Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
11, 2009, the Compensation Committee of the Board of Directors of SL Industries,
Inc. (the "Company") took the following actions:
(i)
The Compensation Committee approved bonus payments to two of the Company’s
executive officers pursuant to the Company’s 2006 Long Term Incentive Plan (the
“2006 LTIP”). James C. Taylor, the Company’s Chief Executive Officer
and President, was awarded a cash bonus of $136,410 and David R. Nuzzo, the
Company’s Vice President, Chief Financial Officer and Secretary was awarded a
cash bonus of $39,860. Each such bonus was issued pursuant to the
terms of, and reflects each executives’ satisfaction of their respective targets
under the 2006 LTIP.
(iii) The
Compensation Committee adopted the 2009 Bonus Plan (the "2009 Plan") to provide
incentives to officers and members of management of the Company and its
subsidiaries, including certain of the Company’s executive officers, in the form
of cash bonus payments for achieving certain performance goals established for
them. Participants in the 2009 Plan who are named executive officers
of the Company include James C. Taylor, President and Chief Executive Officer of
the Company and David R. Nuzzo, Vice President and Chief Financial Officer of
the Company.
The
2009 Plan includes two components. The first component is a Short
Term Incentive Plan ("STIP"), and the second component is a Long Term Incentive
Plan ("LTIP"). The structure of the 2009 Plan is designed to provide short-term
incentives to participants for achieving annual targets, while also motivating
and rewarding eligible participants for achieving longer term growth
goals. The 2009 Plan provides as follows:
Short Term Incentive
Plan. The Compensation Committee has established two components for the
STIP, a return on invested capital ("ROIC") based component and a component
based on the achievement of pre-determined individual
objectives. Based on the determination of the objectives under the
two components for each the Company’s divisions and its corporate office, the
maximum percentage of base salary that may be earned by the participants’ ranges
from 20% to 45%. STIP bonuses earned will be paid annually. No STIP bonus will
be paid if the ROIC component is below a predetermined threshold or if the
pre-determined individual objectives are not met. No bonus payout under the STIP
will occur if the actual ROIC is less than 50% of the target ROIC.
Long Term Incentive
Plan. The LTIP component of the 2009 Plan is based on a combination of
the achievement of certain sales targets and ROIC targets by each of the
Company’s divisions and its corporate office over the three fiscal years
beginning in 2009. Based on the determination of these objectives,
the maximum percentage of base salary that may be earned by the participants’
ranges from 10% to 55%. LTIP bonuses earned will be paid following
the conclusion of the 2011 fiscal year. A bonus payout under the LTIP will not
occur if either the ROIC or sales component is below 80% of the respective
target.
Under
the 2009 Plan, Mr. Taylor, the President and Chief Executive Officer of the
Company, may earn a maximum bonus of 100% of base salary, and Mr. Nuzzo, the
Vice President and Chief Financial Officer of the Company, may earn a maximum
bonus of 75% of base salary.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SL Industries, Inc.
(Registrant)
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Date:
March 20, 2009
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By:
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/s/
David
R. Nuzzo |
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Name:
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David
R. Nuzzo
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Title:
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Vice
President and Chief Financial
Officer
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