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GY > SEC Filings for GY > Form 8-K on 7-Feb-2014All Recent SEC Filings

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Form 8-K for GENCORP INC


7-Feb-2014

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2014, the Organization & Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of GenCorp Inc. (the "Company" or "GenCorp") approved the following: (i) cash incentive awards to its named executive officers and other key employees for fiscal 2013;
(ii) the fiscal 2014 base salaries for the Company's named executive officers to be effective April 1, 2014; (iii) achievement of the performance objectives of the Company's 2011 Long-Term Incentive Program (the "2011 LTIP") for eligible employees of the Company including certain of the named executive officers; and
(iv) fiscal 2014 annual cash incentive plan metrics and plan design.

The table below summarizes the fiscal 2013 incentive awards and fiscal 2014 base salaries, effective April 1, 2014, for the Company's named executive officers.

                                                                                                Fiscal 2014
                                                                                                Short Term
                                                                                                 Incentive
                                                                               Fiscal 2014     Compensation
                                                            Fiscal 2013        Annual Base        Target
Named Executive Officer              Title                Incentive Award        Salary         Percentage
                          President and Chief
Scott J. Seymour          Executive Officer              $       1,082,194     $   725,000               125 %
                          Vice President, Chief
                          Financial Officer and
Kathleen E. Redd          Assistant Secretary            $         259,259     $   404,519                60 %
                          Vice President, General
Christopher C. Cambria    Counsel and Secretary          $         217,548     $   337,903                50 %
                          President, Aerojet
Warren M. Boley           Rocketdyne                     $         302,493     $   410,522                70 %
                          Vice President, Business
John D. Schumacher        Relations                      $         104,950     $   312,750                55 %
                          Vice President and Deputy to
                          the President of Aerojet
Richard W. Bregard        Rocketdyne                     $         110,284

The annual cash incentive program is intended to provide a competitive level of compensation when specific individual and/or business performance objectives are achieved. The fiscal 2013 incentive awards were based on an assessment of actual performance against pre-established Company and business segment performance objectives specified in the Company's fiscal 2013 annual cash incentive plan. The performance objectives as outlined in the fiscal 2013 annual cash incentive plan included contract profit, cash flow, awards, non-financial metrics, and personal factors as defined therein, each of which were weighted differently.

The 2011 LTIP Performance-Based Grants for Mr. Seymour and Ms. Redd vested at 125% based on an assessment of actual performance against pre-established fiscal 2013 economic value added targets. As a result, 65,621 and 22,449, respectively, of Mr. Seymour's, and Ms. Redd's options to purchase common stock of the Company, par value $0.10 per share (the "Common Stock") at an exercise price of $6.01 per share, vested, plus the vesting of stock options over 100% (16,405 and 5,612 fully vested stock options for Mr. Seymour and Ms. Redd, respectively) were granted on February 5, 2014 at an exercise price of $16.59 per share, pursuant to and in accordance with the terms of their 2011 LTIP Performance Stock Option Grants. Additionally, as a result of the vesting, 115,907 and 39,653 shares of Common Stock for Mr. Seymour and Ms. Redd, respectively, vested. In addition, Mr. Seymour and Ms. Redd received a grant of 10,462 and 3,578 shares, respectively, of the Company's common stock to compensate them for the increase in the exercise price per share for options granted on February 5, 2014 over the exercise price per share under the 2011 LTIP Performance Stock Option Grants dated March 30, 2011. Mr. Boley received a grant of restricted stock under the 2011 LTIP which were vested at 115.18% based on an assessment of actual performance against pre-established fiscal 2013 revenue growth, pre-tax earnings and capital turnover ratio metrics. As a result, 9,214 shares of Common Stock for Mr. Boley vested. Messrs. Cambria and Schumacher were not participants in the 2011 LTIP grants.


The performance objectives for the fiscal 2014 incentive targets are contract profit, cash flow, awards, and personal factors, as defined therein, each of which is weighted differently. The Compensation Committee has discretion to adjust these payments. With input from the Company, incentives are paid based upon the Compensation Committee's assessment of both individual and Company-wide actual performance against these established performance objectives. For 2014, the Compensation Committee approved changes to the annual incentive award plan design to eliminate the non-financial metrics component and to create a broader payout range that shifts the emphasis to payouts for superior performance. The potential payouts range from 0% to 187.50% of an individual's target incentive. Target incentives represent a percentage of an eligible participant's base salary.

In order to strengthen the alignment between the interests of shareholders and the interests of executives of the Company, the Compensation Committee approved revised share ownership guidelines that apply to the Company's executive officers. Under these guidelines, each executive officer is expected to have equity in the company equal in aggregate market value to a designated multiple of such officer's annual salary. The revised guidelines are as follows: President and Chief Executive Officer - six times base salary, Vice President, Chief Financial Officer and Assistant Secretary and Vice President, General Counsel and Secretary - three times base salary, and President, Aerojet Rocketdyne - four times base salary


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