2017 Proxy Statement
AGE: 52
DIRECTOR SINCE: 2014
DIRECTOR CLASS: III*
POSITION:
AGE: 54
DIRECTOR SINCE: 2014
DIRECTOR CLASS: II*
POSITION:
Our President and Chief Executive Officer, since February 2014
AGE: 70
DIRECTOR SINCE: 2003
DIRECTOR CLASS: II*
POSITION:
Retired Chief Financial Officer and Executive Vice President of
General Motors Corporation, a global automotive company
AGE: 80
DIRECTOR SINCE: 1964
DIRECTOR CLASS: III*
POSITION:
Chairman Emeritus, since 2012
AGE: 53
DIRECTOR SINCE: 2013
DIRECTOR CLASS: II*
POSITION:
Vice Chairman of Illinois Tool Works Inc., a global diversified
industrial manufacturer of specialized industrial equipment,
consumables, and related service businesses, since 2015
AGE: 64
DIRECTOR SINCE: 2012
DIRECTOR CLASS: I*
POSITION:
AGE: 58
DIRECTOR SINCE: 2006
DIRECTOR CLASS: I*
POSITION:
AGE: 63
DIRECTOR SINCE: 2012
DIRECTOR CLASS: III*
POSITION:
Retired Chairman of the Board and Chief Executive Officer of
TRW Automotive Holdings Corp., a diversified automotive
supplier
AGE: 57
DIRECTOR SINCE: 2015
DIRECTOR CLASS: I*
POSITION:
Attorney and Member, Clark Hill PLC, a Detroit, Michigan-based
law firm, since April 2000, and currently serves on its
Executive Committee
AGE: 69
DIRECTOR SINCE: 1997
DIRECTOR CLASS: III*
POSITION:
Retired Chairman and Chief Executive Officer of Krey
Distributing Company, a beverage distribution firm
* Director classes:
Mark R. Alexander AGE: 52
DIRECTOR SINCE: 2014
DIRECTOR CLASS: III*
POSITION:
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:
* Director classes:
Keith J. Allman AGE: 54
DIRECTOR SINCE: 2014
DIRECTOR CLASS: II*
POSITION:
Our President and Chief Executive Officer, since February 2014 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:
* Director classes:
J. Michael Losh AGE: 70
DIRECTOR SINCE: 2003
DIRECTOR CLASS: II*
POSITION:
Retired Chief Financial Officer and Executive Vice President of General Motors Corporation, a global automotive company 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 Chief
Financial Officer of large organizations and through his service
on other boards and audit committees.
BUSINESS EXPERIENCE:
* Director classes:
Richard A. Manoogian AGE: 80
DIRECTOR SINCE: 1964
DIRECTOR CLASS: III*
POSITION:
Chairman Emeritus, since 2012 RELEVANT SKILLS AND EXPERIENCE:
Mr. Manoogian was instrumental in the dramatic growth of
Masco to one of the largest manufacturers of brand-name
products for home improvement and new home construction in
North America. 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:
* Director classes:
Christopher A. O'Herlihy AGE: 53
DIRECTOR SINCE: 2013
DIRECTOR CLASS: II*
POSITION:
Vice Chairman of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2015 RELEVANT SKILLS AND EXPERIENCE:
Mr. O'Herlihy joined Illinois Tool Works Inc. in 1989. In his
more than 25 years with Illinois Tool Works, he has held
several executive positions through which 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:
* Director classes:
Donald R. Parfet AGE: 64
DIRECTOR SINCE: 2012
DIRECTOR CLASS: I*
POSITION:
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 classes:
Lisa A. Payne AGE: 58
DIRECTOR SINCE: 2006
DIRECTOR CLASS: I*
POSITION:
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
increase 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 classes:
John C. Plant AGE: 63
DIRECTOR SINCE: 2012
DIRECTOR CLASS: III*
POSITION:
Retired Chairman of the Board and Chief Executive Officer of TRW Automotive Holdings Corp., a diversified automotive supplier 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 classes:
Reginald M. Turner AGE: 57
DIRECTOR SINCE: 2015
DIRECTOR CLASS: I*
POSITION:
Attorney and Member, Clark Hill PLC, a Detroit, Michigan-based law firm, since April 2000, and currently serves on its Executive Committee 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 substantial 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 classes:
Mary Ann Van Lokeren AGE: 69
DIRECTOR SINCE: 1997
DIRECTOR CLASS: III*
POSITION:
Retired Chairman and Chief Executive Officer of Krey Distributing Company, a beverage distribution firm 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:
* Director classes:
Audit Committee
5
meetings in 2016 Audit Committee activities in 2016 included:
Audit Committee responsibilities include assisting the Board in its oversight of:
Additionally, our Audit Committee reviews and discusses with management certain financial and non-financial risks that we believe are most germane to our business activities. Organization and Compensation Committee
7
meetings in 2016 Compensation Committee activities in 2016 included:
Our Compensation Committee is responsible for:
In addition, our Compensation Committee evaluates 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
3
meetings in 2016 Governance Committee activities in 2016 included:
Our Governance Committee is responsible for:
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