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2016 Proxy Statement
Age 51
Director since 2014
Director Class III*
Age 53
Director since 2014
Director Class II*
Board Committees:
Age 74
Director since 2004
Director Class *
Age 69
Director since 2003
Director Class II*
Age 79
Director since 1964
Director Class III*
Chairman Emeritus
Board Committees:
Age 52
Director since 2013
Director Class II*
Age 63
Director since 2012
Director Nominee for Class I*
Age 57
Director since 2006
Director Nominee for Class I*
Age 62
Director since 2012
Director Class III*
Age 56
Director since 2015
Director Nominee for Class I*

* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Mark R. Alexander

Senior Vice President of Campbell Soup Company, a manufacturer and marketer of branded convenience products, since 2010

President of Americas Simple Meals and Beverages, Campbell Soup Company, since 2015

Age 51 | Director since 2014 | Director Class III (term expires 2018)*

RELEVANT SKILLS AND EXPERIENCE

As President of Campbell Soup Company's largest division, Mr. Alexander brings to our Board strong leadership skills and experience in developing and executing business growth strategies. His current business responsibilities include investing in brand-building, innovation and expanded distribution, which correspond to areas of focus at our business operations. His extensive international experience with consumer branded products and his background in marketing and customer relations also provide our Board with expertise and insight as we leverage our consumer brands in the global market.

BUSINESS EXPERIENCE

  • Campbell Soup Company:
    • President of Campbell North America (2012-2015), Campbell International (2010-2012) and Asia Pacific (2006-2009)
    • Chief Customer Officer and President - North America Baking & Snacking (2009-2010)
    • Served in various marketing, sales and management roles in the United States, Canada and abroad since 1989
  • Chairman of the Board of Governors of GS1 U.S., a not-for-profit industry organization


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Keith J. Allman

Our President and Chief Executive Officer, since February 2014

Age 53 | Director since 2014 | Director Class II (term expires 2017)*

RELEVANT SKILLS AND EXPERIENCE

Mr. Allman brings to our Board strong business leadership skills, hands-on operational experience with our businesses and valuable insight into our culture. He played an integral role in developing our strategies to strengthen our brands and improve our execution, which has helped to provide the foundation for the current direction of our Company. His key leadership positions within our Company have given him deep knowledge of all aspects of our business, and he also possesses a significant understanding of, and experience with, complex operations as well as company-specific customer expertise.

BUSINESS EXPERIENCE

  • Masco Corporation:
    • Group President (2011-2014)
    • President, Delta Faucet (2007-2011)
    • Executive Vice President, Builder Cabinet Group (2004-2007)
    • Served in various management positions of increasing responsibility at Merillat Industries (1998-2003)
  • Director of Oshkosh Corporation

BOARD COMMITTEES


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Dennis W. Archer

Chairman and CEO of Dennis W. Archer PLLC and Chairman Emeritus, Dickinson Wright PLLC, a Detroit, Michigan-based law firm

Age 74 | Director since 2004 | Director Class (term expires )*

RELEVANT SKILLS AND EXPERIENCE

Mr. Archer's long and distinguished career as an attorney, judge and past president of the American Bar Association, provides our Board with specific expertise and a keen understanding of litigation and other legal matters. As a result of his two-term position as Mayor of Detroit, he has broad leadership, administrative and financial experience and is also exceptionally knowledgeable in the area of governmental relations.

BUSINESS EXPERIENCE

  • Director of TopBuild Corp since 2015
  • During the past five years, Mr. Archer served as a director of Compuware Corporation and Johnson Controls, Inc.
  • Chairman of Dickinson Wright PLLC (2002-2009)
  • Mayor of the City of Detroit, Michigan (1994-2001)
  • Associate Justice of the Michigan Supreme Court (1986-1990)
  • Chair of the Detroit Regional Chamber (2006-2007)
  • Past President of the American Bar Association and past President of the National League of Cities; Mr. Archer continues to maintain relationships with the state and local officials of the 18,000 cities, towns and villages he represented as President of the National League of Cities


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

J. Michael Losh

Chairman of the Board

Retired Chief Financial Officer and Executive Vice President of General Motors Corporation, a global automotive company

Age 69 | Director since 2003 | Director Class II (term expires 2017)*

RELEVANT SKILLS AND EXPERIENCE

Mr. Losh has strong leadership skills gained through significant executive leadership positions and through his service on boards of other publicly held companies in various industries. His current activities provide him with valuable exposure to developments in board oversight responsibilities, corporate governance, risk management, accounting and financial reporting, which enhances his service to us as Chairman of our Board. In addition, Mr. Losh has experience with and understands complex international financial transactions. He possesses substantial finance and accounting expertise gained through his experience as CFO of large organizations and through his service on other boards and audit committees.

BUSINESS EXPERIENCE

  • Director of Prologis, Aon plc, and H.B. Fuller Company
  • During the past five years, Mr. Losh served as a director of CareFusion Corporation and TRW Automotive Holdings Corp.
  • Interim Chief Financial Officer of Cardinal Health, Inc. (2004-2005)
  • Served for 36 years in various capacities at General Motors Corporation until his retirement in 2000


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Richard A. Manoogian

Chairman Emeritus since 2012

Age 79 | Director since 1964 | Director Class III (term expires 2018)*

RELEVANT SKILLS AND EXPERIENCE

Mr. Manoogian was instrumental in the dramatic growth of Masco to one of the largest manufacturers in North America of brand-name products for home improvement and new home construction. His experience in navigating our Company through various phases of its transformation and diversification provides our Board with unique and extensive knowledge of our Company's history and strategies. As a long-term leader at Masco, Mr. Manoogian possesses firsthand knowledge of our operations as well as a deep understanding of the home improvement and new home construction industries.

BUSINESS EXPERIENCE

  • Our Chairman of the Board (1985-2012)
  • Masco Corporation:
    • Executive Chairman (2007-2009)
    • Chief Executive Officer (1985-2007)
    • Elected as President in 1968, and as Vice President in 1964

BOARD COMMITTEES


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Christopher A. O'Herlihy

Vice Chairman of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2015

Age 52 | Director since 2013 | Director Class II (term expires 2017)*

RELEVANT SKILLS AND EXPERIENCE

Mr. O'Herlihy joined Illinois Tool Works Inc. in 1989 and has been promoted to various positions with increased responsibilities. In his various roles, he has acquired extensive knowledge and experience in all aspects of business, including business strategy, operations, acquisitions, emerging markets, financial performance and structure, legal matters, and human resources/talent management. His current responsibilities include developing and executing the overall corporate growth strategy. He brings to our Board strategic insight and understanding of complex business and manufacturing operations, as well as a valuable perspective of international business operations, gained through his experience with a multi-billion dollar diversified global organization.

BUSINESS EXPERIENCE

  • Illinois Tool Works Inc.:
    • Executive Vice President, with worldwide responsibility for Illinois Tool Works' Food Equipment Group (2010-2015)
    • Group President - Food Equipment Group Worldwide (2010)
    • Group President - Food Equipment Group International (2009-2010)
    • For approximately 26 years, served in various positions of increasing responsibility, including as Group President of the Polymers and Fluids Group


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Donald R. Parfet

Managing Director, Apjohn Group, LLC, a business development company, since 2000

General Partner, Apjohn Ventures Fund, Limited Partnership, a venture capital fund, since 2003

Age 63 | Director since 2012 | Director Nominee for Class I (term expires 2019)*

RELEVANT SKILLS AND EXPERIENCE

As an executive with responsibilities for numerous global businesses, Mr. Parfet brings extensive financial and operating experience to our Board, including financial and corporate staff management responsibilities and senior operational responsibilities for multiple global business units. His experience in business development and venture capital firms provides our Board with a valued perspective on growth and strategy. He is also experienced in leading strategic planning, risk assessment, human resource planning and financial planning and control. His global operating experience, strong financial background and proven leadership capabilities are especially important to our Board's consideration of product and geographic expansion and business development opportunities.

BUSINESS EXPERIENCE

  • Director of Kelly Services, Inc., Rockwell Automation, Inc. and Pronai Therapeutics, Inc.
  • Director and trustee of a number of charitable and civic organizations
  • Senior Vice President, Pharmacia Corporation, a pharmaceutical company, from which he retired in 2000
  • Served as a senior corporate officer of Pharmacia & Upjohn and The Upjohn Company, predecessors of Pharmacia Corporation


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Lisa A. Payne

Vice Chairman of Taubman Centers, Inc., a real estate investment trust (2005 - March 2016)

Age 57 | Director since 2006 | Director Nominee for Class I (term expires 2019)*

RELEVANT SKILLS AND EXPERIENCE

Ms. Payne possesses extensive financial, accounting and corporate finance expertise gained through her experience as Chief Financial Officer of Taubman Centers and as an investment banker. Her financial focus and proficiency helped guide Taubman Centers through the economic recession and increased shareholder value. She brings to our Board an understanding of growth strategy. In addition, Ms. Payne's extensive experience in real estate investment, development and acquisition gives her an informed and thorough understanding of macroeconomic factors that may impact our business.

BUSINESS EXPERIENCE

  • Director of J.C. Penney Company, Inc., Rockwell Automation, Inc. and Taubman Centers, Inc. (through March 2016)
  • Taubman Centers, Inc.:
    • Chief Financial Officer (2005-2015)
    • Executive Vice President and Chief Financial and Administrative Officer (1997-2005)
  • Investment banker, Goldman, Sachs & Co. (1987-1997)


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

John C. Plant

Retired Chairman of the Board and Chief Executive Officer of TRW Automotive Holdings Corp., a diversified automotive supplier

Age 62 | Director since 2012 | Director Class III (term expires 2018)*

RELEVANT SKILLS AND EXPERIENCE

Based on his leadership positions with multi-billion dollar diversified global companies, Mr. Plant brings to our Board strategic insight and understanding of complex operations as well as a valuable perspective of international business. He understands how to manage a company through economic cycles and major transactions. He also has a strong background in finance and extensive knowledge and experience in all aspects of business, including operations, business development matters, financial performance and structure, legal matters and human resources.

BUSINESS EXPERIENCE

  • Director of Alcoa, Inc., Jabil Circuit, Inc. and Gates Corporation, a privately held corporation
  • TRW Automotive Holdings Corp.:
    • Chairman of the Board (2011-2015)
    • President and Chief Executive Officer and Director (2003-2015)
    • Co-member of the Chief Executive Office of TRW Inc. and the President and Chief Executive Officer of the automotive business of TRW Inc. (2001-2003)
    • Vice Chairman of the Kennedy Center Corporate Fund Board
    • Director of the Automotive Safety Council


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Reginald M. Turner

Attorney and Member, Clark Hill PLC, a Detroit, Michigan-based law firm, since April 2000, and currently serves on its Executive Committee

Age 56 | Director since 2015 | Director Nominee for Class I (term expires 2019)*

RELEVANT SKILLS AND EXPERIENCE

As an accomplished litigator and legal advisor with expertise in labor and employment law and government relations, Mr. Turner brings to our Board powerful insight in these areas. His background, coupled with his service as a director of a financial institution and a member of its enterprise risk committee, make him a valuable asset to our Board in the areas of risk management and finance. Mr. Turner has numerous and varied experiences in business, civic and charitable leadership roles, and his skills and insight benefit our Board as it considers issues of risk management, corporate governance and legal risk.

BUSINESS EXPERIENCE

  • Director of Comerica Incorporated since 2005, where he currently chairs that board's Enterprise Risk Committee and serves on its Audit Committee and Qualified Legal Compliance Committee
  • Past President of the National Bar Association and past President of the State Bar of Michigan
  • Active in public service and with civic and charitable organizations, serving in leadership positions with the Detroit Public Safety Foundation, the Detroit Institute of Arts, and the Community Foundation for Southeast Michigan
  • Past chair of the United Way for Southeastern Michigan; Mr. Turner continues to serve on its executive committee


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Mary Ann Van Lokeren

Retired Chairman and Chief Executive Officer of Krey Distributing Company, a beverage distribution firm

Age 68 | Director since 1997 | Director Class III (term expires 2018)*

RELEVANT SKILLS AND EXPERIENCE

Ms. Van Lokeren's nearly 20 years of experience as the Chairman and CEO of a large and successful distribution company gives her valuable insight into many facets of company leadership and management including personnel, marketing, customer relationships and overall business strategy. She also brings to our Board an understanding of product distribution and logistics. Her current and past service as a director of other public companies and non-profit organizations gives her a broad perspective on issues of corporate governance, executive compensation, board oversight and risk management.

BUSINESS EXPERIENCE

  • Chairman and Chief Executive Officer of Krey Distributing Company (1987-2006), and served as its Secretary upon joining Krey in 1978
  • Director of The Laclede Group, Inc.


* Director classes:

  • Class I - Term Expiring at the Annual Meeting in 2019
  • Class II - Term Expiring at the Annual Meeting in 2017
  • Class III - Term Expiring at the Annual Meeting in 2018

Audit Committee

7 meetings in 2015

Chair:

Lisa A. Payne

Member:

John C. Plant

Our Audit Committee assists our Board in its oversight of the integrity of our financial statements, the effectiveness of our internal controls over financial reporting, the qualifications, independence and performance of our independent auditors, the performance of our internal audit function, and our compliance with legal and regulatory requirements, including our employees' compliance with our Code of Business Ethics.

At each of its meetings, our Audit Committee oversees risks related to financial reporting through review and discussion of management's reports and analyses of financial reporting risk and risk management practices. Periodically, our Audit Committee reviews and discusses certain additional financial and non-financial risks that we believe are most germane to our business activities.

Our Board has determined that each member of our Audit Committee is independent and financially literate. Five members of our Audit Committee, Messrs. Alexander, O'Herlihy, Parfet and Plant and Ms. Payne, qualify as "audit committee financial experts" as defined in Item 407(d)(5)(ii) of Regulation S-K.

Organization and Compensation Committee

8 meetings in 2015

Member:

J. Michael Losh

Member:

Lisa A. Payne

Our Compensation Committee determines executive compensation, evaluates the performance of our senior executives, determines and administers restricted stock awards and options granted under our stock incentive plan, administers our Long Term Cash Incentive Program, and reviews our management succession plan, including periodically reviewing our CEO's evaluation and recommendation of potential successors. Information about our Compensation Committee's process for consideration and determination of executive compensation, and a description of the role of the compensation consultant engaged by the Compensation Committee, are presented in the "Compensation Discussion and Analysis" below.

In addition, our Compensation Committee considers risks arising from our compensation policies and practices, and has determined that such risks are not reasonably likely to have a material adverse effect on us. Our executive officers and other members of management report to the Compensation Committee on executive compensation programs at our business units to assess whether these programs or practices expose us to excessive risk.

Corporate Governance and Nominating Committee

4 meetings in 2015

Member:

John C. Plant

Our Governance Committee advises our Board on the governance structure and conduct of our Board and has responsibility for developing and recommending to our Board appropriate corporate governance guidelines and policies. In addition, our Governance Committee identifies and recommends qualified individuals for nomination and re-nomination to our Board and recommends directors for appointment and re-appointment to Board committees.

 
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