UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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THE
EASTERN COMPANY
112 Bridge Street
P.O. Box 460
Naugatuck, CT 06770-0460
______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 2021
______________
The
Annual Meeting of Shareholders of The Eastern Company
(“Eastern” or the “Company”) will be held
on April 28, 2021 at 11:00 a.m., Eastern Time. In light of public
health concerns regarding the coronavirus outbreak, the Annual
Meeting will be held in a virtual meeting format only. You will not
be able to attend the Annual Meeting in person, but you will have
the same opportunities to participate in the virtual meeting format
as you would at an in-person meeting.
The
Annual Meeting of Shareholders of the Company will be held for the
following purposes:
1.
To elect seven
directors.
2.
To cast a
nonbinding advisory vote to approve the compensation of the named
executive officers.
3.
To ratify the Audit
Committee’s recommendation and the Board of Directors’
appointment of Fiondella, Milone & LaSaracina LLP as the
independent registered public accounting firm to audit the
consolidated financial statements of the Company and its
subsidiaries for fiscal year 2021.
4.
To transact such
other business as may properly come before the Annual Meeting of
Shareholders or any adjournment thereof.
The
Board of Directors has fixed March 1, 2021 as the record date for
the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting or any adjournment
thereof.
You can
access the Annual Meeting at https://agm.issuerdirect.com/eml.
Shareholders of record and beneficial holders as of the close of
business on March 1, 2021 may ask questions and vote their shares
during the Annual Meeting. If you were a shareholder of record as
of the close of business on March 1, 2021, to vote your shares
during the Annual Meeting or submit questions during the Annual
Meeting, you must log into the Annual Meeting using the control
number found on your proxy card, voting instruction form or notice
you previously received. Shareholders of record may vote during the
Annual Meeting by following the instructions available on the
meeting website during the Annual Meeting.
If you
were a beneficial owner as of the close of business on March 1,
2021 of shares held in “street name” through a broker,
bank or other nominee and you wish to vote your shares during the
Annual Meeting or submit questions during the Annual Meeting, you
will need to provide proof of your authority to vote (a legal
proxy), which you must obtain from such nominee reflecting your
holdings. You may forward an e-mail from your nominee or attach an
image of your legal proxy and transmit it via e-mail to Issuer
Direct at
proxy@issuerdirect.com, and you should
label the e-mail “Legal Proxy” in the subject line.
Requests for registration must be received by Issuer Direct no
later than 12:00 a.m., Eastern Time, on April 25, 2021. You will
then receive confirmation of your registration, with a control
number by e-mail from Issuer Direct. At the time of the Annual
Meeting, go to
https://agm.issuerdirect.com/eml and enter the first
13 digits of your control number.
If you
do not have a control number, you may attend the Annual Meeting as
a guest, but you will not have the option to vote your
shares.
Your
vote is very important. Whether or not you plan to attend the
virtual Annual Meeting of Shareholders or any adjournment thereof,
we urge you to submit your proxy as promptly as possible. If you
attend the virtual Annual Meeting and vote at the Annual Meeting
before your proxy is exercised, your proxy will be deemed revoked
and will not be used.
All
shareholders are cordially invited to attend the virtual Annual
Meeting of Shareholders or any adjournment thereof, and management
looks forward to having you there.
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By
order of the Board of Directors,
Theresa
P. Dews
Secretary
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March 16,
2021
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PROXY STATEMENT
of
THE EASTERN COMPANY
for the Annual Meeting of Shareholders
To Be Held on April 28, 2021
The
Board of Directors of The Eastern Company (“Eastern,”
the “Company,” “we,” “us” or
“our”) is furnishing this proxy statement in connection
with its solicitation of proxies for use at the 2021 Annual Meeting
of Shareholders and at any adjournment thereof (the “Annual
Meeting”). This proxy statement is first being furnished to
shareholders on or about March 16, 2021.
GENERAL INFORMATION REGARDING VOTING AT THE ANNUAL
MEETING
The
Board of Directors of Eastern (the “Board”) has fixed
the close of business on March 1, 2021 as the record date for
determining the shareholders entitled to notice of, and to vote at,
the Annual Meeting. On the record date, there were 6,247,981 outstanding shares of Eastern
common stock, no par value (“Common Shares”), with each
Common Share entitled to one vote.
The
presence at the Annual Meeting, or representation by proxy, of
holders of a majority of the voting power of the Common Shares
entitled to vote at the Annual Meeting is necessary to constitute a
quorum.
If you
grant a proxy to the persons named on Eastern’s proxy card,
the Common Shares represented by your proxy will be voted at the
Annual Meeting, either in accordance with the directions indicated
on the proxy card, or, if no directions are indicated, in
accordance with the recommendations of the Board contained in this
Proxy Statement and on the form of proxy card. If a proxy is signed
and returned without specifying choices, the Common Shares
represented thereby will be voted (1) “FOR ALL” on the proposal to elect:
Mr. Fredrick D. DiSanto, Mr. John W. Everets, Mr. Charles W. Henry,
Mr. Michael A. McManus, Jr., Mr. James A. Mitarotonda, Mrs. Peggy
B. Scott and Mr. August M. Vlak to the Board, each for a one-year
term and until their successors have been duly elected and
qualified; (2) FOR the
approval, on an advisory basis, of the compensation of the named
executive officers; and (3) FOR the proposal to ratify the
appointment of Fiondella, Milone & LaSaracina LLP as the
Company’s independent registered public accounting firm for
the Company’s 2021 fiscal year. The Company is not aware of
any matters other than those set forth herein which will be
presented for action at the Annual Meeting. If other matters should
be presented, the persons named in the proxy intend to vote such
proxies in accordance with their best judgment.
If you
submit a proxy and then wish to change your vote, you will need to
revoke the proxy that you have submitted. A shareholder may revoke
his or her proxy at any time before it is exercised by voting at
the Annual Meeting or by timely delivery of a properly executed,
later-dated proxy card or a written revocation of his or her proxy.
A later-dated proxy card or written revocation must be received
before the Annual Meeting by the Corporate Secretary of the
Company, at 112 Bridge Street, P.O. Box 460, Naugatuck, CT
06770-0460. You may also revoke your proxy by submitting a new
proxy via the Internet at www.proxyvote.com
or by telephone, no later than 11:59 p.m. Eastern Time on April 27,
2021. Attendance at the Annual Meeting does not, without further
action, revoke the appointment of a proxy; however, your proxy may
be revoked either by giving notice of revocation or voting at the
Annual Meeting before your proxy is exercised.
The
Common Shares are listed under the ticker symbol “EML”
on The NASDAQ Stock Market LLC (“NASDAQ”).
Solicitation of Proxies
The
cost of solicitation of proxies will be borne by the Company. On
approximately March 16, 2021, we mailed a Notice of Internet
Availability of Proxy Materials advising our shareholders that they
could view all of the proxy materials online or request a paper or
e-mail copy of the proxy materials. This online access format
expedites the delivery of materials, reduces printing and postage
costs and reduces the environmental impact of our Annual
Meeting.
How to Request a Paper or E-mail Copy of the Proxy
Materials
You may
receive a paper or e-mail copy of the proxy materials free of
charge by requesting a copy through one of the following
methods:
1) BY
INTERNET:
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www.proxyvote.com
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2) BY
TELEPHONE:
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1-800-579-1639
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3) BY
E-MAIL:
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sendmaterial@proxyvote.com
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How to Attend and Vote at the Annual Meeting
You can
access the Annual Meeting at https://agm.issuerdirect.com/eml
beginning at 10:45 a.m. Eastern Time on April 28, 2021.
Shareholders of record and beneficial holders as of the close of
business on March 1, 2021 may ask questions and vote their shares
during the Annual Meeting. If you were a shareholder of record as
of the close of business on March 1, 2021, to vote your shares
during the Annual Meeting or submit questions during the Annual
Meeting, you must log into the Annual Meeting using the control
number found on your proxy card, voting instruction form or notice
you previously received. Shareholders of record may vote during the
Annual Meeting by following the instructions available on the
meeting website during the Annual Meeting.
If you
were a beneficial owner as of the close of business on March 1,
2021 of shares held in “street name” through a broker,
bank or other nominee and you wish to vote your shares during the
Annual Meeting or submit questions during the Annual Meeting, you
will need to provide proof of your authority to vote (a legal
proxy), which you must obtain from such nominee reflecting your
holdings. You may forward an e-mail from your nominee or attach an
image of your legal proxy and transmit it via e-mail to Issuer
Direct at proxy@issuerdirect.com, and you
should label the e-mail “Legal Proxy” in the subject
line. Requests for registration must be received by Issuer Direct
no later than 12:00 a.m., Eastern Time, on April 25, 2021. You will
then receive confirmation of your registration, with a control
number by e-mail from Issuer Direct. At the time of the Annual
Meeting, go to www.issuerdirect.com/virtual-event/EML and enter the
first 13 digits of your control number.
If you
do not have a control number, you may attend the Annual Meeting as
a guest, but you will not have the option to vote your shares or
ask questions.
Online
access to the meeting will open 15 minutes prior to the start of
the meeting to allow time for participants to login and testing of
device audio systems. We encourage participants to access the
meeting in advance of the designated start time. After logging in,
please review the rules of conduct for the meeting posted on the
website.
Support
will be available 15 minutes prior to, and during, the meeting to
assist shareholders with any technical difficulties they may have
accessing or hearing the virtual meeting. If participants encounter
any difficulty, they should call the support team at the numbers
listed on the login screen.
Subject
to time constraints, we will answer relevant shareholder questions
during the meeting and will post the answers to all appropriate
questions received, even if not addressed at the meeting due to
time constraints, at www.easterncompany.com as soon as practicable
following the meeting. The questions and answers will remain
available for review on such website until we file the proxy
statement for our 2022 annual meeting of shareholders.
Voting at the Annual Meeting
Except
in the case of a contested election, directors will be elected by a
majority of the votes cast by the shares entitled to vote in the
election of directors at the annual meeting of shareholders if a
quorum is present. Consequently, a nominee will be elected as a
director if the votes cast for the nominee’s election as a
director exceed the votes cast against such nominee’s
election as a director. However, in a contested election, directors
will be elected by a plurality of the votes cast at the annual
meeting of shareholders. An election will be considered to be
contested if, as of the record date for the annual meeting of
shareholders, there are more nominees for election to the Board
than there are positions on the Board to be filled by election at
the annual meeting. Because the election of directors at this
year’s Annual Meeting is not a contested election, a nominee
for election as a director at the Annual Meeting will be elected if
the votes cast for the nominee exceed the votes cast against the
nominee.
If a
director is subject to reelection in an uncontested election by a
majority of the votes cast, but a majority of the votes are cast
against his or her reelection, then the Board will request that the
director tender his or her resignation. The Board will nominate for
election or reelection as a director only those candidates who
agree to tender, promptly following the annual meeting of
shareholders at which they are elected or reelected as a director,
irrevocable resignations that will be effective upon: (a) their
failure to receive the required vote at the annual meeting of
shareholders at which they face reelection; and (b) the acceptance
of such resignation by the Board. In addition, the Board will fill
vacancies on the Board and new directorships only with candidates
who agree to tender, promptly following their appointment to the
Board, the same form of resignation tendered by other directors. If
an incumbent director fails to receive the required vote for
reelection, the Board will act on an expedited basis to determine
whether to accept or reject the director’s resignation. A
director whose resignation is under consideration must abstain from
participating in any decision regarding that
resignation.
Each
matter to be acted upon at the Annual Meeting other than the
election of directors will be approved if the votes cast in favor
of the matter exceed the votes cast opposing the matter, assuming a
quorum is present.
A
broker “non-vote” occurs when a nominee holding shares
for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with
respect to that item and has not received instructions from the
beneficial owner. An abstaining vote or a broker
“non-vote” is considered to be present for purposes of
determining a quorum but is not deemed to be a vote cast. As a
result, abstentions and broker “non-votes” are not
included in the tabulation of the voting results for the election
of directors or the other matters to be acted on at the Annual
Meeting, each of which requires the approval of a majority of the
votes cast, and therefore do not have the effect of votes of
opposition in such tabulations.
The
Board recommends voting:
“FOR ALL” on the proposal to elect Mr. Fredrick D.
DiSanto, Mr. John W. Everets, Mr. Charles W. Henry, Mr. Michael A.
McManus, Jr., Mr. James A. Mitarotonda, Mrs. Peggy B. Scott and Mr.
August M. Vlak as directors.
FOR
the approval, on an advisory basis, of the compensation of the
named executive officers.
FOR
the ratification of the appointment of Fiondella, Milone &
LaSaracina LLP as the Company’s independent registered public
accounting firm for the 2021 fiscal year.
Item No. 1
ELECTION OF DIRECTORS
At the
Annual Meeting, seven directors will be elected to serve for
one-year terms, which expire in 2022 or when a successor is duly
elected and qualified. Mr. Fredrick D. DiSanto, Mr. John W.
Everets, Mr. Charles W. Henry, Mr. Michael A. McManus, Jr., Mr.
James A. Mitarotonda, Mrs. Peggy B. Scott and Mr. August M. Vlak
are the Company’s nominees for election at the Annual
Meeting. All nominees are current directors whose terms expire in
2021.
Unless
otherwise specified in your proxy, the persons with power of
substitution named in the proxy card will vote your Common Shares
“FOR ALL” of the
Company’s nominees. If a nominee is unable or unwilling to
accept nomination, the proxies will be voted for the election of
such other person as may be recommended by the Board. However, the
Board has no reason to believe that the Company’s nominees
will be unavailable for election at the Annual Meeting. Approval of
this resolution requires the affirmative vote of a majority of the
votes duly cast by the Common Shares represented at the Annual
Meeting that are entitled to vote on the matter.
The Board recommends a vote “FOR
ALL” on the proposal
to elect Mr. Fredrick D. DiSanto, Mr. John W. Everets, Mr. Charles
W. Henry, Mr. Michael A. McManus, Jr., Mr. James A. Mitarotonda,
Mrs. Peggy B. Scott and Mr. August M. Vlak as
directors.
Each
director has furnished the biographical information set forth below
with respect to his or her present principal occupation, business
and other affiliations. Information regarding each director’s
beneficial ownership of equity securities of the Company is
provided under “Security Ownership” in this proxy
statement. Unless otherwise indicated, each director has been
employed in the principal occupation or employment listed for at
least the past five years.
Company Nominees for Election at the 2021 Annual
Meeting
For a one-year term expiring in 2022
Fredrick D. DiSanto, age 59, is the
Chairman and Chief Executive Officer of The Ancora Group, a holding
company that oversees three investment advisors, and has served in
such capacities since 2014 and 2006, respectively. Mr. DiSanto was
the President and Chief Operating Officer of Maxus Investment Group
from 1998 until December of 2000. In 2001, after Maxus Investment
Group was sold to Fifth Third Bank, Mr. DiSanto served as Executive
Vice President and Manager of Fifth Third Bank’s Investment
Advisor Division.
Mr.
DiSanto is an experienced public company director and has knowledge
and background in finance, strategic planning, governance and
international business. He currently serves as a director for
Regional Brands, Inc. and Alithya Group Inc. and previously served
on the respective Boards of Directors of Axia Net Media Corporation
and LNB Bancorp, Inc.
Mr.
DiSanto has served as a director of the Company since 2016. Mr.
DiSanto is Chairman of the Audit Committee and also serves on the
Nominating and Corporate Governance Committee.
John W. Everets, age 74, has been a
Partner in Arcturus Capital LLC, Boston since 2016. Mr. Everets was
the Chairman and Chief Executive Officer of SBM Financial in
Portland, Maine, from May 2010 until October 2016. Mr. Everets was
also Chairman and Chief Executive Officer of The Bank of Maine from
May 2010 until October 2016. Mr. Everets’ directorships at
public companies in the past five years include Independent
Director at Medallion Bank (since 2019), Medallion Financial Corp.
(since 2017) and The Bank of Maine (2010 to 2015), which merged
into Camden National Bank. Mr. Everets also serves on the Board of
Directors of Newman’s Own Foundation. Mr. Everets is a former
director of Financial Security Assurance, FSA, Dairy Mart and The
Martin Currie Business Trust Edinburgh. From 1993 to 2004, Mr.
Everets was the Chairman and Chief Executive Officer of HPSC, which
was acquired by GE in 2004. Mr. Everets became Chief Executive
Officer of GEHPSC from 2004 until 2006.
Mr.
Everets has served as a director of the Company since 1993 and
brings to the Board extensive knowledge of the Company’s
business. Mr. Everets serves on the Audit, Compensation and
Nominating and Corporate Governance Committees.
Charles W. Henry, age 71, is an attorney
and partner with the law firm Henry & Giardina, LLP located in
Woodbury, Connecticut.
Mr.
Henry brings to the Board extensive knowledge of the
Company’s business. Mr. Henry’s independent legal
expertise is valuable to the Company if, and when, matters of law
or regulation arise in the normal course of the Company’s
business. His law firm does not provide any services to the
Company.
Mr.
Henry has served as a director of the Company since 1989. Mr. Henry
serves on the Compensation, Executive, Nominating and Corporate
Governance and the Environment, Health and Safety
Committees.
Michael A. McManus, Jr., age 78, is the
former Chairman, President and Chief Executive Officer of Misonix,
Inc., a publicly traded medical device company. Mr. McManus
previously served as President and Chief Executive Officer of New
York Bankcorp, a New York Stock Exchange company, until its sale in
1998. Earlier, he served as President of Jamcor Pharmaceuticals, as
a Vice President of strategic planning at Pfizer, and as an
executive vice president of MacAndrews and Forbes, Revlon, Inc.,
and Pantry Pride.
Mr.
McManus is an
experienced public company director and has expertise in financial
matters, sales and marketing, strategic acquisitions, government
relations and international business matters. Mr.
McManus’ public
company directorships in the past five years include director of
Novavax, Inc., a vaccine company (since 1998). He previously served
on the respective Boards of Directors of the Communications
Satellite Corporation, Arrhythmia Research Technology, Inc.,
National Wireless Holdings, American Home Mortgage, A. Schulman,
Inc. and Guest Services, Inc.
Mr.
McManus has been a director of the Company since 2015. Mr. McManus
is the Chairman of the Company’s Compensation Committee and
also serves on the Audit, Environment, Health and Safety and
Executive Committees.
James A. Mitarotonda, age 66, has served
as the Chairman of the Board, President and Chief Executive Officer
of Barington Capital Group, L.P., an investment firm, since 1991.
Mr. Mitarotonda is an experienced public company director. Over the
past five years, Mr. Mitarotonda has served as a director of The
Pep Boys – Manny, Moe & Jack from 2006 to 2016 and was
Chairman of the Board from 2008 to 2009; A. Schulman, Inc. from
2005 to 2018; OMNOVA Solutions from 2015 to 2020; and Avon
Products, Inc. from 2018 to 2020. Mr. Mitarotonda also served as a
director of Barington/Hilco Acquisition Corp. from 2015 to 2018,
where he was Chairman of the Board from 2015 to 2017; and Chief
Executive Officer for a portion of 2015. Mr. Mitarotonda serves as
a member of the Board of Trustees for Queens College.
Mr.
Mitarotonda has served as a director of the Company since 2015. The
Board appointed Mr. Mitarotonda to serve as Chairman of the Board
effective January 2016. Mr. Mitarotonda is the Chairman of the
Nominating and Corporate Governance Committee and the Executive
Committee.
Peggy B. Scott, age 69, has served as
the Chairperson of the Board of Cleco Corporate Holdings LLC
(Cleco) (NASDAQ: CNL), a public utility holding company, since
April 2016. She also served as Interim Chief Executive Officer of
Cleco from February 2017 until January 2018. Mrs. Scott serves on
the board of Gresham Smith Partners and has been a director of the
Blue Cross Blue Shield of Louisiana Foundation since 2006, and
former Chairperson and President. Her recent public company service
includes Benefytt Technologies, Inc. (NASDAQ: BFYT) until its
acquisition in 2020.
Previously,
Mrs. Scott served as the Executive Vice President, Chief Operating
Officer, Chief Financial Officer and Treasurer of Blue Cross Blue
Shield of Louisiana (BCBS) from 2005 to 2015, and as Chief Strategy
Officer from 2005-2012, overseeing growth strategies and
operational performance in challenging markets. Prior to BCBS, she
held senior executive positions in U.S. and international companies
where she led transformations, growth strategies and operations in
seven foreign countries. Earlier, Mrs. Scott was an office Managing
Partner with Deloitte, a global public accounting firm, advising
diverse companies, including manufacturers and industrial
companies.
Mrs.
Scott has served as a director of the Company since May 2019. She
is Chairperson of the Environment, Health and Safety Committee and
serves on the Audit and Compensation Committees. Mrs. Scott is a
Certified Public Accountant (CPA) and also Certified in Valuations
(ABV and CVA) and Financial Forensics (CFF). She has expertise in
strategy, finance, operations, acquisitions and international
business.
August M. Vlak, age 54, was appointed
President and Chief Executive Officer of the Company on January 1,
2016. From 2012 to 2015, Mr. Vlak served as a senior advisor to
Barington Capital Group, L.P. Prior to that, he was a partner at
Katzenbach Partners, a senior advisor at Booz & Company, and a
consultant at McKinsey & Company. At his prior positions, Mr.
Vlak’s work focused on growth strategy and operational
performance improvement at more than 50 companies, including
leading domestic and global industrial enterprises. Mr. Vlak has
served as a director since 2017.
Item No. 2
ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS
We ask
our shareholders to cast a non-binding advisory vote to approve the
compensation of our named executive officers (each a “named
executive officer” and collectively, the “named
executive officers”) described in the Compensation Discussion
and Analysis and in the tabular and accompanying narrative
disclosure regarding named executive officer compensation. We
encourage you to read the Compensation Discussion and Analysis and
the tables and narratives beginning on page 17 for the 2020
compensation of our named executive officers.
As
required by Section 14A(a)(1) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), our shareholders
are entitled to vote at the Annual Meeting to approve the
compensation of the Company’s named executive officers, as
disclosed in this proxy statement, pursuant to Item 402 of
Regulation S-K (“Say-on-Pay Vote”). At our 2017 annual
meeting of shareholders held on May 3, 2017, an advisory vote was
held on the frequency of the Say-on-Pay Vote. In such vote, the
Company’s shareholders voted to hold an advisory vote on the
compensation of the Company’s named executive officers
annually.
We
believe that the compensation of our named executive officers for
2020 was consistent with our compensation philosophy and our
performance described in the Compensation Discussion and Analysis.
We are asking our shareholders to indicate their support for our
named executive officers’ compensation arrangements as
described in this proxy statement. The vote is not intended to
address any specific item of compensation, but rather the overall
compensation of our named executive officers described in this
proxy statement.
While
our Board values the opinions expressed by shareholders and intends
to carefully consider the result of the shareholder vote on this
proposal, the vote is an advisory vote only, and is not binding on
the Company, the Board or the Compensation Committee. In
considering the outcome of this advisory vote, the Board will
review and consider all Common Shares voted in favor of the
proposal and not in favor of the proposal. Abstentions and broker
non-votes will have no impact on the outcome of this advisory
vote.
The
Board recommends that shareholders approve the 2020 compensation of
our named executive officers as disclosed in the Compensation
Discussion and Analysis, and in the tabular and accompanying
narrative disclosure of this proxy statement by voting FOR the
following resolution:
RESOLVED, that the
2020 compensation paid to the Company’s named executive
officers, as disclosed pursuant to Item 402 of Regulation S-K,
including the Compensation Discussion and Analysis, compensation
tables and narrative discussion, is hereby APPROVED, on a
non-binding advisory basis.
The Board recommends a vote FOR the approval,
on an advisory basis, of the 2020 compensation of our named
executive officers as disclosed in this proxy statement pursuant to
Item 402 of Regulation S-K. Proxies will be voted FOR the
proposal unless otherwise specified.
Item No. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The
Audit Committee has recommended, and the Board has approved,
continuing the services of Fiondella, Milone & LaSaracina LLP
for the 2021 fiscal year. These services may include an integrated
audit of the consolidated financial statements and internal control
over financial reporting of the Company; assistance in connection
with filing the Company’s Annual Report on Form 10-K with the
Securities and Exchange Commission (the “SEC”); a
review of the Company’s quarterly interim financial
statements; assistance in connection with the filing of the
Company’s Quarterly Reports on Form 10-Q; assistance on
financial accounting and reporting matters; preparation of state
and federal tax returns; audits of employee benefit plans; and
meetings with the Audit Committee. The Board recommends that
shareholders vote at the Annual Meeting FOR ratification of
the Audit
Committee’s recommendation and the Board’s appointment
of Fiondella, Milone & LaSaracina LLP to audit the consolidated
financial statements of the Company for the 2021 fiscal
year.
It is
the policy of our Audit Committee to approve all audit and
acceptable non-audit engagements provided by the independent
registered public accounting firm regarding the scope of the
services provided by the independent registered public accounting
firm. These services may include audit, audit-related, tax and
other services. The independent registered public accounting firm
and management are required to report to the Audit Committee
regarding the extent of services provided by the independent
registered public accounting firm in accordance with this
policy.
The
proposal to ratify the appointment of Fiondella, Milone &
LaSaracina LLP as the Company’s independent registered public
accounting firm will be approved if, at the Annual Meeting at which
a quorum is present, the votes cast in favor of the proposal exceed
the votes cast opposing the proposal. The Audit Committee will
consider the outcome of the shareholder vote in connection with the
selection of Fiondella, Milone & LaSaracina LLP but is not
bound by the vote, if the appointment is not ratified by
shareholders, the Audit Committee will consider and advise the
Board as to whether a different registered public accounting firm
should be selected.
We have
been advised that representatives of Fiondella, Milone &
LaSaracina LLP will be present at the Annual Meeting and will be
available to respond to appropriate questions. Such representatives
will have an opportunity to make a statement, if they desire to do
so.
All
fees related to audit services described below were approved in
advance by our Audit Committee.
|
|
|
Audit Fees –
Annual & quarterly reviews
|
$437,000
|
$506,000
|
Audit-Related Fees
– Employee Benefit Plans
|
$52,000
|
$51,139
|
Tax Fees –
Federal and State Return preparation
|
$209,000
|
$144,470
|
All Other Fees
– Non-audit services
|
$6,000
|
$53,833
|
Audit Fees: Audit
fees paid to Fiondella,
Milone & LaSaracina LLP include fees associated with the annual
integrated audit and the reviews of the Company’s quarterly
reports on Form 10-Q for the quarters ended March 28, 2020, June
27, 2020 and October 3, 2020.
Audit-Related Fees:
Audit-related fees paid to Fiondella,
Milone & LaSaracina LLP for 2020 primarily include audits of
the employee benefit plans of the Company.
Tax Fees: Tax fees
paid to Fiondella,
Milone & LaSaracina LLP for 2020 were for preparation of the
2019 federal and state income tax returns.
All Other Fees: All
Other Fees paid to Fiondella, Milone & LaSaracina LLP for 2020
were for non-audit services.
The Board recommends a vote FOR the
ratification of the appointment of Fiondella, Milone &
LaSaracina LLP as the
Company’s independent registered public accounting firm for
the 2021 fiscal year. Proxies will be voted FOR the proposal
unless otherwise specified.
AUDIT COMMITTEE FINANCIAL EXPERT
The
Board has determined that all audit committee members are
financially literate and are independent under the current listing
standards of NASDAQ. The Board has also determined that Fredrick D.
DiSanto, John W. Everets, Michael A. McManus, Jr. and Peggy B.
Scott qualify as “audit committee financial experts” as
defined by SEC rules adopted pursuant to the Sarbanes-Oxley Act of
2002.
REPORT OF THE AUDIT COMMITTEE
The Audit
Committee oversees the Company's financial reporting process on
behalf of the Board.
Management has the
primary responsibility for the financial statements and the
reporting process, including the system of internal control. The
independent registered public accounting firm is responsible for
expressing an opinion on the conformity of those statements with
generally accepted accounting principles in the United States.
Within this framework, the Audit Committee has reviewed and
discussed the audited financial statements included in the Annual
Report on Form 10-K with the independent registered public
accounting firm and management. In connection therewith, the Audit
Committee reviewed with the independent registered public
accounting firm their judgments as to the quality and the
acceptability of the Company’s accounting principles; the
reasonableness of significant judgments; the clarity of disclosures
in the financial statements; and other related matters as required
to be discussed under generally accepted auditing standards in the
United States.
In
addition, the Audit Committee has discussed with the independent
registered public accounting firm the independence of such firm
from management and from the Company, including the matters in the
written disclosures required by the Public Company Accounting
Oversight Board, including Auditing Standard No. 1301
(Communications with Audit Committees) and the Independence
Standards Board, and has considered the compatibility of non-audit
services with such firm’s independence.
The
Audit Committee also discussed with the Company’s independent
registered public accounting firm the overall scope and plan for
their audit, their evaluation of the Company’s internal
control and the overall quality of the Company’s financial
reporting. The Audit Committee held four meetings with the
Company’s independent registered public accounting firm, both
with and without management present, during fiscal year
2020.
In
reliance on the reviews and discussions referred to above, the
Audit Committee recommended to the Board that the audited
consolidated financial statements be included in the
Company’s Annual Report on Form 10-K for the year ended
January 2, 2021 for filing with the SEC. The Audit Committee has
recommended, and the Board has approved, subject to shareholder
ratification, the selection of Fiondella, Milone & LaSaracina
LLP as the Company’s independent registered public accounting
firm for the 2021 fiscal year.
Audit
Committee:
Fredrick D.
DiSanto, Chairman
John W.
Everets
Michael
A. McManus, Jr.
Peggy
B. Scott
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth information, as of March 1, 2021,
(unless a different date is specified in the notes to the table),
with respect to (i) each person known by the Board to be the
beneficial owner of more than 5% of the Company’s outstanding
Common Shares, (ii) each current director of the Company and
nominee to be a director of the Company, (iii) each of the named
executive officers and (iv) all directors, nominees and executive
officers of the Company as a group. Except as set forth below, the
Company knows of no person or group that beneficially owns 5% or
more of the outstanding Common Shares. Unless set forth in the
following table, the address of each shareholder is c/o The Eastern
Company, 112 Bridge Street, Naugatuck, Connecticut
06770-0460.
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Natureof BeneficialOwnership (a)
|
Percent ofClass (b)
|
Common
Stock
|
GAMCO
Investors, Inc. (c)
One
Corporate Center
Rye, NY
10580
|
1,099,334
|
17.60%
|
Common
Stock
|
Barington
Companies Equity Partners, L.P. (d)
888
Seventh Avenue, 6th Floor
New
York, NY 10019
|
582,224
|
9.32%
|
Common
Stock
|
Dimensional
Fund Advisors LP (e)
6300
Bee Cave Road, Building One
Austin,
TX 78746
|
412,428
|
6.60%
|
Common
Stock
|
Minerva
Advisors LLC (f)50 Monument Road, Suite 201
Bala
Cynwyd, PA 19004
|
334,240
|
5.35%
|
Common
Stock
|
The
Vanguard Group (g)
100
Vanguard Blvd.
Malvern,
PA 19355
|
327,074
|
5.23%
|
|
|
|
|
Common
Stock
|
Fredrick
D. DiSanto (h)
|
59,767
|
0.96%
|
Common
Stock
|
John W.
Everets
|
121,153
|
1.94%
|
Common
Stock
|
Charles
W. Henry
|
66,934
|
1.07%
|
Common
Stock
|
James
A. Mitarotonda (i)
|
596,757
|
9.55%
|
Common
Stock
|
Michael
A. McManus, Jr.
|
15,581
|
0.25%
|
Common
Stock
|
Peggy
B. Scott
|
6,340
|
0.10%
|
Common
Stock
|
John L.
Sullivan III (j)
|
33,663
|
0.54%
|
Common
Stock
|
August
M. Vlak (k)
|
24,312
|
0.39%
|
Common
Stock
|
James
P. Woidke (l)
|
2,458
|
0.04%
|
Common
Stock
|
All
directors, nominees and executive
officers
as a group (9 persons)(m)
|
926,965
|
14.84%
|
(a)
The SEC has defined
“beneficial owner” of a security to include any person
who has or shares voting power or investment power with respect to
any such security or who has the right to acquire beneficial
ownership of any such security within 60 days. Unless otherwise
indicated, the amounts owned reflect direct beneficial ownership
and the person indicated
has sole voting and sole investment power with respect to the
Common Shares indicated as beneficially owned. As of March 1, 2021,
there were 6,247,981 Common Shares
outstanding.
Amounts
shown include the number of Common Shares (if any) subject to
outstanding options or stock appreciation rights granted under the
Company’s 2010 Executive Stock Incentive Plan (the
“2010 Plan”) that are exercisable within 60 days after
March 1, 2021.
Reported
shareholdings include, in certain cases, Common Shares owned by or
in trust for a director or nominee, and in which all beneficial
interest has been disclaimed by the director or the
nominee.
(b)
The percentages
shown for each of the directors and executive officers are
calculated on the basis that outstanding Common Shares include
Common Shares (if any) subject to outstanding options or stock
appreciation rights under the Company’s 2010 Plan that are
exercisable by such director or officer within 60 days after March
1, 2021.
(c)
Based on
information set forth in Amendment No. 10 to Schedule 13D filed
with the SEC on December 8, 2020 by Gabelli Funds, LLC, GAMCO Asset
Management Inc., Teton Advisors, Inc., GGCP, Inc., Mario J.
Gabelli, GAMCO Investors, Inc., Associated Capital Group, Inc.
Gabelli Funds, LLC is an investment adviser registered under the
Investment Advisers Act of 1940, as amended (the “Advisers
Act”), which provides advisory services for a variety of
investment funds, investment companies, investment trusts and other
investment entities. GAMCO Asset Management Inc., a wholly-owned
subsidiary of GAMCO Investors, Inc., is an investment adviser
registered under the Advisers Act that is an investment manager
providing discretionary managed account services for employee
benefit plans, private investors, endowments, foundations and
others. Teton Advisors, Inc. is an investment adviser registered
under the Advisers Act that provides discretionary advisory
services to The TETON Westwood Mighty Mitessm Fund, The TETON
Westwood Income Fund, The TETON Westwood SmallCap Equity Fund,
TETON Westwood Intermediate Bond Fund and The TETON Westwood
Mid-Cap Equity Fund. Mario J. Gabelli is deemed to have beneficial
ownership of the securities owned beneficially by each of the
foregoing persons. GAMCO Investors, Inc. and GGCP, Inc. are deemed
to have beneficial ownership of the securities owned beneficially
by each of the foregoing persons other than Mario J.
Gabelli.
(d)
Barington Companies
Equity Partners, L.P. (“BCEP”) beneficially owns
582,224 Common Shares. Mr. Mitarotonda beneficially owns 14,533
Common Shares granted to him under the Directors’ Fee
Program. He may also be deemed to beneficially own the 582,224
Common Shares beneficially owned by BCEP. Mr. Mitarotonda is the
sole stockholder and director of LNA Capital Corp
(“LNA”). LNA is the general partner of Barington
Capital Group, L.P., which is the majority member of Barington
Companies Investors, LLC (“BCI”). BCI is the general
partner of BCEP. Mr. Mitarotonda disclaims beneficial ownership of
the Common Shares beneficially owned by BCEP except to the extent
of his pecuniary interest therein.
(e)
Based on
information set forth in Amendment No. 8 to Schedule 13G filed with
the SEC on February 12, 2021 by Dimensional Fund Advisors LP
(“Dimensional”), an investment adviser registered under
Section 203 of the Advisers Act. Dimensional furnishes investment
advice to four investment companies registered under the Investment
Company Act of 1940, as amended, and serves as investment manager
or sub-adviser to certain other commingled funds, group trusts and
separate accounts (such investment companies, trusts and accounts,
collectively referred to as the “Dimensional Funds”).
In certain cases, subsidiaries of Dimensional may act as an adviser
or sub-adviser to certain Dimensional Funds. In its role as
investment adviser, sub-adviser and/or manager, Dimensional or its
subsidiaries (collectively, “Dimensional”) may possess
voting and/or investment power over the Common Shares that are
owned by the Dimensional Funds, and may be deemed to be the
beneficial owner of the Common Shares held by the Dimensional
Funds. However, all Common Shares are owned by the Dimensional
Funds, and Dimensional disclaims beneficial ownership of such
Common Shares.
(f)
Based on
information set forth in Amendment No. 5 to Schedule 13G filed with
the SEC on February 9, 2021 by Minerva Advisors LLC, Minerva Group,
LP, Minerva GP, LP, Minerva GP, Inc., and David P. Cohen. Each of
Minerva Advisors LLC, Minerva Group, LP, Minerva GP, LP, Minerva
GP, Inc., and David P. Cohen is deemed a beneficial owner of the
249,393 Common Shares held by Minerva Group, LP. David P. Cohen is
the beneficial owner of the 2,250 Common Shares that he owns
individually and is also deemed a beneficial owner of the 331,990
Common Shares beneficially owned by Minerva Advisors
LLC.
(g)
Based on
information set forth in a Schedule 13G filed with the SEC on
February 10, 2021 by The Vanguard Group. The Vanguard Group has
shared power to vote or direct to vote 3,746 shares; sole power to
dispose or to direct the disposition of 321,230 shares and shared
power to dispose of to direct the disposition of 5,844
shares.
(h)
Mr. DiSanto’s
shareholdings include direct ownership of 15,970 Common Shares and
shared voting power and investment power over an additional 43,797
Common Shares over which he has indirect beneficial
ownership.
(i)
Mr. Mitarotonda
beneficially owns 14,533 Common Shares granted to him under the
Directors’ Fee Program. He may also be deemed to beneficially
own 582,224 Common Shares beneficially owned by BCEP (see footnote
(d) above). Mr. Mitarotonda disclaims beneficial ownership of the
Common Shares beneficially owned by BCEP except to the extent of
his pecuniary interest therein.
(j)
Mr.
Sullivan’s security ownership includes 2,574 Common Shares
underlying stock appreciation rights granted on March 2, 2017 and
February 7, 2019 that became exercisable on February 1, 2018,
February 1, 2019, February 1, 2020 and February 1,
2021.
(k)
Mr. Vlak’s
security ownership includes 5,148 Common Shares underlying stock
appreciation rights granted on March 2, 2017 and February 7, 2019
that became exercisable on February 1, 2018, February 1, 2019,
February 1, 2020 and February 1, 2021.
(l)
Mr. Woidke’s
security ownership includes 2,458 Common Shares underlying stock
appreciation rights granted on March 2, 2017 and February 7, 2019
that became exercisable on February 1, 2018, February 1, 2019,
February 1, 2020 and February 1, 2021
(m)
Unless otherwise
indicated in the notes above, directors, nominees and named
executive officers have sole voting and investment power as to
926,965 Common Shares (14.84% of the outstanding
stock).
DELINQUENT SECTION 16(a) REPORTS
Section
16(a) of the Exchange Act requires the Company’s directors
and officers, and persons who beneficially own more than 10% of a
registered class of the Company’s equity securities, to file
reports of ownership and changes in ownership with the SEC. Based
on a review of the copies of such reports and written
representations from certain reporting persons that no such reports
were required for those persons, the Company believes that all
reports for the Company’s directors, officers and 10%
beneficial owners that were required to be filed under Section 16
during the fiscal year ended January 2, 2021 were timely
filed.
THE BOARD OF DIRECTORS AND COMMITTEES
The
Board is committed to sound corporate governance practices and
believes that our current corporate governance practices enhance
the Company’s ability to achieve its goals and enable the
Board to govern the Company with the highest standards of
integrity. In 2018, the Board adopted new Board Governance
Guidelines that codify its practices. The Board Governance
Guidelines, the Company’s Code of Business Conduct and
Ethics, as adopted by the Board on February 4, 2004 and the
charters of our Audit, Compensation and Nominating and Corporate
Governance Committees are available for review at the Company
website at www.easterncompany.com.
The
current leadership structure of the Board allows it to perform its
duties effectively and efficiently considering the relatively small
size of the Company. In 2020, the Board held eleven meetings. All
seven current directors attended 100% of the meetings
held.
The
Board conducts annual self-evaluations to assess the effectiveness,
processes, skills, functions and other matters relevant to the
Board as a whole or to each particular committee. Results of the
evaluations are summarized and discussed at Board and committee
meetings for the purpose of improving the effectiveness of the
Board and committees.
Because
of the Company’s diversified engineering, manufacturing and
marketing activities, risk oversight responsibilities are focused
generally on the Board’s overall assessment of broad and
general business and economic conditions in the market sectors in
which the Company operates. With Board oversight, the executive
management team’s planning and review and extensive
Sarbanes-Oxley compliance testing of internal controls
substantiates the credibility of the Company’s financial
reporting and operating controls.
The
Board is provided with detailed and timely financial and operating
communications, including the nature of significant capital
projects as well as other important business matters indicating
business trends and economic projections that might affect the
Company’s businesses.
Board’s Role in Company Strategy and Leadership
The
Board has an active role in the Company’s overall strategies.
Each year, the Board conducts a comprehensive, in-depth review of
the Company’s long-term strategy and annual operating plan
and actively monitors and reviews management’s progress in
executing both throughout the year. In addition, throughout the
year the Board conducts individual segment strategy reviews with
segment leadership.
The
Board recognizes that one of its most important duties is to endure
continuity in the Company’s senior leadership by overseeing
the development of executive talent and planning for the effective
succession of the Company’s CEO and the executive leadership
team. In order to ensure that the succession planning and
leadership development process supports and enhances the
Company’s strategic objectives, the Board regularly consults
with the CEO on the Company’s organizational needs, its
leadership pipeline and the succession plans for critical
leadership positions.
The Role of the Board in Corporate Social
Responsibility
Corporate social
responsibility is deeply ingrained in our work, and has been for
over a century. Our businesses are committed to solving
customers’ complex social responsibility challenges. Every
day, the products that our businesses design and manufacture
protect people who use them from injury, safeguard property against
damage or loss, and increase the reuse and recyclability of
packaging. Moreover, our businesses seek to minimize their
environmental impact and embrace sustainable material recycling
practices in our operations. We know that our first obligation is
to the people who come to work at each of our businesses, and we
are committed to our goal of zero reportable
accidents.
The
Board’s Environment, Health and Safety Committee reviews our
comprehensive program that ensures the health and safety of our
employees.
Board Committees
The
Company’s Board has five standing committees: the Executive
Committee, Audit Committee, Compensation Committee, Nominating and
Corporate Governance Committee and Environment, Health and Safety
Committee. Each committee is composed of four independent directors
except the Executive Committee and the Environment, Health and
Safety Committee, which have three independent
directors.
The
President and Chief Executive Officer is not a member of any of the
Committees.
Executive
Committee. The
Executive Committee, acting with the full authority of the Board,
is responsible for issues requiring immediate attention when the
Board is not in session, including approving minutes, monthly
operating reports, capital expenditures, banking matters, and other
issues. The members of the Executive Committee include Charles W.
Henry, Michael A. McManus, Jr. and James A. Mitarotonda (Chairman).
In 2020, the Executive Committee did not meet.
Audit Committee. The
Audit Committee advises the Board and provides oversight on matters
relating to the Company’s financial reporting process,
accounting functions and internal controls, and the qualifications,
independence, appointment, retention, compensation and performance
of the Company’s independent registered public accounting
firm. The Audit Committee also provides oversight with respect to
legal compliance, ethics programs, and cyber risk management. The
members of the Audit Committee include Fredrick D. DiSanto
(Chairman), John W. Everets, Michael A. McManus, Jr. and Peggy B.
Scott. During 2020, the Audit Committee held four
meetings.
Compensation
Committee. The Compensation Committee is responsible for
establishing basic management compensation, incentive plan goals,
and all related matters, as well as determining stock incentive
grants to employees. The Board adopted the charter of the
Compensation Committee on December 13, 2006. The members of the
Compensation Committee include John W. Everets, Charles W. Henry,
Michael A. McManus, Jr. (Chairman) and Peggy B. Scott. During 2020,
the Compensation Committee held five meetings.
Environment, Health and
Safety Committee. The Environment, Health and Safety
Committee’s responsibilities include reviewing environmental,
health and safety policies; overseeing the management and
implementation of systems necessary for compliance with the
policies; monitoring the effectiveness of policies, systems and
processes; monitoring trends; and, reviewing and monitoring the
overall environmental, health and safety performance of the
Company. The members of the Environment, Health and Safety
Committee include Charles W. Henry, Michael A. McManus, Jr., and
Peggy B. Scott (Chairperson). The Environment, Health and Safety
Committee held four meetings in 2020.
Nominating and Corporate
Governance Committee. The Board adopted the charter of the
Nominating and Corporate Governance Committee on May 21, 2015. As
defined by the rules and regulations of NASDAQ, the independent
members of the Board include all of the members of the Board other
than the President and Chief Executive Officer. The Nominating and
Corporate Governance Committee selects and recommends to the Board
the nomination of individuals for election to the Board. The
members of the Nominating and Corporate Governance Committee
include Fredrick D. DiSanto, John W. Everets, Charles W. Henry and
James A. Mitarotonda (Chairman). During 2020, the Nominating and
Corporate Governance Committee held four meetings.
Board Composition
Each
member of the Board must have the ability to apply sound business
judgment and must be able to exercise his or her duties of loyalty
and care. Candidates for the position of director must exhibit
proven leadership capabilities and high integrity, exercise high
level responsibilities within their chosen careers, and have an
ability to quickly grasp complex principles of business and
finance. In general, candidates will be preferred to the extent
they hold an established executive level position in business,
finance, law, education, research, government or civic activities.
When current members of the Board are considered for nomination for
reelection, their prior contributions to the Board, their
performance and their meeting attendance records are taken into
account.
With
the aim of developing a diverse, experienced and highly-qualified
Board, the Nominating and Corporate Governance Committee is
responsible for developing and recommending to the Board the
desired qualifications, expertise and characteristics of members of
the Board, including qualifications that the Nominating and
Corporate Governance Committee believes are necessary for one or
more of the members of the Board to possess.
Since
selecting qualified directors requires consideration of many
factors and will be influenced by the particular needs of the Board
from time to time, the Board has not adopted a specific set of
minimum qualifications, qualities or skills that are necessary for
a nominee to possess, other than those that are necessary to meet
U.S. legal, regulatory and NASDAQ listing requirements and the
provisions of our Restated Certificate of Incorporation (as
amended), our Bylaws (as amended), and the charters of the
committees of the Board. When considering nominees, the Nominating
and Corporate Governance Committee takes into consideration many
factors, including a candidate’s independence, integrity,
skills, financial and other expertise, experience, knowledge about
our business or the industries in which we operate and ability to
devote adequate time and effort to responsibilities of the Board.
The brief biographical description of each director set forth in
Item 1 of this Proxy Statement includes the individual experience,
qualifications, attributes and skill of each director that led to
the conclusion that each director should serve as a member of our
Board.
The
Board does not have a formal or informal policy with respect to
diversity, but believes that the Board, taken as a whole, should
embody a diverse set of skills, knowledge, experiences and
backgrounds appropriate in light of the Company’s needs, and
in this regard also subjectively takes into consideration the
diversity (with respect to race, gender and national origin) of the
Board when considering director nominees. The Company’s
nominees for election at the 2021 Annual Meeting for a one-year
term expiring in 2022 include one female nominee, who meets the
generally considered Board diversity criteria.
Pursuant to the
Company’s Corporate Governance Guidelines, the Board examines
whether the role of Chairman and Chief Executive Officer should be
combined and may determine to separate or combine the offices of
Chairman and CEO as it deems appropriate. Since January 1, 2016,
the Company has separated the positions of Chairman of the Board
and Chief Executive Officer. The Board believes that having a
separate Chairman allows the Chief Executive Officer to focus on
the day-to-day management of the Company, while enabling the Board
to maintain an independent perspective on the activities of the
Company and executive management.
Director Nomination Process
The
Nominating and Corporate Governance Committee considers director
nominees who are identified by the directors, by the shareholders,
or through another source. The Nominating and Corporate Governance
Committee may also use the services of a third party search firm to
assist in the identification or evaluation of director candidates,
as the committee deems necessary or appropriate.
Shareholders
wishing to submit the names of qualified candidates for possible
nomination to the Nominating and Corporate Governance Committee may
make such a submission by sending the information described in the
Company’s Bylaws to the Board (in care of the Secretary of
the Company). This information generally must be submitted not more
than 90 days nor less than 60 days prior to the first anniversary
of the preceding year’s annual meeting of
shareholders.
The
Nominating and Corporate Governance Committee will make a
preliminary assessment of each proposed nominee based upon his or
her resume and biographical information, the individual’s
willingness to serve as a director, and other background
information. When considering nominees, the Nominating and
Corporate Governance Committee takes into consideration many
factors, including a candidate’s independence, integrity,
skills, diversity, financial and other expertise, experience,
knowledge about our business or the industries in which we operate
and ability to devote adequate time and effort to responsibilities
of the Board. This information is evaluated against the criteria
described above and the specific needs of the Company at the time.
Based upon a preliminary assessment of the candidate(s), those who
appear best suited to meet the needs of the Company may be invited
to participate in a series of interviews, which are used as a
further means of evaluating potential candidates. On the basis of
information learned during this process, the Nominating and
Corporate Governance Committee will determine which nominee(s) they
will recommend for election to the Board. The Nominating and
Corporate Governance Committee use the same process for evaluating
all nominees, regardless of the original source of the
nomination.
Board Independence
The
Board is currently composed of seven members, six of whom are
independent. Our Corporate Governance and Nominating Committee
conducts an annual review and makes a recommendation to the full
Board as to whether each of our directors meets the applicable
independence standards of the NASDAQ Marketplace Rule 4200(a)(15).
In accordance with the NASDAQ standards, our Board has adopted
categorical standards for director independence, including
heightened standards applicable to members of our Audit and
Compensation Committees. A director will not be considered
independent unless the Board determines that the director has no
material relationship with the Company (directly, or a partner,
stockholder or officer of an organization that has a material
relationship with the Company). The Board has determined that each
of the current directors, except August M. Vlak, has no material
relationship with the Company other than as a director and is
independent within the listing standards of NASDAQ. In making its
independence determinations, the Board has broadly considered all
relevant facts and circumstances.
Summary of Annual Director Compensation
During
fiscal year 2020, the Company paid non-employee directors
individually in Common Shares as follows: the annual retainer for
the chairman of the board is $125,000; for directors it is $70,000;
the chairman of the Audit Committee received an additional $10,000;
the chairman of the Compensation and Environment, Health and Safety
Committees received an additional $7,500; the chairman of the
Nominating and Governance Committee received an additional $2,000.
In addition to the annual retainer fee, all non-employee directors
were compensated for all meetings in addition to the Board’s
five regularly scheduled meetings as follows: $1,500 for each
in-person meeting and $500 for each telephonic meeting. There will
be no change to the compensation given to the chairmen of
committees and compensation for meetings over the five regularly
scheduled meetings for fiscal year 2021.
Each
director receives their fees in the form of Company Shares. The
Company Shares are issued under the Directors’ Fee Program
(the “Directors’ Fee Program”) provided for in
The Eastern Company 2020 Stock Incentive Plan (the “2020
Plan”).
The
Company maintains a minimum share ownership requirement for
non-employee directors. The common stock ownership requirement will
be deemed to have been met once the total net realizable share
value held by a non-employee director exceeds five (5) times the
annual base retainer paid to the non-employee director.
Non-employee directors should attain this target within three (3)
years of becoming a member of the Board. Ms. Peggy Scott has not
achieved this target, however, she is still within the three (3)
year time frame of joining the Board. All other non-employee
directors have achieved this target.
DIRECTOR COMPENSATION IN FISCAL 2020
Name
(1)
|
Fees Earned or
Paid in Cash ($) (2) (4) Stock Awards ($)
|
|
Non-equity
Incentive Plan Compensation ($)
|
Change in pension
value and nonqualified deferred compensation earnings
($)
|
All
Other
Compensation
($)
(3)
|
|
Fredrick D.
DiSanto
|
$76,992
|
|
|
|
$258
|
$77,250
|
John W. Everets
|
67,483
|
|
|
|
-
|
67,483
|
Charles W.
Henry
|
64,013
|
|
|
|
-
|
64,013
|
Michael A. McManus,
Jr.
|
74,628
|
|
|
|
-
|
74,628
|
James A.
Mitarotonda
|
115,404
|
|
|
|
762
|
116,166
|
Peggy B. Scott
|
74,620
|
|
|
|
762
|
75,382
|
(1)
This table
discloses the compensation received by all non-employee directors
who served as a director in 2020. Mr. Vlak did not receive any
compensation for his service as a director of the
Company.
(2)
The amounts listed
could include adjustments for fractional shares from previous
periods. All Fees paid in newly issued stock of the
Company.
(3)
All non-employee
directors are provided a life insurance benefit. Messrs. DiSanto,
Mitarotonda and Mrs. Scott have a $50,000 benefit and Messrs.
Everets, Henry and McManus have a $25,000 benefit. The life
insurance benefit is reduced after age 70.
(4)
All directors
waived fees for the Board meetings related to the Company’s
response to the Covid-19 pandemic and accepted reduced fees in the
last half of 2020.
For
information on compensation for Mr. Vlak, a director and the
President and Chief Executive Officer of the Company, see the
executive compensation tables beginning on page 17.
POLICIES
AND PROCEDURES CONCERNING RELATED PERSONS TRANSACTIONS
Our
Code of Business Conduct and Ethics prohibits all conflicts of
interest between the Company and any of its directors, officers and
employees, except under guidelines approved by the Board or the
Board Committees. A conflict of interest exists whenever an
individual’s private interests interfere or conflict in any
way (or even appear to interfere or conflict) with the interests of
the Company. Employees are encouraged to report any conflicts of
interest, or potential conflicts of interest, to their supervisors
or superiors. However, if an employee does not believe it
appropriate or if he or she is not comfortable approaching his or
her supervisors or superiors, then the employee may contact either
the Chairman of the Audit Committee or Company
counsel.
To
identify related party transactions, each year the Company requires
our directors and executive officers to complete a questionnaire
that identifies any transaction with the Company or any of its
subsidiaries in which the director or executive officer or members
of his or her family have an interest. If any related party
transactions are reported, the Board reviews them to determine if
the potential for a prohibited conflict of interest exists. Prior
to its review, the Board will require full disclosure of all
material facts concerning the relationship and financial interest
of the relevant individuals in the transaction. Each year, our
directors and executive officers also review our Code of Business
Conduct and Ethics.
The
Board has determined that no transactions occurred since the
beginning of 2019 involving any director, director nominee or
executive officer of the Company, any known 5% shareholder of the
Company or any immediate family member of any of the foregoing
persons (together “related persons”) that would require
disclosure as a “related person
transaction.”
COMPENSATION DISCUSSION AND ANALYSIS
Our
named executive officers for fiscal year 2020 were:
August
M. Vlak
|
President and Chief
Executive Officer
|
John L.
Sullivan III
|
Vice
President and Chief Financial Officer
|
James
P. Woidke
|
Chief
Operating Officer
|
Compensation Governance
The
Compensation Committee recommends to the Board policies and
processes for the regular and orderly review of the performance and
compensation of the Company’s senior executive management
personnel, including the President and Chief Executive Officer. The
Compensation Committee reviews and approves corporate goals and
objectives relevant to compensation of the Company’s Chief
Executive Officer and other executive officers; recommends to the
Board and/or the Company’s Management with respect to
compensation of executives other than named executive officers and
administers the Company’s stock plan, The Eastern Company
2010 Executive Stock Incentive Plan, The Eastern Company 2020 Stock
Incentive Plan and all other equity-based plans from time to time.
The Compensation Committee regularly reviews, administers, and when
necessary recommends changes to the Company’s stock incentive
and performance-based compensation plans.
The
Compensation Committee is comprised of members of the Board, none
of whom may be an active or retired officer or employee of the
Company or any of its subsidiaries. Members of the Compensation
Committee are appointed annually by the Board. Messrs. Michael A.
McManus, Jr., John W. Everets and Charles W. Henry and Mrs. Peggy
B. Scott are the members of the Compensation Committee. Mr. McManus
has been the Chairman of the Compensation Committee since July 29,
2015. The Compensation Committee held five meetings during the
fiscal year ended January 2, 2021. Neither the Compensation
Committee nor management engaged any compensation consultant during
fiscal year 2020.
This
Compensation Discussion and Analysis focuses on:
●
The guiding
principles and objectives underlying the Company’s
compensation program, including the performance levels that the
program is designed to reward; and
●
A description of
each of the components of the compensation program, including an
explanation as to why these elements were selected as the preferred
means to achieve the compensation program’s objectives, and
how the amount of each element of compensation is
determined.
Principles and Objectives of the Compensation Program
The
Company’s compensation program and policy are designed to
attract, motivate, retain and reward highly qualified executives
and employees and to reinforce the relationship between individual
performance and business results in a manner that aligns the
interests of executives and shareholders.
At our
2020 annual meeting of shareholders, our shareholders were asked to
vote on a non-binding resolution relating to the compensation of
the Company’s named executive officers. The advisory vote
requested that shareholders vote for a resolution approving of the
compensation of the Company’s named executive officers, which
resolution was adopted by the shareholders. The Compensation
Committee has considered the results of this advisory vote, and has
deemed it to indicate the shareholders’ approval of the
Company’s compensation package, which is designed to be
competitive and to encourage executive retention. An advisory vote
at our 2017 annual meeting of shareholders requested the
shareholders to determine the frequency with which the compensation
of the named executive officers would be presented for a
shareholder vote. The shareholders elected to have such a vote
every year. Based on the shareholders’ vote, the Board has
adopted a policy whereby an advisory vote on the compensation of
the named executive officers will be held every year. Shareholders
will not be required to vote again on the frequency of the
shareholder vote for the compensation of the named executive
officers until 2023. See Item No. 2 – Advisory Vote on the
Compensation of the Named Executive Officers.
The
Board has adopted an incentive compensation clawback policy as part
of the Board’s ongoing efforts to strengthen the
Company’s corporate governance and risk management. The
policy is designed to ensure that incentive compensation is awarded
based on accurate financial and operating data and the correct
calculation of the Company’s performance against incentive
targets. The policy requires the Compensation Committee to seek the
recovery of incentive compensation in the event of fraud or
misconduct or a restatement of the financial or operating results
of the Company that results in the payment of inflated incentive
compensation.
The
Company also has an anti-hedging policy that prohibits Restricted
Persons from short-term trading, taking short positions, or hedging
in Company Shares. Restricted Persons include Directors, Corporate
Officers or other members of the Company’s senior management
team, or employees of the Company.
The
following principles guide the Company’s compensation
practices as applied to all executives.
Compensation levels should be sufficiently competitive to attract
and retain highly qualified executives and employees.
The
Company endeavors to pay compensation at levels consistent with
prevailing levels of compensation for similar positions in the
geographic areas in which the Company maintains operations, in
order to enable the Company to attract and retain the talent needed
to achieve its business objectives. The Compensation Committee has
used various sources to evaluate the competitiveness and overall
structure of executive compensation and non-employee director
compensation.
Compensation should be aligned with performance.
The
Company believes that a significant portion of executive
compensation should take the form of annual incentives based on the
annual results of operations achieved by the Company and its
subsidiaries as well as long-term value creation. The Company
believes that its practice of paying annual incentives based on
individual and overall results of operations supports an integrated
business model.
The
Company’s incentive compensation program is balanced between
short- and long-term incentive compensation. Short-term incentive
compensation—in the form of annual cash incentive
awards—is awarded based on annual financial performance and
operational goals. This design achieves our objective of offering
superior pay for superior performance. Long-term incentive
compensation is an important component of the Company’s total
compensation for executives. The Company’s long-term
incentive compensation program grants stock options, stock
appreciation rights and restricted stock awards at appropriate
times and in appropriate amounts to serve as a long-term
performance incentive. The Compensation Committee believes that the
Company’s long-term incentive program provides executives
with the opportunity to increase their ownership in the Company,
thereby more closely aligning the best interest of the shareholders
and the executives. The Company maintains a minimum share ownership
requirement for named executive officers. The common stock
ownership requirement will be deemed to have been met once the
total net realizable share value held by: the Company’s Chief
Executive Officer exceeds five (5) times his annual base salary;
the Company’s Chief Financial Officer exceeds two (2) times
his annual base salary; and the Company’s Chief Operating
Officer exceeds $100,000. The Company has determined this
requirement should be met by December 31, 2025. At this time, the
Chief Financial Officer has met the requirement.
Compensation should reflect an individual’s position and
responsibility, and compensation for named executive officers
should be more heavily weighted toward incentive pay.
Total
compensation should generally increase with position and
responsibility. Employees in named executive officer positions have
greater roles and responsibilities associated with achieving the
Company’s performance goals, and should thus have a greater
portion of their compensation tied to the achievement of those
goals. Accordingly, a greater percentage of compensation for more
senior positions, particularly those with the greatest
responsibility for driving achievement of performance targets, is
paid in the form of potential short- and long-term incentive
pay.
Components of the Compensation Program
Base salary
Base
salaries are set after referencing market data for similar
positions from the salary.com survey report on compensation in the
manufacturing sector and the Company’s independent
benchmarking of peer companies. The Company selects peer companies
based on comparable size, nature of operations, and complexity and
scope of business activities.
The
compensation of the Company’s President and Chief Executive
Officer, August M. Vlak, is determined pursuant to the terms and
conditions of an employment agreement between Mr. Vlak and the
Company, entered into effective January 1, 2018. Mr. Vlak’s
base salary was $461,250 for the year ended January 2, 2021. Mr.
Vlak’s base salary increased 3% to $475,088 for
2021.
The
compensation of named executive officer John L. Sullivan III, Vice
President and Chief Financial Officer, is determined annually by
the Compensation Committee and approved by the Board. Mr.
Sullivan’s base salary was $343,000 for the year ended
January 2, 2021. Effective January 4, 2021, Mr. Sullivan’s
base salary increased 2.5% to $351,575.
The
compensation of named executive officer James P. Woidke, Chief
Operating Officer, was determined by the Compensation Committee and
approved by the Board. Effective January 1, 2020, Mr.
Woidke’s base salary was increased 2.5% to $331,000.
Effective September 8, 2020, Mr. Woidke’s base salary was
increased to $350,000. Mr. Woidke’s salary will remain at
$350,000 for 2021.
Total
compensation of Messrs. Vlak, Sullivan and Woidke is below the
average for similar positions at comparable organizations in the
United States as reported by the salary.com survey and the
Company’s independent benchmarking of peer
companies.
Short-Term Incentives — Annual Cash Incentives
For
fiscal year 2020, the named executive officers were eligible to
receive short-term incentive compensation based on the annual
performance of the Company. Short-term incentives were based on
specific goals in the Company’s annual operating plan, as
approved by the Board on December 5, 2019. Seventy percent of the
short-term incentive for August M. Vlak, President and Chief
Executive Officer and for John L. Sullivan III, Vice President and
Chief Financial Officer, was determined by the Company’s 2020
earnings per share and thirty percent was determined by working
capital efficiency of the Company. Working capital was defined as
the combined current assets less current liabilities less cash of
the businesses. Working capital efficiency is calculated as the
average quarterly working capital divided by sales. The
Company’s 2020 earnings per share goal was $3.01, before
adjustments for one-time costs. The Company’s working capital
efficiency goal for 2020 was 21.1%. Fifty-two and one half percent
of the short-term incentive for the named executive officer, James
P. Woidke, Chief Operating Officer, was determined by the 2020
earnings from the Eberhard group of businesses; seventeen and
one-half percent was determined by operating earnings from all
operating businesses before corporate costs; twenty two and
one-half percent was determined by working capital efficiency of
the Eberhard group of businesses; and the remaining seven and
one-half percent was determined by the working capital efficiency
of the Company. Determination of the Company’s results and
achievement of performance targets is subject to final approval by
the Compensation Committee.
During
2020, if the Company achieved its earnings per share and working
capital efficiency goals, Mr. Vlak was eligible to earn a total
short-term incentive equal to 100% of his base salary. The
threshold for earning each component of the short-term incentive
was achieved at 80% of the goal. At 80% achievement of each goal,
Mr. Vlak was eligible to earn 50% of the associated short-term
incentive. If the Company achieved less than 80% of a goal, Mr.
Vlak was not eligible to earn the associated short-term incentive.
At 125% achievement of each goal, Mr. Vlak was eligible to earn
135% of the associated short-term incentive. Mr. Vlak was eligible
to earn a maximum short-term incentive of 175% of his base
compensation.
During
2020, if the Company achieved its earnings per share and working
capital efficiency goals. Mr. Sullivan was eligible to earn a total
short-term incentive equal to 40% of his base salary. The threshold
for earning each component of the short-term incentive was achieved
at 80% of the goal. At 80% achievement, Mr. Sullivan was eligible
to earn 50% of the associated short-term incentive. At less than
80% of each goal, Mr. Sullivan was not eligible to earn the
associated short-term incentive. At 125% achievement of each goal,
Mr. Sullivan was eligible to earn 54% of the associated short-term
incentive. Mr. Sullivan was eligible to earn a maximum short-term
incentive of 70% of his base compensation.
During
2020, if the Company achieved its operating earnings and working
capital efficiency goals. Mr. Woidke was eligible to earn a total
short-term incentive equal to 50% of his base salary. The threshold
for earning each component of the short-term incentive was achieved
at 80% of the goal. At 80% achievement Mr. Woidke was eligible to
earn 50% of the associated short-term incentive. At less than 80%
of each goal, Mr. Woidke was not eligible to earn the associated
short-term incentive. At 125% achievement of each goal, Mr. Woidke
was eligible to earn 67% of the associated short-term incentive.
Mr. Woidke was eligible to earn a maximum short-term incentive of
87% of his base compensation.
During
2020, Mr. Vlak earned an annual cash incentive of $84,363 equal to
18% of his base salary. The annual cash incentive did not include
any payment for the Company’s earnings per share goal for
2020. The annual cash incentive included $84,363 for the
Company’s achievement of 83% of its working capital
efficiency goal for 2020 weighted at 30%.
During
2020, Mr. Sullivan earned a cash incentive of $25,108 equal to 7%
of base compensation. The annual cash incentive did not include any
payment for the Company’s earnings per share goal for 2020.
The annual cash incentive included $25,108 for the Company’s
achievement of 83% of its working capital goal for 2020, weighted
at 30%.
During
2020, Mr. Woidke earned a cash incentive of $25,000 equal to 7% of
base compensation. The annual cash incentive did not include any
payment for the 2020 earnings from the Eberhard group of business,
the operating earnings from all operating businesses before
corporate costs, or the working capital efficiency of the Eberhard
group of businesses. The annual cash incentive included $11,209 for
the Company’s achievement of 83% of its working capital goal
for 2020 and a one-time discretionary payment of $13,791 in
recognition of Mr. Woidke’s leadership of the combination of
the Eberhard group of businesses and the Illinois Lock group of
businesses and his interim leadership of Big 3
Precision.
The
following table shows the incentive calculation for fiscal year
2020 based on the short-term incentive earned:
|
|
|
|
Base
Salary
|
$461,250
|
$343,000
|
$350,000
|
Incentive
achievement
|
18%
|
7%
|
7%
|
Incentive
earned
|
$84,363
|
$25,108
|
$25,000
|
Long-term incentives and performance based stock appreciation
rights
On
March 2, 2017, the named executive officers were granted stock
appreciation rights (“SARs”) which vest over a
three-year period provided certain performance goals are achieved
(the “2017 – 2019 Performance Period”). The
exercise price of $19.10 per unit is equal to 100% of the fair
market value of a Common Share on the grant date of the SAR. The
performance goal is the Return on Invested Capital (ROIC) achieved
in each of the three fiscal years ending December 2017, December
2018 and December 2019. The ROIC is defined as the sum of the
Company’s average annual fixed assets, intangible assets, and
current assets; reduced by the sum of the Company’s average
annual current liabilities and cash.
On
February 7, 2018, the named executive officers were granted SARs
which vest on February 1, 2021, provided certain performance goals
are achieved (the “2020 Performance Period”). The
exercise price of $24.90 per unit is equal to 100% of the fair
market value of a Common Share on the grant date of the SAR. The
performance goal is the Company’s Book Value at the close of
December of fiscal year 2020. The Company’s Book Value is
defined as the total assets minus the value of total liabilities as
recorded on the Company’s balance sheet.
On
February 25, 2019, the named executive officers were granted SARs
which vest on February 1, 2022, provided certain performance goals
are achieved (the “2021 Performance Period”). The
exercise price of $26.30 per unit is equal to 100% of the fair
market value of a Common Share on the grant date of the SAR. The
performance goal is the Company’s Book Value at the close of
December of fiscal year 2021. The Company’s Book Value is
defined as the total assets minus the value of total liabilities as
recorded on the Company’s balance sheet.
On
April 29, 2020, the named executive officers were granted SARs
which vest on February 1, 2023, provided certain performance goals
are achieved (the “2022 Performance Period”). The
exercise price of $20.20 per unit is equal to 100% of the fair
market value of a Common Share on the grant date of the SAR. The
performance goals are the Company’s Book Value at the close
of December of fiscal year 2022 and the ROIC achieved in fiscal
year 2022. The ROIC is defined as the sum of the Company’s
average annual fixed assets, intangible assets, and current assets
as of the end of fiscal year 2022; reduced by the sum of the
Company’s average annual current liabilities and cash as of
the end of fiscal year 2022The Company’s Book Value is
defined as the total assets minus the value of total liabilities as
recorded on the Company’s balance sheet.
The
performance periods are as follows:
|
|
Grantee
|
|
|
|
|
|
SARs
(units)
|
|
|
|
|
|
Vlak
|
Sullivan
|
Woidke
|
|
|
|
|
|
|
|
|
ROIC
Target
|
ROIC
Achieved
|
Vested
|
2017
– 2019
|
Year
1
|
6,667
|
3,334
|
3,334
|
9.1%
|
10.7%
|
Yes
|
Performance
|
Year
2
|
6,666
|
3,333
|
3,333
|
10.3%
|
10.4%
|
Yes
|
Period
|
Year
3
|
6,666
|
3,333
|
3,333
|
11.5%
|
9.8%
|
50%
|
2020
Performance
|
|
|
|
|
Book
Value
Target
|
Book
Value
Achieved
|
Vested
|
Period
|
Year
1
|
20,000
|
10,000
|
7,000
|
$117.8
million
|
104.3
|
Yes
(1)
|
2021
|
|
|
|
|
Book
Value
|
Book
Value
|
|
Performance
|
|
|
|
|
Target
|
Achieved
|
Vested
|
Period
|
Year
1
|
12,000
|
5,000
|
7,000
|
$127.0
million
|
----
|
----
|
2022
|
|
|
|
|
50%
Book Value
|
Book
Value
|
Vested
|
Performance
|
Year
1
|
12,000
|
6,000
|
7,000
|
Target
|
Achieved
|
----
|
Period
|
|
|
|
|
$133.0
million
|
----
|
|
|
|
|
|
|
50%
ROIC Target
|
ROIC
|
|
|
|
|
|
|
9.3% to
11%
|
Achieved
|
|
|
|
|
|
|
|
----
|
|
(1) The
Compensation Committee waived the performance goal for the 2020
Performance Period due to the impact of the COVID-19
pandemic.
Retirement and Other Post-Termination Plans
401(k) Plan
The
Company maintains The Eastern Company Savings and Investment Plan
(the “SIP”) for the benefit of certain eligible
employees, including executive officers. An eligible employee who
participates in the SIP may execute a salary reduction agreement
requiring the Company to reduce his or her taxable earnings by a
percentage of his or her compensation (as elected by the
participant) and to contribute that amount to the SIP. The amount
of the contribution could not exceed $19,500 for calendar year
2020, plus an additional $6,500 catch-up contribution for those
participants ages 50 and older.
If an
employee executes such a salary reduction agreement, the Company
will make a matching contribution to the SIP on behalf of the
employee. For 2020, the matching contribution equaled 50% of that
portion of an employee’s salary reduction contribution that
did not exceed 6% of his or her compensation.
Effective June 1,
2016, the SIP Plan was amended to increase the non-discretionary
profit sharing contribution to 3%, and eligibility for the profit
sharing contribution was extended to all non-union U.S. employees.
The SIP Plan was also amended to provide for a non-discretionary
contribution (the “transitional credit”) for certain
non-union U.S. employees who were eligible to participate in the
Salaried Employees Retirement Plan of The Eastern Company (the
“Salaried Plan”). The amount of this non-discretionary
contribution ranges from 0% to 4% of compensation, based on the age
of the individual on June 1, 2016.
Earnings in excess
of $285,000 for calendar year 2020 cannot be taken into account
under the SIP. An employee is fully vested in his or her salary
reduction contributions and the earnings on those contributions. An
employee will become vested in any matching contributions,
transitional credits, and non-discretionary profit sharing
contributions, and the earnings thereon, under a graded vesting
schedule, with full vesting after completing five years of service
or upon reaching age 65. Employees who are participating in the SIP
may direct that their account balances be invested in one or more
investment options offered under the plan.
Pension Benefits
The
Company maintains the Salaried Employees Retirement Plan of the
Eastern Company (the “Salaried Plan”) for the benefit
of certain eligible employees, including executive officers. On
April 5, 2016, the Board passed a resolution freezing benefit
accruals under the Salaried Plan, effective as of May 31, 2016. As
a result, compensation and years of service earned after May 31,
2016 are not taken into account in determining the amount of a
member’s retirement benefit under the Salaried
Plan.
An
employee reaches his or her normal retirement date and can begin
benefits without reduction upon reaching age 65
(or, if
later, the earlier of the attainment of age 70 or the completion of
five years of participation in the plan). An employee reaches his
or her early retirement date when he or she reaches age 55 after
completing 20 years of service. An employee who is eligible for
early retirement can elect to begin to receive his or her benefits
on an actuarially reduced basis. In addition, if an
employee’s age and years of service equal at least 90, the
employee can elect to begin to receive his or her benefits with a
smaller reduction for early commencement than is otherwise
applicable for early retirement.
Pension Benefits Table
The
following table provides certain information regarding the present
value of accumulated benefits under the Company’s qualified
and nonqualified defined benefit pension plans as of the last day
of the 2020 fiscal year:
Name
|
Plan
Name
|
Number
of Years of Credited Service (#)
|
Present
Value of Accumulated Benefit ($) (1)
|
Payments
During Last Fiscal Year ($)
|
August M.
Vlak
|
Salaried
Plan(2)
|
0
|
$0
|
-
|
John L. Sullivan
III
|
Salaried
Plan(3)
|
44
|
$2,378,919
|
-
|
James P.
Woidke
|
Salaried
Plan(2)
|
0
|
$0
|
-
|
(1)
Present value is
determined by reference to the Pri-2012 Scale MP-2020 mortality
table and an interest rate of 2.40%.
(2)
The Salaried Plan
was frozen before Mr. Vlak and Mr. Woidke had accrued any
benefits.
(3)
Under the Salaried
Plan, Mr. Sullivan is eligible for normal retirement.
COMPENSATION COMMITTEE REPORT
We, the
Compensation Committee of the Board of Directors of the Company,
have reviewed and discussed the Compensation Discussion and
Analysis set forth above with management and, based on such review
and discussions, have recommended to the Board of Directors that
the Compensation Discussion and Analysis be included in this proxy
statement and, through incorporation by reference to this proxy
statement, in the Company’s Annual Report on Form 10-K for
the fiscal year ended January 2, 2021.
Compensation
Committee:
Michael
A. McManus, Chairman
Charles
W. Henry
John W.
Everets
Peggy
B. Scott
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During
the 2020 fiscal year, no member of the Compensation Committee was,
or had previously been, an officer or employee of the Company or
its subsidiaries or had any direct or indirect material interest in
a transaction with the Company or in a business relationship with
the Company that would require disclosure under the applicable
rules of the Securities and Exchange Commission. In addition, no
interlocking relationship existed between any member of the
Compensation Committee or an executive officer of the Company, on
the one hand, and any member of the compensation committee (or
committee performing equivalent functions, or the full Board) or an
executive officer of any other entity, on the other
hand.
EXECUTIVE COMPENSATION
This
section of the proxy statement explains our compensation program
for our principal executive officer and our other most
highly-compensated executive officers, whom we refer to
collectively in this proxy statement as “our named executive
officers.”
Summary Compensation Table
The
table below summarizes the total compensation paid or earned by
each of the Company’s named executive officers for the fiscal
years ended December 29, 2019 and January 2, 2021.
Name and
Principal
Position
|
|
|
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
(5)
|
Change
in
Pension
Value
and
Non-
Qualified
Deferred Compensation Earnings
($)
(6)
|
All
Other
Compen-
sation
($)
(7)
|
|
August M. Vlak, 54 (8)
|
2020
|
$461,250
|
$-
|
$-
|
$71,000
|
$84,363
|
$-
|
$20,260
|
$636,873
|
President and CEO
|
2019
|
461,250
|
-
|
|
78,000
|
341,100
|
-
|
21,796
|
902,146
|
John L. Sullivan III,
67
|
2020
|
343,000
|
-
|
-
|
35,000
|
25,108
|
321,285
|
38,346
|
762,739
|
Vice President and CFO (9)
|
2019
|
333,000
|
-
|
|
33,000
|
99,999
|
325,872
|
39,170
|
831,041
|
James P. Woidke, 58
|
2020
|
350,000
|
13,791
|
-
|
41,000
|
11,209
|
-
|
20,103
|
436,263
|
Chief Operating Officer
(10)
|
2019
|
322,500
|
-
|
|
45,000
|
180,601
|
-
|
19,652
|
522,753
|
(1)
The 2020 and 2019
fiscal years consisted of 53 weeks and 52 weeks,
respectively.
(2)
Amounts shown were
discretionary bonuses issued in the applicable fiscal year and paid
in the subsequent year to the named executive
officers.
(3)
There were no stock
awards granted by the Company to the named executive officers in
2020 or 2019.
(4)
SARs were granted
on April 29, 2020 and February 25, 2019. The fair value of SARs
granted for 2020 and 2019 for Mr. Vlak is $71,000 and $78,000,
respectively; for Mr. Sullivan is $35,000 and $33,000,
respectively; and for Mr. Woidke is $41,000 and $45,000,
respectively. The fair value was determined on the grant date using
the Black-Scholes Model.
(5)
Amounts shown were
earned in the applicable year and paid in the subsequent year under
the Company’s short-term incentive plan. Mr. Vlak earned a
bonus for 2020 in the amount of $84,363, Mr. Sullivan earned a
bonus for 2020 in the amount of $25,108 and Mr. Woidke earned a
bonus for 2020 in the amount of $11,209.
(6)
Amounts shown
reflect the aggregate change in the actuarial present value of each
named executive officer’s accumulated benefit under all
defined benefit plans, including supplemental plans, during each
fiscal year. For Mr. Sullivan, accruals under the Salaried Plan
equaled $321,285 for 2020 and $325,872 for 2019.
(7)
Included in this
column are Company contributions to the SIP (including matching
contributions, transitional credits and profit sharing
contributions), the cost of the use of a company-owned vehicle,
company paid term life insurance premiums, the value of group term
life insurance in excess of $50,000, and life insurance under the
Salaried Plan. The Company’s contributions to the SIP
(including matching contributions, transitional credits and profit
sharing contributions) for Mr. Vlak equaled $17,100 for 2020 and
$16,800 for 2019, for Mr. Sullivan equaled $28,500 for 2020 and
$28,000 for 2019 and for Mr. Woidke equaled $17,100 for 2020 and
$16,800 for 2019. The cost of the use of a company-owned vehicle
for Mr. Sullivan equals $3,600 for 2020 and 2019. Company paid term
life insurance premiums for Mr. Vlak equaled $1,968 for 2020 and
$3,804 for 2019, for Mr. Sullivan equal $1,476 for 2020 and $2,952
for 2019 and for Mr. Woidke equal $1,452 for 2020 and $1,392 for
2019. The value of group term life insurance in excess of $50,000
for Mr. Vlak equaled $1,192 for 2020 and 2019; for Mr. Sullivan
equaled $4,770 for 2020 and $4,618 for 2019 and for Mr. Woidke
equaled $1,651 for 2020 and $1,460 for 2019.
(8)
Mr. Vlak was
appointed President and Chief Executive Officer on January 1,
2016.
(9)
Mr. Sullivan was
appointed Chief Financial Officer on December 13, 2006. Prior to
that, he was the Vice President, Treasurer and Secretary of the
Company.
(10)
Mr. Woidke was
appointed Chief Operating Officer on September 8, 2020. Prior to
that, he was the Managing Director of the Eberhard Manufacturing
Group.
STOCK BASED AWARDS
On
April 28, 2010, the shareholders approved The Eastern Company 2010
Executive Stock Incentive Plan (the “2010 Plan”), which
by its terms expired on February 9, 2020. No additional options or
shares of restricted stock may be granted under the 2010 Plan.
However, options previously granted remain exercisable in
accordance with their terms.
On
April 29, 2020, the shareholders approved the 2020 Plan, which by
its terms will terminate on February 19, 2030. The 2020 Plan
authorizes the grant of incentive stock options and non-qualified
stock options to purchase Common Shares, the grant of shares of
restricted stock, and the grant of other stock-based awards (such
as SARs). The Compensation Committee determines the terms and
conditions of the awards granted under the 2020 Plan, subject to
the terms of the 2020 Plan. Awards are permitted to be granted to
salaried officers and other key employees of the Company, whether
or not such employees are also serving as directors of the Company.
The 2020 Plan also provides for the grant of nonqualified stock
options to non-employee directors of the Company.
The
purchase price of the Common Shares subject to each incentive stock
option granted under the 2020 Plan may not be less than the fair
market value of the Common Shares on the date of grant. The
purchase price of Common Shares subject to non-qualified stock
options granted under the 2020 Plan, and the price (if any) which
must be paid to acquire a share of restricted stock granted under
the 2020 Plan, is set by the Compensation Committee.
Incentive stock
options must be exercised within ten years of the date of grant.
Non-qualified stock options must be exercised within the period set
forth in the 2020 Plan or, if the 2020 Plan permits, within the
period established by the Compensation Committee. Moreover, options
may not be exercised more than three months after termination of
employment or termination of service as a director. However, in the
case of death or disability, the option may be exercised within one
year after death or disability by the estate of such named
executive officer. The three month period is also extended to one
year for an optionee who terminates employment or terminates
service as a director at or after reaching age sixty-five
(65).
OPTIONS
EXERCISED IN FISCAL 2020
The
named executive officers did not exercise any stock options or SARs
during the fiscal year ended January 2, 2021, and the named
executive officers did not own any shares of restricted stock which
vested during the fiscal year ended January 2, 2021.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The
following table displays the units of unvested SARs held by each of
the named executive officers at the end of fiscal year 2020. There
have been no stock options granted by the Company for the named
executive officers and there are no outstanding stock
options.
|
|
|
|
Option
Awards
|
|
|
Option
Grant
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
|
|
Option
Exercise
|
|
Option
Expiration
|
Name
|
|
Date
|
|
Exercisable
(#)
|
|
Unexercisable
(#)
|
|
Options
(#)
|
|
Price
($)
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August
M. Vlak
|
|
03/02/2017
|
|
16,667
|
|
3,333
|
|
-
|
|
$19.10
|
|
03/02/2022
|
President &
CEO
|
|
02/07/2018
|
|
20,000
|
|
-
|
|
-
|
|
24.90
|
|
02/07/2023
|
|
|
02/25/2019
|
|
-
|
|
|
|
12,000
|
|
26.30
|
|
05/25/2024
|
|
|
04/29/2020
|
|
-
|
|
-
|
|
12,000
|
|
20.20
|
|
04/29/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John L.
Sullivan, III
|
|
03/02/2017
|
|
8,333
|
|
1,667
|
|
-
|
|
19.10
|
|
03/02/2022
|
VP
& CFO
|
|
02/07/2018
|
|
10,000
|
|
-
|
|
-
|
|
24.90
|
|
02/07/2023
|
|
|
02/25/2019
|
|
-
|
|
-
|
|
5,000
|
|
26.30
|
|
05/25/2024
|
|
|
04/29/2020
|
|
-
|
|
|
|
6,000
|
|
20.20
|
|
04/29/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
P. Woidke
|
|
03/02/2017
|
|
8,333
|
|
1,667
|
|
-
|
|
19.10
|
|
03/02/2022
|
COO
|
|
02/07/2018
|
|
7,000
|
|
-
|
|
-
|
|
24.90
|
|
02/07/2023
|
|
|
02/25/2019
|
|
-
|
|
-
|
|
7,000
|
|
26.30
|
|
05/25/2024
|
|
|
04/29/2020
|
|
-
|
|
-
|
|
7,000
|
|
20.20
|
|
04/29/2025
|
On
March 2, 2017, the Compensation Committee granted SARs under the
2010 Plan as follows: August M. Vlak – 20,000; and John L.
Sullivan III – 10,000. The SARs have an exercise price of
$19.10 (equal to the fair market value of a Common Share on the
date of grant), and will vest on a three-year schedule based on
performance targets set by the Board and become exercisable on a
graded schedule over a period of five years. The named executive
officer must remain an employee of the Company on each applicable
vesting date and the Company must meet certain performance targets
for vesting of the SARs based on the Company’s 2017, 2018,
and 2019 return on invested capital.
On
February 7, 2018, the Compensation Committee granted SARs under the
2010 Plan as follows: August M. Vlak – 20,000; and John L.
Sullivan III – 10,000. The SARs have an exercise price of
$24.90 (equal to the fair market value of a Common Share on the
date of grant), and will vest on February 1, 2021 based on
performance targets set by Board. The SARs become exercisable over
a period of 5 years (provided that the named executive officer
remains an employee of the Company on each applicable vesting date
and the Company meets certain performance thresholds prescribed in
the SAR agreement). The performance target for vesting of the SARs
are based on the Company’s book value on February 1,
2021.
On
February 7, 2018, the Compensation Committee affirmed the partial
vesting of the SARs granted in 2017, based on the Company’s
actual 2017 return on invested capital. The Compensation Committee
approved vesting of SARs for the following named executive
officers: August M. Vlak – 6,667; and John L. Sullivan III
– 3,333 as of February 7, 2018.
On
February 25, 2019, the Compensation Committee granted SARs under
the 2010 Plan as follows: August M. Vlak – 12,000;
James P. Woidke – 7,000; and John L. Sullivan III –
5,000. The SARs have an exercise price of $26.30 (equal to the fair
market value of a Common Share on the date of grant), and will vest
on February 1, 2022 based on performance targets set by Board. The
SARs become exercisable over a period of 5 years (provided that the
named executive officer remains an employee of the Company on each
applicable vesting date and the Company meets certain performance
thresholds prescribed in the SAR agreement). The performance target
for vesting of the SARs are based on the Company’s book value
at the end of fiscal year 2021.
On
February 25, 2019, the Compensation Committee affirmed the partial
vesting of the SARs granted in 2017, based on the Company’s
actual 2018 return on invested capital. The Compensation Committee
approved vesting of SARs for the following named executive
officers: August M. Vlak – 6,667; and John L. Sullivan III
– 3,333 as of February 1, 2019.
On
February 18, 2020, the Compensation Committee affirmed the partial
vesting of the SARs granted in 2017, based on the Company’s
actual 2019 return on invested capital. The Compensation Committee
approved vesting of SARs for the following named executive
officers: August M. Vlak – 3,333; and John L. Sullivan III
– 1,667 as of February 1, 2020.
On
April 29, 2020, the Compensation Committee granted SARs under the
2020 Plan as follows: August M. Vlak – 12,000; James P.
Woidke – 7,000; and John L. Sullivan III – 6,000. The
SARs have an exercise price of $20.20 (equal to the fair market
value of a Common Share on the date of grant), and will vest on
February 1, 2023 based on performance targets set by Board. The
SARs become exercisable over a period of 5 years (provided that the
named executive officer remains an employee of the Company on each
applicable vesting date and the Company meets certain performance
thresholds prescribed in the SAR agreement). The performance target
for vesting of the SARs are based on the Company’s book value
at the end of fiscal year 2022 and on the return on invested
capital for fiscal year 2022.
On June
9, 2020, the Compensation Committee affirmed the vesting of the
SARs granted in 2018. The Compensation Committee waived the
performance goal for the 2020 Performance Period due to the impact
of the Covid-19 pandemic. The Compensation Committee approved
vesting of SARs for the following named executive officers: August
M. Vlak – 20,000; John L. Sullivan III – 10,000; and
James P. Woidke 7,000.
TERMINATION
OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
Employment Agreement
On
January 16, 2018, the Company entered into an amended and restated
employment agreement (the “Amended and Restated Employment
Agreement”) with August M. Vlak, the Company’s
President and Chief Executive Officer. The Amended and Restated
Employment Agreement supersedes the employment agreement executed
on March 29, 2016 and was retroactively effective January 1, 2016.
The initial term of the Amended and Restated Employment Agreement
was from January 1, 2018 through December 31, 2018. However, the
Amended and Restated Employment Agreement will be automatically
renewed for additional one-year terms, unless either party provides
notice of nonrenewal at least 90 days prior to the end of the term.
The Amended and Restated Employment Agreement automatically renewed
for one-year terms from January 1, 2019 through December 31, 2019,
and January 1, 2020 through December 31, 2020, and has been
automatically renewed for another one-year term from January 1,
2021 through December 31, 2021. The Amended and Restated Employment
Agreement sets forth Mr. Vlak’s employment duties,
compensation and additional benefits, as well as certain
noncompetition, nonsolicitation and nondisclosure
covenants.
Under
the terms of the Amended and Restated Employment Agreement, in the
event of Mr. Vlak’s death, termination by the Company without
cause, termination by Mr. Vlak for good reason or due to a
constructive termination, or when certain requirements are met in
the event of a change in control, the Company will pay Mr. Vlak (i)
any accrued compensation, including earned but unpaid base salary,
reimbursement for reasonable and necessary expenses, accrued but
unused vacation pay, the unpaid portion of any earned annual bonus
for the fiscal year preceding termination, a pro-rated portion of
the actual bonus, and vested accrued employee benefits; (ii) an
amount equal to one times Mr. Vlak’s annual base salary; and
(iii) an amount equal to one times Mr. Vlak’s target annual
bonus for the year of termination. However, the change in control
benefits will be reduced to the extent necessary to avoid the
applicability of Section 280G of the Internal Revenue Code. All
payments by the Company are subject to the execution of a release
and waiver.
On
March 8, 2021, the Company entered into a change in control
agreement (the “CIC Agreement”) with James P. Woidke,
the Company’s Chief Operating Officer. Under the terms of the
CIC Agreement, in the event of Mr. Woidke’s employment
terminates due to an involuntary termination without cause for a
reason other than his death, or as result of a constructive
termination, which in either case occurs: (i) during the period not
to exceed twenty-four (24) months after the effective date of a
change in control; or (ii) before the effective date of a change in
control, but after the first date on which the Board and/or senior
management of the Company has entered into formal negotiations with
a potential acquirer that results in the consummation of a change
in control; provided, however, that in no event shall a termination
of employment occurring more than one (1) year before the effective
date of a change in control be covered, the Company will pay Mr.
Woidke an amount equal to one (1) times the sum of his annual base
salary and his target annual bonus for the year of his termination
date (which target annual bonus shall not be less than 70% of his
annual base salary). In order to be eligible to receive benefits
under the CIC Agreement, Mr. Woidke must deliver to the Company an
executed release and waiver, and a resignation from all offices,
directorships and fiduciary position with the Company, its
affiliates and employee benefit plans. No payments shall be made
prior to the last day of any waiting period or revocation period
required by applicable law or under the provision of the release
and waiver in order for the release and waiver to be
effective.
The
following table provides certain information regarding the benefits
payable under the Amended and Restated Employment Agreement for Mr.
Vlak and the CIC Agreement for Mr. Woidke. The payments to Messrs.
Vlak and Woidke following a change in control are based on
compensation received for the fiscal year ended January 2, 2021,
assuming a change in control became effective January 2,
2021.
|
|
Absent a change in control
|
Following a change in control
|
|
|
Termination
For
Cause
|
Termination
Without
Cause
|
Termination
For
Cause
|
Termination
Without
Cause
|
August M. Vlak
|
Lump
sum
|
-
|
$950,176
|
-
|
$950,176
|
James P. Woidke
|
Lump
sum
|
-
|
595,000
|
-
|
595,000
|
RISK ASSESSMENT OF COMPENSATION POLICIES AND PRACTICES
Management and the
Compensation Committee have reviewed the existing incentive
compensation programs in which executives who are not named
executive officers participate, in order to establish that such
programs do not create risks that are reasonably likely to have a
material adverse effect on the Company. Incentive compensation
programs exist at the Corporate Office and at the Company’s
divisions, and no particular division carries a significant portion
of the Company’s overall risk profile. Stock incentive awards
were made in fiscal 2020 under the Company’s 2020 Stock
Incentive Plan. These awards are determined based upon guidelines
set by the Chief Executive Officer and are reviewed and approved by
the Compensation Committee. The cash incentive compensation program
for corporate executives is subject to performance parameters and
dollar limitations approved by the Compensation Committee. Cash
incentive programs at the Company divisions are based upon
attainment of specific financial performance goals that are
developed on a basis consistent with the division’s financial
goals. These programs are approved by the Chief Executive Officer.
In conclusion, management has determined that the existing
incentive programs applicable to non-named executive officers and
the Company’s 2020 Stock Incentive Plan do not create risks
that are reasonably likely to have a material adverse effect on the
Company.
ADDITIONAL INFORMATION
Any
shareholder who intends to present a proposal at the 2022 annual
meeting of shareholders and desires that it be included in the
Company’s proxy materials must submit to the Company a copy
of the proposal on or before November 15, 2021. Any shareholder who
intends to present a proposal at the 2022 annual meeting of
shareholders, but does not wish that the proposal be included in
the Company’s proxy materials, must provide notice of the
proposal to the Company in accordance with the terms of the
Company’s Bylaws no earlier than January 28, 2022 and no
later than February 27, 2022.
It is
the Company’s policy to have the members of the Board attend
the Annual Meeting, to the extent feasible. All of the members of
the Board attended the 2020 annual meeting of shareholders
virtually.
If any
shareholder wishes to send communications to the Board or to any
member of the Board, he or she may do so by sending such
communications to the Board or to the individual director in care
of The Eastern Company, 112 Bridge Street, P.O. Box 460, Naugatuck,
Connecticut 06770-0460. All such communications will be delivered
to the Board or to the individual director in strict
confidence.
FORM 10-K ANNUAL REPORT
A copy
of the Company’s Annual Report on Form 10-K as filed with the
SEC for the fiscal year ended January 2, 2021 will be furnished
without exhibits to shareholders upon written request. Exhibits to
the Form 10-K will be provided if so indicated. Direct all
inquiries to Investor Relations, The Eastern Company, 112 Bridge
Street, P.O. Box 460, Naugatuck, Connecticut 06770-0460. Form 10-K
is also available on the Company’s website at www.easterncompany.com.
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