1.
|
To
elect nine directors to serve until the 2011 Annual Meeting of
Stockholders;
|
2.
|
To
ratify the appointment of Ernst & Young LLP as SEACOR’s independent
registered public accounting firm for the fiscal year ending December 31,
2010; and
|
3.
|
To
transact such other business as may properly come before the Meeting and
any adjournments thereof.
|
·
|
obtaining
appropriate insurance coverage;
|
·
|
implementing
measures designed to ensure the highest standard of safety for personnel,
the environment and property in performing the Company’s operations;
and
|
·
|
evaluating
and identifying risk related to the Company’s capital structure, in light
of a rigorous assessment of its business
activities.
|
Name and Address of Beneficial Owner
(1)
|
Amount and Nature
of Beneficial Ownership (2)
|
Percentage
of Class
|
||||
Charles
Fabrikant (3)
|
1,159,954
|
5.12
|
% | |||
Randall
Blank (4)
|
93,284
|
*
|
||||
Pierre
de Demandolx (5)
|
33,500
|
*
|
||||
Dick
Fagerstal (6)
|
63,572
|
*
|
||||
Richard
Fairbanks (7)
|
50,500
|
*
|
||||
John
Gellert (8)
|
186,241
|
*
|
||||
Michael
Gellert (9)
|
243,358
|
1.07
|
% | |||
John
C. Hadjipateras (10)
|
35,500
|
*
|
||||
Oivind
Lorentzen (11)
|
37,500
|
*
|
||||
Andrew
R. Morse (12)
|
53,031
|
*
|
||||
Christopher
Regan (13)
|
19,095
|
*
|
||||
Paul
L. Robinson (14)
|
14,409
|
|||||
Richard
Ryan (15)
|
37,023
|
*
|
||||
Stephen
Stamas (16)
|
20,375
|
*
|
||||
Steven
Webster (17)
|
34,587
|
*
|
||||
Steven
J. Wisch (18)
|
31,100
|
*
|
||||
Kensico
Capital Management Corporation (19)
|
2,005,840
|
8.85
|
% | |||
55
Railroad Avenue, 2nd Floor
Greenwich,
CT 06830
|
||||||
Baron
Capital Group, Inc. (20)
|
1,843,342
|
8.13
|
% | |||
767
Fifth Avenue, 49th
Floor
New
York, New York 10153
|
||||||
BlackRock,
Inc. (21)
|
1,717,252
|
7.58
|
% | |||
40
East 52nd
Street
New
York, NY 10022
|
||||||
Wellington
Management Company, LLP (22
|
1,149,042
|
5.07
|
% | |||
75
State Street
Boston,
MA 02109
|
||||||
All
director nominees and executive officers as a group (16
persons)
|
2,113,029
|
9.32
|
% |
*
|
Less
than 1.0%.
|
(1)
|
Unless
otherwise indicated, the address of each of the persons whose name appears
in the table above is: c/o SEACOR Holdings Inc., 2200 Eller Drive,
P.O. Box 13038, Fort Lauderdale, Florida
33316.
|
(2)
|
The
information contained in the table above reflects “beneficial ownership”
of the Common Stock within the meaning of Rule 13d-3 under the
Exchange Act. Unless otherwise indicated, all shares of Common Stock are
held directly with sole voting and dispositive power. Beneficial ownership
information reflected in the table above includes shares of Common Stock
issuable upon the exercise of outstanding stock options that are
exercisable or will become exercisable within 60 days after the date
of this Proxy Statement.
|
(3)
|
Includes
502,536 shares of Common Stock that Mr. Fabrikant may be deemed to
own through his interest in, and control of, (i) Fabrikant
International Corporation (“FIC”), of which he is President, the record
owner of 372,727 shares of Common Stock, (ii) the E Trust, of which
he is trustee, the record owner of 3,789 shares of Common Stock,
(iii) the H Trust, of which he is trustee, the record owner of 3,789
shares of Common Stock, (iv) VSS Holding Corporation (“VSS
Holdings”), of which he is President and sole stockholder, the record
owner of 103,236 shares of Common Stock, and (v) 18,995 shares of Common
Stock owned by his mother over which he has discretion. Also includes
129,200 shares of restricted stock over which Mr. Fabrikant exercises
sole voting power and 225,000 shares of Common Stock issuable upon the
exercise of outstanding stock options that are
exercisable.
|
(4)
|
Includes
8,422 shares of restricted stock over which Mr. Blank exercises sole
voting power and 40,000 shares of Common Stock issuable upon the exercise
of outstanding stock options that are exercisable or will become
exercisable within 60 days.
|
(5)
|
Includes
30,000 shares of Common Stock issuable upon the exercise of outstanding
stock options that are exercisable or will become exercisable within
60 days.
|
(6)
|
Includes
10,640 shares of restricted stock over which Mr. Fagerstal exercises
sole voting power and 28,000 shares of Common Stock issuable upon the
exercise of outstanding stock options that are exercisable or will become
exercisable within 60 days.
|
(7)
|
Includes
17,500 shares of Common Stock of which Mr. Fairbanks may be deemed to own
through a trust of which he is a trustee and 30,000 shares of Common Stock
issuable upon the exercise of outstanding stock options that are
exercisable or will become exercisable within
60 days.
|
(8)
|
Includes
49,400 shares of restricted stock over which Mr. Gellert exercises
sole voting power and 97,000 shares of Common Stock issuable upon the
exercise of outstanding stock options that are exercisable or will become
exercisable within 60 days.
|
(9)
|
Includes
120,000 shares of Common Stock owned by Windcrest Partners, of which Mr.
Gellert is one of two general partners, 28,952 shares of Common Stock
owned by his wife and 30,000 shares of Common Stock issuable upon the
exercise of outstanding stock options that are exercisable or will become
exercisable within 60 days.
|
(10)
|
Includes
2,000 shares of Common Stock that Mr. Hadjipateras may be deemed to
own through a trust held for his children of which he is the trustee and
27,000 shares of Common Stock issuable upon the exercise of outstanding
stock options that are exercisable or will become exercisable within
60 days.
|
(11)
|
Includes
24,000 shares of Common Stock issuable upon the exercise of outstanding
stock options that are exercisable or will become exercisable within
60 days.
|
(12)
|
Includes
27,000 shares of Common Stock issuable upon the exercise of options that
are exercisable or will become exercisable within
60 days.
|
(13)
|
Includes
5,095 shares of Common Stock that Mr. Regan may be deemed to own
through a trust held for his children and 12,000 shares of Common Stock
issuable upon the exercise of options that are exercisable or will become
exercisable within 60 days.
|
(14)
|
Includes
8,700 shares of restricted stock over which Mr. Robinson exercises sole
voting power and 4,700 shares of Common Stock issuable upon the exercise
of outstanding stock options that are exercisable or will become
exercisable within 60 days.
|
(15)
|
Includes
9,640 shares of restricted stock over which Mr. Ryan exercises sole voting
power and 20,500 shares of Common Stock issuable upon the exercise of
outstanding stock options that are exercisable or will become exercisable
within 60 days.
|
(16)
|
Includes
18,000 shares of Common Stock issuable upon the exercise of options that
are exercisable or will become exercisable within 60
days.
|
(17)
|
Includes
12,000 shares of Common Stock issuable upon the exercise of options that
are exercisable or will become exercisable within
60 days.
|
(18)
|
Includes
18,000 shares of Common Stock issuable upon the exercise of options that
are exercisable or will become exercisable within
60 days.
|
(19)
|
According
to a Schedule 13G amendment filed jointly on February 16, 2010 by
Kensico Capital Management Corporation (“Kensico”), Michael Lowenstein
(“Mr. Lowenstein”) and Thomas J. Coleman (“Mr. Coleman”), these shares of
Common Stock are held for the accounts of Kensico Partners, L.P., Kensico
Associates, Kensico Offshore Fund, Ltd., and Kensico Offshore Fund II.
Kensico, Mr. Lowenstein and Mr. Coleman have shared voting and dispositive
power as to all such shares of Common
Stock.
|
(20)
|
According
to a Schedule 13G amendment filed jointly on February 4, 2010, by
Baron Capital Group, Inc. (“BCG”), Bamco, Inc. (“Bamco”), Baron Capital
Management, Inc. (“BCM”) and Ronald Baron (“Mr. Baron”), the filers are
collectively the beneficial owners of more than 5% of the outstanding
Common Stock. BCG and Mr. Baron have shared voting power with respect to
1,723,342 shares of Common Stock and shared dispositive power with respect
to 1,843,342 shares of Common Stock. Bamco has shared voting power with
respect to 1,637,800 shares of Common Stock and shared dispositive power
with respect to 1,752,800 shares of Common Stock. BCM has shared voting
power with respect to 85,542 shares of Common Stock and shared dispositive
power with respect to 90,542 shares of Common
Stock.
|
(21)
|
According
to a Schedule 13G amendment filed on January 29, 2010 by BlackRock, Inc.
(“BlackRock”), BlackRock has sole dispositive power and sole voting power
with respect to all such shares of Common
Stock.
|
(22)
|
According
to a Schedule 13G filed on February 12, 2010 by Wellington Management
Company, LLP (“Wellington”), Wellington has shared voting power with
respect to 528,357 shares of Common Stock and shared dispositive power
with respect to 1,149,042 shares of Common Stock. Wellington serves as an
investment advisor and for purposes of the reporting requirements of the
Exchange Act may be deemed to beneficially own 1,149,042 shares of Common
Stock.
|
·
|
chairs
executive sessions of Board meetings, which include meetings to evaluate
and review the performance of the Chief Executive
Officer;
|
·
|
acts
as Chairman for any Board meetings when the Chairman is not
present;
|
·
|
confers
with the Chairman and serves as a liaison between the independent
directors (who also have direct and complete access to the Chairman) and
the Chairman as appropriate, including the provision of consolidated
feedback from executive sessions of the independent
directors;
|
·
|
acts
on behalf of the Company to communicate corporate governance matters to
the Company’s Stockholders; and
|
·
|
together
with the Chairman of the Nominating and Corporate Governance Committee,
presides over the Board’s
self-evaluation.
|
·
|
experience
investing in and/or guiding complex businesses as an executive leader or
as an investment professional within an industry or area of importance to
the Company;
|
·
|
proven
judgment and competence, substantial accomplishments, and prior or current
association with institutions noted for their
excellence;
|
·
|
complementary
professional skills and experience addressing the complex issues facing a
multifaceted international
organization;
|
·
|
an
understanding of the Company’s businesses and the environment in which the
Company operates; and
|
·
|
diversity
as to business experiences, educational and professional backgrounds and
ethnicity.
|
Name
|
Age
|
Position
|
Director
Since
|
|||
Charles
Fabrikant
|
65
|
Chairman
of the Board of Directors, President and
Chief
Executive Officer
|
December
1989
|
|||
Pierre
de Demandolx (2)
|
69
|
Director
|
April
1994
|
|||
Richard
Fairbanks (2)(3)
|
69
|
Director
|
April
1993
|
|||
John
C. Hadjipateras (1)(2)
|
59
|
Director
|
July
2000
|
|||
Oivind
Lorentzen (2)(3)
|
59
|
Lead
Director
|
August
2001
|
|||
Andrew
R. Morse (1)(2)
|
64
|
Director
|
June
1998
|
|||
Christopher
Regan (1)
|
55
|
Director
|
September
2005
|
|||
Steven
Webster
|
58
|
Director
|
September
2005
|
|||
Steven
J. Wisch (2)(3)
|
48
|
Director
|
August
2003
|
(1)
|
Member
of the Compensation Committee.
|
(2)
|
Member
of the Nominating and Corporate Governance
Committee.
|
(3)
|
Member
of the Audit Committee.
|
Name
|
Fees
earned or
paid
in cash
(4)
|
Stock
Awards
(5)
|
Option
Awards
(6)
|
Total
|
||||||||||||
($)
|
($)
|
($)
|
($)
|
|||||||||||||
Pierre
de Demandolx (2)(7)
|
76,000 | 35,870 | 93,926 | 205,796 | ||||||||||||
Richard
Fairbanks (2)(3)(8)
|
104,000 | 35,870 | 93,926 | 234,796 | ||||||||||||
Michael
E. Gellert (9)
|
76,000 | 35,870 | 93,926 | 205,796 | ||||||||||||
John
C. Hadjipateras (1)(2)(10)
|
92,000 | 35,870 | 93,926 | 221,796 | ||||||||||||
Oivind
Lorentzen (2)(3)(11)
|
102,000 | 35,870 | 93,926 | 231,796 | ||||||||||||
Andrew
R. Morse (1)(2)(12)
|
96,000 | 35,870 | 93,926 | 225,796 | ||||||||||||
Christopher
Regan (1)(13)
|
88,000 | 35,870 | 93,926 | 217,796 | ||||||||||||
Stephen
Stamas (1)(2)(14)
|
96,000 | 35,870 | 93,926 | 225,796 | ||||||||||||
Steven
Webster (15)
|
74,000 | 35,870 | 93,926 | 203,796 | ||||||||||||
Steven
J. Wisch (2)(3)(16)
|
106,000 | 35,870 | 93,926 | 235,796 |
(1)
|
Member
of the Compensation Committee.
|
(2)
|
Member
of the Nominating and Corporate Governance
Committee.
|
(3)
|
Member
of the Audit Committee.
|
(4)
|
Non-employee
directors were paid at an annual rate of $52,000 and received $4,000 for
every Board and Committee meeting attended in person and $2,000 for each
meeting attended by telephone. During 2009, Mr. Morse elected to defer
$48,000 of compensation in the Company’s Non-Qualified Deferred
Compensation Program.
|
(5)
|
On
May 13, 2009, all ten non-employee directors were granted 500 shares of
Common Stock (consistent with previous year). The dollar amount of stock
awards set forth in this column is equal to the grant date fair value of
such stock awards calculated in accordance with the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification Topic 718
without regard to forfeitures for stock-based compensation (Formerly FAS
123R). Discussion of the policies and assumptions used in the calculation
of grant date value are set forth in Notes 1 and 12 of the Consolidated
Financial Statements in the Company’s 2009 Annual Report to
Stockholders.
|
(6)
|
On
May 13, 2009, all ten non-employee directors were granted 3,000 options to
purchase shares of Common Stock (consistent with previous year). The
dollar amount of option awards set forth in this column is equal to grant
date fair value of such option awards calculated in accordance with FASB
ASC Topic 718 without regard to forfeitures. Discussion of the policies
and assumptions used in the calculation of the compensation cost are set
forth in Notes 1 and 12 of the Consolidated Financial Statements in the
Company’s 2009 Annual Report to
Stockholders.
|
(7)
|
As
of December 31, 2009, Mr. de Demandolx had 30,000 outstanding options to
purchase Common Stock, of which 27,000 were
exercisable.
|
(8)
|
As
of December 31, 2009, Mr. Fairbanks had 30,000 outstanding options to
purchase Common Stock, of which 27,000 were
exercisable.
|
(9)
|
As
of December 31, 2009, Mr. Gellert had 30,000 outstanding options to
purchase Common Stock, of which 27,000 were
exercisable.
|
(10)
|
As
of December 31, 2009, Mr. Hadjipateras had 27,000 outstanding options to
purchase Common Stock, of which 24,000 were
exercisable.
|
(11)
|
As
of December 31, 2009, Mr. Lorentzen had 24,000 outstanding options to
purchase Common Stock, of which 21,000 were
exercisable.
|
(12)
|
As
of December 31, 2009, Mr. Morse had 27,000 outstanding options to purchase
Common Stock, of which 24,000 were
exercisable.
|
(13)
|
As
of December 31, 2009, Mr. Regan had 12,000 outstanding options to purchase
Common Stock, of which 9,000 were
exercisable.
|
(14)
|
As
of December 31, 2009, Mr. Stamas had 21,000 outstanding options to
purchase Common Stock, of which 18,000 were
exercisable.
|
(15)
|
As
of December 31, 2009, Mr. Webster had 12,000 outstanding options to
purchase Common Stock, of which 9,000 were
exercisable.
|
(16)
|
As
of December 31, 2009, Mr. Wisch had 18,000 outstanding options to purchase
Common Stock, of which 15,000 were
exercisable.
|
·
|
identifying,
screening and reviewing individuals qualified to serve as directors and
recommending to the Board candidates for election at the Company’s Annual
Meeting of Stockholders and to fill Board
vacancies;
|
·
|
recommending
modifications, as appropriate, to the Company’s policies and procedures
for identifying and reviewing Board candidates, including policies and
procedures relating to Board candidates submitted for consideration by
stockholders;
|
·
|
reviewing
the composition of the Board as a whole, including whether the Board
reflects the appropriate balance of independence, sound judgment, business
specialization, technical skills, diversity and other desired
qualities;
|
·
|
reviewing
periodically the size of the Board and recommending any appropriate
changes;
|
·
|
overseeing
the evaluation of the Board and
management;
|
·
|
recommending
changes in director compensation;
and
|
·
|
various
governance responsibilities.
|
·
|
experience
investing in and/or guiding complex businesses as an executive leader or
as an investment professional within an industry or area of importance to
the Company;
|
·
|
proven
judgment and competence, substantial accomplishments, and prior or current
association with institutions noted for their
excellence;
|
·
|
complementary
professional skills and experience addressing the complex issues facing a
multifaceted international
organization;
|
·
|
an
understanding of the Company’s businesses and the environment in which the
Company operates; and
|
·
|
diversity
as to business experiences, educational and professional backgrounds and
ethnicity.
|
·
|
management’s
execution of the Company’s financial reporting process, including the
reporting of any material events, transactions, changes in accounting
estimates or changes in important accounting principles and any
significant issues as to adequacy of internal
controls;
|
·
|
the
selection, performance and qualifications of the Company’s independent
registered public accounting firm (including its
independence);
|
·
|
the
review of the financial reports and other financial information provided
by the Company to any governmental or regulatory body, the public or other
users thereof;
|
·
|
the
Company’s systems of internal accounting and financial controls and the
annual independent audit of the Company’s financial
statements;
|
·
|
risk
management and controls, which includes assisting management with
identifying and monitoring risks, developing effective strategies to
mitigate risk, and incorporating procedures into its strategic
decision-making (and reporting developments related thereto to the Board);
and
|
·
|
assess
processes for handling complaints relating to accounting, internal
accounting controls and auditing
matters.
|
·
|
reviewed
and discussed the audited financial statements with
management;
|
·
|
discussed
with the Company’s independent registered public accountants, Ernst &
Young LLP, the matters required to be discussed by Statements on Auditing
Standards 61, as amended (Communication with Audit Committees);
and
|
·
|
received
the written disclosures and the letter from Ernst & Young LLP as
required by PCAOB Ethics and Independence Rule 3526, Communications with
Audit Committees Concerning
Independence.
|
·
|
approves,
either on its own or in consultation with the Company’s independent
directors the compensation of the Chief Executive Officer and officers or
managers of a Business Unit or subsidiary who receive an annual base
salary of more than $300,000;
|
·
|
evaluates
the performance of the Chief Executive Officer and reports its findings to
the Board;
|
·
|
reviews,
approves and makes recommendations with respect to changes in incentive
compensation and equity-based
plans;
|
·
|
reviews
and makes recommendations with respect to director
compensation;
|
·
|
prepares
a report to be included in the Company’s annual proxy statement;
and
|
·
|
prepares
an annual performance
self-evaluation.
|
|
(i)
|
the
Company’s results and projections for the current fiscal
year;
|
|
(ii)
|
the
performance of the Company’s executive
officers;
|
|
(iii)
|
the
CEO’s recommendations of bonus compensation for executive officers and pay
levels for other officers and key managers for the following
year;
|
|
(i)
|
market
comparisons for cash and equity
compensation;
|
|
(ii)
|
the
potential for future roles within the
Company;
|
|
(iii)
|
the
risk in not retaining an
individual;
|
|
(iv)
|
total
compensation levels before and after the recommended compensation amounts;
and
|
|
(v)
|
compensation
summaries for each senior executive that total the dollar value of all
compensation-related programs, including salary, annual incentive
compensation, long-term compensation, deferred compensation, retention
payments and other benefits.
|
·
|
a
3% year-over-year increase in consolidated revenues to $1.7
billion;
|
·
|
a
6% year-over-year increase in book value per
share;
|
·
|
a
31% year-over-year increase in cash and near cash1 to $857.8
million;
|
·
|
a
15% year-over-year decrease in outstanding debt to $792.7 million;
and
|
·
|
an
8% year-over-year decrease in debt to capital (from 37% in 2008 to 29% in
2009).
|
·
|
stockholder
returns on equity on both a before and after-tax
basis;
|
·
|
operating
cash flow for the Company and its business units as a percentage of assets
and equity;
|
·
|
performance
of the Company’s investment
portfolio;
|
·
|
returns
on operating assets;
|
·
|
cash
generated relative to cost of
replacement;
|
·
|
quality
of the asset base;
|
·
|
results
of trading assets;
|
·
|
tax
strategies and cash retention;
|
·
|
financing
activity;
|
·
|
degree
of risk inherent in the balance sheet;
and
|
·
|
effective
use of finance strategies.
|
|
(i)
|
the
Company’s results and projections for the current fiscal
year;
|
|
(ii)
|
conditions
in the job market;
|
|
(iii)
|
job
performance;
|
|
(iv)
|
industry
conditions and market compensation levels,
generally;
|
|
(v)
|
potential
for future growth roles within the Company;
and
|
|
(vi)
|
the
risk in not retaining an
individual.
|
|
(i)
|
formal
retirement program or severance
plans;
|
|
(ii)
|
supplemental
employee retirement program;
|
|
(iii)
|
employment
agreements or pre-committed
bonuses;
|
|
(iv)
|
gross
up provisions; or
|
|
(v)
|
non-ordinary
course benefit plans;
|
|
(i)
|
leadership
experience and conservative management philosophy, which has proven
prescient in light of the current global economic
crisis;
|
|
(ii)
|
professional
experience, communication skills and unique combination of business and
legal background;
|
|
(iii)
|
deal-making
and transactional skills, particularly his experience with international
business transactions;
|
|
(iv)
|
familiarity
with sophisticated capital markets and broad asset
classes;
|
|
(v)
|
experience
in developing a wide variety of businesses and related operations,
particularly in the shipping, inland, offshore and energy industries;
and
|
|
(vi)
|
ability
to lead, teach and train others.
|
·
|
a
3% year-over-year increase in consolidated revenues to $1.7
billion;
|
·
|
a
6% year-over-year increase in book value per
share;
|
·
|
a
31% year-over-year increase in cash and near cash5 to $857.8
million;
|
·
|
a
15% year-over-year decrease in outstanding debt to $792.7 million;
and
|
·
|
an
8% year-over-year decrease in debt to capital (from 37% in 2008 to 29% in
2009).
|
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Awards
(2)
|
Option
Awards
(2)
|
All
Other
Compensation
|
Total
|
|||||||||||||||||||
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||
Charles
Fabrikant (3)(4)
|
||||||||||||||||||||||||||
Chairman
of the
|
2009
|
700,000 | 2,800,000 | 2,266,000 | 681,743 | 36,024 | 6,483,767 | |||||||||||||||||||
Board,
President
|
2008
|
700,000 | 3,500,000 | 4,462,650 | 675,269 | 82,548 | 9,420,467 | |||||||||||||||||||
and
Chief Executive
|
2007
|
700,000 | 4,000,000 | 3,940,800 | 807,150 | 62,510 | 9,510,460 | |||||||||||||||||||
Officer
|
||||||||||||||||||||||||||
Richard
Ryan (5)
|
||||||||||||||||||||||||||
Senior
Vice President and
|
2009
|
350,000 | 270,000 | 186,945 | 227,248 | 10,115 | 1,044,308 | |||||||||||||||||||
Chief
Financial Officer
|
2008
|
350,000 | 300,000 | 332,325 | 225,090 | 13,384 | 1,220,799 | |||||||||||||||||||
2007
|
335,000 | 300,000 | 295,560 | 269,050 | 19,327 | 1,218,937 | ||||||||||||||||||||
Dick
Fagerstal (6)
|
||||||||||||||||||||||||||
Senior
Vice President for
|
2009
|
335,000 | 270,000 | 215,270 | 227,248 | 8,808 | 1,056,326 | |||||||||||||||||||
Finance
and Corporate
|
2008
|
335,000 | 265,000 | 379,800 | 225,090 | 10,228 | 1,215,118 | |||||||||||||||||||
Development
|
2007
|
335,000 | 275,000 | 295,560 | 269,050 | 12,631 | 1,187,241 | |||||||||||||||||||
John
Gellert (7)
|
||||||||||||||||||||||||||
Senior
Vice President
|
2009
|
365,000 | 750,000 | 963,050 | 681,743 | 13,724 | 2,773,517 | |||||||||||||||||||
2008
|
365,000 | 1,250,000 | 1,424,250 | 675,269 | 33,917 | 3,748,436 | ||||||||||||||||||||
2007
|
365,000 | 1,300,000 | 1,280,760 | 807,150 | 14,830 | 3,767,740 | ||||||||||||||||||||
Paul
Robinson (8)
|
||||||||||||||||||||||||||
Senior
Vice President,
|
2009
|
350,000 | 270,000 | 169,950 | 79,537 | 8,808 | 878,295 | |||||||||||||||||||
General
Counsel and
|
2008
|
350,000 | 300,000 | - | - | 12,667 | 662,667 | |||||||||||||||||||
Secretary
|
2007
|
72,917 | 150,000 | 488,510 | 248,000 | 4,920 | 964,347 | |||||||||||||||||||
(1)
|
Sixty
percent (60%) of the bonus is paid at the time of the award and the
remaining forty percent (40%) is paid in two equal annual installments
approximately one and two years after the date of the grant. Any
outstanding balance is payable upon the death, disability, qualified
retirement, termination without “cause” of the employee, or the occurrence
of a “change-in-control” of the Company; however, the outstanding balance
is generally forfeited if the employee is terminated with “cause” or
resigns without “good reason.”
|
(2)
|
The
dollar amount of restricted stock and stock options set forth in these
columns reflects the aggregate grant date fair value of restricted stock
and option awards made during 2009, 2008 and 2007 in accordance with the
FASB ASC Topic 718 without regard to forfeitures. Discussion of the
policies and assumptions used in the calculation of the grant date fair
value are set forth in Notes 1 and 12 of the Consolidated Financial
Statements in the Company’s 2009 Annual Report to
Stockholders.
|
(3)
|
Mr.
Fabrikant elected to defer $137,500 of his 2007 salary in the Company’s
Non-Qualified Deferred Compensation Plan. He also elected to defer 20% of
his 2007 bonus payable in 2008, 2009 and 2010. Mr. Fabrikant did not
elect to defer 2009 or 2008 salary or bonus in the Company’s Non-Qualified
Deferred Compensation Plan.
|
(4)
|
“All
Other Compensation” includes $28,674, $75,648 and $55,760 in 2009, 2008
and 2007, respectively, of interest earned on the second and third
installments of bonus payments, and $7,350, $6,900 and $6,750 in 2009,
2008 and 2007, respectively, of contributions made by the Company to match
pre-tax elective
|
(5)
|
“All
Other Compensation” includes $2,765, $6,484 and $2,216, in 2009, 2008 and
2007, respectively, of interest earned on the second and third
installments of bonus payments, and $7,350, $6,900 and $6,750 in 2009,
2008 and 2007, respectively, of contributions made by the Company to match
pre-tax elective deferral contributions (included under Salary) made under
the SEACOR Savings Plan as described in (5) above. In addition to the
foregoing, the Company reimbursed Mr. Ryan $10,361 in 2007 for school fees
for a child that had attended school in the United
Kingdom.
|
(6)
|
“All
Other Compensation” includes $2,765, $5,728 and $5,881 in 2009, 2008 and
2007, respectively, of interest earned on the second and third
installments of bonus payments, and $6,043, $4,500 and $6,750 in 2009,
2008 and 2007, respectively, of contributions made by the Company to match
pre-tax elective deferral contributions (included under Salary) made under
the SEACOR Savings Plan as described in (5)
above.
|
(7)
|
“All
Other Compensation” includes $7,681, $27,017 and $8,080 in 2009, 2008 and
2007, respectively, of interest earned on the second and third
installments of bonus payments, and $6,043, $6,900 and $6,750 in 2009,
2008 and 2007, respectively, of contributions made by the Company to match
pre-tax elective deferral contributions (included under Salary) made under
the SEACOR Savings Plan as described in (5)
above.
|
(8)
|
“All
Other Compensation” includes $2,765, $6,484 and $4,920 in 2009, 2008 and
2007, respectively, of interest earned on the second and third
installments of bonus payments, and $6,043 and $6,183 in 2009, and 2008,
respectively, of contributions made by the Company to match pre-tax
elective deferral contributions (included under Salary) made under the
SEACOR Savings Plan as described in (5) above. Mr. Robinson’s $150,000
signing bonus was paid in one lump sum in
2007.
|
Name
|
Approval
Date
|
Grant
Date
|
All
Other Stock Awards: Number of Shares of Stock or Units
(1) (4)
|
All
Other Option Awards: Number of Securities Underlying Options
(2) (5)
|
Exercise
or Base Price of Option Awards
|
Market
Price on Grant Date
|
Grant
Date Fair Value of Stock and Option Awards
(3)
|
|||||||||||||||||
(#) | (#) |
($)
|
($)
|
($)
|
||||||||||||||||||||
Charles
Fabrikant
|
3/4/2009
|
3/4/2009
|
40,000 | 56.65 | 2,266,000 | |||||||||||||||||||
Chairman
of the Board,
|
3/4/2009
|
3/4/2009
|
7,500 | 56.65 | 56.65 | 133,749 | ||||||||||||||||||
President
and Chief
|
3/4/2009
|
6/4/2009
|
7,500 | 77.95 | 77.95 | 191,378 | ||||||||||||||||||
Executive
Officer
|
3/4/2009
|
9/4/2009
|
7,500 | 75.56 | 75.56 | 179,891 | ||||||||||||||||||
3/4/2009
|
12/4/2009
|
7,500 | 74.67 | 74.67 | 176,725 | |||||||||||||||||||
Richard
Ryan
|
3/4/2009
|
3/4/2009
|
3,300 | 56.65 | 186,945 | |||||||||||||||||||
Senior
Vice President and
|
3/4/2009
|
3/4/2009
|
2,500 | 56.65 | 56.65 | 44,583 | ||||||||||||||||||
Chief
Financial Officer
|
3/4/2009
|
6/4/2009
|
2,500 | 77.95 | 77.95 | 63,793 | ||||||||||||||||||
3/4/2009
|
9/4/2009
|
2,500 | 75.56 | 75.56 | 59,964 | |||||||||||||||||||
3/4/2009
|
12/4/2009
|
2,500 | 74.67 | 74.67 | 58,908 | |||||||||||||||||||
Dick
Fagerstal
|
3/4/2009
|
3/4/2009
|
3,800 | 56.65 | 215,270 | |||||||||||||||||||
Senior
Vice President
|
3/4/2009
|
3/4/2009
|
2,500 | 56.65 | 56.65 | 44,583 | ||||||||||||||||||
for
Finance and
|
3/4/2009
|
6/4/2009
|
2,500 | 77.95 | 77.95 | 63,793 | ||||||||||||||||||
Corporate
Development
|
3/4/2009
|
9/4/2009
|
2,500 | 75.56 | 75.56 | 59,964 | ||||||||||||||||||
3/4/2009
|
12/4/2009
|
2,500 | 74.67 | 74.67 | 58,908 | |||||||||||||||||||
John
Gellert
|
3/4/2009
|
3/4/2009
|
17,000 | 56.65 | 963,050 | |||||||||||||||||||
Senior
Vice President
|
3/4/2009
|
3/4/2009
|
7,500 | 56.65 | 56.65 | 133,749 | ||||||||||||||||||
3/4/2009
|
6/4/2009
|
7,500 | 77.95 | 77.95 | 191,378 | |||||||||||||||||||
3/4/2009
|
9/4/2009
|
7,500 | 75.56 | 75.56 | 179,891 | |||||||||||||||||||
3/4/2009
|
12/4/2009
|
7,500 | 74.67 | 74.67 | 176,725 | |||||||||||||||||||
Paul
Robinson
|
3/4/2009
|
3/4/2009
|
3,000 | 56.65 | 169,950 | |||||||||||||||||||
Senior
Vice President,
|
3/4/2009
|
3/4/2009
|
875 | 56.65 | 56.65 | 15,604 | ||||||||||||||||||
General
Counsel and
|
3/4/2009
|
6/4/2009
|
875 | 77.95 | 77.95 | 22,328 | ||||||||||||||||||
Secretary
|
3/4/2009
|
9/4/2009
|
875 | 75.56 | 75.56 | 20,987 | ||||||||||||||||||
3/4/2009
|
12/4/2009
|
875 | 74.67 | 74.67 | 20,618 | |||||||||||||||||||
|
|
(1)
|
The
amounts set forth in this column reflect the number of shares of
restricted stock granted in March 2009. The Company generally provides
restricted stock awards that vest in five equal annual installments
commencing approximately one year after the date of the award. Restricted
stock awards vest immediately upon the death, disability, qualified
retirement, termination of the employee by the Company “without cause,” or
the occurrence of a “change-in-control” of the Company. If cash dividends
are paid by the Company, holders of restricted stock are entitled to
receive such dividends whether or not the shares of restricted stock have
vested.
|
(2)
|
Options
granted are exercisable in 20% annual increments beginning on March 4,
2010. The options are priced in four equal installments over a one-year
period, with the first such installment being priced on the date of grant
at an exercise price equal to the market price on that date and the
remaining installments being priced quarterly thereafter at a price equal
to the closing market price of Common Stock on the date of the pricing.
Options not yet exercisable become immediately exercisable upon the death,
disability, qualified retirement, termination of the employee by the
Company “without cause,” or the occurrence of a “change-in-control” of the
Company.
|
(3)
|
The
dollar amount of restricted stock and stock options set forth in these
columns reflects the aggregate grant date fair value of restricted stock
and option awards made during 2009, 2008 and 2007 in accordance with the
FASB ASC Topic 718 without regard to forfeitures. Discussion of the
policies and assumptions used in the calculation of the grant date fair
value are set forth in Notes 1 and 12 of the Consolidated Financial
Statements in the Company’s 2009 Annual Report to
Stockholders.
|
(4)
|
Excludes
restricted stock granted on March 4, 2010, with respect to 2009
compensation as follows: Mr. Fabrikant – 48,000 shares; Mr. Ryan – 3,600
shares; Mr. Fagerstal – 4,000 shares; Mr. Gellert – 20,000 shares; and Mr.
Robinson – 3,300 shares.
|
(5)
|
Excludes
stock options granted on March 4, 2010, with respect to 2009 compensation
as follows: Mr. Fabrikant - 30,000 shares; Mr. Ryan – 10,000 shares; Mr.
Fagerstal – 12,000 shares; Mr. Gellert – 35,000 shares; and Mr. Robinson –
10,000 shares. One fourth of such options are exercisable at $79.53 and
the exercise price of the remainder will be determined based on the
closing market price of Common Stock at each of three, six and nine months
after the grant date.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(Exercisable)
|
Number
of
Securities
Underlying
Unexercised
Options
(Unexercisable)
(1)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of Shares or Units of Stock that Have Not Vested
|
Market
Value of Shares or Units that Have Not Vested (2)
|
||||||||||||||
(#) | (#) |
($)
|
($)
|
(#) |
($)
|
|||||||||||||||
Charles
Fabrikant
|
25,000 | - | 52.25 |
2/14//2011
|
32,900 | (3) | 2,508,625 | |||||||||||||
Chairman
of the
|
50,000 | - | 41.33 |
12/11/2011
|
30,900 | (4) | 2,356,125 | |||||||||||||
Board,
President
|
7,500 | - | 41.60 |
1/15/2013
|
24,900 | (5) | 1,898,625 | |||||||||||||
and
Chief
|
7,500 | - | 34.58 |
1/15/2013
|
17,400 | (6) | 1,326,750 | |||||||||||||
Executive
Officer
|
7,500 | - | 36.20 |
1/15/2013
|
8,000 | (7) | 610,000 | |||||||||||||
7,500 | - | 39.11 |
1/15/2013
|
|||||||||||||||||
7,500 | - | 43.05 |
2/25/2014
|
|||||||||||||||||
7,500 | - | 40.04 |
2/25/2014
|
|||||||||||||||||
7,500 | - | 43.34 |
2/25/2014
|
|||||||||||||||||
7,500 | - | 53.58 |
2/25/2014
|
|||||||||||||||||
6,000 | 1,500 | (8) | 65.74 |
3/11/2015
|
||||||||||||||||
6,000 | 1,500 | (8) | 54.78 |
3/11/2015
|
||||||||||||||||
6,000 | 1,500 | (8) | 70.20 |
3/11/2015
|
||||||||||||||||
6,000 | 1,500 | (8) | 66.51 |
3/11/2015
|
||||||||||||||||
4,500 | 3,000 | (9) | 73.20 |
3/2/2016
|
||||||||||||||||
4,500 | 3,000 | (9) | 83.59 |
3/2/2016
|
||||||||||||||||
4,500 | 3,000 | (9) | 87.42 |
3/2/2016
|
||||||||||||||||
4,500 | 3,000 | (9) | 94.45 |
3/2/2016
|
||||||||||||||||
3,000 | 4,500 | (10) | 95.45 |
3/4/2017
|
||||||||||||||||
3,000 | 4,500 | (10) | 94.36 |
3/4/2017
|
||||||||||||||||
3,000 | 4,500 | (10) | 87.80 |
3/4/2017
|
||||||||||||||||
3,000 | 4,500 | (10) | 90.57 |
3/4/2017
|
||||||||||||||||
1,500 | 6,000 | (11) | 94.95 |
3/4/2018
|
||||||||||||||||
1,500 | 6,000 | (11) | 88.50 |
3/4/2018
|
||||||||||||||||
1,500 | 6,000 | (11) | 82.70 |
3/4/2018
|
||||||||||||||||
1,500 | 6,000 | (11) | 59.00 |
3/4/2018
|
||||||||||||||||
- | 7,500 | (12) | 56.65 |
3/4/2019
|
||||||||||||||||
- | 7,500 | (12) | 77.95 |
3/4/2019
|
||||||||||||||||
- | 7,500 | (12) | 75.56 |
3/4/2019
|
||||||||||||||||
- | 7,500 | (12) | 74.67 |
3/4/2019
|
||||||||||||||||
Richard
Ryan
|
- | 125 | (8) | 65.74 |
3/11/2015
|
2,360 | (3) | 179,950 | ||||||||||||
Senior
Vice President
|
- | 125 | (8) | 54.78 |
3/11/2015
|
2,160 | (4) | 164,700 | ||||||||||||
and
Chief Financial
|
- | 125 | (8) | 70.20 |
3/11/2015
|
1,860 | (5) | 141,825 | ||||||||||||
Officer
|
- | 125 | (8) | 66.51 |
3/11/2015
|
1,360 | (6) | 103,700 | ||||||||||||
1,500 | 1,000 | (9) | 73.20 |
3/2/2016
|
660 | (7) | 50,325 | |||||||||||||
1,500 | 1,000 | (9) | 83.59 |
3/2/2016
|
||||||||||||||||
1,500 | 1,000 | (9) | 87.42 |
3/2/2016
|
||||||||||||||||
1,500 | 1,000 | (9) | 94.45 |
3/2/2016
|
||||||||||||||||
1,000 | 1,500 | (10) | 95.45 |
3/4/2017
|
||||||||||||||||
1,000 | 1,500 | (10) | 94.36 |
3/4/2017
|
||||||||||||||||
1,000 | 1,500 | (10) | 87.80 |
3/4/2017
|
||||||||||||||||
1,000 | 1,500 | (10) | 90.57 |
3/4/2017
|
||||||||||||||||
500 | 2,000 | (11) | 94.95 |
3/4/2018
|
||||||||||||||||
500 | 2,000 | (11) | 88.50 |
3/4/2018
|
||||||||||||||||
500 | 2,000 | (11) | 82.70 |
3/4/2018
|
||||||||||||||||
500 | 2,000 | (11) | 59.00 |
3/4/2018
|
||||||||||||||||
- | 2,500 | (12) | 56.65 |
3/4/2019
|
||||||||||||||||
- | 2,500 | (12) | 77.95 |
3/4/2019
|
||||||||||||||||
- | 2,500 | (12) | 75.56 |
3/4/2019
|
||||||||||||||||
- | 2,500 | (12) | 74.67 |
3/4/2019
|
||||||||||||||||
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (Exercisable)
|
Number
of Securities
Underlying
Unexercised
Options
(Unexercisable)
(1)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of Shares or Units of Stock that Have Not Vested
|
Market
Value
of
Shares or
Units
that Have
Not
Vested (2)
|
||||||||||||||
(#) | (#) |
($)
|
($)
|
(#) |
($)
|
|||||||||||||||
Dick
Fagerstal
|
500 | - | 41.60 |
1/15/2013
|
2,660 | (3) | 202,825 | |||||||||||||
Senior
Vice President
|
500 | - | 34.58 |
1/15/2013
|
2,360 | (4) | 179,950 | |||||||||||||
for
Finance and
|
500 | - | 36.20 |
1/15/2013
|
1,960 | (5) | 149,450 | |||||||||||||
Corporate
Development
|
500 | - | 39.11 |
1/15/2013
|
1,560 | (6) | 118,950 | |||||||||||||
500 | - | 43.05 |
2/25/2014
|
760 | (7) | 57,950 | ||||||||||||||
500 | - | 40.04 |
2/25/2014
|
|||||||||||||||||
500 | - | 43.34 |
2/25/2014
|
|||||||||||||||||
500 | - | 53.58 |
2/25/2014
|
|||||||||||||||||
1,000 | 500 | (8) | 65.74 |
3/11/2015
|
||||||||||||||||
1,000 | 500 | (8) | 54.78 |
3/11/2015
|
||||||||||||||||
1,000 | 500 | (8) | 70.20 |
3/11/2015
|
||||||||||||||||
1,000 | 500 | (8) | 66.51 |
3/11/2015
|
||||||||||||||||
1,000 | 1,000 | (9) | 73.20 |
3/2/2016
|
||||||||||||||||
1,000 | 1,000 | (9) | 83.59 |
3/2/2016
|
||||||||||||||||
1,000 | 1,000 | (9) | 87.42 |
3/2/2016
|
||||||||||||||||
1,000 | 1,000 | (9) | 94.45 |
3/2/2016
|
||||||||||||||||
1,000 | 1,500 | (10) | 95.45 |
3/4/2017
|
||||||||||||||||
1,000 | 1,500 | (10) | 94.36 |
3/4/2017
|
||||||||||||||||
1,000 | 1,500 | (10) | 87.80 |
3/4/2017
|
||||||||||||||||
1,000 | 1,500 | (10) | 90.57 |
3/4/2017
|
||||||||||||||||
500 | 2,000 | (11) | 94.95 |
3/4/2018
|
||||||||||||||||
500 | 2,000 | (11) | 88.50 |
3/4/2018
|
||||||||||||||||
500 | 2,000 | (11) | 82.70 |
3/4/2018
|
||||||||||||||||
500 | 2,000 | (11) | 59.00 |
3/4/2018
|
||||||||||||||||
- | 2,500 | (12) | 56.65 |
3/4/2019
|
||||||||||||||||
- | 2,500 | (12) | 77.95 |
3/4/2019
|
||||||||||||||||
- | 2,500 | (12) | 75.56 |
3/4/2019
|
||||||||||||||||
- | 2,500 | (12) | 74.67 |
3/4/2019
|
||||||||||||||||
John
Gellert
|
2,000 | - | 41.33 |
12/11/2011
|
11,200 | (3) | 854,000 | |||||||||||||
Senior
Vice President
|
2,500 | - | 41.60 |
1/15/2013
|
10,800 | (4) | 823,500 | |||||||||||||
2,500 | - | 34.58 |
1/15/2013
|
8,800 | (5) | 671,000 | ||||||||||||||
2,500 | - | 36.29 |
1/15/2013
|
6,400 | (6) | 488,000 | ||||||||||||||
2,500 | - | 39.49 |
1/15/2013
|
3,400 | (7) | 259,250 | ||||||||||||||
2,500 | - | 43.05 |
2/25/2014
|
|||||||||||||||||
2,500 | - | 40.04 |
2/25/2014
|
|||||||||||||||||
2,500 | - | 43.34 |
2/25/2014
|
|||||||||||||||||
2,500 | - | 53.58 |
2/25/2014
|
|||||||||||||||||
3,000 | 750 | (8) | 65.74 |
3/11/2015
|
||||||||||||||||
3,000 | 750 | (8) | 54.78 |
3/11/2015
|
||||||||||||||||
3,000 | 750 | (8) | 70.20 |
3/11/2015
|
||||||||||||||||
3,000 | 750 | (8) | 66.51 |
3/11/2015
|
||||||||||||||||
4,500 | 3,000 | (9) | 73.20 |
3/2/2016
|
||||||||||||||||
4,500 | 3,000 | (9) | 83.59 |
3/2/2016
|
||||||||||||||||
4,500 | 3,000 | (9) | 87.42 |
3/2/2016
|
||||||||||||||||
4,500 | 3,000 | (9) | 94.45 |
3/2/2016
|
||||||||||||||||
3,000 | 4,500 | (10) | 95.45 |
3/4/2017
|
||||||||||||||||
3,000 | 4,500 | (10) | 94.36 |
3/4/2017
|
||||||||||||||||
3,000 | 4,500 | (10) | 87.80 |
3/4/2017
|
||||||||||||||||
3,000 | 4,500 | (10) | 90.57 |
3/4/2017
|
||||||||||||||||
1,500 | 6,000 | (11) | 94.95 |
3/4/2018
|
||||||||||||||||
1,500 | 6,000 | (11) | 88.50 |
3/4/2018
|
||||||||||||||||
1,500 | 6,000 | (11) | 82.70 |
3/4/2018
|
||||||||||||||||
1,500 | 6,000 | (11) | 59.00 |
3/4/2018
|
||||||||||||||||
- | 7,500 | (12) | 56.65 |
3/4/2019
|
||||||||||||||||
- | 7,500 | (12) | 77.95 |
3/4/2019
|
||||||||||||||||
- | 7,500 | (12) | 75.56 |
3/4/2019
|
||||||||||||||||
- | 7,500 | (12) | 74.67 |
3/4/2019
|
||||||||||||||||
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||
Name
|
Number
of Securities
Underlying
Unexercised
Options
(Exercisable)
|
Number
of Securities
Underlying
Unexercised
Options
(Unexercisable)
(1)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock that
Have
Not
Vested
|
Market
Value
of
Shares or
Units
that Have
Not
Vested (2)
|
||||||||||||||
(#) | (#) |
($)
|
($)
|
(#) |
($)
|
|||||||||||||||
Paul
Robinson
|
4,000 | 6,000 | 88.82 |
10/16/2017
|
600 | (3) | 45,750 | |||||||||||||
Senior
Vice President,
|
- | 875 | 56.65 |
3/4/2019
|
1,000 | (13) | 76,250 | |||||||||||||
General
Counsel and
|
- | 875 | 77.95 |
3/4/2019
|
600 | (4) | 45,750 | |||||||||||||
Secretary
|
- | 875 | 75.56 |
3/4/2019
|
1,000 | (14) | 76,250 | |||||||||||||
- | 875 | 74.67 |
3/4/2019
|
600 | (5) | 45,750 | ||||||||||||||
1,875 | - | 39.11 |
1/15/2013
|
1,000 | (15) | 76,250 | ||||||||||||||
2,500 | - | 43.05 |
2/25/2014
|
600 | (6) | 45,750 | ||||||||||||||
2,500 | - | 40.04 |
2/25/2014
|
600 | (7) | 45,750 | ||||||||||||||
2,500 | - | 43.34 |
2/25/2014
|
|||||||||||||||||
2,500 | - | 53.58 |
2/25/2014
|
|||||||||||||||||
2,000 | 500 | (8) | 65.74 |
3/11/2015
|
||||||||||||||||
2,000 | 500 | (8) | 54.78 |
3/11/2015
|
||||||||||||||||
2,000 | 500 | (8) | 70.20 |
3/11/2015
|
||||||||||||||||
2,000 | 500 | (8) | 66.51 |
3/11/2015
|
||||||||||||||||
(1)
|
Options
vest incrementally at a rate of one-fifth per
year.
|
(2)
|
The
amounts set forth in this column equal the number of shares of restricted
stock indicated multiplied by the closing price of the Company’s common
stock on December 31, 2009, which was
$76.25.
|
(3)
|
These
shares of restricted stock vested on March 4,
2010.
|
(4)
|
These
shares will vest on March 4, 2011, assuming continued employment with the
Company.
|
(5)
|
These
shares will vest on March 4, 2012, assuming continued employment with the
Company.
|
(6)
|
These
shares will vest on March 4, 2013, assuming continued employment with the
Company.
|
(7)
|
These
shares will vest on March 4, 2014, assuming continued employment with the
Company.
|
(8)
|
These
options vested on March 4, 2010.
|
(9)
|
These
options will vest in equal proportions on March 4 of 2010 and 2011,
assuming continued employment with the
Company.
|
(10)
|
These
options will vest in equal proportions on March 4 of 2010, 2011 and 2012,
assuming continued employment with the
Company.
|
(11)
|
These
options will vest in equal proportions on March 4 of 2010, 2011, 2012 and
2013, assuming continued employment with the
Company.
|
(12)
|
These
options will vest in equal proportions on March 4 of 2010, 2011, 2012,
2013 and 2014, assuming continued employment with the
Company.
|
(13)
|
These
shares will vest on October 16, 2010, assuming continued employment with
the Company.
|
(14)
|
These
shares will vest on October 16, 2011, assuming continued employment with
the Company.
|
(15)
|
These
shares will vest on October 16, 2012, assuming continued employment with
the Company.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||
Name
|
Number
of Shares
Acquired
on Exercise
|
Value
Realized on
Exercise
(1)
|
Number
of Shares
Acquired
on Vesting
|
Value
Realized on Vesting (2)
|
||||||||||||
(#) |
($)
|
(#) |
($)
|
|||||||||||||
Charles
Fabrikant
|
||||||||||||||||
Chairman
of the Board, President and Chief Executive Officer
|
52,500 | 2,348,850 | 25,500 | 1,444,575 | ||||||||||||
Richard
Ryan
|
||||||||||||||||
Senior
Vice President and
Chief
Financial Officer
|
4,492 | 114,050 | 1,900 | 107,635 | ||||||||||||
Dick
Fagerstal
|
||||||||||||||||
Senior
Vice President for Finance and
Corporate
Development
|
- | - | 2,100 | 118,965 | ||||||||||||
John
Gellert
|
||||||||||||||||
Senior
Vice President
|
- | - | 8,000 | 453,200 | ||||||||||||
Paul
Robinson
|
||||||||||||||||
Senior
Vice President, General
Counsel
and Secretary
|
- | - | 1,000 | 90,870 |
(1)
|
The
value realized on the exercise of stock options is based on the difference
between the exercise price and the market price on the date of
exercise.
|
(2)
|
The
value realized on vesting is determined by multiplying the number of
shares vesting by the market price at the close of business on the date of
vesting.
|
Name
|
Aggregate
Earnings in
Last
Fiscal Year
|
Aggregate
Withdrawals/
Distributions
in Last Fiscal Year
|
Aggregate
Balance
at Last
Fiscal
Year End
|
|||||||||
($)
|
($)
|
($)
|
||||||||||
Charles
Fabrikant
|
||||||||||||
Chairman
of the Board, President and Chief Executive Officer
|
101 | (2,471,304 | ) | - | ||||||||
Richard
Ryan
|
||||||||||||
Senior
Vice President and Chief
Financial Officer
|
- | - | - | |||||||||
Dick
Fagerstal
|
||||||||||||
Senior
Vice President for Finance and Corporate Development
|
- | - | - | |||||||||
John
Gellert
|
||||||||||||
Senior
Vice President
|
18,672 | - | 97,000 | |||||||||
Paul
Robinson
|
||||||||||||
Senior
Vice President, General Counsel
and Secretary
|
- | - | - |
Name
|
Bonus
Awards (1)
|
Option
Awards (2)
|
Stock
Awards (3)
|
Total
|
||||||||||||
($)
|
($)
|
($)
|
($)
|
|||||||||||||
Charles
Fabrikant
|
||||||||||||||||
Chairman
of the Board, President and Chief Executive
Officer
|
1,872,322 | 348,330 | 8,700,125 | 10,920,777 | ||||||||||||
Richard
Ryan
|
||||||||||||||||
Senior
Vice President and Chief Financial Officer
|
172,192 | 98,197 | 640,500 | 910,889 | ||||||||||||
Dick
Fagerstal
|
||||||||||||||||
Senior
Vice President for Finance and Corporate Development
|
165,556 | 116,110 | 709,125 | 990,791 | ||||||||||||
John
Gellert
|
||||||||||||||||
Senior
Vice President
|
566,126 | 312,503 | 3,095,750 | 3,974,379 | ||||||||||||
Paul
Robinson
|
||||||||||||||||
Senior
Vice President, General Counsel and Secretary
|
172,192 | 19,136 | 457,500 | 648,828 | ||||||||||||
(1)
|
As
described in Table I, Footnote 1, sixty percent (60%) of the bonus is paid
at the time of the award and the remaining forty percent (40%) is paid in
two equal annual installments approximately one and two years after the
date of the grant. The amount in this table represents the total of all
remaining annual installments yet to be paid as of December 31,
2009.
|
(2)
|
The
dollar amount in this column reflects the accumulated value based on the
difference between the strike prices and the closing price of Common Stock
on December 31, 2009, which was $76.25, for unvested options that would
accelerate upon the death, disability, qualified retirement, termination
without “cause” of the employee, or the occurrence of a “change in
control.” Unvested options to purchase Common Stock with strike prices
greater than $76.25 were excluded.
|
(3)
|
The
dollar amount in this column reflects the closing price of Common Stock on
December 31, 2009, which was $76.25, for unvested shares that would
accelerate upon the death, disability, qualified retirement, termination
without “cause” of the employee, or the occurrence of a “change in
control.”
|
|
(i)
|
the
Related Person’s relationship to the Company and interest in the
Transaction;
|
|
(ii)
|
the
material facts of the Transaction, including the proposed aggregate value
of such Transaction;
|
|
(iii)
|
the
materiality of the Transaction to the Related Person and the Company,
including the dollar value of the Transaction, without regard to profit or
loss;
|
|
(iv)
|
the
business purpose for and reasonableness of the Transaction, taken in the
context of the alternatives available to the Company for attaining the
purposes of the Transaction;
|
|
(v)
|
whether
the Transaction is comparable to an arrangement that could be available on
an arms-length basis and is on terms that are generally
available;
|
|
(vi)
|
whether
the Transaction is in the ordinary course of the Company’s business and
was proposed and considered in the ordinary course of business;
and
|
|
(vii)
|
the
effect of the transaction on the Company’s business and operations,
including on the Company’s internal control over financial reporting and
system of disclosure controls or
|
|
(i)
|
Use
of property, equipment or other assets owned or provided by the Company,
including aircraft, vehicles, housing and computer or telephonic
equipment, by a Related Person primarily for Company business purposes
where the value of any personal use during the course of a year is less
than $10,000;
|
|
(ii)
|
Reimbursement
of business expenses incurred by a director or executive officer of the
Company in the performance of his or her duties and approved for
reimbursement by the Company in accordance with the Company’s customary
policies and practices;
|
|
(iii)
|
Compensation
arrangements for non-employee directors for their services as such that
have been approved by the Board or a committee
thereof;
|
|
(iv)
|
Compensation
arrangements, including base pay and bonuses (whether in the form of cash
or equity awards), for employees or consultants (other than a director or
nominee for election as a director) for their services as such that have
been approved by the Committee and employee benefits regularly provided
under plans and programs generally available to employees; however,
personal benefits from the use of Company-owned or Company-provided assets
(“Perquisites”), including but not limited to personal use of
Company-owned or Company-provided aircraft and housing, not used primarily
for Company business purposes may give rise to a transaction with a
Related Person;
|
|
(v)
|
A
transaction where the rates or charges involved are determined by
competitive bids or involving the rendering of services as a common or
contract carrier, or public utility, at rates or charges fixed in
conformity with law or governmental authority;
and
|
|
(vi)
|
A
transaction involving services as a bank depository of funds, transfer
agent, registrar, trustee under a trust indenture, or similar
services.
|
2009
|
2008
|
|||||||
Audit
Fees
|
$ | 2,271,230 | $ | 2,014,935 | ||||
Audit-Related
Fees
|
100,316 | 34,598 | ||||||
Tax
Fees
|
162,949 | 174,866 | ||||||
All
Other Fees
|
50,839 | 45,853 | ||||||
Total
|
$ | 2,585,334 | $ | 2,270,252 |