UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by the Registrant
þ
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Filed
by a Party other than the
Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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þ
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
Section 240.14a-12
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DYNAMICS
RESEACH CORPORATION
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
þ
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1
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Title
of each class of securities to which transaction
applies:
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2
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Aggregate
number of securities to which transaction applies:
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3
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4
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Proposed
maximum aggregate value of transaction:
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5
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1
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Amount
Previously Paid:
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2
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Form,
Schedule or Registration Statement No.:
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3
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Filing
Party:
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Date
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NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held June 3, 2009
To the
Shareholders:
The
Annual Meeting of the shareholders of Dynamics Research Corporation will be held
at 2:00 p.m. on June 3, 2009 at the offices of Nixon Peabody LLP, 100
Summer Street, Boston, Massachusetts 02110, for the following
purposes:
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1.
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To
elect two Class I Directors to hold office until the 2012 Annual
Meeting of Shareholders.
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2.
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To
consider and act upon such other matters as may properly come before the
meeting.
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Only
shareholders of record at the close of business on April 13, 2009 will be
entitled to receive notice of and to vote at the meeting.
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By
order of the Board of Directors,
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April
14, 2009
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Richard
A. Covel
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Secretary
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IMPORTANT
Whether
or not you plan to attend the meeting in person all shareholders are urged to
promptly vote your shares either via the Internet, or if you have received a
copy of the proxy card by mail, by signing, dating, and mailing the enclosed
proxy The enclosed envelope requires no postage if mailed in the U.S.A. or
Canada. Shareholders attending the meeting may revoke their proxies and
personally vote on all matters that are considered. It is important that your
shares be voted.
TABLE OF
CONTENTS
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DYNAMICS RESEARCH
CORPORATION
60
Frontage Road
Andover,
Massachusetts 01810
PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD JUNE 3, 2009
GENERAL
The
accompanying proxy is solicited by the Board of Directors of Dynamics Research
Corporation (the “Company”) to be voted at the 2009 Annual Meeting of
Shareholders to be held on June 3, 2009.
Shares
represented by proxies in the accompanying form, if properly executed and
returned and not revoked, will be voted at the Annual Meeting. To be voted,
proxies must be filed with the Secretary prior to voting. The authority granted
by an executed proxy may be revoked at any time before it is exercised by filing
with the Secretary of the Company a written revocation or a duly executed proxy
bearing a later date or by voting in person at the Annual Meeting. Proxies will
be voted as specified by the shareholders. If no specification is made, the
proxy will be voted for the election of two Class I Directors to hold
office until the 2012 Annual Meeting of Shareholders.
Shareholders
of record at the close of business on April 13, 2009 are entitled to notice
of and to vote at the Annual Meeting. There were 9,730,029 shares of common
stock, $0.10 par value per share, outstanding as of that date, each
entitled to one vote.
INFORMATION
ABOUT PROXY MATERIALS AND VOTING
This
year, the Company has again elected to provide shareholders access to proxy
materials over the Internet. Accordingly, the Company has sent a Notice of
Internet Availability of Proxy Materials (the “Notice”) to shareholders of
record and beneficial owners. All shareholders will have the ability to access
the proxy materials on a website referred to in the Notice or request to receive
a printed set of the proxy materials. Instructions on how to access the proxy
materials over the Internet or to request a printed copy may be found on the
Notice. In addition, shareholders may request to receive proxy materials in
printed form by mail on an ongoing basis.
Shareholders
of record may vote in one of four ways:
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·
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by
internet at
www.voteproxy.com
and entering the control number found on your Notice or proxy
card;
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by
toll-free telephone by following the instructions on the Notice or proxy
card;
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by
completing and mailing your proxy card;
or
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·
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by
written ballot at the Annual Meeting. If you attend the annual
meeting, a Company representative will give shareholders of record a
ballot when they arrive. Beneficial owners may vote by
following the voting instructions sent by their broker, trustee or
nominee.
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The cost
of solicitation of proxies will be borne by the Company. Employees of the
Company may also solicit proxies by mail, telephone or personal
interview.
QUORUM
REQUIREMENT
Consistent
with state law and the Company’s by-laws, a majority of the shares entitled to
vote on a particular matter, present in person or represented by proxy,
constitutes a quorum as to such matter. Persons appointed by the Company to act
as election inspectors for the meeting will count votes cast by proxy or in
person at the Annual Meeting. If a quorum is present, the affirmative
vote of the holders of a plurality of the votes properly cast for the election
of directors at the Annual Meeting is required to elect the two nominees for
election as Class I Directors at the Annual Meeting.
The
election inspectors will count shares represented by proxies that withhold
authority to vote for the proposal or that reflect abstentions and “broker
non-votes” (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners and
(ii) the broker or nominee does not have the discretionary authority to
vote on a particular matter) only as shares that are present and entitled to
vote on the proposal for purposes of determining a quorum. Neither abstentions
nor broker non-votes have any effect on the outcome of voting on the election of
directors.
PROPOSAL
1
ELECTION OF
DIRECTORS
Direc
tor Selection Process
The
Company maintains a standing Nominating and Governance Committee, comprised
solely of independent directors who are responsible for identifying individuals
qualified to become Board of Director (“Board”) members and recommending
director nominees to the Board. This Committee periodically reviews the size and
composition of the Board and determines whether it is necessary to add or
replace directors. Nominees for directors are selected based on the criteria set
forth in the Nominating and Governance Committee section under “Board of
Directors and Committees” within this section.
Nomin
ees for Directorship
The Board
is comprised of seven members and is organized into three classes, as nearly
equal in number as possible, having staggered terms of three years each with the
term of office of one class expiring each year. The enclosed proxy will be voted
to elect two Class I Directors for a term of three years expiring at the
2012 Annual Meeting of Shareholders, or until their respective successors are
elected and qualified. If a nominee should become unavailable, proxies will be
voted for a substitute nominee designated by the Board, unless instructions are
given to the contrary. The Board has no reason to expect that the nominees will
become unavailable to serve.
The
following table sets forth for each nominee and each director whose term
continues after the meeting, his age, a brief description of his principal
occupation and business experience during the last 5 years, certain other
directorships held and how long he has been a director of the Company. Except
for Mr. Regan and Mr. Anderegg, none of the nominees or directors is
employed by the Company.
The
Board recommends a vote “FOR” the election of all nominees as Class I
Directors.
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Director
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Name,
Principal Occupation, Certain Other Directorships and Age
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Since
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Nominees
as Class I Directors — Terms Expiring in 2012
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General George T.
Babb
itt, Jr.
(U.S.A.F., retired), 66
,
retired from
BearingPoint, Inc. in 2008. He was a Managing Director in
BearingPoint’s Public Service Business from 2000 to May 31,
2008. He served in the United States Air Force from 1965 to
2000
,
most
recently as commander of the Air Force Materiel Command at
Wright-Patterson Air Force Base, Ohio.
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2004
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Lieutenant General Charles P.
Mc
Causland
(U.S.A.F., retired), 73
,
has been retired from
the United States Air Force since 1992. He served in the United States Air
Force from 1957 to 1992, most recently as Director of the Defense
Logistics Agency. Lt. General McCausland is a member of the advisory board
of the H.H. Franklin Center for Supply Chain Management, Syracuse
University. He is a director and past president of the Ontario County
Chapter of the Association for Retarded Children, which is an affiliate of
NYSARC Inc., and a trustee of the Finger Lakes Community College, both
located in Canandaigua, New York.
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2003
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Continuing
as Class II Directors — Terms Expiring in 2010
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Francis J. Aguilar,
76
,
is
Professor of Business Administration, Emeritus, Harvard University
Graduate School of Business Administration, and since 1995, Executive
Director of Management Education Alliance, a non-profit organization
dedicated to improving business education for Afro-Americans and Hispanic
Americans. Dr. Aguilar was a director and chairman of the Human
Resources and Compensation Committee of Bowater, Inc. until his retirement
in June 2005 and he is a trustee of Bentley University and Treasurer of
the New Hampshire Music Festival.
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1987
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John S. Anderegg, Jr.,
85
,
has
been Chairman, Emeritus of the Company since April 2001. Mr. Anderegg
served as Chairman of the Company from 1988 until April
2001.
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1955
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Director
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Name,
Principal Occupation, Certain Other Directorships and Age
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Since
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Nickolas Stavropoulos,
50
,
became Executive Vice
President US Gas Distribution for National Grid and was elected President,
KeySpan Energy Delivery, in June, 2004 and Executive Vice President in
April 2002. He previously served as President of KeySpan Energy
New England since April 2002, and Senior Vice President of sales and
marketing in New England since 2000. Prior to joining KeySpan,
Mr. Stavropoulos was Senior Vice President of marketing and gas
resources for Boston Gas Company. Before joining Boston Gas, he
was Executive Vice President and Chief Financial Officer for Colonial Gas
Company. In 1995, Mr. Stavropoulos was elected Executive Vice
President – Finance, Marketing and CFO, and assumed responsibility for all
of Colonial’s financial, marketing, information technology and customer
service functions. Mr. Stavropoulos was a director of Colonial
Gas Company and currently serves on the board for Enterprise Bank and
Trust Company.
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2005
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Continuing
as Class III Directors — Terms Expiring in 2011
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Kenneth F. Kames,
74
,
has
been retired from The Gillette Company since 1999. He was employed with
The Gillette Company from 1968 to 1999, most recently as Vice President of
New Business Development. Mr. Kames was a director of LAU Defense
Systems, LLC until October 2003 and of Boston Rheology, LLC until November
2003.
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1997
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James P. Regan, 68
,
has been Chief
Executive Officer of the Company since November 1999 and Chairman since
April 2001. Mr. Regan was President and Chief Executive Officer of
CVSI, Inc., an international information technology solutions and services
company, from 1997 to October 1999, and senior vice president of Litton
PRC, from 1992 to 1996. Mr. Regan also serves as a director and Vice
Chairman for the Massachusetts High Tech Council, Massachusetts Defense
Tech Initiative and Oyster Creek Preservation, Inc. and is an advisory
board member for the College of Engineering at Villanova
University..
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1999
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Board of Directors
and Committees
The Board
has an Audit Committee, a Compensation Committee and a Nominating and Governance
Committee. The Board held seven regularly scheduled meetings during 2008. In
2008, each of the directors attended 100% of the total number of meetings of the
Board except for Mr. Aguilar and Mr. Stavropoulos who each attended
85%.
Audit
Committee
.
The Audit
Committee, comprised solely of independent directors, is responsible for the
oversight of the Company's accounting and financial reporting processes and the
audits of the Company's financial statements. In discharging its duties, the
Audit Committee reviews with the independent registered public accounting firm
and management the financial statements and reports issued by the Company,
reviews the Company’s internal accounting procedures, controls and programs,
reviews any transactions that involve a potential conflict of interest, reviews
the scope of independent audit coverage and the fees charged by the independent
accountants and reviews the independence of such accountants from the Company's
management and the Company. The Audit Committee also is responsible for
selecting and engaging the Company’s independent registered public accounting
firm. The Audit Committee operates under a written charter, which was initially
adopted by the Board on April 25, 2000 and amended by the Board most
recently on October 29, 2008. A copy of the Audit Committee Charter, as amended,
is publicly available on the Company’s website at www.drc.com. The Company’s
Audit Committee consists of three members: Mr. Kames, Chairman, Lt. General
McCausland and Mr. Stavropoulos. The Audit Committee held
eight meetings during 2008. Mr. Kames and Lt. General
McCausland each attended 100% of the meetings and Mr. Stavropoulos attended
75% of the meetings. The Board has determined that each Audit Committee member
has sufficient knowledge in financial and accounting matters to serve on the
Committee. The Board has also designated Mr. Kames and
Mr. Stavropoulos as the “audit committee financial experts,” as defined
under Item 407(d)(5) of Regulation S-K, adopted in accordance with
Section 407 of the Sarbanes-Oxley Act of 2002.
Compensation
Committee
.
The Compensation
Committee is responsible for determining the compensation for the Chief
Executive Officer (“CEO”) and the Company’s other executive officers and for
administering the Company’s various stock option and other incentive plans and
determining distributions and granting awards under such plans at the executive
level. The CEO determines distributions and grants awards under such plans at
the non-executive level. The Compensation Committee operates under a written
charter, which was initially adopted by the Board on December 10, 2002 and
amended on December 10, 2003. A copy of the Compensation Committee Charter,
as amended, is publicly available on the Company’s website at www.drc.com. The
current members of the
Compensation
Committee are Dr. Aguilar, Chairman, General Babbitt and
Mr. Stavropoulos, all of whom satisfy the independence requirements of the
current listing standards of the Nasdaq Global Market. The Compensation
Committee held three meetings during 2008 in which all committee members
attended 100% of the meetings.
Nominating
and Governance Committee
.
The Nominating
and Governance Committee recommends to the Board nominees for the Board as well
as for the Board committees, reports annually to the Board on succession
planning, leads the Board in its annual review of the Board’s performance and
recommends to the Board on an ongoing basis the corporate governance guidelines
applicable to the Company. The Nominating and Governance Committee was appointed
by the Board and held three meeting in 2008 which all committee members
attended. The Board discussed governance matters at each of its seven meetings
in 2008. The Nominating and Governance Committee operates under a written
charter, which was initially adopted by the Board on December 10, 2002 and
amended on December 10, 2003. A copy of the Nominating and Governance
Committee Charter, as amended, is publicly available on the Company’s website at
www.drc.com. The current members of the Nominating and Governance Committee are
Dr. Aguilar, Chairman, Lt. General McCausland and General Babbitt, all of
whom satisfy the independence requirements of the current listing standards of
the Nasdaq Global Market.
The
Nominating and Governance Committee considers and evaluates equally candidates
proposed by shareholders, non-management directors, the CEO, other executive
officers, third-party search firms or other sources and conducts appropriate
inquiries into the backgrounds and qualifications of such candidates. Although
the Nominating and Governance Committee currently identifies candidates
primarily through networking, third-party search firms would be used if
considered necessary. Shareholders may recommend individuals to the Nominating
and Governance Committee for consideration as potential director candidates by
submitting the names and backgrounds of the proposed candidates to
Dr. Aguilar, Chairman of the Nominating and Governance Committee, in care
of Richard A. Covel, Dynamics Research Corporation, 60 Frontage Road, Andover,
Massachusetts 01810-5498. The Nominating and Governance Committee shall consider
such recommendations only if appropriate biographical information and background
material is provided.
To be
recommended by the Nominating and Governance Committee for a position on the
Company’s Board, a candidate must, at a minimum, have high standards of personal
and professional ethics, integrity and values; substantial experience at the
policy-making level in business, government, or education; expertise that is
complementary to the experience of other Board members; a willingness and
ability to devote the required amount of time to fulfill diligently the duties
and responsibilities of Board membership; and a desire to represent the balanced
best interests of the shareholders as a whole. In addition, the Nominating and
Governance Committee believes that one or more of the Company’s directors should
have expertise or experience as a military officer or a senior civil service
executive; as a senior corporate manager or operating officer; and as a public
company financial or accounting officer.
Corpor
ate Governance
The Board
has determined that a majority of the Company’s directors are independent. In
determining director independence, the Board broadly considers all relevant
facts and circumstances, including the rules of the Nasdaq Global Market. The
Board considers the issue not merely from the standpoint of a director, but also
from that of persons or organizations with which the director has an
affiliation. An independent director is free of any relationship with the
Company or its management that may impair the director’s ability to make
independent judgments. Particular attention is paid to whether a director is
independent from management and to any financial relationships that may exist
with a director or a related interest.
The
following directors have been determined by the Board to be independent after
applying the guidelines set forth above: Dr. Aguilar, General Babbitt,
Mr. Kames, Lt. General McCausland, and Mr. Stavropoulos. Each member
of the Compensation Committee, the Governance and Nominating Committee, and the
Audit Committee is independent. There are no family relationships between any
director, executive officer, or person nominated or chosen by the Company to
become a director or executive officer.
Shareholder
Communications with
Directors
Shareholders
of the Company may communicate in writing directly with the Board by submitting
to Richard A. Covel, Dynamics Research Corporation, 60 Frontage Road, Andover,
Massachusetts 01810, any such communications. Mr. Covel is primarily
responsible for monitoring the communications and providing summaries or copies
of such communications to the full Board as he deems appropriate. In general,
communications relating to corporate governance and long-term corporate strategy
will be submitted to the full Board, and communications
relating
to ordinary business affairs, personal grievances and the like may be dealt with
by Mr. Covel.
Direct
or Compensation
The table
below provides information concerning the compensation of the directors for the
Company's most recently completed fiscal year. Except as noted below, all of the
Company's directors are paid at the same rate. The differences among directors
in the table below are a function of additional compensation for chairing a
committee. In accordance with Securities and Exchange Commission (“SEC”)
regulations, grants of restricted stock are valued at the grant date fair value
computed in accordance with Statement of Financial Accounting Standards
No. 123 (Revised), “
Share-Based Payment
”
(“SFAS 123(R)”) and related interpretations. For stock options, the
SFAS 123(R) fair value per share is based on certain
assumptions. For both restricted stock and stock options we disclose
such expense ratably over the vesting period but without reduction for assumed
forfeitures (as we do for financial reporting purposes). We include in the table
below the ratable portion of grants made both in 2008 and in prior years to the
extent the vesting period for those grants fell in such year.
Each
non-employee director received an annual retainer of $28,750 in 2008. The
Chairman of each of the Audit Committee, Compensation Committee and Nominating
and Governance Committee also received an additional retainer of $10,000, $5,000
and $2,500, respectively. In addition, directors are paid a fee of $1,500 for
each day the full Board meets in excess of each year’s five regularly scheduled
meetings. Committee members are paid $1,000 for each meeting in
excess of the normally scheduled meeting which require their attendance in
person, and $500 for each teleconference meeting in excess of normally scheduled
meetings. Non-employee directors serving on the Board in May 2008
also received a grant of 2,400 restricted stock awards, which vest in equal
installments over a three-year period from the grant anniversary date. The
Company's non-employee directors do not participate in the non-equity incentive
compensation plans or retirement plans of the Company.
Non-employee
directors may elect to defer all or a portion of their fees payable to them
under the Company’s Deferred Compensation Plan for Non-Employee Directors.
Participants may also elect to receive their deferred balance in the form of
cash or restricted stock after they cease to be a director. Amounts
deferred are maintained in a separate account and for participants who elect a
cash payment, interest is credited to such account quarterly at the lowest rate
at which the Company borrowed money during each quarter or, if there was no such
borrowing, at the prime rate. The balance in a participant’s account is payable
in a lump sum or in installments when the participant ceases to be a
director.
Dr.
Aguilar elected to defer all of his compensation for 2008, and had elected to
receive his deferred compensation in the form of stock. Dr. Aguilar
elected to have the deferred amounts distributed in a single payment after he
ceases to be a director of the Company. General Babbitt deferred his
compensation in prior years and elected to have the deferred amounts distributed
in five annual installments after he ceases to be a director of the
Company.
2008 Director
Compensation
Name
|
|
Fees
Earned
or
Paid
in
Cash
(2)
|
|
|
Stock
Awards
(3)
|
|
|
Option
Awards
(4)
|
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
|
Change
in Pension
Value
and Nonqualified Deferred Compensation
Earnings
|
|
|
All
Other
Compensation
|
|
|
Total
|
|
Francis
J. Aguilar
|
|
$
|
37,750
|
|
|
$
|
31,381
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
69,131
|
|
John
S. Anderegg, Jr.
(1)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
115,872
|
|
|
$
|
115,872
|
|
General
George T. Babbitt, Jr.
|
|
$
|
30,250
|
|
|
$
|
31,381
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
61,631
|
|
Kenneth
F. Kames
|
|
$
|
40,250
|
|
|
$
|
31,381
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
71,631
|
|
Lieutenant
General Charles P. McCausland
|
|
$
|
30,250
|
|
|
$
|
31,381
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
61,631
|
|
Nickolas
Stavropoulos
|
|
$
|
30,250
|
|
|
$
|
31,381
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
61,631
|
|
(1)
|
|
Mr.
Anderegg is an employee of the Company and therefore does not receive any
fees related to his directorship on the Board. All other
compensation for Mr. Anderegg consists of a base salary of $97,500, 401(k)
contributions of $3,900 and executive medical and dental insurance
premiums of $14,472. Mr. Anderegg is also a participant in the Company’s
defined benefit pension plan. The present value of his
accumulated benefit in the pension plan was $460,971 at December 31, 2008,
a decrease of $11,311 from last year, primarily due to benefit payments of
$58,067 that Mr. Anderegg received during the year. The present
value of pension plan benefits was determined using interest rate
mortality and retirement assumptions consistent with those used in the
Company's financial statements.
|
(2)
|
|
Amounts
relate to fees earned and paid to General Babbitt, Mr. Kames, Lt. General
McCausland and Mr. Stavropoulos and amounts earned by Mr. Aguilar but
deferred and payable in the form of stock after he ceases to become
director of the Company.
|
|
|
|
(3)
|
|
Amounts
relate to ratable portion of the value of grants made in 2008 and prior
years, calculated in accordance with SFAS 123(R), to the extent the
vesting period fell in 2008. Please refer to footnote 2 to the Company's
financial statements for a discussion related to the calculation of such
value.
|
|
|
|
|
|
As
of December 31, 2008, each non-employee director held an aggregate
number of 4,800 unvested restricted stock awards. Mr. Anderegg
did not hold any unvested restricted stock awards at December 31,
2008.
|
|
|
|
(4)
|
|
All
stock option awards were fully vested prior to 2008.
|
|
|
|
|
|
As
of December 31, 2008, the aggregate number of exercisable options
held by each director was as follows: Dr. Aguilar, 15,214 options;
General Babbitt, 5,000 options; Mr. Kames, 17,000 options; Lt.
General McCausland, 5,000 options. Mr. Anderegg and
Mr. Stavropoulos did not hold any options at December 31,
2008.
|
EXECUTIVE COMPENSATION
Unless
the context requires otherwise, in this Executive Compensation section,
including the Compensation Discussion and Analysis and the tables which follow
it, references to “we,” “us,” “our” or similar terms are to Dynamics Research
Corporation and our subsidiaries.
Executive Officers
Executive
officers are elected by the Board and will hold office until the next annual
election of officers and their successors are elected and qualified, or until
their earlier resignation or removal by the Board. Executive officers and their
principal positions currently held with us are provided in the “Summary
Compensation Table.” Please refer to our Annual Report on Form 10-K under
Item 4, “Submission of Matters to a Vote of Security Holders” for a listing
of all positions and offices held by each executive officer during the past five
years.
C
OMPENSA
TION DISCUSSION AND
ANALYSIS
Compensation
Philosophy
We
provide a total compensation package that supports the accomplishment of our
objectives and of our customers by supporting the following goals:
|
·
|
attraction
of a high quality workforce
|
|
·
|
retention
of that workforce over time
|
|
·
|
motivation
of that workforce to achieve high levels of
performance
|
The
underlying foundation of our compensation system is to pay for performance at
all levels (i.e., individual, business segment, and
corporate-wide). Our programs are designed to align incentives with
the most appropriate segments of the business that the executive’s performance
can impact. In addition, the compensation system encourages and
supports the professional and technological skills development and career growth
of employees while balancing the individual’s goals and our goals.
Compensation
Objectives
|
1.
|
Our
total compensation systems and programs reinforce and support our values
and culture related to dedication, respect and continuous
improvement.
|
|
2.
|
Consistent
with a pay-for-performance orientation, we ensure effective
differentiation of pay, rewards, and recognition based on demonstrated
performance and overall contribution to the success of our
business.
|
|
·
|
Performance
evaluation at all levels considers both the results achieved (i.e.,
what
was accomplished) as well as the methods and behaviors used to achieve the
results (i.e.,
how
they
|
were
achieved). This second segment evaluates the extent to which the
results were achieved using methods, values, and team building behaviors that
are consistent with our culture and values.
|
·
|
We
maintain a disciplined approach to performance measurement that is applied
to the lowest level position up through the highest level
executive.
|
|
·
|
Each
year we accomplish our goal of having all employees including highest
level managers receive an annual performance review. This
review is used along with other factors to make compensation decisions for
each employee.
|
|
3.
|
All
elements of our direct compensation system (i.e., base salary, short-term
variable, long-term variable and the policies and practices supporting the
programs) are targeted at median competitive market levels for appropriate
industry competitor groups in which we compete for our
workforce.
|
|
·
|
Through
the use of both short-term and long-term variable compensation
alternatives, we will deliver upper quartile total compensation levels if
superior Company and individual performances are exhibited. All variable
compensation programs for executive management positions have established
threshold levels of performance and payout schedules governing the level
of payouts for different levels of performance against
goals.
|
|
·
|
While
on an overall basis, base salaries and total compensation levels are
generally targeted at competitive or median market rates, the actual rates
for individuals may vary in relation to these rates based on the
particular skill sets of an individual, the strategic and critical nature
of a position to our business, and business
affordability.
|
|
·
|
Variable
pay, where applicable, will fluctuate based on quantitative assessments of
corporate, business unit, and individual performance and will encourage
employees to act as stakeholders in achieving key business
results.
|
|
4.
|
We
offer a diversified array of benefits, covering health and welfare and
retirement savings programs that matches competitive practice for our
industry.
|
|
5.
|
We
provide ongoing training of supervisors in the best practices and
techniques for measuring and evaluating performance. Managers will be held
accountable for effective performance management, employee development,
and the creation of a rewarding work
environment.
|
|
6.
|
We
use a job evaluation system that appropriately balances internal ranking
and external competitiveness, is simple to administer, and is easy to
understand.
|
|
7.
|
We
continuously define, acknowledge and reward an individual’s acquisition of
the professional and technical skills that are important to our
success.
|
|
8.
|
We
are committed to openly communicating with all employees about our total
compensation strategy, systems, and programs, and make a wide array of
information available through our intranet site, ongoing training
programs, and focused training used each year to deliver
programs.
|
It is a
strong cultural norm of ours that the same compensation philosophy, policies,
and practices are applied to all. While there are differences in
programs for different employee groups, the differences are only created where
competitive differences exist externally, and are required to be sure that the
competitiveness of programs are maintained at all levels.
Purpose
& Strategic Fit of Executive Compensation Programs
The
following table provides a summary of the primary purpose and strategic fit of
each of the programs available to our executives. These purposes are
key considerations for any changes being proposed to programs or in the
consideration of adding additional programs. More detail for each of
these programs are provided in the descriptions following this
chart.
Program
Element
|
|
Attraction
of
New
Executives
|
|
Retention
of
Executives
|
|
Motivating
Individual
Performance
|
|
Motivation
Group/Unit
Performance
|
|
Motivating
Corporate
Performance
|
Base
Salary
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
Annual
Cash Incentive Award
(Executive
Incentive Plan)
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
2001
Executive Long-Term Incentive Plan
|
|
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
Executive
Long-Term Incentive Plan
(2007
and Future Periods)
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
Restricted
Stock Awards
(2000
Incentive Plan)
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
Defined
Benefit Pension Plan
|
|
|
|
ü
|
|
|
|
|
|
|
Senior
Management Deferred Compensation Plan
|
|
ü
|
|
ü
|
|
|
|
|
|
|
Employment
Contracts and Change of Control Agreements
|
|
ü
|
|
ü
|
|
|
|
|
|
|
Perquisites
and Other Benefits
|
|
ü
|
|
ü
|
|
|
|
|
|
|
Base
Salary
We
provide an ongoing base salary with consideration for annual salary increases
based on performance of the executive over the past year. A
competitive analysis of base salaries and total cash compensation payouts is
developed using published cross-industry surveys for companies comparable in
size to the Company.
A
performance evaluation is completed for each named executive by the Chairman and
CEO. This evaluation covers their specific operational goals and
objectives as established for each during the first quarter of each fiscal year,
as well as their performance against key company management behaviors and
values. Based on this evaluation, recommendations are developed and
presented to the Compensation Committee for review and consideration for
approval. These recommendations are subject to approval by the
Board. The salary increases granted in February 2008 for the named
executive officers averaged 3.8%. This was down from the increases
granted in February 2007 which averaged 4.0%. This change reflects
improvements in their competitive positioning within their salary
ranges.
Annual
Cash Incentive Award (Executive Incentive Plan)
This
annual award plan design is typical of annual award plans used throughout the
industry, and is designed to provide an annual incentive to maximize performance
over the current fiscal year. Each year the Board approves a target
award percentage for each executive based on competitive analysis as mentioned
above. This award target is communicated to the executive along with the agreed
upon goals for the year that are used to generate payout. For 2008,
the goals used were revenue growth (45% of total), net performance income (45%
of total) and days sales outstanding (10% of total). Mr. Regan’s
participation is based 100% on company-wide performance against these three
operational objectives. For executives of the corporate functions,
participation was based 75% on Company-wide performance against the three
operations objectives and 25% on their performance against each of their
functional financial budgets for the year. In addition, personal
performance against assigned individual objectives established during the first
quarter of each fiscal year, is part of the determination of the final
recommendation.
As part
of the same process mentioned above for determining salary increases, the
Chairman and CEO makes recommendations to the Compensation Committee each year
for payout of individual awards based on our operating performance and that of
each individual named executive against their goals. Upon approval by
the Compensation Committee, these recommendations are then presented to the
Board for review and consideration for approval. The Compensation
Committee and the Board also have the responsibility for reviewing and
approving
any
adjustments to goals or exceptions to the plan that may be recommended by the
Chairman and CEO to respond to competitive or key executive retention
issues. Based on the performance results achieved in 2008, awards
granted to the named executive officers for 2008 performance averaged 45.2% of
base salary which was 107.7% of their original target, on
average. Due to improved performance, this was up from the prior
year’s awards which averaged 33.1% of base salary. The awards approved by the
Compensation Committee and the Board reflect our consideration of Company and
individual performance against goals, as described above, during the
year.
2001
Executive Long-Term Incentive Plan
The 2001
Executive Long-Term Incentive Plan (“ELTIP”) was a one-time long-term incentive
plan approved by the Compensation Committee and Board in 2001. The
purpose of the plan was to provide both long-term performance incentive and
retention. Messrs. Regan, Keleher, Covel, and O’Brien are
participants in the plan. The plan awards include both restricted
share awards and incentive stock options. Performance goals were
established over the term of the plan. This plan provided for 100%
vesting after seven years with the opportunity for acceleration of vesting if
performance targets were achieved prior to the end of the term. This
plan became fully vested in May of 2008, and compensation tables reflect the
additional compensation to the participating individuals as a result of this
vesting. The plan terminated upon its final vesting.
Long-Term
Incentive Plan (2007 and Future Periods)
Long-term
incentive cash awards were offered for the first time beginning in April
2007. At that time, a peer group competitive sizing was completed to
benchmark competitive total long-term incentive opportunity and establish a
percentage of base salary target for long-term incentives for our eligible
executives. The companies used in that peer group comparison were:
CACI International, Inc., ManTech International Corp., Maximus, Inc., MTC
Technologies, Inc., NCI, Inc., SI International, Inc., SRA International, Inc.,
TechTeam Global, Inc. and Tyler Technologies, Inc. Restricted stock awards are
used to address a portion of that competitive long-term incentive
target, as mentioned above, and to address retention as well as incentive
performance objectives. The remaining portions (currently estimated
to be approximately 75% of the total award opportunity) are provided through
long-term cash incentives. This cash incentive opportunity will
generally have a three-year performance period with performance based on
achievement of specified corporate performance goals over the three-year
period. For one time only, the 2007 grant provided for 50% of the
cash opportunity to vest after the first two years and 50% at the end of the
third year, provided performance goals for the plan are
achieved. This one-time adjustment was done to assure a smooth
transition from the previous one-time long-term incentive plan that vested in
2008.
Under
this plan, performance goals will be reviewed annually, and adjusted as required
for the grant for that year based on updated Company goals. For the
original 2007 grant, organic revenue growth and return on invested capital were
selected as the measures of performance. These goals were continued again for
the 2008 grant. The 2009 grant was awarded with a three-year
performance period using the same performance goals as in the 2007 and 2008
grant. The 2009 grant opportunity for the named executives averaged
54% of base pay (25% to be delivered using restricted share awards and 75% to be
delivered in cash) which is unchanged from the 2007
opportunity. Recommendations for future awards will be submitted
annually by the Chairman and CEO for consideration and approval by the
Compensation Committee and the Board. When the performance period is
completed, the Compensation Committee and the Board will certify the level of
performance against the goals and will approve appropriate payments to
executives. The Compensation Committee and the Board will also have
approval responsibilities of any plan changes due to administrative or
non-recurring business transactions that may change performance goals based on
recommendations by the Chairman and CEO.
Restricted
Stock Awards (2000 Incentive Plan)
This
program is designed to reward long-term performance at all levels and to provide
retention value to the executive. Each year grants are made to
executives to fill a portion of the competitive target for total long-term
incentive compensation as determined in a peer competitive
analysis.
In 2005,
stock ownership guidelines were approved by the Board for the senior executive
group. As a result, Mr. Regan is required to maintain a level of
equity ownership with us equal to at least three times the midpoint of his base
salary range. Mr. Keleher is required to maintain a level of equity
ownership with us equal to at least one and one-half times the midpoint of his
base salary range. The other named executive officers have an additional
one-year holding restriction after vesting prior to being able to exercise
vested shares. These awards generally vest ratably over three
years. Recommendations for these grants are proposed by the Chairman
and CEO to the Compensation Committee for review and consideration for
approval. The grants are then presented to the Board for
consideration and approval. The remaining portion of long-term
incentives is provided in a long-term cash
incentive
opportunity as described above.
Defined
Benefit Pension Plan
We
currently maintain a defined benefit pension plan that has undergone significant
changes in recent years. In February 2002, the Board approved
specific retirement program changes that limited future increases in benefits
and froze the plan to new participants. These changes became
effective July 1, 2002. Then in October 2006, the Board approved a
total freeze in benefits effective as of January 1, 2007. Currently
Messrs. Regan, Keleher, O’Brien and Covel are participants in this
plan.
Senior
Management Deferred Compensation Plan
This is a
voluntary, deferred compensation plan in which executives may elect to defer a
portion of their base salary and all or a portion of their annual cash bonus
until a specified event or date. We do not make contributions to this
plan. Therefore all gains are purely a function of funds that have
been deferred and the investment performance on these funds. Election
periods are established according to statutory deadlines governing these
plans.
Employment
Contracts and Change of Control Agreements
We have
an employment agreement with Mr. Regan providing for his full-time
employment as president, CEO and a director. Mr. Regan is eligible for an
annual incentive award of up to 75% of his base salary. The agreement precludes
Mr. Regan from competing with us for one year after the cessation of his
employment. The agreement may be terminated by either party on six month’s
notice. If Mr. Regan’s employment is terminated by us other than for cause
or by Mr. Regan with good reason (unless he is covered by the change of
control agreement described below), we will continue to pay Mr. Regan’s
base salary and to provide his health and life insurance for twelve
months. Mr. Regan would be entitled to receive the portion of his
earned prorated annual incentive award and all of his unvested stock grants and
options would vest and remain exercisable for one year.
Our
change of control agreement with Mr. Regan provides him with benefits if
his employment with us is terminated, other than for cause or his disability or
death, or if he resigns for good reason within two years of any change of
control agreement we enter into. Upon such a termination, (i) we will pay
Mr. Regan an amount equal to two times his annual base salary at the rate
in effect immediately prior to the date of termination or immediately prior to
the change of control, whichever is higher, plus his target bonus compensation
for the fiscal year during which the termination of employment occurs or in
effect immediately prior to the change of control, whichever is higher;
(ii) any unvested restricted stock grants, stock options or other awards
will immediately vest and remain exercisable for the lesser of four years or
their original term; and (iii) we will continue to insure Mr. Regan
and his dependents in our life and medical insurance plans for up to two years
after termination or the date Mr. Regan is eligible to receive
substantially equivalent life and medical benefits under another
employer-provided plan. If any payment or benefit we provide under the agreement
is subject to an excise tax under Section 4999 of the Internal Revenue Code
of 1986, as amended (the “Code”), we will provide Mr. Regan with a payment
to cover such tax.
Pursuant
to the Company’s Special Severance Plan, Messrs. Keleher, Wentzell and
Covel would each be provided with benefits if their employment with us is
terminated, other than for cause or their disability or death, or if they resign
for good reason within 24 months of any change of control agreement we
enter into. Upon such a termination, (i) we will pay Mr. Keleher
eighteen months, and Messrs. Wentzell and Covel twelve months of their
current annual base salary at the rate in effect immediately prior to the date
of termination or immediately prior to the change of control, whichever is
higher, plus their target bonus compensation for the fiscal year during which
the termination of employment occurs or in effect immediately prior to the
change of control, whichever is higher; and (ii) we will continue to
provide our life and medical insurance plans or similar coverage for the same
term as their severance pay term after termination or until the date they become
eligible to receive substantially equivalent life and medical benefits under
another employer-provided plan. The Special Severance Plan agreements terminate
on January 1, 2012 or on the second anniversary of a change of
control.
Perquisites
and Other Benefits
In
addition to the compensation and benefits programs described above, named
executive officers receive certain limited perquisites and other
benefits. These include Company paid benefits for executive medical
and dental insurance plans, a supplemental executive medical insurance plan, and
401(k) contributions and, only in the case of Mr. Regan, use of a Company
vehicle, club membership dues and executive life insurance plan
premiums. These perquisites and other benefits are provided to assure
competitiveness and provide an additional
retention
incentive for these named executives. The costs associated with
providing these additional benefits are reflected in the “All Other
Compensation” column of the Summary Compensation Table.
Tax Deductibility of Executive
Compensation
Section 162(m)
of Code imposes limitations on the federal income tax deductibility of
compensation paid to our CEO and to each of our other four most highly
compensated executive officers. Under these limitations, we may deduct such
compensation only to the extent that during any fiscal year the compensation
does not exceed $1,000,000 or meets certain specified conditions (such as
certain performance-based compensation that has been approved by our
shareholders). Based on our current compensation plans and policies and proposed
regulations interpreting the Code, we and the Compensation Committee believe
that, for the near future, there is not a significant risk that we will lose any
significant tax deduction for executive compensation. Our compensation plans and
policies will be modified to ensure full deductibility of executive compensation
if we and the Compensation Committee determine that such an action is in our
best interest.
Summary
We
believe this mix of salary, potentially significant variable cash incentives for
both short-term and long-term performance, and the potential for equity
ownership in the Company motivates our management team to produce strong returns
for shareholders. We further believe this program strikes an appropriate balance
between the interests and needs of the Company in operating our business and
appropriate employee rewards based on shareholder value creation.
Report of Compensation
Committee
The
Compensation Committee has reviewed the Compensation Discussion and Analysis and
discussed that analysis with management. Based on its review and discussions
with management, the committee recommended to the Board that the Compensation
Discussion and Analysis be included in our Form 10-K for 2008 and our 2009 proxy
statement. This report is provided by the following independent directors, who
comprise the committee:
|
The
Compensation Committee of the Board of Directors
|
|
|
|
Francis
J. Aguilar, Chairman
|
|
George
T. Babbitt
|
|
Nickolas
Stavropoulos
|
Summary of
Executive Compensation
The
following sections provide a summary of cash and certain other amounts we paid
for the year ended December 31, 2008 to the named executive officers.
Except where noted, the information in the Summary Compensation Table generally
pertains to compensation to the named executive officers for the year ended
December 31, 2008. The compensation we disclose below is presented in
accordance with SEC regulations. According to those regulations we are required
in some cases to include:
|
•
|
amounts
paid in previous years;
|
|
|
|
|
•
|
amounts
that may be paid in future years, including amounts that will be paid only
upon the occurrence of certain events, such as a change in
control;
|
|
|
|
|
•
|
an
assumed value for share-based compensation equal to the fair value of the
grant as presumed under accounting regulations Such value
presumes the option will not be forfeited or exercised before the end of
its 10-year life, and the actual realization of cash from the award will
depend upon whether our stock price appreciates above its price on the
date of grant, whether the executive will continue his employment with us,
and when the executive chooses to exercise the
option; and
|
|
|
|
|
•
|
the
increase in present value of future pension payments. Such
increase is not cash compensation paid this year and the actual pension
benefits will depend upon several factors, including when the executive
retires, his compensation at retirement, and in some cases the number of
years the executive lives following his
retirement.
|
Therefore,
we encourage you to read the following tables closely. The narratives preceding
the tables and the footnotes accompanying each table are important parts of each
table. Also, we encourage you to read this section in conjunction with the
Compensation Discussion and Analysis.
Summary Compensation
The
following provides information concerning the compensation of the named
executive officers for our most recently completed fiscal year for the table
illustrated on the following page.
In the
column “Salary”, we disclose the amount of base salary earned by the named
executive officer during the fiscal year.
In the
columns “Stock Awards” and “Option Awards,” SEC regulations require us to
disclose the award of stock or options measured in dollars and calculated in
accordance with SFAS 123(R). For restricted stock, the SFAS 123(R)
fair value per share is equal to the closing price of our stock on the date of
grant. For stock options, the SFAS 123(R) fair value per share is based on
certain assumptions. For both restricted stock and stock options we disclose
such expense ratably over the vesting period but without reduction for assumed
forfeitures (as we do for financial reporting purposes). The amounts shown in
the Summary Compensation Table also include a ratable portion of each grant we
made in prior years to the extent the vesting period fell in each applicable
fiscal year. Please also refer to the second table in this Proxy Statement,
“Grants of Plan-Based Awards.”
The
“Stock Awards” column includes expense attributable to restricted stock awards
granted in each applicable fiscal year and in prior years. Restricted stock
awards generally vest ratably over three years, with the exception of awards
granted under the ELTIP which cliff-vest at seven years. Awards are conditioned
on the participant’s continued employment with the Company.
We made
no grants of stock option awards to the named executive officers in 2007 or
2006. Therefore, the “Option Award” column discloses only a portion of the
expense attributable to stock options granted in prior years. Stock option
awards generally vest ratably over three years, with the exception of awards
granted under the ELTIP which cliff-vest at seven years. Awards are conditioned
on the participant’s continued employment with the Company.
In the
column “Non-Equity Incentive Plan Compensation,” we disclose the dollar value of
all earnings for services performed during each applicable fiscal year pursuant
to awards under our Executive Incentive Plan.
In the
column “Change in Pension Value and Nonqualified Deferred Compensation
Earnings,” we disclose the sum of the dollar value of the aggregate change in
the actuarial present value of the named executive officer’s accumulated benefit
under our defined benefit pension plan in each applicable fiscal year. There
were no above-market or preferential earnings, as defined by the SEC, on
nonqualified deferred compensation otherwise this amount would be included in
this column.
In the
column “All other compensation,” we disclose the sum of the dollar value
of:
|
•
|
perquisites
and other personal benefits, or property;
|
|
|
|
|
•
|
any
life or medical insurance premiums we paid during the year for the benefit
of a named executive officer; and
|
|
|
|
|
•
|
our
contributions to the defined contribution
plan.
|
Summary
Compensation
Name
and
Principal Position
|
|
Year
|
|
Salary
|
|
|
Stock
Awards
(1)
|
|
|
Option
Awards
(2)
|
|
|
Non-Equity
Incentive
Plan
Compensation
(3)
|
|
|
Change
in Pension
Value
and Nonqualified Deferred Compensation
Earnings
(4)
|
|
|
All
Other
Compensation
(5)
|
|
|
Total
|
|
James
P. Regan
|
|
2008
|
|
$
|
477,162
|
|
|
$
|
130,027
|
|
|
$
|
93,159
|
|
|
$
|
379,652
|
|
|
$
|
8,080
|
|
|
$
|
43,993
|
|
|
$
|
1,132,073
|
|
President,
Chairman and
|
|
2007
|
|
|
460,000
|
|
|
|
162,238
|
|
|
|
233,703
|
|
|
|
230,000
|
|
|
|
7,303
|
|
|
|
40,941
|
|
|
|
1,134,185
|
|
Chief
Executive Officer
|
|
2006
|
|
|
441,667
|
|
|
|
187,320
|
|
|
|
223,704
|
|
|
|
113,650
|
|
|
|
2,926
|
|
|
|
37,825
|
|
|
|
1,007,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Keleher
|
|
2008
|
|
$
|
279,441
|
|
|
$
|
50,054
|
|
|
$
|
24,842
|
|
|
$
|
125,000
|
|
|
$
|
3,896
|
|
|
$
|
23,672
|
|
|
$
|
506,905
|
|
Senior
Vice President and
|
|
2007
|
|
|
269,900
|
|
|
|
71,873
|
|
|
|
59,654
|
|
|
|
95,308
|
|
|
|
-
|
|
|
|
26,070
|
|
|
|
522,805
|
|
Chief
Financial Officer
|
|
2006
|
|
|
261,408
|
|
|
|
88,416
|
|
|
|
59,655
|
|
|
|
43,000
|
|
|
|
4,898
|
|
|
|
26,203
|
|
|
|
483,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
H. O'Brien
|
|
2008
|
|
$
|
210,417
|
|
|
$
|
23,498
|
|
|
$
|
18,632
|
|
|
$
|
84,698
|
|
|
$
|
25,621
|
|
|
$
|
23,971
|
|
|
$
|
386,837
|
|
Senior
Vice President and
|
|
2007
|
|
|
201,322
|
|
|
|
27,141
|
|
|
|
44,741
|
|
|
|
69,422
|
|
|
|
-
|
|
|
|
22,372
|
|
|
|
364,998
|
|
General
Manager,
|
|
2006
|
|
|
192,934
|
|
|
|
32,387
|
|
|
|
44,741
|
|
|
|
40,000
|
|
|
|
32,351
|
|
|
|
23,334
|
|
|
|
365,747
|
|
Business
Solutions and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
P. Wentzell
|
|
2008
|
|
$
|
209,132
|
|
|
$
|
23,838
|
|
|
$
|
-
|
|
|
$
|
79,100
|
|
|
$
|
-
|
|
|
$
|
22,296
|
|
|
$
|
334,366
|
|
Senior
Vice President and
|
|
2007
|
|
|
201,646
|
|
|
|
35,599
|
|
|
|
68,435
|
|
|
|
56,899
|
|
|
|
-
|
|
|
|
20,954
|
|
|
|
383,533
|
|
General
Manager,
|
|
2006
|
|
|
193,125
|
|
|
|
33,150
|
|
|
|
87,645
|
|
|
|
37,000
|
|
|
|
-
|
|
|
|
21,155
|
|
|
|
372,075
|
|
Human
Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
A. Covel
|
|
2008
|
|
$
|
222,656
|
|
|
$
|
25,964
|
|
|
$
|
20,702
|
|
|
$
|
55,957
|
|
|
$
|
2,668
|
|
|
$
|
21,418
|
|
|
$
|
349,365
|
|
Vice
President, General
|
|
2007
|
|
|
214,785
|
|
|
|
33,045
|
|
|
|
49,712
|
|
|
|
40,341
|
|
|
|
-
|
|
|
|
20,956
|
|
|
|
358,839
|
|
Counsel
and Secretary
|
|
2006
|
|
|
206,366
|
|
|
|
34,188
|
|
|
|
49,712
|
|
|
|
27,000
|
|
|
|
3,316
|
|
|
|
21,360
|
|
|
|
341,942
|
|
(1)
|
|
For
Messrs. Regan, Keleher, O’Brien and Covel, includes amounts for
grants made in 2001 as part of the ELTIP that vested during 2008, as well
as other grants made in 2005 through 2008 that vested or continued to vest
during 2008.
|
|
|
|
(2)
|
|
For
Messrs. Regan, Keleher, O’Brien and Covel, this is for a grant made
in 2001 as part of the ELTIP that vested during 2008. Please
refer to footnotes 2 and 9 of our financial statements for a discussion of
assumptions used for the calculation of the grant
values.
|
|
|
|
(3)
|
|
Represents
Executive Incentive Plan payouts for the performance period ending in 2008
that were paid in the first quarter of 2009.
|
|
|
|
(4)
|
|
Amounts
reflect the actuarial change in the present value under our qualified
pension plan, determined using interest rate, mortality, and retirement
assumptions consistent with those used in our financial statements. There
were no above-market or preferential earnings on nonqualified deferred
compensation during 2008. Messrs. Regan, Keleher, O’Brien and
Covel experienced an increase in present value due to the change in
measurement date from November 30
th
to December 31
st
in 2008, which added an additional month to the
calculation. Mr. Regan’s additional increase is due to a
benefit adjustment for employees who work beyond age
65.
|
(5)
|
|
The
amount shown as “all other compensation” includes the following
perquisites and personal benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
|
|
|
Medical
|
|
|
|
|
|
|
|
|
Company
|
|
|
Club
|
|
|
Life
|
|
|
401(k)
|
|
|
and
Dental
|
|
|
Total
Other
|
|
Name of Executive
|
|
Year
|
|
Vehicle
|
|
|
Membership
|
|
|
Insurance
|
|
|
Contributions
|
|
|
Insurance
|
|
|
Compensation
|
|
James
P. Regan
|
|
2008
|
|
$
|
8,238
|
|
|
$
|
5,485
|
|
|
$
|
6,598
|
|
|
$
|
9,200
|
|
|
$
|
14,472
|
|
|
$
|
43,993
|
|
|
|
2007
|
|
|
7,649
|
|
|
|
4,615
|
|
|
|
6,598
|
|
|
|
8,958
|
|
|
|
13,121
|
|
|
|
40,941
|
|
|
|
2006
|
|
|
7,492
|
|
|
|
4,920
|
|
|
|
3,002
|
|
|
|
9,801
|
|
|
|
12,610
|
|
|
|
37,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Keleher
|
|
2008
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
9,200
|
|
|
$
|
14,472
|
|
|
$
|
23,672
|
|
|
|
2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,000
|
|
|
|
17,070
|
|
|
|
26,070
|
|
|
|
2006
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,900
|
|
|
|
16,303
|
|
|
|
26,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
H. O'Brien
|
|
2008
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,819
|
|
|
$
|
19,152
|
|
|
$
|
23,971
|
|
|
|
2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,302
|
|
|
|
17,070
|
|
|
|
22,372
|
|
|
|
2006
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,031
|
|
|
|
16,303
|
|
|
|
23,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
P. Wentzell
|
|
2008
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
7,824
|
|
|
$
|
14,472
|
|
|
$
|
22,296
|
|
|
|
2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,833
|
|
|
|
13,121
|
|
|
|
20,954
|
|
|
|
2006
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,545
|
|
|
|
12,610
|
|
|
|
21,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
A. Covel
|
|
2008
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,946
|
|
|
$
|
14,472
|
|
|
$
|
21,418
|
|
|
|
2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,835
|
|
|
|
13,121
|
|
|
|
20,956
|
|
|
|
2006
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,750
|
|
|
|
12,610
|
|
|
|
21,360
|
|
Grants of Plan
-Based Awards
In this
table, we provide information concerning each grant of an award made to a named
executive officer in the most recently completed fiscal year. This includes
non-equity incentive plan awards granted under the Executive Incentive Plan
(“EIP”) and equity incentive restricted stock awards (“RSA”) made under the 2000
Incentive Plan. The threshold, target and maximum columns under the non-equity
incentive plan awards reflect the range of estimated payouts under the EIP. RSAs
granted to the named executive officer in 2008 were fixed, therefore the number
of awards granted is disclosed in the “target” column under the equity incentive
plan awards section. During 2008, we did not issue any stock option awards and
therefore any related columns related to stock option information have been
eliminated.
2008
Grants of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
Fair
|
|
|
|
|
|
|
|
Estimated
Future Payout Under
|
|
|
Estimated
Future Payout Under
|
|
|
Value
of
|
|
|
|
Award
|
|
Grant
|
|
Non-Equity
Incentive Plan Awards
|
|
|
Equity
Incentive Plan Awards
|
|
|
Stock
|
|
Name of Executive
|
|
Type
|
|
Date
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Awards
|
|
James
P. Regan
|
|
EIP
(1)
|
|
|
|
$
|
108,000
|
|
|
$
|
360,000
|
|
|
$
|
720,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA
(2)
|
|
3/3/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
12,000
|
|
|
|
-
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Keleher
|
|
EIP
(1)
|
|
|
|
$
|
33,728
|
|
|
$
|
112,428
|
|
|
$
|
224,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA
(2)
|
|
3/3/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
4,000
|
|
|
|
-
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
H. O'Brien
|
|
EIP
(1)
|
|
|
|
$
|
22,243
|
|
|
$
|
74,143
|
|
|
$
|
148,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA
(2)
|
|
3/3/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
2,000
|
|
|
|
-
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
P. Wentzell
|
|
EIP
(1)
|
|
|
|
$
|
22,087
|
|
|
$
|
73,623
|
|
|
$
|
147,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA
(2)
|
|
3/3/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
2,000
|
|
|
|
-
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
A. Covel
|
|
EIP
(1)
|
|
|
|
$
|
16,796
|
|
|
$
|
55,988
|
|
|
$
|
111,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA
(2)
|
|
3/3/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
2,000
|
|
|
|
-
|
|
|
$
|
10.00
|
|
(1)
|
|
EIP
information relates to awards that could have been earned in
2008. Amounts earned during 2008 and paid during the first
quarter of 2009 as described and quantified in the “Summary Compensation
Table.”
|
|
|
(2)
|
|
RSA
information relates to the restricted stock awards made in 2008 under the
2000 Incentive Plan. These awards were fixed and therefore do not provide
for a threshold or maximum
amount.
|
Option Exercises
and Stock
Vested
The
following table provides information, for the named executives, on the number of
shares acquired upon the vesting of restricted stock awards and the value
realized before payment of any applicable withholding tax and broker
commissions.
2008
Option Exercises and Stock Vested
|
|
Option
Awards
|
|
|
Stock
Awards
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
of
Shares
|
|
|
Value
|
|
|
of
Shares
|
|
|
Value
|
|
|
|
Acquired
|
|
|
Realized
|
|
|
Acquired
|
|
|
Realized
|
|
|
|
on
|
|
|
Upon
|
|
|
on
|
|
|
Upon
|
|
Name of Executive
|
|
Exercise
|
|
|
Exercise
(1)
|
|
|
Vesting
|
|
|
Vesting
(
2
)
|
|
James
P. Regan
|
|
|
50,000
|
|
|
$
|
187,000
|
|
|
|
34,333
|
|
|
$
|
351,180
|
|
David
Keleher
|
|
|
12,400
|
|
|
$
|
27,756
|
|
|
|
18,667
|
|
|
$
|
191,760
|
|
Lawrence
H. O'Brien
|
|
|
-
|
|
|
$
|
-
|
|
|
|
8,366
|
|
|
$
|
86,010
|
|
Steven
P. Wentzell
|
|
|
-
|
|
|
$
|
-
|
|
|
|
1,499
|
|
|
$
|
14,610
|
|
Richard
A. Covel
|
|
|
-
|
|
|
$
|
-
|
|
|
|
11,500
|
|
|
$
|
118,505
|
|
(1)
|
|
We
computed the aggregate dollar amount realized upon exercise by multiplying
the number of options by the difference between market value of the
underlying shares on the exercise date and the market value of the
underlying options on the grant date.
|
|
|
|
(2)
|
|
We
computed the aggregate dollar amount realized upon vesting by multiplying
the number of shares of stock by the market value of the underlying shares
on the vesting date.
|
Outstanding Equity
Awards at Fiscal
Year-End
The
following table provides information concerning unexercised options, stock that
has not vested, and equity incentive plan awards for each named executive
officer outstanding as of the end of our most recently completed fiscal year.
Each outstanding award is represented by a separate row which indicates the
number of securities underlying the award.
For
option awards, the table discloses the exercise price and the expiration date.
For stock awards, the table provides the total number of shares of stock that
have not vested and the aggregate market value of shares of stock that have not
vested.
We
computed the market value of stock awards by multiplying the closing market
price of our stock at the end of the most recently completed fiscal year by the
number of shares or units of stock or the amount of equity incentive plan
awards, respectively.
Outstanding
Equity Awards at Fiscal Year-End 2008
|
|
Option
Awards
|
|
Stock
Awards
|
|
Name of Executive
|
|
Option
Grant
Date
|
|
Number
of Securities Underlying Unexercised Options
Exercisable
|
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Stock
Award
Grant
Date
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not
Vested
(1)
|
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not
Vested
(2)
|
|
James
P. Regan
|
|
11/1/1999
|
|
|
200,000
|
|
|
$
|
4.44
|
|
11/1/2009
|
|
|
|
|
|
|
|
|
|
|
10/31/2000
|
|
|
5,350
|
|
|
$
|
8.38
|
|
10/31/2010
|
|
|
|
|
|
|
|
|
|
|
5/31/2001
|
|
|
225000
|
|
|
$
|
8.94
|
|
5/31/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/2/2006
|
|
|
3,000
|
|
|
$
|
24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/27/2007
|
|
|
6,667
|
|
|
$
|
53,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/3/2008
|
|
|
12,000
|
|
|
$
|
96,000
|
|
David
Keleher
|
|
3/9/2000
|
|
|
17,600
|
|
|
$
|
7.50
|
|
3/9/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
5/31/2001
|
|
|
60,000
|
|
|
$
|
8.94
|
|
5/31/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/2/2006
|
|
|
1,000
|
|
|
$
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/27/2007
|
|
|
2,667
|
|
|
$
|
21,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/3/2008
|
|
|
4,000
|
|
|
$
|
32,000
|
|
Lawrence
H. O'Brien
|
|
12/12/2000
|
|
|
10,000
|
|
|
$
|
8.25
|
|
12/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
5/31/2001
|
|
|
45,000
|
|
|
$
|
8.94
|
|
5/31/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/2/2006
|
|
|
500
|
|
|
$
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/27/2007
|
|
|
1,334
|
|
|
$
|
10,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/3/2008
|
|
|
2,000
|
|
|
$
|
16,000
|
|
Steven
P. Wentzell
|
|
10/12/2004
|
|
|
25,000
|
|
|
$
|
15.73
|
|
10/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/2/2006
|
|
|
834
|
|
|
$
|
6,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/27/2007
|
|
|
1,334
|
|
|
$
|
10,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/3/2008
|
|
|
2,000
|
|
|
$
|
16,000
|
|
Richard
A. Covel
|
|
12/12/2000
|
|
|
20,000
|
|
|
$
|
8.25
|
|
12/12/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
5/31/2001
|
|
|
50,000
|
|
|
$
|
8.94
|
|
5/31/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/20/2006
|
|
|
500
|
|
|
$
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/27/2007
|
|
|
1,334
|
|
|
$
|
10,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/3/2008
|
|
|
2,000
|
|
|
$
|
16,000
|
|
(1)
|
Vesting
dates of unvested restricted stock awards are as
follows:
|
|
|
Vesting
Dates
|
|
Name of Executive
|
|
2/27/2009
|
|
|
3/2/2009
|
|
|
3/3/2009
|
|
|
4/20/2009
|
|
|
2/27/2010
|
|
|
3/3/2010
|
|
|
3/3/2011
|
|
James
P. Regan
|
|
|
3,333
|
|
|
|
3,000
|
|
|
|
4,000
|
|
|
|
-
|
|
|
|
3,334
|
|
|
|
4,000
|
|
|
|
4,000
|
|
David
Keleher
|
|
|
1,333
|
|
|
|
1,000
|
|
|
|
1,333
|
|
|
|
-
|
|
|
|
1,334
|
|
|
|
1,333
|
|
|
|
1,334
|
|
Lawrence
H. O'Brien
|
|
|
667
|
|
|
|
500
|
|
|
|
666
|
|
|
|
-
|
|
|
|
667
|
|
|
|
667
|
|
|
|
667
|
|
Steven
P. Wentzell
|
|
|
667
|
|
|
|
834
|
|
|
|
666
|
|
|
|
-
|
|
|
|
667
|
|
|
|
667
|
|
|
|
667
|
|
Richard
A. Covel
|
|
|
667
|
|
|
|
500
|
|
|
|
666
|
|
|
|
500
|
|
|
|
667
|
|
|
|
667
|
|
|
|
667
|
|
(2)
|
Based
on the closing market price of our stock on the Nasdaq Global Market as of
December 31, 2008 of $8.00 per
share.
|
Pension Benefits
Our
Defined Benefit Pension Plan (“Pension Plan”) is tax-qualified and
non-contributory, covering substantially all employees, including the named
executives, who completed one year of service prior to July 1,
2002.
Effective
July 1, 2002, the Board approved specific retirement program changes that limit
future increases in benefits and froze membership in the Pension
Plan. On July 1, 2002, we calculated the accrued pension benefit for
all eligible participants. This benefit was calculated using an
employee’s final average pay and years of service. The amount of
annual retirement benefit as of June 30, 2002, was determined by a formula which
multiplied years of service by the product of 0.683% of the average of the
participant’s five highest consecutive years of compensation in the last ten
years worked (or actual number of years, if less than 5 years) plus 0.65% of
such average annual earnings which exceed Social Security covered compensation,
but not less than (a) $60 multiplied by his or her years of service or (b) the
benefit which had accrued as of December 31, 1987 under our prior retirement
program. This accrued benefit increased by 3% each year through
December 31, 2006, while the participant was employed with
us. Terminated vested employees who worked at least 1,000 hours in
the year of termination were eligible for the 3% increase. The 3%
increase was applied on the last business day of each year beginning in 2003 and
ending on December 31, 2006. A participant who has 10 or more years
of service may elect early retirement at any time between age 55 and normal
retirement age of 65, subject to reduction of the retirement benefit to reflect
the early commencement of the benefit. The only executive that
qualifies for early retirement is Mr. O’Brien.
On
October 25, 2006, our Board approved amendments to the Pension Plan which
removed the 3% annual benefit inflator for active participants in the
Pension Plan and froze each participant's calculated pension benefit as
of December 31, 2006. Effective October 1, 2007, the Board
approved plan participants, age 65 and older, to continue working at their
current schedule and be eligible to begin their full pension
payments. Plan participants who do not choose to commence pension
payments will receive an actuarial adjustment when they do decide to start
receiving benefits to reflect their delayed retirement beyond age
65.
The
following table provides information with respect to the Pension Plan for
payments or other benefits at, following, or in connection with retirement. This
does not include defined contribution plans (whether tax qualified or not).
Values reflect the actuarial present value of each named executive officer’s
accumulated benefit under the plan, computed as of December 31, 2008. In
making such calculation, we assumed that the retirement age will be the normal
retirement age as defined in the plan, or if not so defined, the earliest time
at which a participant may retire under the plan without any benefit reduction
due to age.
2008
Pension Benefits
Name of Executive
(1)
|
|
Plan Name
|
|
Number
of Years Credited
Service
(2
)
|
|
|
Present
Value
of Accumulated
Benefit
(3
)
|
|
|
Payments
During
Last
Fiscal
Year
|
|
James
P. Regan
|
|
Defined
Benefit Plan
|
|
|
9.2
|
|
|
$
|
87,000
|
|
|
$
|
-
|
|
David
Keleher
|
|
Defined
Benefit Plan
|
|
|
8.9
|
|
|
$
|
44,701
|
|
|
$
|
-
|
|
Lawrence
H. O'Brien
|
|
Defined
Benefit Plan
|
|
|
30.0
|
|
|
$
|
294,000
|
|
|
$
|
-
|
|
Richard
A. Covel
|
|
Defined
Benefit Plan
|
|
|
8.1
|
|
|
$
|
30,617
|
|
|
$
|
-
|
|
(1)
|
|
Mr.
Wentzell was not eligible to participate in the defined benefit
plan.
|
|
|
|
(2)
|
|
The
defined benefit plan allows for a maximum of thirty years of credited
service.
|
|
|
|
(3)
|
|
Present
values are based on the same assumptions as used in the 2008 year-end
financial statement except that no pre-retirement mortality is assumed.
Please refer to footnote 9 to our financial statements for a discussion of
the assumptions related to this
benefit.
|
Nonqualified Deferred
Compensation
Our
Senior Management Deferred Compensation Plan allows certain employees the
ability to annually elect to defer up to 100% of any cash incentive payments and
any salary in excess of the FICA earnings ceiling. Employee contributions are
invested in selected mutual funds held within a Rabbi Trust. A hypothetical
account is established for each participant who elects to defer and the
participant selects investment funds from a broad range
of
options. Earnings and losses on each account are determined based on the
performance of the investment funds selected by the participant. We do not
contribute to this plan.
The
following table provides information with respect to the nonqualified deferred
compensation plan. The amounts shown include compensation earned and deferred in
prior years, and earnings on such amounts.
2008
Nonqualified Deferred Compensation
Name of Executive
(1)
|
|
Executive
Contributions in
Last
FY
|
|
|
Registrant
Contributions in
Last
FY
|
|
|
Aggregate
Earnings in
Last FY
(2)
|
|
|
Aggregate
Withdrawals/
Distributions
|
|
|
Aggregate Balance at Last
FYE
|
|
James
P. Regan
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(401,753
|
)
|
|
$
|
-
|
|
|
$
|
708,764
|
|
Lawrence
H. O'Brien
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,326
|
|
|
$
|
-
|
|
|
$
|
57,204
|
|
(1)
|
|
Messrs.
Keleher, Wentzell and Covel did not participate in the deferred
compensation plan during 2008.
|
|
|
|
(2)
|
|
Amounts
represent the change in market value and interest earned at market rates
during 2008.
|
Potential
Payments Upon
Termination or Change In Control
The
following table summarizes the estimated payments to be made under each
contract, plan or agreement (collectively referred to as “contracts”) which
provides for payments to a named executive officer at, following, or in
connection with any termination of employment including by resignation,
retirement or a constructive termination of a named executive officer, or a
change of control. No contracts provide for any additional compensation or
benefits for the named executive officers in the event of termination by
disability or death. In the event Mr. Regan becomes disabled during
employment, the Company would continue to pay his base salary, less the amount
of any benefits provided through a Company-provided disability plan, and would
continue to provide health and life insurance benefits for up to six months of
disability. If Mr. Regan is unable to return to work after six months of
disability, the Company may terminate his employment. The following table does
not repeat information disclosed above under the pension benefits table, the
deferred compensation table, or the outstanding equity awards at fiscal year-end
table, except to the extent that the amount payable would be enhanced by the
termination event. For the purpose of the quantitative disclosure in the
following table, and in accordance with SEC regulations, we have assumed that
the termination took place on the last business day of our most recently
completed fiscal year.
Name of Executive
(1)
|
|
Involuntary
Not for Cause
Termination
|
|
|
Involuntary
or Good Reason Termination
(Change in
Control)
|
|
James
P. Regan
(2)
|
|
|
|
|
|
|
Severance
(3)
|
|
$
|
859,652
|
|
|
$
|
1,680,000
|
|
Accelerated
vesting of equity incentive awards
(4)
|
|
|
173,336
|
|
|
|
173,336
|
|
Other
benefits
(5)
|
|
|
21,070
|
|
|
|
254,881
|
|
Total
|
|
$
|
1,054,058
|
|
|
$
|
2,108,217
|
|
|
|
|
|
|
|
|
|
|
David
Keleher
|
|
|
|
|
|
|
|
|
Severance
(6)
|
|
$
|
-
|
|
|
$
|
534,032
|
|
Other
benefits
(7)
|
|
|
-
|
|
|
|
21,708
|
|
Total
|
|
$
|
-
|
|
|
$
|
555,740
|
|
|
|
|
|
|
|
|
|
|
Steven
P. Wentzell
|
|
|
|
|
|
|
|
|
Severance
(8)
|
|
$
|
-
|
|
|
$
|
283,973
|
|
Other
benefits
(9)
|
|
|
-
|
|
|
|
14,472
|
|
Total
|
|
$
|
-
|
|
|
$
|
298,445
|
|
|
|
|
|
|
|
|
|
|
Richard
A. Covel
|
|
|
|
|
|
|
|
|
Severance
(8)
|
|
$
|
-
|
|
|
$
|
279,941
|
|
Other
benefits
(9)
|
|
|
-
|
|
|
|
14,472
|
|
Total
|
|
$
|
-
|
|
|
$
|
294,413
|
|
(1)
|
|
Mr.
O’Brien has not entered into a change of control contract as of December
31, 2008.
|
|
|
|
(2)
|
|
For
Mr. Regan, in a voluntary or involuntary for cause termination, the
Company would only be liable for the amount Mr. Regan earned under
the Executive Incentive Plan award which was paid in the first quarter of
2009, as described and quantified in the “2008 Summary Compensation
Table”.
|
(3)
|
|
For
Mr. Regan, severance for an involuntary not for cause termination
would be equal to the sum of (i) the base salary as determined in
2008 and (ii) the Executive Incentive Plan award earned for 2008 as
mentioned in (2) above. Payments made for an involuntary not for
cause termination would be paid based on their typical pay cycle over one
year. Severance for an involuntary or good reason termination under a
change of control for Mr. Regan would be equal to the sum of
(i) two times the base salary as determined in 2008 and (ii) two
times the 2008 target Executive Incentive Plan award, as described and
quantified in the “2008 Grants of Plan-Based Awards” table. Payments made
under a change of control agreement would be paid as a lump sum within
five business days after such termination.
|
|
|
(4)
|
|
For
Mr. Regan, accelerated vesting of equity incentive awards as of
December 31, 2008 would include an aggregate of 44,000 restricted
stock awards. This realized gain is based on the Company’s year end
closing stock price of $8.00.
|
|
|
(5)
|
|
For
Mr. Regan, other benefits for an involuntary not for cause
termination would include health and life insurance premiums for twelve
months. Other benefits for an involuntary or good reason termination under
a change of control would include health and life insurance premiums for
two years plus certain tax gross-up payments. Other benefit payments would
be made under the Company’s typical pay cycle over the respective
term.
|
|
|
(6)
|
|
For
Mr. Keleher, severance for an involuntary or good reason termination
under a change of control would be equal to the sum of (i) eighteen
months of the base salary as determined in 2008 and (ii) the 2008
target Executive Incentive Plan award, as described and quantified in the
“2008 Grants of Plan-Based Awards” table. Severance payments would be paid
as a lump sum within seven business days after such
termination.
|
|
|
|
(7)
|
|
For
Mr. Keleher, other benefits for an involuntary or good reason
termination under a change of control would include health and life
insurance premiums for eighteen months. Other benefit payments would be
made under the Company’s typical pay cycle over the eighteen month
period.
|
|
|
(8)
|
|
For
Messrs. Wentzell and Covel, severance for an involuntary or good
reason termination under a change of control would be equal to the sum of
(i) twelve months of the base salary as determined in 2008 and
(ii) the 2008 target Executive Incentive Plan award, as described and
quantified in the “2008 Grants of Plan-Based Awards” table. Severance
payments would be paid as a lump sum within seven business days after such
termination.
|
|
|
(9)
|
|
For
Messrs. Wentzell and Covel, other benefits for an involuntary or good
reason termination under a change of control would include health and life
insurance premiums for twelve months. Other benefit payments would be made
under the Company’s typical pay cycle over the twelve month
period.
|
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING
FIRM
On June
4, 2008 the Audit Committee voted to engage Grant Thornton LLP (“Grant
Thornton”) as the Company’s independent registered public accounting firm. A
representative of Grant Thornton is expected to be present at the Annual Meeting
with the opportunity to make a statement if desired and to respond to
appropriate questions.
Audit and Non
-Audit Fees
The
following table presents fees for professional audit services rendered by Grant
Thornton for the audit of the Company’s consolidated financial statements as of
and for the years ended December 31, 2008 and December 31, 2007, and
fees billed for other services rendered by Grant Thornton during those periods.
The Audit Committee approved 100% of the 2008 and 2007 audit fees.
Type of Fees
|
|
2008
|
|
|
2007
|
|
Audit
Fees
|
|
$
|
688,172
|
|
|
$
|
589,664
|
|
In the
above table, in accordance with the SEC’s definitions and rules, “audit fees”
are fees the Company paid to Grant Thornton for the audit of the Company’s
annual financial statements included in the Form 10-K and review of
financial statements included in the Form 10-Qs; for the audit of the
Company’s internal control over financial reporting; and for services that are
normally provided by the auditor in connection with statutory and regulatory
filings or engagements. There were no tax or non-audit fees paid to
Grant Thornton during 2008 and 2007.
Audit Committee
Policy for Pre-approval of
Independent Accountant Services
The Audit
Committee of the Board is required to pre-approve all audit and non-audit
services provided by the Company’s independent registered public accounting firm
in order to assure that the provision of such services does not impair the
accountant’s independence. The Audit Committee has established a policy
regarding pre-approval of permissible audit, audit-related, tax and other
services provided by Grant Thornton, which services are periodically reviewed
and revised by the Committee. Unless a type of service has received general
pre-approval under the policy, the service will require specific approval by the
Audit Committee. The policy also includes pre-approved fee levels for specified
services, and any proposed service exceeding the established fee level must be
specifically approved by the Committee.
REPORT OF AUDIT
COMMITTEE OF THE BOARD OF
DIRECTORS
The Audit
Committee of the Board of Directors reviews the Company’s auditing, accounting,
financial reporting and internal control functions and selects and engages the
Company’s independent registered public accounting firm. In discharging its
duties, the Audit Committee reviews and approves the scope of the annual audit,
non-audit services to be performed by the independent registered public
accounting firm and the independent registered public accounting firm’s audit
and non-audit fees; reviews the audited financial statements to be included in
the Form 10-K for filing with the Securities and Exchange Commission
(“SEC”); meets independently with the Company’s director of internal audit,
independent registered public accounting firm and senior management; and reviews
the general scope of the Company’s accounting, financial reporting, annual audit
and internal audit programs and matters relating to internal control systems, as
well as the results of the annual audit and interim financial statements, and
auditor independence issues. The Audit Committee of the Board of Directors is
composed of three directors, each of them qualifying as independent under the
current listing standards of the Nasdaq Global Market and applicable SEC rules
and regulations. The Audit Committee operates under a written charter adopted
and amended by the Board of Directors. A copy of the Audit Committee Charter is
publicly available on the Company’s website at www.drc.com.
Prior to
commencing the 2008 integrated audit of financial statements and internal
controls, the Committee discussed with the Company’s independent accountants
Grant Thornton LLP (“Grant Thornton”) the overall scope and plans for their
audit. Upon completion of the audit, the Committee met with Grant Thornton, with
and without management present, to discuss the results of their examination,
their evaluation of the Company’s internal controls, and the overall quality of
the Company’s financial reporting.
The
Committee reviewed with management and with Grant Thornton the audited financial
statements for the year ended December 31, 2008, including footnotes as
well as management’s discussion and analysis of results of operations included
in the Form 10-K. The Committee also discussed with Grant Thornton matters
required to be discussed by Statement on Auditing Standards No. 61, as
amended, as adopted by the Public Company Accounting Oversight Board (“PCAOB”)
in Rule 3200T. The Committee has received the written disclosures and the
letter from Grant Thornton as to that firm’s independence from management and
the Company, as required by the Independence Standards Board Standard
No. 1, “Independence Discussion with Audit Committees”, as adopted by the
PCAOB in Rule 3600T, and has discussed with Grant Thornton their
independence.
Based
upon these reviews and discussions, the Committee recommended to the Board of
Directors that the audited financial statements be included in the
Form 10-K for the year ended December 31, 2008 for filing with the
SEC.
|
The
Audit Committee of the Board of Directors
|
|
|
|
Kenneth
F. Kames, Chairman
|
|
Charles
P. McCausland
|
|
Nickolas
Stavropoulos
|
STOCK OWNERSHIP
OF CERTAIN
PERSONS
Stock Ownership of Directors
and
Management
The
following table sets forth the number and the percentage of shares of the
Company’s common stock that were beneficially owned by the executive officers
named in the Summary Compensation Table, by the directors and by all current
directors and executive officers as a group as of March 31, 2009. There were no
shares of the Company’s preferred stock that was issued and outstanding as of
March 31, 2009. Except as otherwise indicated, each director or executive
officer listed below possessed sole voting and investment power with respect to
their shares.
Name of Beneficial Owner
|
|
Amount
and Nature of Beneficial
Ownership
(1)
|
|
|
|
Percent
of
Class
(2)
|
|
Francis
J. Aguilar
|
|
|
89,275
|
|
(3)
|
|
|
*
|
|
John
S. Anderegg, Jr.
|
|
|
767,728
|
|
(4)
|
|
|
7.4
|
%
|
General
George T. Babbitt Jr.
|
|
|
14,600
|
|
|
|
|
*
|
|
Kenneth
F. Kames
|
|
|
31,000
|
|
|
|
|
*
|
|
Lieutenant
General Charles P. McCausland
|
|
|
15,300
|
|
|
|
|
*
|
|
Nickolas
Stavropoulos
|
|
|
9,600
|
|
|
|
|
*
|
|
James
P. Regan
|
|
|
558,133
|
|
(5)
|
|
|
5.4
|
%
|
David
Keleher
|
|
|
113,997
|
|
|
|
|
1.1
|
%
|
Lawrence
H. O'Brien
|
|
|
64,691
|
|
|
|
|
*
|
|
Steven
P. Wentzell
|
|
|
35,558
|
|
|
|
|
*
|
|
Richard
A. Covel
|
|
|
86,808
|
|
|
|
|
*
|
|
All
Directors and Executive Officers as a Group (11 persons)
|
|
|
1,786,690
|
|
|
|
|
17.1
|
%
|
*
|
|
Less
than 1% of the outstanding shares of the Company common
stock.
|
|
|
(1)
|
|
Includes
options to acquire shares which are currently exercisable:
Dr. Aguilar, 15,214 shares; General Babbitt, 5,000 shares;
Mr. Kames, 17,000 shares; Lt. General McCausland, 5,000 shares;
Mr. Regan, 430,350 shares; Mr. Keleher, 77,600 shares;
Mr. O’Brien, 55,000 shares; Mr. Wentzell, 25,000 shares;
Mr. Covel, 70,000 shares; for a total of 700,164
shares. Messrs. Anderegg and Stavropoulos did not hold any
stock options as of March 31, 2009.
|
|
|
(2)
|
|
Outstanding
shares represent the 9,729,453 shares of the Company common stock
outstanding on March 31, 2009, plus an aggregate of 700,164 shares, as
noted above, for a total of 10,429,617 shares
outstanding.
|
|
|
(3)
|
|
Includes
11,655 shares held in a pension plan over which Dr. Aguilar has
sole voting and investment power.
|
|
|
(4)
|
|
Includes
90,300 shares held by Mr. Anderegg as custodian for his children,
84,902 shares held in the estate of his deceased spouse, of which
Mr. Anderegg is executor and 8,400 shares held by his current
spouse, as to all of which he disclaims beneficial
ownership.
|
|
|
(5)
|
|
Includes
2,000 shares held by Mr. Regan’s spouse, as to which he disclaims
beneficial ownership.
|
Stock Ownership
of Principal
Shareholders
The
following sets forth certain information concerning the principal shareholders
known to us who may be considered beneficial owners of more than 5% of the
outstanding shares of the Company common stock as of December 31,
2008.
Name of Address of Principal
Shareholders
|
|
Amount
and Nature of Beneficial
Ownership
|
|
|
|
Percent
of
Class
(1)
|
|
Heartland
Advisors, Inc.
|
|
|
1,259,158
|
|
(2)
|
|
|
13.0
|
%
|
789
North Water Street
|
|
|
|
|
|
|
|
|
|
Milwaukee,
WI 53202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rutabaga
Capital Management LLC/MA
|
|
|
938,301
|
|
(3)
|
|
|
9.7
|
%
|
64
Broad Street, 3rd Floor
|
|
|
|
|
|
|
|
|
|
Boston,
MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dimensional
Fund Advisors, Inc.
|
|
|
559,624
|
|
(4)
|
|
|
5.8
|
%
|
1299
Ocean Avenue
|
|
|
|
|
|
|
|
|
|
Santa
Monica, CA 90401
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Outstanding
shares represent the 9,674,512 shares of the Company common stock
outstanding on December 31, 2008.
|
|
|
(2)
|
|
According
to a Schedule 13G/A Heartland Advisors, Inc. (“Heartland”) filed with
the SEC on February 11, 2009, Heartland beneficially owns
1,259,158 shares of the Company’s common stock and reported shared
dispositive power of such shares with William J. Nasgovitz. Heartland
reported shared voting power of 1,202,364 shares of the Company’s
common stock with Mr. Nasgovitz in such filing.
|
|
|
(3)
|
|
According
to a Schedule 13G/A Rutabaga Capital Management (“Rutabaga”) filed
with the SEC on February 5, 2009, Rutabaga beneficially owns
938,301 shares of the Company’s common stock and reported sole
dispositive power of such shares. Rutabaga reported sole voting power of
609,101 shares of the Company’s common stock in such
filing.
|
|
|
|
(4)
|
|
According
to a Schedule 13G/A Dimensional Fund Advisors LP (“Dimensional”)
filed with the SEC on February 9, 2009, Dimensional beneficially owns
559,624 shares of the Company’s common stock and reported sole
dispositive power of such shares. Dimensional reported sole voting power
of 553,106 shares of the Company’s common stock in such
filing.
|
Equity Compensation
Plans
The
Company has four shareholder approved equity incentive plans, which are
administered by the Compensation Committee of the Board. These plans, which
include the 1993 Equity Incentive Plan, the 1995 Stock Option Plan for
Non-Employee Directors, the 2000 Incentive Plan and the 2003 Incentive Plan, are
more fully described in footnote 10 to our financial statements which are
included in our Form 10-K.
The
Company also maintains a shareholder approved 2000 Employee Stock Purchase Plan
(the “ESPP”) which is designed to give eligible employees an opportunity to
purchase common stock of the Company through accumulated payroll deductions. All
employees of the Company or designated subsidiaries who customarily work at
least 20 hours per week and do not own five percent or more of the
Company’s common stock are eligible to participate in the ESPP. Please refer to
footnote 10 to our financial statements for additional information
regarding the ESPP.
The
following table summarizes, as of December 31, 2008, the number of shares
of the Company’s common stock to be issued upon exercise of options issued under
our equity compensation plans and the number of shares of common stock remaining
available for future issuance under these plans.
Plan
Category
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
(a)
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
|
|
Number
of securities remaining available for future Issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
|
Equity
compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|
|
1993
Equity Incentive Plan
|
|
|
12,000
|
|
|
$
|
18.73
|
|
|
|
-
|
|
1995
Stock Option Plan for Non-Employee Directors
|
|
|
12,214
|
|
|
$
|
12.64
|
|
|
|
-
|
|
2000
Incentive Plan
|
|
|
664,894
|
|
|
$
|
9.35
|
|
|
|
49,804
|
|
2003
Incentive Plan
|
|
|
-
|
|
|
$
|
-
|
|
|
|
400,000
|
|
Total
equity compensation plans approved by security holders
|
|
|
689,108
|
|
|
$
|
9.57
|
|
|
|
449,804
|
|
Equity
compensation plans not approved by security holders
(1)
|
|
|
200,000
|
|
|
$
|
4.44
|
|
|
|
-
|
|
Total
|
|
|
889,108
|
|
|
$
|
8.42
|
|
|
|
449,804
|
|
(1)
|
|
In
1999, we granted Mr. Regan a non-qualified stock option to purchase
250,000 shares of our common stock. The option price was the fair
market value of the common stock at the date of grant. Twenty percent of
the options vested immediately and an additional 20% vested in each
successive year from the date of grant. The options expire ten years from
the date of grant.
|
OTHER DIRECTOR
AND EXECUTIVE OFFICER
INFORMATION
Transactions with Related
Persons
The
Company recognizes that related party transactions can present potential or
actual conflicts of interest and create the appearance that Company decisions
are based on considerations other than our best interests and our shareholders.
Therefore, all related party transactions are reviewed and approved by the Audit
Committee in accordance with the Audit Committee Charter. During 2008, there
were no related party transactions that were reviewed by the Audit
Committee.
Section 16(a
) Beneficial Ownership
Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934 requires the Company’s directors,
executive officers and any persons who own more than 10% of the Company’s common
stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. To the Company’s knowledge, based solely on a review of
the copies of such reports furnished to the Company and written representations
that no other reports were required, all filing requirements under
Section 16(a) were complied with during 2008, except for Forms 4 for Dr.
Aguilar with respect to certain transactions. The Forms 4 were filed late
due to an administrative oversight on the part of the Company.
ADDIT
IONAL INFORMATION
Shareholder Proposals
for 2010 Annual
Meeting of Shareholders
Proposals
of shareholders submitted pursuant to Rule 14a-8 of the Securities Exchange
Act of 1934 for consideration at the 2009 Annual Meeting of Shareholders must be
received by the Company no later than December 1, 2009 in order to be
considered for inclusion in the Company’s proxy materials for that
meeting.
For
proposals that shareholders intend to present at the 2010 Annual Meeting of
Shareholders that will not be included in the Company’s proxy materials, if the
shareholder fails to notify the Company of such intent on or before
February 12, 2010, then the proxies that management solicits for the 2010
Annual Meeting will include discretionary authority to vote on the shareholder’s
proposal, if it is properly presented at the meeting.
Delivery of Documents
to Shareholders Sharing an
Address
For
shareholders that are beneficial owners, but not record holders, of the
Company’s common stock, your broker, bank or other nominee may only deliver one
copy of this proxy statement and our 2008 Annual Report to multiple shareholders
who share an address unless that nominee has received contrary instructions from
one or more of the shareholders. We will deliver promptly, upon written or oral
request, a separate copy of this proxy statement and our 2008 Annual Report to a
shareholder at a shared address to which a single copy of the documents was
delivered. A shareholder who wishes to receive a separate copy of the proxy
statement and annual report, now or in the future, should submit this request by
writing to Treasurer’s Office, Dynamics Research Corporation, 60 Frontage Road,
Andover, MA 01810-5498, or calling (800) 522-4321. Beneficial owners
sharing an address who are receiving multiple copies of proxy materials and
annual reports and who wish to receive a single copy of such materials in the
future will need to contact their broker, bank or other nominee to request that
only a single copy of each document be mailed to all shareowners at the shared
address in the future.
Other Matters
The Board
does not know of any business that will be presented to the Annual Meeting other
than that referred to in the accompanying notice. If other business properly
comes before the Annual Meeting, it is intended that the proxies will be voted
in the discretion of the persons voting the proxies unless specific instructions
to the contrary are given.
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