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 (Amendment No.  )

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RTI INTERNATIONAL METALS, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of Annual Meeting of
Shareholders and Proxy Statement

 

April 30, 2010

1:00 p.m. Eastern Daylight Time

 

Loews Hotel Vogue

1425 Rue De La Montagne

Montreal, Quebec

Canada H3G 1Z3

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

 

The following proxy materials are available for you to review online at www.proxydocs.com/rti:

 

 

This website is designed to provide complete anonymity with respect to a shareholder accessing the website, consistent with the Securities and Exchange Commission rules.

Westpointe Corporate Center One, 5^th Floor

1550 Coraopolis Heights Road

Pittsburgh, Pennsylvania 15108-2973

 

April 1, 2010

 

Dear RTI Shareholder:

 

 

You are cordially invited to attend our 2010 Annual Meeting of Shareholders on April 30, 2010, at the Loews Hotel Vogue in Montreal, Canada.

 

The meeting will begin promptly at 1:00 p.m. Eastern Daylight Time with a report on Company operations. We will then elect directors and seek ratification of the appointment of our independent registered public accounting firm.

 

You have a choice of voting your proxy via the Internet, by telephone or by completing and returning the enclosed proxy card. Whether or not you plan to attend the meeting, it is important that you vote your shares and we encourage you to do so as soon as possible.

 

We look forward to seeing as many of you as possible at the 2010 Annual Meeting.

 

Sincerely,

 

 

Table of Contents

 

 

Time:

       1:00 p.m. Eastern Daylight Time

 

Date:

       April 30, 2010

 

Place:

       Loews Hotel Vogue

       1425 Rue De La Montagne

       Montreal, Quebec

       Canada H3G 1Z3

 

Purpose:

 

 

 

 

Chad Whalen

Secretary

 

April 1, 2010

 

Only shareholders of record on March 15, 2010 may vote at the meeting.

 

 

 

Shareholders of RTI as of the close of business on the record date, March 15, 2010, are entitled to vote at the Annual Meeting.

 

 

You may vote on:

 

 

 

The Board recommends that you vote:

 

FOR each of the nominees presented in this proxy statement and

 

FOR the ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for 2010.

 

 

This proxy statement is being furnished by RTI to its shareholders in connection with the solicitation of proxies to be voted at the Annual Meeting. RTI intends to first mail this proxy statement to shareholders on or about April 1, 2010.

 

 

You may vote in any one of the following three ways:

 

 

You have the right to revoke your proxy at any time before the meeting by sending a written notice of revocation or a later-dated proxy card to RTI’s Secretary, by voting subsequently through the Internet or by telephone, or by voting in person at the meeting. Attendance at the meeting will not by itself revoke a previously granted proxy.

 

 

Business Ethics and Corporate Governance

 

Business Conduct and Ethics

 

RTI International Metals, Inc. (“RTI” or the “Company”) is committed to conducting business ethically, as well as legally. Ethical and legal conduct in all of the Company’s business affairs is essential to the Company’s future. The Company’s Code of Ethical Business Conduct, adopted by the Board of Directors, applies to all directors and employees of the Company, including all of its executive and other officers and its principles extend to those with whom we conduct business. The Code of Ethical Business Conduct is intended to comply with the requirements of the New York Stock Exchange and Securities and Exchange Commission regulations.

 

The Code of Ethical Business Conduct is posted under the Investor Relations link on the Company’s website, www.rtiintl.com. Any amendments as well as waivers of the application of the Code of Ethical Business Conduct to directors or executive officers will be disclosed promptly on the website. There were no waivers during 2009.

 

Corporate Governance Guidelines

 

The Company’s Corporate Governance Guidelines (the “Governance Guidelines”) were adopted by the Board of Directors to promote sound corporate citizenship and are intended to comply with the requirements of the New York Stock Exchange. The Governance Guidelines, taken together with the charters of the various committees of the Board of Directors, provide the framework for the corporate governance of the Company. The Governance Guidelines cover a number of topics, including: the size and role of the Board of Directors; non-employee director executive sessions; attendance at Board of Directors meetings; access to senior management and advisors; compensation of the Board of Directors; independence, composition and membership criteria of the Board of Directors; self-assessment of the Board of Directors; retirement age; and process for nominations to the Board of Directors.

 

The Company’s Governance Guidelines are posted under the Investor Relations link on the Company’s website, www.rtiintl.com.

 

Director Education

 

The Company has educational presentations from time to time at Board and Committee meetings and encourages its directors to attend educational seminars and conferences to enhance his or her knowledge of the role and responsibilities of directors. Any director who attends an educational seminar or conference may receive reimbursement from the Company for the reasonable costs incurred in connection with his or her attendance. Three directors attended director education seminars or programs sponsored by a third party during 2009.

 

The Board of Directors

 

The business and affairs of the Company are conducted under the general direction of the Board of Directors (the “Board”). The Board presently consists of ten members, nine of whom are neither officers nor employees of the Company or its subsidiaries. The Board has determined that Craig R. Andersson, Daniel I. Booker, Donald P. Fusilli, Jr., Ronald L. Gallatin, Charles C. Gedeon, Robert M. Hernandez, Edith E. Holiday, Bryan T. Moss, and James A. Williams all meet applicable Securities and Exchange Commission and New York Stock Exchange rules and listing standards relating to independence generally and for all committees on which they serve. None of the independent directors has a relationship with the Company that is material. Mr. Andersson is not standing for reelection in 2010 as he has reached the mandatory retirement age of 72 as set forth in the Company’s Governance Guidelines. His seat will not be filled, and consequently, following the 2010 annual meeting the Board’s size will be reduced to nine members, eight of whom are independent.

The Board met nine times during 2009. All of the directors attended more than 75% of the total number of meetings of the Board and of the committees on which they serve. The Chairman of the Board, Mr. Hernandez, chairs the regularly-scheduled executive sessions of the non-management directors. In the Chairman’s absence, Ms. Holiday, chair of the Nominating/Corporate Governance Committee, chairs the meeting.

 

It is the policy of the Nominating/Corporate Governance Committee to consider recommendations by shareholders, directors, officers, employees, and others for nominees for election as director. Recommendations, together with the nominee’s qualifications and consent to be considered as a nominee, should be sent to the Company’s Secretary, at the address set forth under the caption “Other Information” on the last page of this proxy document, for presentation to the Nominating/Corporate Governance Committee. Board Membership criteria considered by the Committee is discussed below under the caption “Nominating/Corporate Governance Committee” and is set forth in the Company’s Governance Guidelines, which may be accessed under the Investor Relations link on the Company’s website, www.rtiintl.com.

 

There are four principal committees of the Board. Committee membership, the functions of each committee and the number of meetings held during 2009 are described below.

 

Audit Committee

 

The current members of the Audit Committee are James A. Williams (Chairman), Donald P. Fusilli, Jr., Ronald L. Gallatin, and Robert M. Hernandez. All of the members of this Committee met the New York Stock Exchange’s rules and listing standards for audit committee independence. The Board has determined that Messrs. Fusilli, Gallatin, Hernandez, and Williams are each qualified as an audit committee financial expert within the meaning of Securities and Exchange Commission regulations, and that each of the members of the Audit Committee has accounting or financial management expertise within the meaning of the listing standards of the New York Stock Exchange.

 

The Audit Committee assists the Board in overseeing the Company’s financial reporting process and systems of internal accounting control, the Company’s compliance with legal and regulatory requirements and qualifications, and the independence and performance of the Company’s internal auditors and independent registered public accounting firm. The Audit Committee has direct responsibility for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee has adopted, and the Board has approved, the Audit Committee charter, which may be accessed under the Investor Relations link on the Company’s website, www.rtiintl.com.

 

The Audit Committee held six meetings in 2009.

 

The Compensation Committee

 

The Compensation Committee discharges the Board’s duties concerning executive compensation.

 

The current members of the Compensation Committee are Daniel I. Booker (Chairman), Craig R. Andersson, Charles C. Gedeon, Edith E. Holiday, and Bryan T. Moss. All of the members of this Committee met the New York Stock Exchange’s rules and listing standards for independence for purposes of the Compensation Committee.

 

The Compensation Committee is responsible for review and approval of the Company’s compensation philosophy; executive compensation programs, plans, and awards (see “Compensation Discussion and Analysis” on page 17 for further information); policies, principles, and procedures for selection and performance review of the Chief Executive Officer (the “CEO”) and other top members of management; and for establishing the CEO and other top management’s compensation levels based on the Compensation Committee’s evaluation of their performance. The Compensation Committee also administers the Company’s long-term incentive plans and stock or stock-based plans. The Committee is also tasked with the review of management’s Compensation Discussion and Analysis (“CD&A”) and submits the Compensation Committee Report contained in this proxy statement. The

Compensation Committee has adopted, and the Board has approved, a Compensation Committee charter, which may be accessed under the Investor Relations link on the Company’s website, www.rtiintl.com.

 

The Compensation Committee held three meetings in 2009.

 

Nominating/Corporate Governance Committee

 

The current members of the Nominating/Corporate Governance Committee are Edith E. Holiday (Chair), Daniel I. Booker, and Robert M. Hernandez. All of the members of the Nominating/Corporate Governance Committee met the New York Stock Exchange’s rules and listing standards for independence for purposes of the Nominating/Corporate Governance Committee.

 

The Nominating/Corporate Governance Committee is responsible for identifying individuals qualified to serve as directors; recommending to the Board candidates for election at the Annual Meeting of Shareholders or by the Board to fill vacancies occurring on the Board; and also reviewing and evaluating the Company’s director compensation from time to time. Board candidates are typically suggested by members of the Nominating/Corporate Governance Committee; however, the Nominating/Corporate Governance Committee also considers Board candidates recommended or identified by other directors, management, employees, shareholders, and other constituencies. The Nominating/Corporate Governance Committee is also responsible for developing and recommending to the Board corporate governance principles applicable to the Company as well as conducting periodic reviews of such principles. The Nominating/Corporate Governance Committee has adopted, and the Board has approved, a Nominating/Corporate Governance Committee charter, which may be accessed under the Investor Relations link on the Company’s website, www.rtiintl.com.

 

The Nominating/Corporate Governance Committee annually reviews the skills and attributes of Board members and candidates for the Board within the context of the current make-up of the full Board, which is premised on the concept that the Company’s Board members should have individual backgrounds that, when combined, provide a diverse portfolio of experience and knowledge that well serve the Company’s governance and strategic needs. Although the Board does not have a specific diversity policy, candidates for Board service are considered on the basis of a range of criteria including the current composition of the Board and the need to maintain a diversity of talents, backgrounds and perspectives. Further, candidates are evaluated as to their broad-based business knowledge and contacts, prominence, commitment to ethical and moral values, personal and professional integrity, sound reputation in their respective fields as well as a global business perspective and commitment to corporate citizenship. See “Shareholder Proposals” on page 43 of this proxy statement for additional information regarding procedures to be followed by shareholders in submitting recommendations. Additional information concerning director candidates is contained in the Company’s Governance Guidelines, which may be accessed under the Investor Relations link on the Company’s website at www.rtiintl.com.

 

The Nominating/Corporate Governance Committee held four meetings in 2009.

 

Executive Committee

 

The current members of the Executive Committee are Robert M. Hernandez (Chairman), Craig R. Andersson, Daniel I. Booker, and Dawne S. Hickton.

 

The Executive Committee assists the Board in the discharge of its responsibilities and may act on behalf of the Board when emergencies or scheduling make it difficult to convene the Board. All actions taken by the Executive Committee must be reported at the Board’s next meeting. The Executive Committee held no meetings during 2009.

 

Board Leadership Structure

 

Mr. Hernandez serves as the independent Chairman of the Board and has served in such position since the Company became publicly traded. Ms. Hickton currently serves as Vice Chairman, President

and Chief Executive Officer. The Board of Directors believes this is currently the most appropriate structure for the Company because it allows each person to focus on their respective roles; our CEO can focus on the strategic direction of the Company and the day-to-day leadership and performance of the Company, while our Chairman can focus on providing guidance to our CEO and setting the agenda and presiding over meetings of the full Board.

 

While the Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee Directors or be an employee. The Board believes that it should be free to evaluate the current needs and interests of the Company and its shareholders at any given point in time and to make changes appropriate for those facts and circumstances.

 

Board’s Role in the Oversight of Risk Management

 

The Audit Committee has been designated to take the lead in overseeing risk management at the Board level. Accordingly, the Audit Committee schedules time for periodic review of risk assessment and management activities being undertaken by management throughout the year, in addition to its other duties. In this role, the Audit Committee receives reports from management, internal audit, and other advisors, and strives to generate serious and thoughtful attention to the Company’s risk management process and system, the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures designed to respond to and mitigate these risks. Although the Audit Committee leads these efforts, risk management is periodically reported on at the full Board level and feedback is sought from each director as to the most significant risks that the Company faces. This is principally accomplished through Audit Committee reports to the Board and discussion with management.

 

In addition to the formal compliance program, the Board and the Audit Committee encourage management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations of the Company. The Company’s risk management structure also includes an ongoing effort to assess and analyze the most likely areas of future risk for the Company and to address them in its long-term planning process.

 

The Company’s directors are elected for one-year terms. As set forth in the Company’s Governance Guidelines, non-employee directors may not stand for election after age seventy-two. The Board has the ability to extend the retirement age for a particular director. Employee directors leave the Board when they retire from or otherwise leave the Company.

 

The Board has nominated nine directors for election — each of the current directors with the exception of Mr. Andersson who has reached the retirement age and is not standing for reelection. Of the nine individuals who are nominees for election, one is a current Company officer and the remaining eight are high-level current or former executives with professional experience. If any nominee is unable to stand for election, your proxy may be voted for another nominee designated by the Board.

 

The professional and personal backgrounds, experiences, qualifications, attributes and skills of each nominee, as set forth below, reflect the qualities that the Company seeks in its Board members. In addition to the specific examples set forth below, the Board and the Company believe that all nominees possess additional qualifications, attributes, and skills that led the Board to believe the nominee should serve as a director, including broad-based business knowledge, commitment to ethical and moral values, personal and professional integrity, sound business judgment and commitment to corporate citizenship.

 

NOMINEES FOR DIRECTOR

Reed Smith LLP

(law firm)

 

Mr. Booker is a partner of the law firm of Reed Smith LLP. From 1992 until December 31, 2000 he was Managing Partner, or chief executive, of Reed Smith. He received an undergraduate degree from the University of Pittsburgh and a law degree from the University of Chicago. He is a member of the District of Columbia, Pennsylvania and U.S. Supreme Court bars. Mr. Booker is a director of Océ USA Holding, Inc.; a member of the Judicial Council of Pennsylvania; and an officer or director of other community and professional organizations. In addition to Mr. Booker’s experience as a legal advisor to a wide range of businesses, he brings to the Board demonstrated leadership skills, both as the former Managing Partner of a large law firm and through his service as a director of various corporate, community and professional organizations.

 

 

Mr. Fusilli is the owner of The Telum Group, a privately-held consulting firm focusing on strategic planning, business development, program/project management and selected recruiting. He served as Chief Executive Officer of David Evans Marine Science, Inc., a Portland, Oregon company providing hydrogeographic surveying of seabed surfaces, in 2008. Mr. Fusilli was President and Chief Executive Officer of Michael Baker Corporation from April 25, 2001 to September 12, 2006. He joined Michael Baker in 1973 and spent six years in the engineering department before obtaining his law degree in 1979. He became General Counsel in 1984, Executive Vice President Administration of the Energy Group in 1994 and Executive Vice President and General Manager of the Group in 1995. He was elected President and Chief Operating Officer in March 2000. Mr. Fusilli is a Civil Engineering graduate of Villanova University and holds a juris doctor degree from Duquesne University School of Law. He also attended the Advanced Management Program at the Harvard University Business School. Mr. Fusilli is also a Director of Sterling Construction Company, Inc. and Merrick & Company. Mr. Fusilli brings leadership skills developed through his executive management experience and service on other boards. In addition, his engineering experience and knowledge of the energy industry contribute to the Board’s breadth of knowledge.

Lehman Brothers Inc.

(investment banking firm)

 

Mr. Gallatin served as a Managing Director of Lehman Brothers Inc., where he was a member of the Firm’s Operating Committee and its Director of Corporate Strategy and Product Development until his retirement on December 31, 1995. During his 24 years with Lehman, Mr. Gallatin had various senior roles in both its investment banking and capital markets divisions and was responsible for a series of financial innovations, most notably Zero Coupon Treasury Receipts, Money Market Preferred Stock and Targeted Stock. A graduate of New York University, and both Brooklyn and New York University Law Schools, Mr. Gallatin has bachelor’s, juris doctor and master of laws (taxation) degrees and is a Certified Public Accountant. Mr. Gallatin provides financing and investment banking experience as a result of his career on Wall Street and educational background. He has also demonstrated a sense of social responsibility and fiduciary leadership through his involvement with various charitable organizations.

 

 

Mr. Gedeon joined United States Steel Corporation in 1986 as Vice President Raw Materials and President of U.S. Steel Mining Co., Inc. He was promoted to Senior Vice President Related Resources in 1988 and advanced to the position of President, U.S. Diversified Group in 1990. He became Executive Vice President Raw Materials and Transportation of U.S. Steel in 2003. He retired from this position on June 30, 2003. From 1983 until he joined U.S. Steel, Mr. Gedeon had been Vice President Operations of National Steel Corporation. Mr. Gedeon brings an understanding of the metals industry to the Board. He also possesses executive management, commercial and operational skills that contribute to the Board’s knowledge base.

 

 

On December 31, 2001, Mr. Hernandez retired as Vice Chairman and Chief Financial Officer and director of USX Corporation. He was elected to this position on December 1, 1994. Mr. Hernandez had been elected Executive Vice President, Accounting & Finance and Chief Financial Officer and director of USX on November 1, 1991. He was Senior Vice President, Finance & Treasurer of USX from October 1, 1990, to October 31, 1991. Mr. Hernandez was President, U.S. Diversified Group of USX from June 1, 1989, to September 30, 1990, and in such role had responsibilities for USX’s businesses not related to energy and steel. From January 1, 1987, until May 31, 1989, he was Senior Vice President and Comptroller of USX. Mr. Hernandez has his undergraduate degree from the University of Pittsburgh and his masters of business administration from the Wharton Graduate School of the University of Pennsylvania. He is Chairman of the Board of Trustees of BlackRock Open End Equity & Long-Term Bond Funds; lead director of American Casualty Excess (ACE) Limited; a director of Eastman Chemical Company; and a director of Tyco Electronics Corporation. As a former executive officer of USX and one of RTI’s original directors upon becoming publicly traded, he brings to the Board executive management and financial experience in the metals industry. Through his service as a director on various publicly-traded companies, Mr. Hernandez has leadership, finance and corporate governance experience.

 

Ms. Hickton has served as the Vice Chairman, President and Chief Executive Officer of the Company since October 2009 and as Vice Chairman and Chief Executive Officer of the Company since 2007. Since June 2005, she served as Senior Vice President of Administration and Chief Administrative Officer. In this capacity she managed the accounting, treasury, tax, business information systems, personnel and legal functions of the Company. From April 1997 until June 2004, Ms. Hickton was Vice President and General Counsel. She holds a bachelor’s degree from the University of Rochester and a juris doctor degree from the University of Pittsburgh. She is also a director of F.N.B. Corporation and a member of the Board of Trustees of the University of Pittsburgh. As the most senior executive of the Company, Ms. Hickton provides the Board with insight into the Company’s business operations, opportunities and challenges. In addition, Ms. Hickton’s history with the Company, metals industry experience and service on other boards of directors, support her leadership skills and contributions to the Board.

 

 

Ms. Holiday was elected a director on July 29, 1999.  She served as Assistant to the President and Secretary of the Cabinet in the White House from 1990 to 1993. Prior to that, she held several senior positions in the United States Treasury Department including General Counsel. She is a director of Hess Corporation; White Mountains Insurance Group, Ltd.; Canadian National Railway Company and H.J. Heinz Company. She is also a director or trustee of a number of investment companies in the Franklin Templeton Group of Funds. She has bachelor’s and juris doctor degrees from the University of Florida. Ms. Holiday’s service on the boards of multiple publicly-held companies allows her to bring leadership skills and experience in a variety of matters to the Company’s Board. This experience and skill set, as well as her legal background and the skills she developed while serving in various positions with the federal government, led to the conclusion that she should serve as a director.

 

 

Mr. Moss served as President Emeritus of Gulfstream Aerospace (a subsidiary of General Dynamics Corporation) from April 2007 until his retirement in March 2008, and prior to that served for four years as President of Gulfstream Aerospace and Executive Vice President, Aerospace Group, General Dynamics Corporation. Mr. Moss is currently serving as a consultant to General Dynamics and has served on the U.S.-Japan Business Council, the U.S.-China Business Council, and the U.S.-Hong Kong Business Council. He is also a member of the Georgia Tech Advisory Board and the Savannah College of Art and Design Board of Visitors. Mr. Moss’s experience and international business contacts in the aerospace industry, as well as his management, commercial leadership and consulting skills developed throughout his career, led the Board to conclude that he should serve as a director.

 

Ernst & Young

(accounting firm)

 

Mr. Williams retired as a Partner at Ernst & Young on September 30, 2003. He has over 37 years’ experience working with large multi-national clients and served in numerous leaderships roles, including Pittsburgh Office Managing Partner, Area Managing Partner, and Partner in Charge-Audit. He is a Certified Public Accountant and has a bachelor’s degree from Miami University. Mr. Williams adds financial reporting and management skills as a result of his long career with a large public accounting firm, and further enhances the Board’s knowledge base with respect to accounting, financial and other matters.

 

Vote Required

 

Each share of the Company’s Common Stock is entitled to one vote per share. Under Ohio law and the Company’s Code of Regulations, the nine director candidates receiving the greatest number of

votes for election will be elected to the Company’s Board of Directors. Common Shares represented by properly executed and returned forms of proxy or properly authenticated voting instructions recorded through the Internet or by telephone will be voted for the election of the Board of Directors’ nominees unless authority to vote for one or more of the nominees is withheld. Common Shares as to which the authority to vote is withheld will not be counted toward the election of the individual nominees specified on the form of proxy. Abstentions will have no effect on the outcome of the vote.

 

If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes”, however, will be counted in determining whether there is a quorum.

 

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE LISTED NOMINEES.

 

PricewaterhouseCoopers LLP (“PwC”) has served as the independent registered public accounting firm for the Company and its predecessors for a number of years. For 2009, PwC rendered professional services in connection with the audit of the financial statements of the Company and its subsidiaries, including the review of quarterly reports and filings with the Securities and Exchange Commission, and provided tax services. They are knowledgeable about the Company’s operations and accounting practices and are well qualified to act as the independent registered public accounting firm, and the Audit Committee has selected PwC as such for 2010.

 

Audit Fees

 

The aggregate fees billed for professional services rendered by PwC for the audit of RTI’s annual financial statements and review of financial statements in the Company’s Quarterly Reports on Form 10-Q in 2009 and 2008 were $1,895,683 and $1,841,412, respectively.

 

Audit-Related Fees

 

The aggregate fees billed for assurance and related services rendered by PwC that were related to the services described above were $4,000 and $21,000 in 2009 and 2008, respectively. These services include certain agreed upon procedures related to compliance requirements.

 

Tax Fees

 

The aggregate fees billed for services rendered by PwC for tax services in 2009 and 2008 were $530,925 and $115,000, respectively. The services comprising these fees include federal and state tax return compliance, international tax consulting projects, and assistance with new tax pronouncements.

 

All Other Fees

 

Other than fees disclosed above, there was a payment of $2,400 related to licensing fees in each of 2009 and 2008.

 

The Audit Committee pre-approves the Audit Plan on an annual basis along with the estimated fees for the plan. At each regularly scheduled, quarterly meeting, the Audit Plan and fees incurred to date are reviewed and any fees above the estimate are reviewed and approved or disapproved at the meeting. In addition, the Chairman of the Audit Committee has been delegated authority by the full Audit Committee to pre-approve additional audit and non-audit fees between meetings, subject to review by the full Audit Committee at the next regularly scheduled meeting. For 2009 and 2008, 100% of PwC’s fees were pre-approved.

 

Representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

 

Vote Required

 

Ratification of the appointment of the independent registered public accounting firm requires the favorable vote of a majority of the votes cast. Each share of the Company’s Common Stock is entitled to one vote per share, which may be voted for or against or abstained. An abstention does not represent a vote cast, and as such has no effect on the proposal.

 

If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.

 

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS
THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.

 

The following reports of the Audit and Compensation Committees do not constitute soliciting materials and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

 

Audit Committee Report

 

The Audit Committee met with management, PwC, and representatives of the Internal Audit group (which is outsourced to Ernst & Young LLP) throughout the year to review and consider the adequacy of the Company’s internal control over financial reporting and the objectivity of its financial reporting, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee also discussed with management and PwC the process used for certifications by the Company’s CEO and principal financial officer that are required for certain of the Company’s filings with the Securities and Exchange Commission. The Audit Committee has reviewed and discussed the Company’s 2009 audited financial statements with management and with PwC. In addition, the Audit Committee also discussed with PwC the matters required to be communicated by Statement on Auditing Standards (SAS) No. 61, as amended (AICPA Professional Standards, Vol. 1, AU Section 380).

 

In addition, the Audit Committee received from PwC the written disclosures required by the Public Company Accounting Oversight Board’s (“PCAOB”) Rule 3256, Communication with Audit Committees Concerning Independence, and have discussed their independence with them. The Audit Committee has considered whether the provision by PwC of the professional services described above was compatible with the maintenance by PwC of its independent status and has determined that it was.

 

Based on these reviews and discussions, the Audit Committee recommended to the Company’s Board, and the Board has approved, that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission.

 

 

Compensation Committee Report

 

The Compensation Committee discharges the Board’s duties concerning executive compensation and prepares the report on such compensation required by the Securities and Exchange Commission.

 

The Compensation Committee met with management to review and discuss the Compensation Discussion and Analysis. Based on their reviews and discussions, the Compensation Committee recommended to the Company’s Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and this proxy statement.

 

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth each person or entity known to us that may be deemed to have beneficial ownership of more than five percent of the outstanding Common Stock of RTI based on information publicly available as of February 28, 2010.

 

Security Ownership of Directors and Executive Officers

 

The following table sets forth information concerning the “beneficial ownership” of our common stock by each director and nominee, by each executive officer named in the Summary Compensation Table, and by all directors and executive officers as a group. “Beneficial ownership” is a concept which takes into account shares that may be acquired within 60 days (such as by exercising vested stock options) and shares as to which the named person has or shares voting and/or investment power. Information is provided as of February 28, 2010. Absence of an entry in the Percent of Class column indicates beneficial ownership of less than 1%.

 

 

  A. Overview and Pay Philosophy

 

For the 2009 executive compensation detailed in the tables that follow this discussion and analysis, our Board empowered the Compensation Committee (the “Committee” or the “Compensation Committee”) to discharge the Board’s duties concerning executive compensation and to advise the Board on the Company’s compensation philosophy, programs and objectives. Specifically, the Committee makes decisions regarding compensation of our named executive officers in accordance with the Committee’s Charter and in accordance with the Company’s compensation philosophy. The Committee is responsible for: the review and approval of the Company’s compensation philosophy including executive compensation programs, plans and awards; policies, principles and procedures for the selection of performance objectives for our CEO and other named executive officers; establishing compensation levels for the named executive officers based on the Committee’s evaluation of performance; and recommending CEO compensation levels to the Board based on the Committee’s evaluation of performance. The Committee also administers RTI’s stock-based compensation plans (including the shareholder-approved 2004 Stock Plan) through which long-term incentive compensation awards are granted to our named executive officers, other managers and employees.

 

Consistent with the Committee’s mandate, RTI has adopted a comprehensive statement entitled “Pay Philosophy and Guiding Principles Governing Officer Compensation” (the “Pay Philosophy”). The overall philosophy related to our officer compensation programs set out in the Pay Philosophy is as follows:

 

 

The Company’s compensation programs, as outlined in the Pay Philosophy, are managed so as to help communicate the Company’s desired results and to promote decisions and actions by Company employees that produce those results. Specifically, the Pay Philosophy states that the Company’s compensation programs, discussed below, should be characterized by:

 

 

The Compensation Committee periodically reviews the Pay Philosophy and believes that it is sound and is not designed to encourage excessive risk taking, which may be detrimental to the Company or its shareholders and other constituencies.

  B. Elements of Named Executive Officer Compensation

 

Although the overall amount of compensation, and the allocation of such compensation between salary, bonuses and long-term incentive awards payable to our named executive officers differs based on experience, strategic importance, level of responsibility and other position-specific factors, our compensation philosophies and policies are applied on a consistent basis among our named executive officers.

 

The Company’s comprehensive compensation program consists of the following elements for our named executive officers:

 

 

No bonus will be paid to an officer whose individual performance is judged to be unacceptable regardless of the level of corporate performance. The Compensation Committee may exercise its discretion and not pay bonuses where individual performance criteria has been met but where overall Company performance has not, or conversely may, in order to retain valued executives, pay bonuses to recognize exceptional individual performance when corporate performance has been less than planned.

 

 

 

 

The Committee intends to cause approximately 40% of the value of long-term incentives to be in the form of performance share awards for each named executive officer. The remaining long-term incentives are split: approximately 40% consisting of restricted shares (time-based vesting) and 20% consisting of stock options for our CEO; approximately 35% consisting of restricted shares (time-based vesting) and 25% consisting of stock options for our executive and senior vice president named executive officers; and approximately 30% consisting of restricted shares (time-based vesting) and 30% consisting of stock options for our vice president and general counsel.

 

Chief Executive Officer		5 times base salary
Chief Operating Officer		4 times base salary
Executive and Senior Vice Presidents		3 times base salary
Certain Vice Presidents		2 times base salary

 

Under the guidelines, participants have five years from the implementation of the policy to accumulate sufficient equity through various means (including open market purchases, employee stock purchase plan purchases, stock option exercises, restricted stock ownership and shares owned through 401(k) or Company savings plans), after which Board discretion will be used to address situations where the applicable guidelines have not been achieved.

 

 

 

 

Tax Considerations

 

The Committee considers the impact of the applicable tax laws with respect to executive compensation. In certain circumstances, applicable tax laws impose potential penalties on compensation or result in a loss of deduction to RTI for such compensation.

 

Participation in and compensation paid under our plans, contracts and compensation arrangements may result in the deferral of compensation that is subject to the requirements of Section 409A of the

Internal Revenue Code. While we intend for our plans, contracts and compensation arrangements to be structured and administered in a manner that complies with the requirements of Section 409A, to the extent that our plans, contracts and compensation arrangements fail to meet certain requirements under Section 409A, compensation earned thereunder may be subject to immediate taxation and tax penalties.

 

With certain exceptions, Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain covered employees. Compensation paid to covered employees is not subject to the deduction limitation if it is considered “qualified performance-based compensation.” The Committee reserves the right to provide both market and performance-based compensation to covered employees. Certain awards, such as stock options, are intended to qualify for deduction under Section 162(m). Other types of awards, such as restricted shares and performance share awards, however, may not qualify for the performance-based exception and therefore may not be deductible under Section 162(m). While the Committee considers the tax impact of any compensation arrangement, it reserves the right to approve non-deductible compensation that is consistent with the overall pay philosophy of the Company.

 

If a change in control of the Company results in the payment of severance or the accelerated vesting of equity-based awards, a disqualified individual could, in some cases, be considered to have received “parachute payments” within the meaning of Sections 280G and 4999 of the Internal Revenue Code. A disqualified individual can be subject to a 20% excise tax on excess parachute payments and the Company can be denied a tax deduction. Our executive change in control severance policy discussed above provides that if it is determined any payment or benefit thereunder would constitute an excess parachute payment, the Company will pay a gross-up payment, subject to certain limitations, such that the net amount retained by the disqualified person after the application of any excise taxes will be equal to such payments or distributions. Gross-up payments will not be deducted by the Company.

 

  C. Overview of the Decision Making Process

 

The Compensation Committee reviews the compensation practices among peer companies to ensure the appropriateness of the Company’s compensation program design and compensation levels. Towers Watson (formerly Towers Perrin), a global professional services and benefits consulting firm, was engaged to report directly to the Compensation Committee as its independent compensation consultant to advise on compensation matters. The consultant has periodically participated in Committee meetings since 2006 and was engaged to advise on compensation trends and best practices, plan design, the reasonableness of individual compensation awards and proxy disclosure review. Towers Watson performs no other services for the Company.

 

Towers Watson employed a benchmarking process as an assessment tool that compares elements of RTI’s compensation programs with those of other companies that have similar characteristics. The purpose of the benchmarking process is to:

 

 

When advising the Compensation Committee on 2009 base salary and incentive compensation, Towers Watson used both market compensation data from reputable compensation surveys by Towers Perrin, Mercer Consulting and Watson Wyatt representing general industry companies, and a more specific analysis of proxy disclosures from publicly-owned peer companies. Each of the surveys contains at least 900 participant companies, although the number of participants and their company names varies by position reported and the individual participant companies providing data on a

position by position basis is not provided by the survey publishers. The RTI peer group was developed based on a set of characteristics that include:

 

 

The following 2009 compensation peer group was established in October 2008:

 

 

Peer group pay practices for each pay element were analyzed for base salary, target annual bonus opportunities and long-term incentives. The peer group data was supplemented by broader general industry data from compensation surveys to facilitate the evaluation of compensation levels and design.

 

Using this peer group benchmarking approach, Towers Watson presented ranges of base salary, target annual bonus as a percentage of salaries, and target long-term incentives as a percentage of salaries for each of our named executive officers.

 

In January 2009, with input from the individual executives as well as the Chairman of the Board of Directors, our CEO established specific performance-based objectives for each member of the executive team to be used as the basis for determining annual bonus and long-term incentive awards to be paid in January 2010. The objectives were based upon various factors, including the immediate past performance of the Company and its reporting segments, the projected market conditions in the industry, and the short and long-term strategic plan of the Company as established by the Board. At the same time, and using the same approach, the Compensation Committee and the Chairman of the Board established specific performance-based objectives for Ms. Hickton. Each performance-based objective was reviewed by the Compensation Committee and approved by the Board of Directors. Executive performance against the objectives was evaluated and monitored throughout the year. The specific performance-based objectives are discussed below under “Analysis of Compensation Awards for Our Named Executive Officers.”

 

Between October 2009 and January 2010, our CEO reviewed the performance of the other named executive officers and a compensation benchmarking study prepared by Towers Watson for the purpose of setting base salary for 2010 and bonus and incentive compensation for 2009 performance. Ms. Hickton also reviewed and discussed with the Compensation Committee and the Chairman of the Board various performance metrics impacting achievement of bonus and incentive targets, including; the Company’s earnings per share and return on invested capital (each determined in accordance with Company accounting policy) as compared to the Company’s annual business plan, and individual performance for each of the named executive officers as compared against their personal and team objectives set the prior year, which are discussed below. Members of the Committee made recommendations to Ms. Hickton for her to consider in preparing final recommendations to the Committee. Based on input from the Chair of the Compensation Committee and the Chairman of the Board, basic information regarding trends in executive salaries in the manufacturing industry, market data on comparator companies, and Company and individual performance, our CEO made recommendations as to the compensation of the other named executive officers. The recommendations, along with tally sheets summarizing each executive’s current compensation and aggregate stock holdings and benefits were distributed to the Compensation Committee in advance of its meeting in January 2010. The overall purpose of the tally sheets is to bring together, in one place, all the elements of compensation of named executive officers so that the Committee may analyze

both the individual elements of compensation (including the compensation mix) as well as total compensation.

 

At its January 2010 meeting, the Committee reviewed and considered the recommendations of our CEO and information presented by Towers Watson with respect to the other executive officers and then, with the assistance of the Chairman of the Board, reviewed the performance of the CEO. The Committee then made the final determination as to base salaries for 2010 and any bonus and incentive compensation payments for 2009 performance based upon each individual’s status and performance, in each case consistent with the Pay Philosophy set forth above. Awards of 2010 long-term, equity-based compensation were granted at this meeting.

 

  D. Analysis of Compensation Awards for Our Named Executive Officers

 

Base Salary.  Base salaries for our named executive officers for 2007, 2008 and 2009 are set forth in the Summary Compensation Table located on page 26 of this proxy statement. In January 2009, the Committee determined to maintain 2009 base salaries at 2008 levels and to forgo any annual increases for our CEO and each of our named executive officers except for Mr. Strome. This determination was made in light of the global recession, the Company’s disappointing stock performance in 2008, and uncertainties in the Company’s markets heading in to 2009. The Committee believed the salary freeze was appropriate and prudent, despite benchmark data that supported increases. Mr. Strome’s base salary for 2009 was increased to $306,659 to bring him closer in line with the median salary for similar positions within the peer group and to account for increased responsibilities taken on during 2008.

 

Annual Incentive Compensation.  Annual incentive compensation target amounts are established as a percentage of each named executive officer’s base salary. For 2009, the target bonus amounts were as follows:

 

 

The Company maintains the annual incentive compensation program as a discretionary annual cash bonus program. The determination as to whether an annual incentive bonus is to be paid and if so, at what level, is not strictly formulaic in nature, but is instead determined by our Compensation Committee after reviewing whether various pre-determined metrics relating to the Company’s financial objectives, management team objectives and individual personal objectives have been achieved. The Compensation Committee also considers general economic and industry conditions.

 

The financial objectives are shared by the executive officers and are evaluated based on pre-established earnings per share (“EPS”) and return on invested capital (“ROIC”) targets, which for 2009 were $0.55 and 4.1%, respectively. Based on actual results for 2009, the Compensation Committee determined that neither financial objective was achieved.

 

All of the named executive officers share a set of pre-established team objectives. For 2009 these consisted of six (6) Company-specific short-term objectives or operational goals that touch upon various aspects of the Company’s operations and business that the Board has determined are key areas to the Company’s continued growth and development. Those team objectives for 2009 were:

 

 

 

Each of these team objectives was met during the year. The Committee also measured executive performance against pre-determined personal objectives. The following tables detail the specific individual objectives for 2009 and whether or not each was achieved:

 

Dawne S. Hickton — Vice Chairman, President and Chief Executive Officer

 

 

William T. Hull — Senior Vice President and Chief Financial Officer

 

 

Stephen R. Giangiordano — Executive Vice President of Technology and Innovation

 

William F. Strome — Senior Vice President of Finance and Administration

 

 

Chad Whalen — Vice President and General Counsel

 

 

After considering the Company’s overall performance, the performance of the executive management team as a whole, each executive’s performance against their personal objectives, and general economic conditions and industry outlook, the Committee determined that no cash bonus awards would be paid to the named executive officers for 2009, despite the fact that all team goals and a large majority of personal objectives were achieved. The primary reason for this decision was that the Company’s financial performance fell well short of the stated financial goals relating to EPS and ROIC.

 

Long-term incentive awards. The Committee does not consider amounts previously earned or not earned related to historical grants of performance-based awards when making its compensation decisions for the current year. Given the accomplishments of the management team as it relates to their team and personal objectives and the fact the no short term incentive bonuses were paid, long-term incentive awards were granted to the named executive officers approximately at target levels, as follows:

 

 

In each case, awards consisted of time-based restricted stock, stock options and performance shares, and these awards were made at the targeted amounts established at the beginning of the year. For additional information regarding the specific awards received and the amounts of such awards, see the “Grants of Plan-Based Awards” Table on page 28 of this proxy statement. The Committee believes that awards of the long-term incentives at these levels are appropriate for several reasons. Each named executive’s personal performance for the year met or exceeded expectations. The overall compensation program is based on peer group data and is designed to keep compensation in line with the Company’s peers and, more importantly, to put 60% or more of long-term incentive awards at risk if future performance is not achieved. The Committee believes that both stock options and performance share awards accomplish this goal as stock options only have value if the Company’s stock price appreciates and performance share awards are only paid out if total shareholder return is competitive against the pre-defined group of peers.

  E. Changes in Compensation for 2010

 

During the Compensation Committee’s meeting in January 2010, salary recommendations for the named executive officers were reviewed, discussed and determined for 2010 as follows:

 

 

These salaries represent increases from current base salary that range from 6.3% to 9.0%. Based on the comparative market data reviewed and the fact that 2009 salaries were frozen at 2008 levels, the Committee believes these salaries to be appropriate for 2010 and consistent with the Company’s pay philosophy discussed above.

 

In addition, the Committee intends to modify the Company’s Annual Cash Incentive Bonus Plan for 2010 to enhance the pay-for-performance alignment and the expectations of management by introducing a more formulaic approach while retaining Committee discretion. Unlike the 2009 plan, corporate performance as well as the team and personal objectives will be weighted with formal performance ranges used to establish varying levels of payout for actual performance.

 

 

 

 

 

All Other Compensation Table

 

The following table describes each component of the All Other Compensation column in the Summary Compensation Table:

 

 

 

 

 

 

 

The tables above summarize the total compensation paid to or earned by each of our named executive officers during the fiscal year ended on December 31, 2009. The narrative below describes current employment agreements and material employment terms with each of our named executive officers, as applicable, and provides additional description with respect to the compensation components set forth in the above tables.

 

The Company entered into amended and restated letter agreements with each named executive officer on December 31, 2008. These amended and restated letter agreements superseded any previous agreements in place between the executives and the Company with respect to their employment.

 

Except as described below, each of the five letter agreements are identical. In each case the named executive will be employed by the Company for an initial three-year term. Each executive’s employment will be automatically extended for additional one year periods thereafter until the executive attains age 65 unless either the Company or the executive gives prior notice that the agreement will not be renewed. The Company may terminate an agreement at any time for any reason, including “cause” as defined in the agreement (see page 38 for definition). If an executive’s

employment is terminated for “cause” he or she will be entitled to no further compensation except for any base salary accrued and unpaid on the date of termination. If the Company terminates the executive’s employment other than for cause and not in connection with a “change in control” of the Company as defined, the provisions of the Company’s Executive Non-Change in Control Severance Policy, as described on page 40 of this proxy statement, will be effective. If the Company terminates the executive’s employment other than for cause and in connection with a “change in control” of the Company as defined, the provisions of the Company’s Executive Change in Control Severance Policy, as described on page 39 of this proxy statement, will be effective.

 

Each executive who is party to a letter agreement has agreed not to do any of the following during the period equal to the longer of 12 months (24 months in the case of Ms. Hickton) after termination of employment or the period during which the executive is receiving any severance benefits: compete with the Company or be involved with any business that has as its principal business the production of titanium; solicit the business of any Company customer, supplier or licensee; or induce or attempt to influence any employee of the Company or its affiliates to terminate his or her employment with the Company or its affiliate.

 

Under the terms of the letter agreements, each executive officer will be paid the annual salary set forth therein, subject to increases from time to time at the sole discretion of the Company. In addition to base salaries, each executive is eligible to receive bonuses as the Board of Directors of the Company may determine under the Company’s Pay Philosophy and Guiding Principles Governing Officer Compensation, which is discussed under “Compensation Discussion and Analysis” on page 17, and will be eligible to participate in the Company’s stock incentive plan. Each executive is also entitled to paid vacation and other benefits in accordance with the Company’s existing policies and existing and future applicable employee benefit programs including RTI’s Supplemental Pension and Excess Benefit plans, as may be amended from time to time. For further information regarding RTI’s Supplemental Pension and Excess Benefit plans, see page 33 of the proxy statement.

 

Awards under the 2004 Stock Plan

 

The Company’s 2004 Stock Plan permits the granting of awards, which may be made in a combination of stock (which, under the Plan, may be awards of restricted shares, performance shares, phantom stock or non-restricted shares) and stock options. The Company utilizes a mix of incentive stock options, restricted share awards, and performance share awards, with each vesting over time. Stock options are granted at fair market value on the date of grant and vest ratably over three years. Restricted share awards are also granted by the Company, and vest ratably over five years. Performance share awards earn shares of the Company’s Common Stock in amounts ranging from 0% to 200% of the target number of shares based upon the total shareholder return of the Company compared to a designated peer group over a pre-determined performance period. See page 41 of the proxy statement for additional information regarding awards issued under the Company’s 2004 Stock Plan.

 

Incentive Bonus Awards

 

Consistent with the Company’s Pay Philosophy, annual bonuses for target performance against short-term objectives and/or other strategic milestones or operational goals are established near the median of that for similar positions at appropriate comparator companies. The Compensation Committee has discretion to pay or not pay a bonus to a particular officer, based on his or her individual performance, regardless of the level of corporate performance. See page 17 of this proxy statement under “Compensation Discussion and Analysis” for additional information regarding the Company’s payment of bonus awards.

 

Perquisites and Other Compensation

 

Certain perquisites are provided to our named executive officers that the Company believes are competitive with other similar companies and consistent with the Company’s compensation philosophy, as discussed under “Compensation Discussion and Analysis”. Through October 2008, the

principal perquisite programs that were available to the named executive officers include tax preparation and financial planning advice, use of a Company automobile or automobile allowance, business-related club memberships, and annual executive medical exams. Effective November 1, 2008, the principal perquisite programs that may be utilized by the named executive officers include tax preparation and annual executive medical exams. With the exception of Ms. Hickton, each of the named executive officers had their base salary adjusted to include an automobile allowance and a business-related club membership allowance. Ms. Hickton’s base salary was adjusted to include an automobile allowance, and she maintained her business-related club memberships, which are used by the Company as a whole.

 

The Company currently also has in place a 401(k) defined contribution plan in which the Company contributes 50% of the first 8% of an executive’s base salary and bonus contributed by the executive, subject to applicable Internal Revenue Code limits, for those named executive officers who do not participate in the defined benefit pension plan, which is discussed below. Messrs. Strome and Whalen are the only named executive officers for whom the Company is making matching contributions. Other named executive officers may participate in the 401(k) plan up to applicable Internal Revenue Code limits but the Company does not match their contributions.

 

Post-Employment Compensatory Arrangements

 

The Company currently has in place a Pension Plan for Eligible Salaried Employees, a Supplemental Pension Program and an Excess Pension Plan that may be utilized by some or all of the named executive officers. The Company’s pension plan is a qualified defined benefit plan that covers each of the Company’s current named executive officers except for Messrs. Strome and Whalen. The benefits are based on a formula which includes a percentage of the participant’s average monthly base salary multiplied by the number of continuous years of service. The named executive officers also participate in the supplemental pension program, a non-qualified defined benefit plan, which entitles the executive to specified annual benefits based upon average annual bonuses and years of service if they retire after age 60 or prior to age 60 with 30 years of service with RTI’s consent. The Company also maintains the RTI International Metals, Inc. Excess Benefits Plan for certain highly-compensated employees, which is an unfunded “excess benefit plan”, and provides additional retirement income in an amount equal to the difference between benefits that would have been received under the Pension Plan but for certain tax limitations imposed by the Internal Revenue Code and amounts actually payable under the Pension Plan. See “Retirement Benefits” on page 32 of the proxy statement for additional detail regarding the Company’s pension plans.

 

The following table provides information on the current holdings of stock option, restricted stock, and performance share awards by the named executive officers. This table includes vested and unvested option awards as well as unvested restricted stock awards. Each equity grant is shown separately for each named executive officer.