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PROPOSAL 1 ELECTION OF DIRECTORS |
The Corporate Governance and Nominating Committee is currently comprised of Directors Madere (Chairperson), Christodolou, Gokcen, and
Lindsey, each of whom has been determined to be independent by the Board of Directors under the listing standards adopted by the New York Stock Exchange. During fiscal 2022, the Corporate Governance and Nominating Committee held four meetings and
acted pursuant to a unanimous written consent on one occasion.
Related Party Transactions
The Board of Directors has adopted a written policy regarding the review, approval or ratification of related party transactions. Under
the policy, all such related party transactions must be pre-approved by the Audit Committee or ratified by the Audit Committee if pre-approval is impracticable. Under
the policy, certain transactions are excluded from the definition of related party transaction, including (i) transactions available to all employees generally, (ii) director and officer compensation approved by the Human Resources and
Compensation Committee and/or Board of Directors, as applicable, (iii) transactions in the ordinary course of the Companys business that are on substantially the same terms as those prevailing at the time for comparable products and
services to unrelated third parties, and (iv) certain transactions with other companies where the related partys only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 5% of that
companys shares, if the aggregate amount involved during the fiscal year does not exceed the greater of $1,000,000 or 2% of that companys total annual revenues. In determining whether to approve or ratify a related party transaction, the
Audit Committee will consider, among other factors, whether the terms of the transaction are fair to the Company, whether the transaction would present an improper conflict of interest for any director, officer or other related party, or whether the
transaction would impair the independence of an outside director. Any Audit Committee member who has an interest in a transaction under discussion must abstain from voting on the proposed transaction.
Compensation Discussion and Analysis
Executive Summary.
Compensation Philosophy and Overview. The overall goal of the
Companys compensation policy is to maximize stockholder value by attracting, retaining and motivating the executive officers who are critical to the Companys long-term success. The Boards Human Resources and Compensation Committee
(the Committee) believes that executive compensation should be designed to promote both the short-term and long-term goals of the Company. Accordingly, an important component of the Committees compensation philosophy is to closely
align the financial interests of the Companys executive officers with those of the Companys stockholders.
In order to
implement its compensation philosophy, the Committee has determined that the total compensation program for executive officers should consist of the following components:
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Base salaries to reflect responsibility, experience, tenure and performance of key executives, as well as the labor
market for key executive positions; |
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Annual cash incentive awards to reward performance against short-term corporate, business unit and/or individual
objectives; |
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Long-term equity incentive compensation to emphasize longer-term strategic objectives and align the interests of
executives with those of stockholders; and |
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Other benefits as appropriate to be competitive in the marketplace. |
Fiscal 2022 Business Highlights.
Fiscal 2022 was a memorable year in which the Company achieved record revenues while its employees demonstrated impressive agility, resilience, and creativity in uncertain times. The Company persevered through inflationary headwinds and
supply chain challenges by effectively managing pricing, improving operating performance, and committing to an innovation-driven strategy fully focused on customer-first solutions. In fiscal 2022, more employees returned to visiting customers and
collaborating in person to wholly embody the Companys clear and compelling mission: to provide powerful irrigation, infrastructure, and industrial technology solutions that conserve natural resources, expand our worlds potential, and
enhance the quality of life for people around the world. Key highlights from fiscal 2022 include:
The Company achieved significant
revenue and earnings growth. The Company reached an all-time high for full-year revenues, as total revenues for fiscal 2022 were $770.7 million, an increase of $203.1 million, or 36 percent,
compared to $567.6 million in the prior fiscal year. Net earnings for fiscal 2022 were $65.5 million, or $5.94 per diluted
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