
the executive officers, other than with respect to himself. The
Chairman of the Compensation Committee, Mr. Frank
Edelstein, also has frequent conversations with
Mr. Moskowitz regarding compensation matters. The
Compensation Committee, meeting in executive session without
Mr. Moskowitz or other management employees present, takes
Mr. Moskowitz recommendations into account in
determining the Committees own recommendations regarding
cash compensation, which are then presented to the full Board
for approval. The Compensation Committee has full authority to
approve awards of equity-based compensation, consisting of stock
options and restricted stock units, but considers the
recommendations of Mr. Moskowitz in making these awards.
Nominating
and Corporate Governance Committee
The current members of the Nominating and Corporate Governance
Committee of our Board are Milton L. Lohr, chairperson, Richard
A. Alliegro and Frank Edelstein, all of whom are independent
directors under applicable Nasdaq standards. The Nominating and
Corporate Governance Committee held three meetings during 2008.
The role of the Nominating and Corporate Governance Committee,
as set forth in its charter, is to
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assist the Board by identifying, evaluating and recommending
candidates for election to the Board,
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recommend Board members to serve on each committee of the Board,
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develop and recommend corporate governance guidelines applicable
to the Company, and
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lead the Board in its annual review of the Boards
performance.
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A copy of our Nominating and Corporate Governance Committee
Charter is available in the investor relations section of the
Companys website at
www.Ceradyne.com
.
6
Identifying
and Evaluating Director Candidates
The guidelines and procedures for identifying and evaluating
nominees for election to the Board are set forth in the
Nominating and Corporate Governance Committee Charter. In
general, persons considered for nomination to the Board must
have demonstrated outstanding achievement, integrity and
judgment and such other skills and experience as will enhance
the Boards ability to serve the long-term interests of the
Company and our stockholders, and must be willing and able to
devote the necessary time for Board service. To comply with
regulatory requirements, a majority of Board members must
qualify as independent directors under Nasdaq rules, and at
least one Board member must qualify as an audit committee
financial expert under rules of the Securities and
Exchange Commission. The committee considers potential
candidates recommended by current directors, company officers,
employees and others, and will consider candidates recommended
by stockholders to be considered as director nominees. A
stockholder wishing to recommend a candidate for nomination to
the Board should send a letter to the Corporate Secretary at
3169 Red Hill Avenue, Costa Mesa, California 92626. The mailing
envelope must contain a clear notation that the enclosed letter
is a Director Nominee Recommendation. The letter
must identify the author as a stockholder and provide a brief
summary of the candidates qualifications. At a minimum,
candidates recommended for election to the Board must meet the
independence standards established by Nasdaq and the criteria
set forth above.
Stockholder
Communications with the Board
Stockholders wishing to communicate with the Board of Directors
or with an individual Board member concerning the Company may do
so by writing to the Board or to the particular Board member,
and mailing the correspondence to: Attention: Corporate
Secretary, Ceradyne, Inc., 3169 Red Hill Avenue, Costa Mesa,
California 92626. The envelope should indicate that it contains
a stockholder communication. All such stockholder communications
will be forwarded to the director or directors to whom the
communications are addressed.
Code of
Business Conduct and Ethics
The Board has adopted a Code of Business Conduct and Ethics that
applies to our chief executive officer, chief financial officer,
controller and persons performing similar functions. A copy of
the Code of Business Conduct and Ethics is available in the
investor relations section of the Companys website at
www.Ceradyne.com
, and a copy also may be obtained at no
charge by written request to the attention of the Corporate
Secretary at 3169 Red Hill Avenue, Costa Mesa, California 92626.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires Ceradynes directors and executive officers, and
persons who own more than ten percent of Ceradynes common
stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership
of our common stock. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish
Ceradyne with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of
Section 16(a) reports furnished to us and written
representations that no other reports were required during the
fiscal year ended December 31, 2008, our officers,
directors and greater than ten percent beneficial owners
complied with all Section 16(a) filing requirements.
7
COMPENSATION
DISCUSSION AND ANALYSIS
This section contains a discussion of the material elements of
compensation awarded to, earned by, or paid to our principal
executive officer, our principal financial officer, and our
other three most highly compensated executive officers who were
serving as executive officers of Ceradyne at December 31,
2008. These individuals are identified in the Summary
Compensation Table and other compensation tables that follow
this section, and are referred to throughout this proxy
statement as our named executive officers. For
information about the Compensation Committee of our Board of
Directors, and the processes and procedures it employs to review
and establish compensation for our named executive officers,
please refer to the section captioned Compensation
Committee at page 5 above.
Executive
Compensation Program Objectives and Overview
Our executive compensation program is intended to fulfill three
primary objectives: first, to attract and retain qualified
executives required for the success of our business; second, to
reward these executives for financial and operating performance;
and third, to align their interests with those of our
stockholders to create long-term stockholder value.
The principal elements of the compensation program for our named
executives include base salary, cash bonus, and long-term
incentives in the form of stock options and, more recently,
restricted stock units. Our compensation program has consisted
of these same basic elements for many years, but has been
modified and adjusted in recent years as the Company has
experienced rapid growth in revenues and profits.
During the 1980s and 1990s, we were a very small
company with annual revenues ranging in the low to mid
$20 millions during much of this period. Profits were also
small and in many years we incurred a net loss. Consequently, we
could not afford to pay large salaries. In order to provide
incentives to our executive officers, whose salaries generally
were at the low end of being competitive, we provided cash
bonuses based on a percentage of pre-tax profits, either of the
entire company, in the case of our chief executive officer, or
of a division or business unit in the case of executives whose
responsibilities were more narrow in scope. For our senior
executive officers, these cash bonuses were based on a fixed
percentage of pre-tax profits, without any threshold amounts,
target amounts, or limits on the maximum amount that could be
earned. However, in most years during this period, the cash
bonuses actually earned were either small or, when we incurred a
net loss, non-existent.
Our revenue and profits began growing rapidly in about 2003,
primarily as a result of increasing sales of our ceramic body
armor due to the military conflicts in Iraq and Afghanistan.
This success enabled us to pay more competitive salaries, and we
began increasing base salaries in order to bring them more in
line with the median level paid by companies comparable in size
to us in our general geographic location. Our cash bonus plan,
which generally did not change during this period, generated
increasingly large cash bonuses as our profitability increased.
In 2004, for example, the cash bonus earned by one of our
executive officers exceeded 200% of his base salary.
Although the amount of cash bonuses earned in 2004 were high
historically, our Compensation Committee believed that the total
cash compensation earned by our named executive officers in 2004
was fair in view of the exceptional operating performance of the
Company. Because the cash bonus plan was popular with management
and was positive for morale, the Compensation Committee left the
plan largely intact for 2005, but imposed a limit on maximum
bonuses for 2005 of 150% of base salary. The cash bonus plan,
with this modification, was continued unchanged for 2006.
Commencing with 2007, the cash bonus plan was modified by
decreasing the maximum amounts to 100% of base salary for our
three highest paid executive officers. In conjunction with the
decrease in the maximum bonus percentage, the base salaries for
our three highest paid executive officers were increased in 2007
to equal a larger percentage of estimated total cash
compensation. For 2008, increases in base salaries were kept to
a more modest amount of approximately 9.0%, which was based on
4.0% for inflation plus 5.0% for the extraordinary growth in
sales in 2007.
In setting the compensation of our named executive officers for
2009, our Compensation Committee has taken into consideration
the Companys decline in sales and net income in 2008 and
expected further declines
8
in 2009, by freezing 2009 base salaries at 2008 levels and by
reducing the maximum bonus amounts for our three highest paid
executive officers to 90% of base salary. In addition, our
Compensation Committee has imposed a threshold on cash bonuses
for the first time: our Chief Executive Officer and Chief
Financial Officer will not earn a cash bonus under the bonus
formulas described below unless the Company earns at least $0.50
per fully diluted share in 2009. However, the Compensation
Committee retains discretion to award cash bonuses if deemed
warranted by extraordinary circumstances or the contributions by
individual officers.
2008
Executive Officer Compensation Elements
Cash
Compensation
As noted above, over the past several years our Compensation
Committee has sought to adjust the components of cash
compensation by increasing base salaries, imposing maximum
limits on cash bonuses, and adjusting the relative mix of the
two. Based in part on survey information provided by Hewitt
Associates LLC, as described at page 6 above, the
Compensation Committee has gradually increased base salaries,
and for 2008 the Compensation Committee targeted its
recommendations for total cash compensation, consisting of base
salary and bonus, at the median level of the survey group of
companies. The Compensation Committee targeted total 2008
compensation, consisting of base salary, bonus and equity-based
compensation, at the median amount of the survey group of
companies.
The table below shows the base salary established for each of
our named executive officers for 2008, and the percentage
increase compared to the prior year. Salary adjustments
generally take effect in February of each year, so the amounts
shown below will not be exactly the same as those shown in the
Fiscal 2008 Summary Compensation Table.
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Percent
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2008
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Increase versus
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Name and Principal Position
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Base Salary
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2007 Base Salary
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Joel P. Moskowitz
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$710,000
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9.2
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%
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Chairman of the Board, Chief
Executive Officer and President
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Jerrold J. Pellizzon
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$330,000
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10.0
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%
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Chief Financial Officer
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David P. Reed
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$355,000
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9.2
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%
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Vice President, and President of
North American Operations
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Bruce Lockhart
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$180,000
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9.1
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%
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Vice President, and President of
Ceradyne Thermo Materials
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Kenneth R. Morris
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$240,000
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9.1
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%
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Vice President Operations
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9
The following table describes the cash bonus plan in effect for
2008.
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2008 Cash Bonuses
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Cash Bonus
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Maximum
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Name and Principal Position
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Formula
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Cash Bonus
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Joel P. Moskowitz
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1.0% of
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$
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710,000
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(1)
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Chairman of the Board,
Chief Executive Officer
and President
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consolidated
pre-tax income
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Jerrold J. Pellizzon
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0.5% of
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$
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330,000
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(1)
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Chief Financial Officer
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consolidated
pre-tax income
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David P. Reed
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1.0% of
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$
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355,000
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(1)
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Vice President, and
President of North
American Operations
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Advanced Ceramic
Operations
pre-tax income from
operations
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Bruce Lockhart
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3.0% of Ceradyne
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$
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150,000
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(2)
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Vice President, and
President of Ceradyne
Thermo Materials
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Thermo Materials
pre-tax income from
operations
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Kenneth R. Morris
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Based on Advanced
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$
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108,000
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(3)
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Vice President Operations
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Ceramic Operations
director bonus pool
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(1)
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Cash bonuses for Mr. Moskowitz, Mr. Pellizzon and
Mr. Reed were capped at an amount equal to 100% of each
officers annual base salary in 2008.
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(2)
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Cash bonus for Mr. Lockhart was capped at $150,000, which
equals approximately 83.3% of his annual base salary in 2008.
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(3)
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Cash bonus for Mr. Morris was capped at an amount equal to
45% of his annual base salary in 2008.
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Equity-Based
Compensation
We have used stock option grants as a form of long-term
compensation since 1983. Until approximately 2003, when our
revenues and profits began to increase dramatically, as
described above, our stock generally was not actively traded and
the price stayed within a relatively narrow range. Consequently,
stock options did not provide much incentive compensation prior
to 2003. When our stock price began to increase dramatically in
2003, employees who were granted stock options in earlier years
suddenly realized substantial gains on their options. However,
the Compensation Committee was concerned that newly granted
stock options may not provide the same level of increase in
value in the future, and therefore may not serve the intended
purpose of providing incentive compensation. This is because
stock options have value to the employee only if the price of
the stock is higher on the date of exercise than it was on the
date of grant.
During 2004, the Financial Accounting Standards Board and the
Securities and Exchange Commission adopted new rules that
require that public companies reflect in their income statement
over the time period the options vest, an amount of compensation
expense related to stock options based on certain assumptions
calculated on the date of grant. These rules are set forth in
Statement of Financial Accounting Standards 123R
(SFAS 123R)
Share Based Compensation
,
and are described in Note 10 to our financial statements in
our 2008 Annual Report on
Form 10-K
filed with the Securities and Exchange Commission.
SFAS 123R was effective for Ceradyne commencing
January 1, 2006. Under the accounting rules in effect prior
to January 1, 2006, there was no financial statement
expense required for stock options granted at an exercise price
equal to or higher than the closing price of the underlying
stock on the date of grant.
Partly based on the new accounting rules for stock options and
the concerns of the Compensation Committee regarding the
incentive value of stock options, as noted above, the Company in
2005 amended its
10
2003 Stock Incentive Plan to authorize the grant of restricted
stock units, in addition to traditional stock options. This
amendment was approved by our stockholders in May 2005. A
restricted stock unit (RSU) is similar, in many
respects, to a stock option, except that there is no exercise
price. Each RSU represents the right to receive one share of
common stock of the Company when the RSU vests, without payment
of any exercise price. For accounting purposes, the value of an
RSU, which is the closing price of a share of our stock on the
date of grant of the RSU, is expensed and reflected in our
income statement ratably over the period the RSU vests.
Commencing in May 2005, after the stockholders approved the
amendment to the 2003 Stock Incentive Plan, the Compensation
Committee began awarding RSUs to executive officers, rather than
stock options. The reasons for this are threefold: Even if the
price of our stock declines after the date of grant, RSUs will
still have some value when they vest, unlike stock options. RSUs
would still serve as an incentive to employees to improve
Company performance, which hopefully would be reflected in a
higher price of our stock, but they would not lose all of their
value merely because the price of our stock might decline below
the price on the date of grant, which could be caused by stock
market conditions or the economy as a whole, and not by the
performance of Ceradyne. Secondly, the accounting treatment
associated with RSUs would no longer be a deterrent, because the
accounting treatment for both RSUs and stock options would be
similar commencing January 1, 2006. Lastly, because there
is no exercise price required when RSUs vest, contrasted with
stock options, the intrinsic value of an RSU when it vests is
greater than the intrinsic value of a stock option when it
vests. For this reason, the Compensation Committee determined
that it would grant fewer RSUs to each officer than the number
of stock options that would have been granted based on
historical practices. This policy would result in fewer shares
being outstanding, resulting in less dilution to stockholders,
and would allow the number of shares remaining available under
our 2003 Stock Incentive Plan to last longer. RSUs granted to
officers vest over five years at the rate of 20% of the units as
of each anniversary of the date of grant. This is the same rate
of vesting that applies to stock options we have granted in the
past.
Compensation
of our Named Executive Officers
The amount of each component of compensation established for the
named executive officers is based on a number of factors. These
factors include company performance, individual performance,
compensation paid by companies comparable in size to Ceradyne,
input from Hewitt Associates LLC, the recommendations of our
Chief Executive Officer, Joel P. Moskowitz, and a review of the
prior compensation history of each executive officer. Some of
these factors are discussed above. Other factors applicable to
each named executive officer are discussed below.
Mr. Moskowitz founded Ceradyne in 1967 and continues to
serve the Company full time as our Chairman, Chief Executive
Officer and President. The Compensation Committee considers
Mr. Moskowitz to be largely responsible for the success the
Company has achieved, and to be one of our most important
employees. Because he has responsibility for the entire Company,
his cash bonus is based on consolidated pre-tax profits.
Mr. Pellizzon has been our Chief Financial Officer since
September 2002. He has guided the Company through several
financing transactions, the significant acquisition of ESK
Ceramics in 2004, the acquisitions of Minco, Inc. and
EaglePicher LLC in 2007, and several smaller acquisitions, and
with the implementation of internal controls and procedures
necessary to comply with complex new financial and accounting
requirements imposed by the Sarbanes-Oxley Act of 2002. Because
he has responsibility for the entire Company, his cash bonus is
also based on consolidated pre-tax profits.
Mr. Reed has been an employee of Ceradyne since November
1983. He is responsible for all of North American
operations, which includes our largest operating segment, our
Advanced Ceramic Operations, or ACO. Our ACO division
manufactures ceramic body armor, which is the reason for most of
our dramatic growth since 2002. Mr. Reed is largely
responsible for this success. Because he has responsibility for
all of the ACO operations, his cash bonus is based on a
percentage of the pre-tax profits of ACO.
11
Mr. Lockhart has been an employee of Ceradyne since
September 2001 as President of our Thermo Materials
division and he was appointed a Vice President of Ceradyne in
February 2003. His responsibility has expanded substantially
over the past two years with our acquisition of Minco, Inc. in
July 2007 and the expansion of our operations into China in
2007, where we manufacture ceramic crucibles. Both Minco and our
China operations are part of our Thermo Materials operating
segment. Mr. Lockharts cash bonus in 2008 was based
on pre-tax operating income of our Thermo Materials division.
Mr. Morris has been an employee of Ceradyne since January
2005 as Director of Body Armor and he was promoted in July 2006
to his current position as Vice President of Operations. He was
formerly employed by Ceradyne from 1983 to 1984 as Materials
Manager and as Assistant Vice President of Operations for the
silicon carbide division from 1984 to 1986. In his current
position, Mr. Morris is responsible for all manufacturing
operations of our ACO division, including the manufacturing of
ceramic body armor, which has been our largest product line
during the past several years. Mr. Morris cash bonus
in 2008 was based on pre-tax operating income of our ACO
division.
The following table shows the three elements of our compensation
program applicable to our named executive officers in 2008, and
the total targeted compensation.
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Long-Term
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2008
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Maximum 2008
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Equity Incentive
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Total 2008 Maximum
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Name and Principal Position
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Base Salary
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|
Cash Bonus
|
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Compensation(1)
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Compensation
|
|
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Joel P. Moskowitz
Chairman of the Board, Chief Executive
Officer and President
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$
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710,000
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$
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710,000
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$
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875,000
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$
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2,295,000
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Jerrold J. Pellizzon
Chief Financial Officer
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$
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330,000
|
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$
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330,000
|
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$
|
525,000
|
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$
|
1,185,000
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David P. Reed
Vice President and President of North
American Operations
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$
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355,000
|
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$
|
355,000
|
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$
|
525,000
|
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$
|
1,235,000
|
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Bruce Lockhart
Vice President, and President of Ceradyne
Thermo Materials
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|
$
|
180,000
|
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|
$
|
150,000
|
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|
$
|
140,000
|
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|
$
|
470,000
|
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Kenneth R. Morris
Vice President Operations
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|
$
|
240,000
|
|
|
$
|
108,000
|
|
|
$
|
140,000
|
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|
$
|
488,000
|
|
|
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(1)
|
|
Long-term equity incentive compensation is in the form of
restricted stock units (RSU) granted under the
Companys 2003 Stock Incentive Plan. Each RSU represents
the right to receive one share of common stock of the Company
when the RSU vests, without payment of any exercise price. RSUs
granted to officers vest over five years at the rate of 20% of
the units as of each anniversary of the date of grant. The
number of RSUs granted to each of the named executive officers
in 2008 was determined by dividing the amount of long-term
equity incentive compensation shown in the table by $35, which
was approximately the share price on the date of grant. The
estimated value of the long-term equity incentive compensation
shown in this column is based on the assumptions that all RSUs
granted in 2008 will vest in full and that the price per share
on the date of vesting will be $35 per share.
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Policies
Regarding Timing and Pricing of Equity-Based Awards
Under our 1994 and 2003 Stock Incentive Plans, the exercise
price of stock options must be no less than the closing price of
our common stock on the date of grant. Restricted stock units,
which may be awarded under the 2003 plan, represent the right to
receive one share of common stock of the Company when each RSU
vests, and do not require the payment of any exercise price.
Since 2004, it has been our policy to grant stock options (and,
since May 2005, restricted stock units) only at duly held
meetings of our Stock Option Committee and, commencing in
February 2005, at duly held meetings of our Compensation
Committee. (Our Stock Option Committee was disbanded when
responsibility for administering equity-based compensation plans
was delegated to the Compensation Committee in
February 2005.)
However, following a voluntary review of historical stock option
grant practices and related accounting treatment initiated by
Ceradyne management in July 2006, it was determined that most
stock options granted
12
during the period of January 1997 through September 2003 did not
reflect the closing price of our common stock on the actual date
of grant. Please refer to Note 11 to our financial
statements in our 2008 Annual Report on
Form 10-K
filed with the Securities and Exchange Commission for a detailed
discussion of this investigation. A summary of the discussion
contained in Note 11 is provided below.
The review was conducted by a Special Committee comprised of
three independent members of the Companys Board of
Directors, with the assistance of independent legal counsel and
forensic accounting experts. The review found that until
September 2003, stock option grants generally were approved by
unanimous written consents signed by the members of the Stock
Option Committee of the Board of Directors. Throughout this
period, the Stock Option Committee consisted of our chief
executive officer and one non-management member of the Board.
The date specified as the grant date in each unanimous written
consent was used (i) to determine the exercise price of the
options and (ii) as the accounting measurement date.
The review also found that from January 1997 through September
2003, the date selected by management as the grant date and
accounting measurement date was the date specified in the
unanimous written consent, but that, in all but one case, the
unanimous written consents were not prepared, approved or
executed by the Companys Stock Option Committee until a
later date. The Companys chief executive officer was
responsible for selecting the grant dates and followed a
consistent practice of seeking low grant prices and he was
unaware of the accounting implications of the method he used.
Therefore, the use of the date specified in the unanimous
written consent as the accounting measurement date was incorrect
in all but one case. The proper accounting measurement date was
the date the unanimous written consent was signed by the members
of the Stock Option Committee.
Based upon information gathered during the review by independent
legal counsel, the Special Committee and the Board of Directors
have concluded that, while the Company applied an option price
date selection practice that resulted in the use of incorrect
accounting measurement dates for options granted between January
1997 and September 2003, the accounting errors resulting from
the use of incorrect measurement dates were not the product of
any deliberate or intentional misconduct by the Company or its
executives, staff or Board of Directors. However, as a result of
using revised measurement dates for options granted from January
1997 through September 2003, the Company recorded a charge in
the second quarter ended June 30, 2006 of $3.4 million
($2.3 million after income taxes) pertaining to the years
ended December 31, 1997 to 2005 and the six months ended
June 30, 2006 (the Stock-Based Charge).
The Company does not believe that a restatement of its
prior-period financial statements is required for the
Stock-Based Charge. Based on the materiality guidelines
contained in SEC Staff Accounting Bulletin No. 99,
Materiality (SAB 99), the Company believes that the
Stock-Based Charge is not material to any of the individual
prior periods affected and the aggregate Stock-Based Charge is
not material to the results for the year ended December 31,
2006.
The review of the Special Committee also found that from
September 2003 to February 2005, all stock option grants were
approved at meetings held by the Stock Option Committee, and,
since February 2005, all stock option grants have been approved
at meetings held by the Compensation Committee of our Board of
Directors. The dates of these meetings have been used correctly
as the accounting measurement date for all stock options granted
since September 2003.
Prior to December 31, 2006, the current members of
Ceradynes Board of Directors, all current executive
officers and all other employees of the Company amended all
unexercised stock options they held which had an exercise price
that is less than the price of the Companys common stock
on the actual date of grant, by increasing the exercise price to
an amount equal to the closing price of the common stock as of
the actual grant date. There was no incremental financial
statement expense required as a result of the upward revision in
the exercise prices of these stock options. The Company has and
will continue to reimburse all non-executive officer employees
for the increase in the exercise price for the modified options
as they vest. Such reimbursement has and will not be material.
13
Tax
Considerations
Under Section 162(m) of the Internal Revenue Code, we
generally receive a federal income tax deduction for
compensation paid to any of our named executive officers only to
the extent total compensation does not exceed $1.0 million
during any fiscal year or if it is performance-based
under Section 162(m). Prior to 2006, the total compensation
earned by our executive officers was always less than
$1.0 million and, consequently, the limitations imposed by
Section 162(m) were not a factor. Although our chief
executive officer earned compensation in excess of
$1.0 million in 2006, 2007 and 2008, the Compensation
Committee has determined, for the reasons set forth above, not
to modify the basic method of determining cash bonuses. Because
the cash bonus plan has not been approved by our stockholders,
it does not constitute a performance based plan
under Section 162(m). The Compensation Committee has also
determined, based in part on the recommendation of our chief
executive officer, to award restricted stock units using
time-based vesting rather than performance-based vesting.
Consequently, the Company will not be able to deduct for federal
income tax purposes any compensation earned by our named
executive officers in 2008 in excess of $1.0 million each.
Compensation
Committee Report
The Compensation Committee has reviewed the foregoing
Compensation Discussion and Analysis and has discussed its
contents with Ceradyne management and the Board of Directors.
Based on the review and discussions, the Compensation Committee
has recommended to the Board that the Compensation Discussion
and Analysis be included in this proxy statement and is
incorporated by reference in the Companys
Form 10-K.
Submitted by the members of the Compensation Committee
Richard A. Alliegro
Frank Edelstein (Chairperson)
Milton L. Lohr
Compensation
Committee Interlocks and Insider Participation
Our Board of Directors has a standing Compensation Committee.
The members of this committee during 2008 and presently are
Richard A. Alliegro, Frank Edelstein and Milton L. Lohr. The
Compensation Committees function is to review and make
recommendations to the Board regarding the compensation of
executive officers and of the non-employee directors. The
Compensation Committee also administers our equity incentive
plans. No member of the Compensation Committee is, or ever has
been, an employee or officer of the Company. No executive
officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one
or more executive officers serving as a member of our Board of
Directors or Compensation Committee.
14
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The following table shows the compensation earned during each of
the years ended December 31, 2008, 2007 and 2006 by our
principal executive officer, our principal financial officer,
and our three other most highly compensated executive officers
who were serving as executive officers at December 31,
2008. These officers are referred to in this proxy statement as
the named executive officers.
Fiscal
2008 Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary(1)
|
|
|
Bonus(1)
|
|
|
Awards(2)
|
|
|
Awards(3)
|
|
|
Compensation(4)
|
|
|
Total
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
Joel P. Moskowitz
|
|
|
2008
|
|
|
$
|
725,836
|
|
|
$
|
695,006
|
|
|
$
|
264,175
|
|
|
$
|
|
|
|
$
|
7,750
|
|
|
$
|
1,692,767
|
|
|
|
|
|
Chairman of the Board,
|
|
|
2007
|
|
|
|
616,348
|
|
|
|
650,000
|
|
|
|
133,552
|
|
|
|
|
|
|
|
7,750
|
|
|
|
1,407,650
|
|
|
|
|
|
Chief Executive Officer and
|
|
|
2006
|
|
|
|
468,855
|
|
|
|
712,515
|
|
|
|
73,571
|
|
|
|
|
|
|
|
7,500
|
|
|
|
1,262,441
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerrold J. Pellizzon
|
|
|
2008
|
|
|
|
336,916
|
|
|
|
322,499
|
|
|
|
143,816
|
|
|
|
49,371
|
|
|
|
7,750
|
|
|
|
860,352
|
|
|
|
|
|
Chief Financial Officer
|
|
|
2007
|
|
|
|
287,308
|
|
|
|
300,000
|
|
|
|
64,956
|
|
|
|
78,275
|
|
|
|
7,750
|
|
|
|
738,289
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
231,414
|
|
|
|
351,000
|
|
|
|
29,428
|
|
|
|
85,189
|
|
|
|
7,500
|
|
|
|
704,531
|
|
|
|
|
|
David P. Reed
|
|
|
2008
|
|
|
|
362,893
|
|
|
|
266,262
|
|
|
|
143,816
|
|
|
|
29,387
|
|
|
|
7,750
|
|
|
|
810,108
|
|
|
|
|
|
Vice President, and President
|
|
|
2007
|
|
|
|
311,907
|
|
|
|
325,000
|
|
|
|
64,956
|
|
|
|
37,708
|
|
|
|
7,750
|
|
|
|
747,321
|
|
|
|
|
|
of North American
|
|
|
2006
|
|
|
|
254,296
|
|
|
|
385,500
|
|
|
|
29,428
|
|
|
|
41,568
|
|
|
|
7,500
|
|
|
|
718,292
|
|
|
|
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce Lockhart
|
|
|
2008
|
|
|
|
184,039
|
|
|
|
173,841
|
|
|
|
53,782
|
|
|
|
14,694
|
|
|
|
7,750
|
|
|
|
434,106
|
|
|
|
|
|
Vice President, and President
|
|
|
2007
|
|
|
|
145,964
|
|
|
|
22,532
|
|
|
|
30,160
|
|
|
|
19,143
|
|
|
|
7,750
|
|
|
|
225,549
|
|
|
|
|
|
of Ceradyne Thermo
|
|
|
2006
|
|
|
|
119,858
|
|
|
|
14,744
|
|
|
|
10,178
|
|
|
|
19,256
|
|
|
|
7,500
|
|
|
|
171,536
|
|
|
|
|
|
Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth R. Morris
|
|
|
2008
|
|
|
|
254,626
|
|
|
|
105,754
|
|
|
|
119,526
|
|
|
|
|
|
|
|
7,750
|
|
|
|
487,656
|
|
|
|
|
|
Vice President of Operations
|
|
|
2007
|
|
|
|
216,153
|
|
|
|
99,000
|
|
|
|
95,904
|
|
|
|
|
|
|
|
19,586
|
|
|
|
430,643
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
190,229
|
|
|
|
70,380
|
|
|
|
59,820
|
|
|
|
|
|
|
|
68,294
|
|
|
|
388,723
|
|
|
|
|
|
|
|
|
(1)
|
|
The amounts shown in these columns reflect salary and bonuses
earned by the named executive officers during the years shown
and include amounts which the executives elected to defer, on a
discretionary basis, pursuant to the Companys 401(k)
savings plan and the nonqualified deferred compensation plan.
Additional information regarding the Companys nonqualified
deferred compensation plan is provided below in the Fiscal
Year 2008 Nonqualified Deferred Compensation Table.
|
|
(2)
|
|
The amounts shown in this column represent the compensation
expense recognized by the Company in the years shown for
financial statement reporting purposes with respect to the fair
value of restricted stock units (RSUs) granted in
each year shown as well as for RSUs granted in prior fiscal
years. The compensation expense is computed in accordance with
SFAS 123R, and does not necessarily correspond to the
actual value that will be realized by the named executive
officers. Each RSU represents the right to receive one share of
Ceradyne common stock when the RSU vests, without payment of any
exercise price. RSUs granted to the named executive officers
vest over five years at the rate of 20% of the units as of each
anniversary of the date of grant. Pursuant to SEC rules, the
dollar amounts shown in the table exclude the impact of
estimated forfeitures related to service-based vesting
conditions. Under SFAS 123R, the fair value of RSUs is
calculated using the closing price of Ceradyne common stock on
the date of grant. For additional information regarding the
calculation of fair value of RSUs, refer to note 10 of the
Ceradyne financial statements in our annual Report on
Form 10-K
for the year ended December 31, 2008, as filed with the
SEC. See the Grants of Plan-Based Awards table below for
additional information regarding awards made in 2008.
|
|
(3)
|
|
The amounts shown in this column represent the compensation
expense recognized by the Company in the years shown for
financial statement reporting purposes with respect to the fair
value of stock options granted in prior fiscal years. No stock
options were granted to the named executive officers in 2008,
2007 or 2006. The compensation expense is computed in accordance
with SFAS 123R, and does not necessarily
|
15
|
|
|
|
|
correspond to the actual value that will be realized by the
named executive officers. Stock options granted to the named
executive officers vest over five years at the rate of 20% of
the units as of each anniversary of the date of grant. Pursuant
to SEC rules, the dollar amounts shown in the table exclude the
impact of estimated forfeitures related to service-based vesting
conditions. Under SFAS 123R, the fair value of stock
options is calculated as of the grant date using an
option-pricing model. For additional information regarding the
calculation of the fair value of stock options, refer to
note 10 of the Ceradyne financial statements in our annual
Report on
Form 10-K
for the year ended December 31, 2008, as filed with the SEC.
|
|
(4)
|
|
See the All Other Compensation Table below for additional
information regarding the amounts shown in this column.
|
All Other
Compensation
The following table includes information regarding the various
elements of all other compensation shown above in
the Fiscal 2008 Summary Compensation Table.
Fiscal
2008 All Other Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Contribution to
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions to
|
|
|
Nonqualified
|
|
|
Relocation
|
|
|
|
|
|
|
|
|
|
401(k) Plan(1)
|
|
|
Deferred
|
|
|
Reimbursement(2)
|
|
|
Total
|
|
Name
|
|
Year
|
|
|
($)
|
|
|
Compensation Plan
|
|
|
($)
|
|
|
($)
|
|
|
Joel P. Moskowitz
|
|
|
2008
|
|
|
$
|
7,750
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,750
|
|
|
|
|
2007
|
|
|
|
7,750
|
|
|
|
|
|
|
|
|
|
|
|
7,750
|
|
|
|
|
2006
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
Jerrold J. Pellizzon
|
|
|
2008
|
|
|
|
7,750
|
|
|
|
|
|
|
|
|
|
|
|
7,750
|
|
|
|
|
2007
|
|
|
|
7,750
|
|
|
|
|
|
|
|
|
|
|
|
7,750
|
|
|
|
|
2006
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
David P. Reed
|
|
|
2008
|
|
|
|
7,750
|
|
|
|
|
|
|
|
|
|
|
|
7,750
|
|
|
|
|
2007
|
|
|
|
7,750
|
|
|
|
|
|
|
|
|
|
|
|
7,750
|
|
|
|
|
2006
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
Bruce Lockhart
|
|
|
2008
|
|
|
|
7,750
|
|
|
|
|
|
|
|
|
|
|
|
7,750
|
|
|
|
|
2007
|
|
|
|
7,750
|
|
|
|
|
|
|
|
|
|
|
|
7,750
|
|
|
|
|
2006
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
Kenneth R. Morris
|
|
|
2008
|
|
|
|
6,154
|
|
|
|
1,596
|
|
|
|
|
|
|
|
7,750
|
|
|
|
|
2007
|
|
|
|
5,700
|
|
|
|
2,050
|
|
|
|
11,836
|
|
|
|
19,586
|
|
|
|
|
2006
|
|
|
|
7,500
|
|
|
|
|
|
|
|
60,794
|
|
|
|
68,294
|
|
|
|
|
(1)
|
|
The amounts in this column represent the Companys matching
contributions under the Ceradyne Smart 401(k) Plan for the years
shown, up to the limitations imposed under Internal Revenue
Service regulations. Matching contributions are made at the
discretion of the Board of Directors at a rate of up to 50% of
the employees contribution, which is limited to 15% of the
employees salary and bonus, subject to limits on maximum
employee contributions imposed by Internal Revenue Service
regulations.
|
|
(2)
|
|
The amounts in this column for Mr. Morris represent an
allowance for housing expenses paid to him in 2007 and 2006
relating to his relocation to Orange County, California in
connection with his commencement of employment in 2005.
|
16
Grants of
Plan-Based Awards
The following table sets forth information regarding grants of
awards to each named executive officer during the year ended
December 31, 2008 under our equity incentive plans.
Grants of
Plan-Based Awards in Fiscal Year 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards:
|
|
|
|
|
|
|
|
|
Grant Date Fair
|
|
|
|
|
|
|
Number of Shares
|
|
|
Exercise or Base
|
|
|
|
|
|
Value of Stock and
|
|
|
|
|
|
|
of Stock or Units(1)
|
|
|
Price of Option
|
|
|
Closing Price on
|
|
|
Option Awards(2)
|
|
Name
|
|
Grant Date
|
|
|
(#)
|
|
|
Awards ($/Sh)
|
|
|
Grant Date ($/Sh)
|
|
|
($)
|
|
|
Joel P. Moskowitz
|
|
|
5/8/2008
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
38.60
|
|
|
$
|
965,000
|
|
Jerrold J. Pellizzon
|
|
|
5/8/2008
|
|
|
|
15,000
|
|
|
|
|
|
|
|
38.60
|
|
|
|
579,000
|
|
David P. Reed
|
|
|
5/8/2008
|
|
|
|
15,000
|
|
|
|
|
|
|
|
38.60
|
|
|
|
579,000
|
|
Bruce Lockhart
|
|
|
5/8/2008
|
|
|
|
4,000
|
|
|
|
|
|
|
|
38.60
|
|
|
|
154,400
|
|
Kenneth R. Morris
|
|
|
5/8/2008
|
|
|
|
4,000
|
|
|
|
|
|
|
|
38.60
|
|
|
|
154,400
|
|
|
|
|
(1)
|
|
The amounts shown in this column represent the number of
restricted stock units (RSUs) granted in 2008 to
each named executive officer. Each RSU represents the right to
receive one share of Ceradyne common stock when the RSU vests,
without payment of any exercise price. RSUs granted to the named
executive officers vest over five years at the rate of 20% of
the units as of each anniversary of the date of grant, provided
that the executive is still employed by the Company on the
vesting date.
|
|
(2)
|
|
The amounts shown in this column represent the full grant date
fair value of RSUs granted in 2008, computed in accordance with
SFAS 123R. Under SFAS 123R, the grant date fair value
of RSUs is calculated using the closing price of Ceradyne common
stock on the date of grant, multiplied by the number of RSUs
granted. This amount is then recognized by the Company as
compensation expense for financial statement reporting purposes
ratably over the vesting period. The amount recognized as
compensation expense in 2008 is included in the Summary
Compensation Table above in the column headed Stock
Awards.
|
17
Outstanding
Equity Awards
The following table provides information regarding outstanding
equity awards held by each named executive officer as of
December 31, 2008, including the number of unexercised
vested and unvested stock options and the number of unvested
restricted stock units (RSUs). The vesting schedule
for each grant is shown following this table. The market value
of the RSUs is based on the closing market price of Ceradyne
common stock as of the last trading day of the year
(December 31, 2008), which was $20.31 per share.
Outstanding
Equity Awards at 2008 Fiscal Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
|
Number of Securities
|
|
|
Option
|
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
|
Underlying Unexercised
|
|
|
Exercise
|
|
|
Option
|
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
Options (#)
|
|
|
Price
|
|
|
Expiration
|
|
|
|
Vested(2)
|
|
|
Vested(3)
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable(1)
|
|
|
($)
|
|
|
Date
|
|
|
|
(#)
|
|
|
($)
|
|
Joel P. Moskowitz
|
|
|
112,500
|
|
|
|
|
|
|
$
|
4.58
|
|
|
|
9/6/2011
|
|
|
|
|
2,000
|
|
|
$
|
40,620
|
|
|
|
|
56,250
|
|
|
|
|
|
|
|
16.89
|
|
|
|
9/10/2013
|
|
|
|
|
3,000
|
|
|
|
60,930
|
|
|
|
|
22,500
|
|
|
|
|
|
|
|
21.84
|
|
|
|
8/16/2014
|
|
|
|
|
4,400
|
|
|
|
89,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
507,750
|
|
Jerrold J. Pellizzon
|
|
|
27,000
|
|
|
|
|
|
|
|
3.22
|
|
|
|
10/14/2012
|
|
|
|
|
800
|
|
|
|
16,248
|
|
|
|
|
4,500
|
|
|
|
|
|
|
|
16.89
|
|
|
|
9/10/2013
|
|
|
|
|
1,200
|
|
|
|
24,372
|
|
|
|
|
6,000
|
|
|
|
3,000
|
|
|
|
21.84
|
|
|
|
8/16/2014
|
|
|
|
|
2,800
|
|
|
|
56,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
304,650
|
|
David P. Reed
|
|
|
11,250
|
|
|
|
|
|
|
|
3.58
|
|
|
|
5/20/2012
|
|
|
|
|
800
|
|
|
|
16,248
|
|
|
|
|
2,250
|
|
|
|
|
|
|
|
3.22
|
|
|
|
10/14/2012
|
|
|
|
|
1,200
|
|
|
|
24,372
|
|
|
|
|
11,250
|
|
|
|
|
|
|
|
16.89
|
|
|
|
9/10/2013
|
|
|
|
|
2,800
|
|
|
|
56,868
|
|
|
|
|
6,000
|
|
|
|
1,500
|
|
|
|
21.84
|
|
|
|
8/16/2014
|
|
|
|
|
15,000
|
|
|
|
304,650
|
|
Bruce Lockhart
|
|
|
1,350
|
|
|
|
|
|
|
|
3.96
|
|
|
|
12/16/2012
|
|
|
|
|
600
|
|
|
|
12,186
|
|
|
|
|
1,125
|
|
|
|
|
|
|
|
16.89
|
|
|
|
9/10/2013
|
|
|
|
|
1,600
|
|
|
|
32,496
|
|
|
|
|
1,000
|
|
|
|
500
|
|
|
|
21.84
|
|
|
|
8/16/2014
|
|
|
|
|
4,000
|
|
|
|
81,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
81,240
|
|
Kenneth R. Morris
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
60,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200
|
|
|
|
34,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500
|
|
|
|
30,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600
|
|
|
|
32,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
81,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
81,240
|
|
|
|
|
(1)
|
|
Stock options granted to the named executive officers vest over
five years at the rate of 20% of the options as of each
anniversary of the date of grant, provided that the executive is
still employed by the Company on the vesting date. The amounts
shown in this column represent the remaining unvested portion of
each option grant.
|
|
(2)
|
|
The amounts shown in this column represent the number of
restricted stock units (RSUs) held by each named
executive officer as of December 31, 2008. Each RSU
represents the right to receive one share of Ceradyne common
stock when the RSU vests, without payment of any exercise price.
RSUs granted to the named executive officers vest over five
years at the rate of 20% of the units as of each anniversary of
the date of grant, provided that the executive is still employed
by the Company on the vesting date.
|
|
(3)
|
|
The amounts shown in this column represent the value of unvested
RSUs held as of December 31, 2008, calculated using the
closing price of Ceradyne common stock on the last trading date
of the year (December 31, 2008), multiplied by the number
of unvested RSUs.
|
18
Option
Exercises And Stock Vested
The table below sets forth information for each named executive
officer regarding the exercise of stock options and the vesting
of restricted stock units (RSUs) during the year
ended December 31, 2008, including the aggregate value
realized upon exercise or vesting, each before payment of any
applicable withholding taxes.
Option
Exercises and Stock Vested in Fiscal Year 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
|
Acquired on Exercise
|
|
|
on Exercise(1)
|
|
|
|
Acquired on Vesting
|
|
|
on Vesting(2)
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
|
(#)
|
|
|
($)
|
|
Joel P. Moskowitz
|
|
|
|
|
|
$
|
|
|
|
|
|
3,100
|
|
|
$
|
101,766
|
(3)
|
Jerrold J. Pellizzon
|
|
|
|
|
|
|
|
|
|
|
|
1,500
|
|
|
|
48,054
|
(4)
|
David P. Reed
|
|
|
|
|
|
|
|
|
|
|
|
1,500
|
|
|
|
48,054
|
(5)
|
Bruce Lockhart
|
|
|
|
|
|
|
|
|
|
|
|
600
|
|
|
|
17,056
|
(6)
|
Kenneth R. Morris
|
|
|
|
|
|
|
|
|
|
|
|
2,800
|
|
|
|
107,748
|
(7)
|
|
|
|
(1)
|
|
The value realized on exercise of option awards represents the
market price per share of common stock on the date of exercise,
less the stock option exercise price per share, multiplied by
the number of stock options exercised.
|
|
(2)
|
|
The value realized on vesting of stock awards represents the
market price per share of common stock on the date each RSU
vests, multiplied by the number of RSUs that vested on that date.
|
|
(3)
|
|
Mr. Moskowitz acquired 1,000 shares upon the vesting
of RSUs on March 6, 2008 with a market price of $28.76 per
share, 1,100 shares upon the vesting of RSUs on
March 19, 2008 with a market value of $28.26 per share, and
1,000 shares upon the vesting of RSUs on May 26, 2008
with a market price of $41.92 per share.
|
|
(4)
|
|
Mr. Pellizzon acquired 400 shares upon the vesting of
RSUs on March 6, 2008 with a market price of $28.76 per
share, 700 shares upon the vesting of RSUs on
March 19, 2008 with a market value of $28.26 per share, and
400 shares upon the vesting of RSUs on May 26, 2008
with a market price of $41.92 per share.
|
|
(5)
|
|
Mr. Reed acquired 400 shares upon the vesting of RSUs
on March 6, 2008 with a market price of $28.76 per share,
700 shares upon the vesting of RSUs on March 19, 2008
with a market value of $28.26 per share, and 400 shares
upon the vesting of RSUs on May 26, 2008 with a market
price of $41.92 per share.
|
|
(6)
|
|
Mr. Lockhart acquired 200 shares upon the vesting of
RSUs on March 6, 2008 with a market price of $28.76 per
share, and 400 shares upon the vesting of RSUs on
March 19, 2008 with a market value of $28.26 per share.
|
|
(7)
|
|
Mr. Morris acquired 400 shares upon the vesting of
RSUs on March 6, 2008 with a market price of $28.26 per
share, 400 shares upon the vesting of RSUs on
March 19, 2008 with a market value of $28.26 per share,
1,500 shares upon the vesting of RSUs on May 23, 2008
with a market price of $41.19 per share, and 500 shares
upon the vesting of RSUs on August 28, 2008 with a market
price of $46.31 per share.
|
19
Nonqualified
Deferred Compensation
The table below sets forth information for each named executive
officer who participates in our Nonqualified Deferred
Compensation Plan. The table also includes the total balance of
the executives account as of December 31, 2008.
Fiscal
Year 2008 Nonqualified Deferred Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
|
|
|
Aggregate
|
|
|
Aggregate Balance
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Aggregate Earnings
|
|
|
Withdrawals/
|
|
|
at Last Fiscal
|
|
|
|
Last Fiscal Year(1)
|
|
|
Last Fiscal Year(1)
|
|
|
in Last Fiscal Year
|
|
|
Distributions
|
|
|
Year-End
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Joel P. Moskowitz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerrold J. Pellizzon
|
|
$
|
330,749
|
|
|
|
|
|
|
$
|
(42,809
|
)
|
|
|
|
|
|
$
|
1,993,103
|
|
David P. Reed
|
|
|
262,401
|
|
|
|
|
|
|
|
(835,519
|
)
|
|
|
|
|
|
|
1,817,951
|
|
Bruce Lockhart
|
|
|
89,470
|
|
|
|
|
|
|
|
(54,566
|
)
|
|
|
|
|
|
|
161,199
|
|
Kenneth R. Morris
|
|
|
6,600
|
|
|
$
|
1,596
|
|
|
|
(56
|
)
|
|
|
|
|
|
|
20,041
|
|
|
|
|
(1)
|
|
The amounts shown in this column are also included in the
Summary Compensation Table above as part of the salary and bonus
earned by the named executive officer in 2008.
|
The Ceradyne Nonqualified Deferred Compensation Plan allows a
select group of management and highly compensated
U.S. employees, including executive officers, to
voluntarily defer receipt of a portion of his or her salary and
cash bonus until: (i) the participants employment
with the Company terminates, he or she dies or becomes disabled,
(ii) the Company undergoes a change in control,
(iii) the occurrence of a fixed date or dates elected by
the participant, or (iv) the Company terminates the plan,
whichever is the first to occur. Amounts credited to the plan
consist of cash compensation that has been earned and payment of
which has been deferred by the participant and matching
contributions made by Ceradyne.
The amounts deferred under the plan are adjusted for earnings
and losses based on hypothetical investment choices selected by
the participant from among a range of mutual funds that are
publicly traded on a United States national stock exchange.
Ceradyne does not pay guaranteed, above-market or preferential
earnings on deferred compensation. No funds are set aside in a
trust or otherwise. Participants in the plan are general
unsecured creditors of the Company with respect to their plan
account balances.
Director
Compensation
Each of our non-employee directors receives cash fees and
equity-based awards as compensation for his service on the Board
of Directors and the committees of the Board on which he is a
member. The table below sets forth cash compensation earned by
each non-employee director, and share-based compensation expense
recognized by us for each non-employee director, during 2008.
All compensation earned by Mr. Moskowitz is reported in the
Summary Compensation Table above and has been excluded from the
table below.
Fiscal
Year 2008 Director Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in Cash(1)
|
|
|
Stock Awards(2)(3)(4)
|
|
|
Option Awards(5)
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Richard A. Alliegro
|
|
$
|
26,875
|
|
|
$
|
78,948
|
|
|
|
|
|
|
$
|
105,823
|
|
Frank Edelstein
|
|
|
37,500
|
|
|
|
98,700
|
|
|
|
|
|
|
|
136,200
|
|
Richard A. Kertson
|
|
|
32,500
|
|
|
|
78,948
|
|
|
|
|
|
|
|
111,448
|
|
William C. LaCourse
|
|
|
25,000
|
|
|
|
89,630
|
|
|
|
|
|
|
|
114,630
|
|
Milton L. Lohr
|
|
|
26,875
|
|
|
|
78,948
|
|
|
|
|
|
|
|
105,823
|
|
|
|
|
(1)
|
|
The amounts shown in this column represent the amount of cash
compensation earned in 2008 for service on the Board of
Directors and any committees of the Board on which the director
was a member in 2008.
|
20
|
|
|
(2)
|
|
The amounts shown in this column represent the compensation
expense recognized by the Company in 2008 for financial
statement reporting purposes with respect to the fair value of
restricted stock units (RSUs) granted in 2008 as
well as for RSUs granted in prior fiscal years. The compensation
expense is computed in accordance with SFAS 123R, and does
not necessarily correspond to the actual value that will be
realized by the directors. Each RSU represents the right to
receive one share of Ceradyne common stock when the RSU vests,
without payment of any exercise price. RSUs granted to the
non-employee directors vest over three years at the rate of
33
1
/
3
%
of the units as of each anniversary of the date of grant.
Pursuant to SEC rules, the dollar amounts shown in the table
exclude the impact of estimated forfeitures related to
service-based vesting conditions. Under SFAS 123R, the fair
value of RSUs is calculated using the closing price of Ceradyne
common stock on the date of grant. For additional information
regarding the calculation of fair value of RSUs, refer to
note 10 of the Ceradyne financial statements in our Annual
Report on
Form 10-K
for the year ended December 31, 2008, as filed with the
SEC. This amount is then recognized by the Company as
compensation expense for financial statement reporting purposes
ratably over the vesting period.
|
|
(3)
|
|
On June 16, 2008, RSUs for 2,538 shares were granted
to each of Mr. Alliegro, Mr. Kertson,
Mr. LaCourse and Mr. Lohr, each with a grant date fair
value of $100,073, computed in accordance with SFAS 123R.
On June 16, 2008, RSUs for 3,174 shares were granted
to each of Mr. Edelstein, with a grant date fair value of
$125,151, computed in accordance with SFAS 123R. Under
SFAS 123R, the grant date fair value of RSUs is calculated
using the closing price of Ceradyne common stock on the date of
grant, multiplied by the number of RSUs granted. This amount is
then recognized by the Company as compensation expense for
financial statement reporting purposes ratably over the vesting
period. The closing price of our common stock on June 16,
2008 was $39.43 per share.
|
|
(4)
|
|
The number of unvested RSUs held by each of our non-employee
directors as of December 31, 2008, were:
Mr. Alliegro 3,852,
Mr. Edelstein 4,822,
Mr. Kertson 3,852,
Mr. LaCourse 4,186 and
Mr. Lohr 3,852.
|
|
(5)
|
|
No stock options were granted to any of our non-employee
directors in 2008. As of December 31, 2008, the number of
unexercised stock options held by each of our non-employee
directors were: Mr. Alliegro 30,000,
Mr. Edelstein 7,500,
Mr. Kertson 22,500,
Mr. LaCourse 0, and Mr. Lohr
26,000.
|
Non-employee directors are paid cash fees for their services on
the Board of Directors and its committees in such amounts as are
determined from time to time by the Board, based on the
recommendation of the Compensation Committee of the Board.
During 2008, the compensation paid to our non-employee directors
was as follows: Each non-employee director received a fee of
$5,000 per calendar quarter plus $1,000 per day for each Board
meeting attended. No separate meeting fee was paid for committee
meetings which were held on the same day as a meeting of the
full Board. For telephonic meetings of the Board or any
committee which lasted longer than one hour, participating
directors received a fee of $500. An additional fee was paid in
2008 to the chair of the Audit Committee in the amount of
$7,500, to the chair of the Compensation Committee in the amount
of $5,000, to the chair of the Nominating and Corporate
Governance Committee in the amount of $2,875, to the chair of
the Technology Committee in the amount of $2,875, and to the
Lead Director in the amount of $7,500.
In addition, non-employee directors are eligible to receive
stock options and restricted stock units under Ceradynes
2003 Stock Incentive Plan. No stock options were granted to
non-employee directors in 2008. Commencing in 2007, each
non-employee director has been granted an RSU on the date of the
annual meeting of stockholders representing a number of shares
determined by dividing $100,000 by the closing price per share
of our common stock on the date of the annual meeting, and then
rounded up to the nearest whole number divisible by three.
Information regarding restricted stock units granted in 2008 to
our non-employee directors is contained in the table above and
in the footnotes to the table. RSUs granted to the non-employee
directors vest over three years at the rate of
33
1
/
3
%
of the units as of each anniversary of the date of grant.
Potential
Benefits Upon or Following a Change in Control
Stock options and restricted stock units (RSUs)
granted under our 2003 Stock Incentive Plan provide that upon
certain circumstances in the event of or following a change in
control of Ceradyne, the unvested
21
portion of such stock options and RSUs will accelerate and
become immediately vested in full. In general, a change in
control is deemed to occur if another entity, person or group
were to acquire, in a single transaction or series of related
transactions, more than 50% of our outstanding shares of common
stock, or if the Company were to merge into, consolidate with or
enter into a reorganization with another entity in a transaction
in which an entity, person or group were to own, immediately
after the completion of such transaction, securities possessing
more than 50% of the total voting power of all outstanding
voting securities of the Company or the successor entity.
If a change in control occurs and the acquiring entity does not
assume and continue the employees rights under the
unvested stock options and RSUs, then all unvested stock options
and RSUs will accelerate and vest in full upon the occurrence of
the change in control. If the acquiring entity does assume the
employees rights under the unvested stock options and
RSUs, but the employees employment subsequently is
terminated without cause, or if the employee resigns for good
reason, within 12 months after the change in control, then
all unvested stock options and RSUs held by the employee would
accelerate and vest in full as of the date of termination.
The reasons for which an employee may voluntarily resign and
trigger acceleration of vesting include a change in the
employees position which materially reduces his or her
duties and responsibilities or the level of management to which
the employee reports, a reduction in the employees level
of compensation and benefits by more than ten percent, or a
relocation of employees principal place of employment by
more than 30 miles without his or her consent.
The table below sets forth information regarding the estimated
amounts that each named executive officer would have realized in
the event that a change in control of Ceradyne had occurred and
all of his unvested stock options and RSUs had accelerated and
become immediately vested in full as of December 31, 2008.
Estimated
Benefits at 2008 Fiscal Year End in the Event of a Change in
Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Estimated
|
|
Name
|
|
Option Awards(1)
|
|
|
Stock Awards(2)
|
|
|
Payments
|
|
|
Joel P. Moskowitz
|
|
$
|
|
|
|
$
|
698,664
|
|
|
$
|
698,664
|
|
Jerrold J. Pellizzon
|
|
|
|
|
|
|
402,138
|
|
|
|
402,138
|
|
David P. Reed
|
|
|
|
|
|
|
402,138
|
|
|
|
402,138
|
|
Bruce Lockhart
|
|
|
|
|
|
|
125,922
|
|
|
|
125,922
|
|
Kenneth R. Morris
|
|
|
|
|
|
|
229,503
|
|
|
|
229,503
|
|
|
|
|
(1)
|
|
The amounts in this column represent the aggregate gain each
named executive officer would have realized if all unvested
stock options granted under the 2003 Stock Incentive Plan that
were held by him on December 31, 2008 accelerated and
became immediately vested in full on that date. The amount of
gain was calculated based on the difference between the exercise
price of each unvested option and the closing price of our
common stock on that date, which was $20.31 per share.
|
|
(2)
|
|
The amounts in this column represent the aggregate value each
named executive officer would have realized if all unvested
restricted stock units (each unit representing the right to
receive one share of our common stock) held by him on
December 31, 2008 accelerated and became immediately vested
in full on that date. The value is based on the closing price of
our common stock on that date, which was $20.31 per share.
|
22
Additional
Equity Compensation Plan Information
The following table provides additional information regarding
Ceradynes equity compensation plans as of
December 31, 2008.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Remaining Available
|
|
|
|
|
|
|
Number of
|
|
|
Average Exercise
|
|
|
for Future Issuance
|
|
|
|
|
|
|
Securities to be
|
|
|
Price of
|
|
|
under Equity
|
|
|
|
|
|
|
Issued Upon Exercise
|
|
|
Outstanding
|
|
|
Compensation Plans
|
|
|
|
|
|
|
of Outstanding
|
|
|
Options,
|
|
|
(Excluding Securities
|
|
|
|
|
|
|
Options, Warrants
|
|
|
Warrants and
|
|
|
Reflected in
|
|
|
|
|
Plan Category
|
|
and Rights
|
|
|
Rights
|
|
|
Column(a))
|
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
Equity compensation plans approved by security holders(1)
|
|
|
734,164
|
(2)
|
|
$
|
12.22
|
|
|
|
330,424
|
|
|
|
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
734,164
|
(2)
|
|
$
|
12.22
|
|
|
|
330,424
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes shares subject to stock options outstanding under our
1994 Stock Incentive Plan and 2003 Stock Incentive Plan, shares
subject to unvested restricted stock units granted under our
2003 Stock Incentive Plan, and shares available for additional
option and restricted stock unit grants under the 2003 plan, as
of December 31, 2008.
|
|
(2)
|
|
Options are granted at an exercise price equal to the closing
price per share of common stock on the date of grant. Each
restricted stock unit represents the right to receive one share
of common stock when the unit vests, without payment of any
exercise price. The number shown in column (a) above
includes options to purchase 462,900 shares of common stock
at a weighted-average exercise price of $12.22, and restricted
stock units for 271,264 shares of common stock.
|
Transactions
with Related Persons
We have not entered into a transaction with any related person
since the beginning of our 2008 fiscal year.
In accordance with the charter of the Audit Committee of our
Board of Directors, the Audit Committee is responsible for
reviewing and approving any proposed transaction with any
related person which involves a potential conflict of interest
or for which approval is required under applicable Securities
and Exchange Commission and Nasdaq rules. Currently, this review
and approval requirement applies to any transaction to which
Ceradyne or any of our subsidiaries will be a party, in which
the amount involved exceeds $120,000, and in which any of the
following persons will have a direct or indirect material
interest: (a) any of our directors or executive officers,
(b) any nominee for election as a director, (c) any
security holder who is known to us to own of record or
beneficially more than five percent of any class of our voting
securities, or (d) any member of the immediate family of
any of the persons described in the foregoing clauses (a)
through (c).
In the event that management becomes aware of any related person
transaction, management will present information regarding such
transaction to the Audit Committee for review and approval.
23
REPORT OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filings under
the Securities Act of 1933 or under the Securities Act of 1934,
except to the extent we specifically incorporate this Report by
reference.
The Audit Committee of the Board is composed of three
non-employee directors and operates under a written charter
adopted by the Board. The current members of the Audit Committee
are Richard A. Kertson, William C. LaCourse and Milton L. Lohr.
In the judgment of the Board of Directors, the members of the
Audit Committee satisfy the current Nasdaq requirements
applicable to audit committee members with respect to
independence, financial expertise and experience. Our Board also
has determined that Mr. Kertson is an audit committee
financial expert, as defined under Securities and Exchange
Commission rules. The Audit Committee held 8 meetings during
2008.
The Audit Committee reports to the Board and is responsible for
overseeing and monitoring financial accounting and reporting,
the system of internal controls established by management, and
the audit process of the Company. The Audit Committee Charter
adopted by the Board sets forth the responsibility, authority
and specific duties of the Audit Committee. A copy of our Audit
Committee Charter is available in the investor relations section
of the Companys website at
www.Ceradyne.com
.
In discharging its oversight responsibility, the Audit Committee
has met and held discussions with management and
PricewaterhouseCoopers LLP, the independent registered public
accounting firm for the Company for the year ended
December 31, 2008. Management represented to the Audit
Committee that all consolidated financial statements were
prepared in accordance with generally accepted accounting
principles, and the Audit Committee has reviewed and discussed
the consolidated financial statements with management and the
independent registered public accounting firm. The Audit
Committee also discussed with the independent registered public
accounting firm matters required to be discussed by Statement on
Auditing Standards No. 61 (
Communications with Audit
Committees
), as amended (AICPA, Professional Standards,
vol. 1 AU Section 380), as adopted by the Public
Company Accounting Oversight Board in rule 3200T.
The Audit Committee has received from the independent registered
public accounting firm the written disclosures and the letter
required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent
accountants communications concerning independence. The
Audit Committee discussed with the independent registered public
accounting firm any relationships that may impact on the
firms objectivity and independence and satisfied itself as
to the firms independence.
Based on these discussions and reviews, the Audit Committee
recommended to the Board of Directors that the Companys
audited consolidated financial statements be included in the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2008, for filing with the
Securities and Exchange Commission.
Management is responsible for the Companys financial
reporting process, including its system of internal controls,
and for the preparation of consolidated financial statements in
accordance with generally accepted accounting principles. The
Companys independent registered public accounting firm is
responsible for auditing those financial statements. Our
responsibility is to monitor and review these processes. It is
not our duty or our responsibility to conduct auditing or
accounting reviews or procedures. We are not employees of the
Company and we may not be, and we may not represent ourselves to
be or to serve as, accountants or auditors by profession or
experts in the fields of accounting or auditing. Therefore, we
have relied, without independent verification, on
managements representation that the financial statements
have been prepared with integrity and objectivity and in
conformity with accounting principles generally accepted in the
United States of America and on the representations of the
independent registered public accounting firm included in its
report on the Companys financial statements. Our oversight
does not provide us with an independent basis to determine that
management has maintained appropriate accounting and financial
reporting principles or policies, or appropriate internal
controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations.
Furthermore, our considerations and discussions with management
and the independent registered public accounting firm do not
assure that the Companys financial statements are
presented in accordance with generally accepted accounting
principles, that the audit of our
24
Companys financial statements has been carried out in
accordance with generally accepted auditing standards or that
our Companys independent registered public accounting firm
is, in fact, independent.
Submitted
by the members of the Audit Committee
Richard A. Kertson (Chairperson)
William C. LaCourse
Milton L. Lohr
APPROVAL
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal 2)
Proxies solicited by the Board of Directors will, unless
otherwise directed, be voted to approve the appointment by the
Audit Committee of PricewaterhouseCoopers LLP as the independent
registered public accounting firm to audit Ceradynes
financial statements for the fiscal year ending
December 31, 2009. We have employed PricewaterhouseCoopers
LLP in this capacity since 2002. If the shareholders do not
approve this appointment, the Audit Committee will consider
other independent registered public accounting firms.
Representatives of PricewaterhouseCoopers LLP will be present at
the Annual Meeting to respond to appropriate questions and will
be given an opportunity to make a statement if they so desire.
Fees Paid
to Independent Registered Public Accounting Firm
The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered during 2007 and 2008 were
comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2008
|
|
|
Audit fees
|
|
$
|
1,592,868
|
|
|
$
|
1,967,728
|
|
Audit-related fees
|
|
|
168,350
|
|
|
|
44,320
|
|
Tax fees
|
|
|
839,869
|
|
|
|
1,598,630
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
2,601,087
|
|
|
$
|
3,610,678
|
|
|
|
|
|
|
|
|
|
|
Audit fees include fees for professional services rendered in
connection with the audit of our consolidated financial
statements for each year and reviews of our unaudited
consolidated quarterly financial statements, as well as fees
related to consents and reports in connection with regulatory
filings for those fiscal years. Audit fees also include fees for
services rendered by PricewaterhouseCoopers LLP in connection
with an audit of the effectiveness of our internal control over
financial reporting as of December 31, 2007 and 2008,
required by Section 404 of the Sarbanes-Oxley Act.
Audit-related fees in 2008 were primarily related to accounting
consultations. Audit-related fees in 2007 were primarily for due
diligence services rendered in connection with our acquisition
of EaglePicher Boron, LLC.
Tax fees related primarily to tax compliance and advisory
services, and the preparation of federal and state tax returns
for each year, including the determination of the availability
of research and development tax credits. Tax fees for 2008 also
include professional services rendered in connection with the
IRS examination of our income tax returns.
Audit
Committee Pre-Approval Policies and Procedures
Our Audit Committees policy is to pre-approve all audit
and permissible non-audit services provided by our independent
registered public accounting firm in accordance with applicable
Securities and Exchange Commission rules. The Audit Committee
generally pre-approves particular services or categories of
services
25
on a
case-by-case
basis. The independent registered public accounting firm and
management periodically report to the Audit Committee regarding
the extent of services provided by the independent registered
public accounting firm in accordance with these pre-approvals,
and the fees for the services performed to date. All of the
professional services rendered by PricewaterhouseCoopers LLP
during 2007 and 2008 were pre-approved by the Audit Committee of
our Board of Directors in accordance with applicable Securities
and Exchange Commission rules.
GENERAL
Stockholder
Proposals and Advance Notice Procedures
The federal proxy rules (SEC
Rule 14a-8)
specify the requirements for inclusion of stockholder proposals
in the Companys Proxy Statement for the Annual Meeting of
Stockholders. Stockholders who wish to have proposals included
in the Companys Proxy Statement for action at the 2010
Annual Meeting must submit their proposals in writing to the
Secretary of the Company at the address set forth on the first
page of this Proxy Statement so that they are received by the
Secretary no later than December 24, 2009, and must also
comply with the other requirements set forth in SEC
Rule 14a-8.
If a stockholder desires to bring business before the meeting
which is not the subject of a proposal properly submitted in
accordance with SEC
Rule 14a-8,
the stockholder must follow procedures outlined in the
Companys Bylaws. The Bylaws provide that a stockholder
entitled to vote at the meeting may make nominations for the
election of directors or may propose that other business be
brought before the meeting only if (a) such nominations or
proposals are included in the Companys Proxy Statement or
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (b) the stockholder
has delivered written notice to the Company (containing certain
information specified in the Bylaws) not less than 60 days
nor more than 90 days prior to the date of the meeting.
However, if the Company has given less than 70 days advance
notice or public disclosure of the date the meeting is to be
held, written notice of a nomination or proposal to be submitted
by a stockholder at the meeting will be timely if it has been
received by the Company not later than the 10th business
day following the date on which notice of the meeting is mailed
or the meeting date is otherwise publicly disclosed.
A copy of the full text of the Bylaw provisions containing the
advance notice procedures described above may be obtained upon
written request to the Secretary of the Company.
Expenses
of Solicitation
The cost of soliciting the enclosed form of proxy will be paid
for by the Company. The Company will reimburse brokerage firms
and other persons representing beneficial owners of shares for
their expenses in forwarding solicitation material to such
beneficial owners. Directors, officers and regular employees of
the Company may, without additional compensation, also solicit
proxies either personally or by telephone, telegram or special
letter.
Jerrold J. Pellizzon
Chief Financial Officer and
Corporate Secretary
April 23, 2009
26
ANNUAL MEETING OF STOCKHOLDERS OF
CERADYNE, INC.
June 9, 2009
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to be Held on June 9, 2009
:
Ceradynes proxy statement and 2008 annual report are available at www.ceradyne.com
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
â
Please detach along perforated line and mail in the envelope provided.
â
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n
20630000000000000000 6
|
|
|
060909
|
|
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
1. Election of Directors:
|
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|
|
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|
o
|
|
FOR ALL NOMINEES
|
|
NOMINEES:
¡
Joel P. Moskowitz
¡
Richard A. Alliegro
|
|
|
o
|
|
WITHHOLD AUTHORITY
FOR ALL NOMINEES
|
|
¡
Frank Edelstein
¡
Richard A. Kertson
¡
William C. LaCourse
|
|
|
o
|
|
FOR ALL EXCEPT
(See instructions below)
|
|
¡
Milton L. Lohr
|
INSTRUCTIONS
:
To withhold authority to vote for any individual
nominee(s), mark
FOR ALL EXCEPT
and fill in the circle next to
each nominee you wish to withhold, as shown here:
l
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|
To change the address on your account, please check the box at
right and indicate your new address in the address space
above. Please note that changes to the registered name(s) on
the account may not be submitted via this method.
|
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o
|
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FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
2. Approve the appointment of PricewaterhouseCoopers LLP as
independent registered
public accounting firm
for year ending
December 31, 2009.
|
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o
|
|
o
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|
o
|
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This proxy confers discretionary authority to cumulate and distribute votes for any
or all of the nominees named above for which the authority to vote has not been withheld.
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This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted FOR the election of directors and FOR Proposal 2.
|
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Signature
of Stockholder
|
|
Date:
|
|
Signature
of Stockholder
|
|
Date:
|
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n
|
|
Note:
|
|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
|
|
n
|
o
n
This Proxy is Solicited on Behalf of the Board of Directors
For the Annual Meeting of Stockholders to be held on June 9, 2009
The undersigned hereby appoints Joel P. Moskowitz and Jerrold J. Pellizzon, and each of them,
as Proxies, with full power of substitution, to vote the shares of Ceradyne, Inc. which the
undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders
of Ceradyne, Inc. to be held at the Radisson Hotel located at 4545 MacArthur Blvd., Newport Beach,
California 92660, on Tuesday, June 9, 2009 at 10:00 a.m., local time, and at any adjournment
thereof.
(Continued and to be signed on the reverse side)
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