lxu-def14a_20220412.htm

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

Filed by the Registrant  

Filed by a Party other than the Registrant  

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

    LSB Industries, Inc.    

 

(Name of Registrant as Specified In Its Charter)

      

 

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

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 


 

 

 

 

 

 

 

Notice of Annual Meeting of Stockholders

 

To Be Held May 12, 2022

LSB INDUSTRIES, INC.

Virtually Meeting Only

Please register at www.proxydocs.com/LXU

To the Stockholders of

LSB Industries, Inc.

The 2022 Annual Meeting of the Stockholders of LSB Industries, Inc. (the “Company”) will be held in a virtual only format.  You will not be able to attend the annual meeting in person.  Registration is required online at www.proxydocs.com/LXU.  The purpose of the Annual Meeting of Stockholders is the consideration and voting:

 

(1)    To elect three nominees to the Board of Directors;

 

(2)    To approve LSB Industries, Inc. Employee Stock Purchase Plan

 

(3)    To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022; and

 

(4)    To approve, on an advisory basis, named executive officer compensation.

 

BENEFITS OF A VIRTUAL ANNUAL MEETING

The Annual Meeting will be held in a virtual-only meeting format, via live webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully and equally, and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location, and enables us to protect the health and safety of all attendees, particularly in light of the COVID-19 pandemic.  

ATTENDANCE AT THE VIRTUAL ANNUAL MEETING

Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on March 14, 2022, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting.  You will not be able to attend the Annual Meeting physically in person.

In order to attend the Annual Meeting, you must register at www.proxydocs.com/LXU. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

As part of the registration process, you must enter the control number located on your proxy card or voting instruction form.  If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

On the day of the Annual Meeting, May 12, 2022, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting.  The Annual Meeting will begin promptly at 8:30 a.m. and CDT.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

Our virtual Annual Meeting will allow stockholders to submit questions before and during the Annual Meeting. During a designated question and answer period at the Annual Meeting, we will respond to appropriate questions submitted by stockholders.  

We will answer as many stockholder-submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be answered following the meeting, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.  If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Notice of Annual Meeting of Stockholders

 

 

 

 

 

YOUR VOTE IS IMPORTANT

 

You are urged to vote your shares by promptly marking, signing, dating and returning the proxy card or, in the alternative, by voting your shares electronically either over the Internet or by touch tone telephone. Please see “QUESTIONS & ANSWERS – How Do I Cast My Vote?” in the Proxy Statement for further information and instructions.

 HOW TO VOTE

 

 

 

 

VIA THE INTERNET

Visit the website listed on your proxy card

 

 

 

 

 

BY MAIL

Sign, date and return your proxy card in the enclosed envelope

 

 

 

 

BY TELEPHONE

Call the telephone number on your proxy card

 

 

 

 

 

IN PERSON (VIRTUAL)

Attend the 2022 Annual Meeting of Stockholders in person via live video webcast

 

 

 

 

 

 

In addition, you can vote by telephone or Internet. Instructions are included on the proxy card.

 

 

By order of the Board of Directors,

 

 

 

 

Michael J. Foster

 

Executive Vice President,

 

Secretary and General Counsel

 

Oklahoma City, Oklahoma

April 12, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2022.

This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about April 12, 2022. This includes instructions on how to access these materials (including the Proxy Statement for the Annual Meeting, along with the LSB 2021 Annual Report) via the Internet at www.proxydocs.com/LXU.

 


Notice of Annual Meeting of Stockholders

 

 

 

 

Proxy Statement Summary

The Annual Meeting

 

Below is a summary

of certain information

included in the Proxy

Statement. Please

review the entire

Proxy Statement

before you vote.

 

 

 

Time and Date:

 

8:30 a.m., Central Daylight Time (“CDT”), on May 12, 2022

 

 

 

Place:

 

Virtual Meeting Only.

Registration is required at www.proxydocs.com/LXU

 

Record Date:

 

March 14, 2022

 

Matters For Stockholder Vote

 

 

Proposal

Board

Recommendation

Page

 

 

 

 

 

1:    Election of three nominees to our Board of Directors

“FOR”

each nominee

4

 

 

 

 

 

2:    Approval of the LSB Industries, Inc. Employee Stock Purchase Plan

“FOR”

11

 

3.    Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2022

“FOR”

14

 

4:    Advisory vote to approve named executive officer compensation

“FOR”

15

 

 

 

 

 

The Annual Meeting will be held in virtual-only meeting format via live video webcast.  In order to attend the Annual Meeting, you must register at www.proxydocs.com/LXU.

 

You may vote at the meeting if you were a holder of record of our common stock and certain preferred stock at the close of business on March 14, 2022. Please see page 2 for instructions on how to vote your shares.

 


Notice of Annual Meeting of Stockholders

 

 

 

 

Selected Table of Contents

LSB INDUSTRIES, INC.

PROXY STATEMENT FOR

2022 ANNUAL MEETING OF STOCKHOLDERS

 

 

Solicitation of Proxies

1

 

 

Questions and Answers About the Annual Meeting

1

 

 

Proposal 1—Election of Directors

4

 

 

General

4

 

 

Agreements as to Certain Directors and Committees

4

 

 

Nominees for the Class of Directors Whose Term Will Expire in 2025

5

 

 

Continuing Directors

7

 

 

Proposal 2—Approval of the LSB Industries, Inc. Employee Stock Purchase Plan

11

 

 

Proposal 3 — Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2022

14

 

 

Proposal 4 — Advisory Vote to Approve Named Executive Officer Compensation

15

 

 

Corporate Governance

16

 

 

Meetings of the Board

19

 

 

Board Leadership Structure

19

 

 

Committees of the Board of Directors and Committee Charters

19

 

 

Nominating and Corporate Governance Committee

20

 

 

Audit Committee

21

 

 

Compensation Committee

24

 

 

Policy as to Related Party Transactions

25

 

 

Our Executive Officers

26

 

 

Executive Compensation

28

 

 

Compensation Discussion and Analysis

28

 

 

Compensation Philosophy – How Executive Pay is Linked to Company Performance

29

 

Employment Agreements

35

 

 

Management Stock Ownership Guidelines

36

 

 

Tax and Accounting Implications

36

 

 

Executive Compensation Tables

38

 

 

2021 Summary Compensation Table

38

 

 

2021 Grants of Plan-Based Awards

39

 

 

2021 Outstanding Equity Awards at Fiscal Year End

40

 

 

2021 Restricted Stock Vesting

41

 

 

Potential Payments Upon Termination or Change in Control

41

 

 

Table of Severance Benefits

42

 

 

CEO Pay Ratio

45

 

 

Director Stock Ownership Guidelines

45

 

 

2021 Director Compensation Table

46

 

 

Compensation Arrangements with Jack Golsen

47

 

 

Securities Ownership

48

 

 

Security Ownership of 5% Owners

48

 

 

Security Ownership of Certain Beneficial Owners

49

 

 

Stockholder Proposals

52

 

 

Available Information

53

 

 

 

 

 

 

 

 

 

 


Notice of Annual Meeting of Stockholders

 

 

 

 

LSB INDUSTRIES, INC.

3503 NW 63rd Street, Suite 500

Oklahoma City, Oklahoma 73116

PROXY STATEMENT FOR

2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 12, 2022

 

 

 

Solicitation Of Proxies

 

 

This Proxy Statement is furnished in connection with the solicitation on behalf of the Board of Directors (the “Board”) of LSB Industries, Inc. (the “Company,” “us,” “our,” or “we”) for proxies to be voted at our Annual Meeting of Stockholders to be held on May 12, 2022, at 8:30 a.m. CDT in virtual-only meeting format via live video webcast and at any adjournment thereof.

 

 

Questions and Answers

About the Annual Meeting

 

 

 

What matters are being considered?

You will be voting on each of the following items of business:

 

(1)

Election of three nominees to our Board;

 

(2)

Approval of the LSB Industries Inc. Employee Stock Purchase Plan;

 

(3)

Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2022; and

 

(4)

Advisory vote to approve the compensation of our executive officers named in the Summary Compensation Table included in this Proxy Statement (the “named executive officers” or “NEOs”).

The Board recommends a vote “FOR” each of the director nominees and a vote “FOR” each of Proposals 2, 3, and 4.

 

What is a proxy?

A proxy is your legal appointment of another person to vote the shares that you own in accordance with your instructions. The person you appoint to vote your shares is also called a proxy. On the enclosed proxy card, you will find the names of the persons designated by the Company to act as proxies to vote your shares at the annual meeting. The designated proxies are required to vote your shares in the manner you instruct.

 

Will other matters be brought before the annual meeting?

The Board does not intend to bring any other matters before the annual meeting and does not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. However, if any other matter is properly brought before the annual meeting, the accompanying proxy gives discretionary authority to the persons named in the proxy with respect to any other matters that might be brought before the annual meeting. Those persons intend to vote that proxy in accordance with their best judgment on such matter.

 

Who is entitled to vote at the annual meeting?

You or your proxy may vote if you owned voting stock as of the close of business on March 14, 2022, which is the record date for determining who is eligible to vote at the annual meeting.

As of the close of business on the record date, we had the following number of shares of common stock and no voting preferred stock issued and outstanding which were eligible to be voted:

 

(a)

89,564,162 shares of common stock, with each share entitling its holder to one vote;

 

 

 

 

 

 

 

LSB Industries Proxy Statement

1

 


Questions and Answers About the Annual Meeting

 

 

 

 

 

 

What constitutes a quorum?

In order to conduct the annual meeting, we must have a quorum. Holders of a majority of the total of all of the outstanding shares of common stock and voting preferred stock will constitute a quorum for the annual meeting.

What vote is required to approve the items under consideration?

 

Directors are elected by the affirmative vote of a majority of votes cast by the holders of shares present in person or represented by proxy and entitled to vote at the annual meeting.

 

The approval of the LSB Industries, Inc. Employee Stock Purchase Plan requires the affirmative vote of a majority of votes cast by holders of shares present in person or represented proxy entitled to vote at the annual meeting.

 

The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of votes cast by the holders of shares present in person or represented by proxy and entitled to vote at the annual meeting.

 

The advisory vote on executive compensation requires the affirmative vote of a majority of votes cast by the holders of shares present in person or represented by proxy and entitled to vote at the annual meeting.

 

Are abstentions counted?

Abstentions occur when stockholders are present in person or by proxy at the annual meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the stockholders are voting. If your proxy indicates an abstention from voting on the proposal, the shares represented will be counted as present for the purpose of determining a quorum, but they will not be voted on any matter at the annual meeting. If you abstain from voting, you have not cast a vote and the abstention will not be counted in determining the outcome of the proposals.

 

How do I cast my vote?

Registered Holders. If shares are registered in your name, you may vote those shares in person at the annual meeting or by proxy. If you decide to vote by proxy, you may do so in any ONE of the following three ways.

 

By telephone. After reading the proxy materials, you may call the toll-free number (866) 286-3181, using a touch-tone telephone. You will be prompted to enter your Control Number, which you can find on your proxy card. This number will identify you and the Company. You can then follow the simple instructions that will be given to you to record your vote.

 

 

Over the Internet. After reading the proxy materials, you may use a computer to access the website www.proxydocs.com/LXU. You will be prompted to enter your Control Number, which you can find on your Notice of Internet Voting Availability or your proxy card. This number will identify you and the Company. You can then follow the simple instructions that will be given to you to record your vote.

 

 

By mail. After reading the proxy materials, you may vote your shares by marking, signing, dating and returning your proxy card in the envelope provided. To best ensure timely receipt of your proxy, you are encouraged to mail your proxy card for arrival by May 12, 2022.

The Internet and telephone voting procedures have been set up for your convenience and have been designed to authenticate your identity, allow you to give voting instructions and confirm that those instructions have been recorded properly.

Whether you choose to vote in person, by telephone, over the Internet or by mail, you can specify whether your shares should be voted for all, some or none of the director nominees. You can also specify whether you want to vote for or against, or abstain from voting on:

      The approval of the LSB Industries, Inc. Employee Stock Purchase Plan;

      The ratification of the appointment of the independent auditors; and

      The advisory vote to approve the compensation of the Company’s named executive officers

Beneficial Owner. If your stock is held in your brokerage account, also known as “street name,” you should instruct your broker how your shares should be voted. If you fail to give your broker instructions, in some cases but not others the broker may submit a “broker non-vote,” which is explained below.

If you are a beneficial owner whose shares are held of record directly in your name by a broker, you will receive instructions from the broker describing how to direct the voting of or vote your shares. If you do not instruct your broker how to vote your shares, it may vote your shares as it decides with respect to any matter for which it has discretionary authority under the rules of the New York Stock Exchange (“NYSE”).

There are also non-discretionary matters for which your broker does not have discretionary authority to vote unless it receives timely instructions from you. A “broker non-vote” results when a broker does not have discretion to vote on a particular matter, you have not given timely instructions on how the broker should vote your shares and the broker indicates it does not have authority to vote such shares on its proxy. Although broker non-votes will be counted as present at the annual meeting for purposes of determining a quorum, they will be treated as shares not entitled to vote on the proposal.

 

 

 

 

 

 

 

LSB Industries Proxy Statement

2

 


Questions and Answers About the Annual Meeting

 

 

 

 

 

 

 

If your shares are held in street name and you do not give voting instructions, the broker will only be entitled to vote your shares in its discretion with respect to the ratification of the appointment of our independent registered public accounting firm. Without voting instructions from you, the record holder will not be permitted to vote your shares with respect to the election of directors or the advisory vote on executive compensation. Your shares would therefore be considered broker non-votes with respect to these proposals and would have no effect on the proposal. Accordingly, it is important for you to instruct your broker how you wish to vote your shares.

Can I change my mind after I vote?

Yes, you may change your mind at any time before the polls close at the annual meeting, which will be at 8:30 a.m. CDT on May 12, 2022. If you hold your shares directly in record name, you can change your vote by:

 

Submitting a revised proxy using the previously mentioned telephone or Internet voting systems by the deadlines described for each such method above;

 

Sending a written revocation to our Secretary by mail to LSB Industries, Inc., 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116; or

 

Voting in person at the annual meeting.

In the absence of a revocation, shares represented by the proxies will be voted at the annual meeting. Your attendance at the annual meeting will not automatically revoke your proxy. If you do not hold your shares directly, you should follow the instructions provided by your broker, bank or nominee to revoke your previously voted proxy.

What if I sign and return my proxy card but I do not include voting instructions?

If you properly complete and submit a proxy card, but do not indicate any contrary voting instructions, your shares will be voted as follows:

 

“FOR” the election of the three nominees to our Board;

 

“FOR” the approval of the LSB Industries, Inc. Employee Stock Purchase Plan

 

“FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2022; and

 

“FOR” the advisory vote to approve named executive officer compensation.

If any other business comes before the stockholders for a vote at the annual meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Board knows of no matters, other than those previously stated, to be presented for consideration at the annual meeting.

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A., 462 South 4th Street, Suite 1600, Louisville, KY 77845, (800) 736-3001 (U.S. and Canada) and (781) 575-3100 (outside U.S. and Canada).

Will my shares be voted if I do not provide my proxy?

If your shares are registered in your name, they will not be voted unless you submit your proxy or vote in person at the annual meeting. As discussed above, if your shares are held in street name and you do not give voting instructions, the broker will only be entitled to vote your shares in its discretion with respect to the ratification of the appointment of our independent registered public accounting firm.

Who will count the votes?

All votes will be tabulated by Mediant Communications, Inc., who will serve as the inspector of election for the annual meeting.

What is the deadline for submission of stockholder proposals for the 2023 annual meeting?

If you wish to submit proposals to be included in our proxy statement for our 2023 annual meeting, proposals must be received at our principal executive offices in writing not later than December 15, 2022 and should be addressed to Michael J. Foster, Secretary, LSB Industries, Inc., 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116.

If you wish to present a proposal, but you fail to notify us by such deadline, you will not be entitled to present the proposal at the 2023 annual meeting.

For more information regarding stockholder proposals, please see “Stockholder Proposals” below.

Who is soliciting proxies?

We will pay for preparing, printing and mailing this Proxy Statement. Proxies may be solicited on our behalf by our directors, officers or employees, without additional consideration, in person or by telephone, electronic transmission and facsimile transmission. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their out-of-pocket costs of sending the proxy materials to our beneficial stockholders.

Stockholder List

A list of stockholders entitled to vote at the annual meeting will be open for examination by any stockholder for any purpose relevant to the annual meeting during ordinary business hours commencing 10 days before the annual meeting. The list will be maintained at our principal executive offices located at 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116.

 

 

 

 

 

 

LSB Industries Proxy Statement

3

 


 

 

Proposal 1—Election of Directors

 

General

Our Certificate of Incorporation and Bylaws provide for the division of the Board into three classes, each class consisting as nearly as possible of one-third of the whole. The term of office of one class of directors expires each year; with each class of directors elected for a term of three years and until the stockholders elect their qualified successors.

Agreements as to Certain Directors and Committees

Board Representation and Standstill Agreement

On December 4, 2015, the Company entered into the Board Representation and Standstill Agreement (the “Board Representation and Standstill Agreement”), by and among the Company, LSB Funding LLC (“LSB Funding”), Security Benefit Corporation (“Security Benefit”), Todd Boehly, Jack E. Golsen (“J. Golsen”), Steven J. Golsen (“S. Golsen”), Barry H. Golsen (“B. Golsen”), Linda Golsen Rappaport (“L. Rappaport”), Golsen Family LLC, an Oklahoma limited liability company (“Family LLC”), SBL LLC, an Oklahoma limited liability company (“SBL LLC”), and Golsen Petroleum Corp., an Oklahoma corporation (“GPC,” and together with Messrs. J. Golsen, S. Golsen and B. Golsen, Ms. L. Rappaport, Family LLC, SBL LLC, each a “Golsen Holder” and, collectively, the “Golsen Holders”). On October 26, 2017, October 18, 2018, and September 27, 2021 the parties to the Board Representation and Standstill Agreement entered into amendments thereto (the “Amendments”). The Board Representation and Standstill Agreement and the Amendments are collectively the “Amended Board Representation and Standstill Agreement”.

LSB Funding Designees

Pursuant to the Amended Board Representation and Standstill Agreement and based upon the equity holdings of LSB Funding, the Company has agreed to permit LSB Funding, an affiliate of Security Benefit, to designate up to three nominees to the Board, at least one of which will meet the NYSE standards of independence. LSB Funding designated, and our Board appointed, Jonathan S. Bobb and Kanna Kitamura to the Board.

 

Golsen Designees

Under the Amended Board Representation and Standstill Agreement and based upon the Golsen Holders’ equity holdings, the Golsen Holders, collectively, have the right to designate two directors. Messrs. Barry H. Golsen and Steven L. Packebush are the current Golsen designees.  

Other Governance Matters

Our Bylaws provide that the Board may change the total number of directors on our Board from time to time provided that the minimum number of directors is 3 and the maximum is 14. Currently there are 9 directors.

As discussed under “Corporate Governance — Nominating Committee,” our Nominating and Corporate Governance Committee (the “Nominating Committee”) reviews the composition of the Board as part of its assessment of the Board’s performance, and effectiveness. The Nominating Committee values certain characteristics in all Board members, including personal and professional integrity, reputation, outstanding professional achievement, and sound business judgment. The Nominating Committee evaluates each individual director in the context of the Board as a whole with the goal of recommending an effective group with a diversity of experience and skills that exercises sound business judgment in the interest of our business and our stockholders. Consistent with their responsibilities, members of the Nominating Committee have interviewed and evaluated each of the current nominees for director and the Nominating Committee has determined that each is highly qualified to serve as a member of our Board.

The following sets forth certain information regarding the director nominees and other directors whose term will continue after the annual meeting.

 

 

 

 

LSB Industries Proxy Statement

4

 


Proposal 1 – Election of Directors

 

 

 

Nominees for the Class of Directors Whose Term Will Expire in 2025

 

MARK T. BEHRMAN

  Age: 59

  Director since: 2018

 

 

  Committees:

  None 

 

Mark T. Behrman, age 59, has served as President, CEO and board member for LSB industries since 2018. Prior to his appointment as CEO, Mr. Behrman served as Executive Vice President, Chief Financial Officer and Senior Vice President of Corporate Development. In addition to his experience at LSB Industries, Mr. Behrman has more than 30 years of financial and investment banking experience. Prior to joining the company, Mr. Behrman served as the Managing Director at Sterne, Agee and Leach, Inc., leading the firm’s industrial, transportation and energy practices.

Mr. Behrman was previously a Founder and Senior Managing Director of BlueStone Capital Partners, LP, where he was part of a team that created Trade.com Global Markets Inc. He was also a Founder and Director of the BlueStone AFA Private Equity Fund. He began his career at PaineWebber, Inc., and at Drexel Burnham Lambert, Inc.

Mr. Behrman is currently Chairman of the Board of PHX Minerals [NYSE: PHX] as well as Chairman of its Audit Committee and a member of its Governance & Sustainability Committee. Mr. Behrman was previously a director of three public companies: Noble International Ltd., where he also served as Chairman of its Audit Committee; Oakmont Acquisition Corporation; and Robocom Systems International, a developer and marketer of advanced warehouse management software.

 

 

JONATHAN S. BOBB

Jonathan S. Bobb, age 46, has been a director of the Company since 2015. His current term expires in 2022.  Mr. Bobb is a Senior Director on the investment team at Eldridge. In this role, he is responsible for originating, executing and overseeing investments across a range of industries. Mr. Bobb previously served in a similar capacity at Guggenheim Partners. Prior to joining Guggenheim, Mr. Bobb was a member of the investment banking division at Goldman Sachs & Co..  Mr. Bobb received a B.A. in Economics from Stanford University and an M.B.A. from the University of Michigan.

Mr. Bobb serves as an LSB Funding designee under the Amended Board Representation and Standstill Agreement.  Mr. Bobb’s extensive investment and executive leadership experience, among other factors, led the Board to conclude that he should serve as a director.

 

Age: 46

Director since: 2015

 

 

Committees:

Compensation

Audit

 

 

LSB Industries Proxy Statement

5

 


Proposal 1 – Election of Directors

 

 

 

 

RICHARD S. SANDERS, JR.

  Age: 65

  Director since: 2014

  

 

  Committees:

  Audit

  Nominating and
  Corporate Governance

Richard S. Sanders, Jr., age 65, has been a director of the Company since 2014. His current term expires in 2022. Mr. Sanders served as our Interim Executive Vice President, Chemical Manufacturing from September 2015 until August 2016. Mr. Sanders has been a nitrogen fertilizer manufacturing consultant since January 2011 through Circle S. Consulting LLC, of which he is the sole owner. Previously, Mr. Sanders served as Vice President of Manufacturing of Terra Industries Inc. from 2003 until the acquisition of Terra Industries by CF Industries Holdings, Inc. in April 2010. On completion of the transaction, he worked on the integration of manufacturing operations, and as Vice President of Environmental Health and Safety, Engineering and Procurement. At Terra Industries Inc., Mr. Sanders was responsible for Terra’s six manufacturing facilities’ overall operations including production operations, environmental health and safety, project engineering, and technical services. He was also responsible for Terra’s capital investment program of approximately $250 million per year, including major expansion projects. Mr. Sanders was Plant Manager of Terra’s Verdigris, Oklahoma nitrogen manufacturing complex for nine years prior to his role as Vice President of Manufacturing. Prior to Terra, Mr. Sanders served as Plant Manager at the Beaumont Methanol Corporation’s 800,000 GPD methanol manufacturing facility and in management and engineering positions for Agrico Chemical Company. Mr. Sanders served as a Non-Executive Director of Open Joint Stock Company Mineral and Chemical Company EuroChem during 2013. Mr. Sanders received a Bachelor of Science degree in Chemical Engineering from Louisiana State University in 1980.

 

Mr. Sanders’ extensive experience in the chemical industry, his depth of knowledge and understanding of the chemical manufacturing facilities that we operate, and his demonstrated leadership skills throughout his career, among other factors, led the Board to conclude that he should serve as a director.

 

 

 

 

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE THREE NOMINEES AS

DIRECTORS OF THE COMPANY

 

 

 

LSB Industries Proxy Statement

6

 


Proposal 1 – Election of Directors

 

 

 

Continuing Directors

The following six directors will continue in office until the expiration of their respective terms and until their successors have been elected and qualified.

 

BARRY H. GOLSEN, J.D.

  Age: 71

  Director since: 1981

 

 

  Committees:

  None 

 

Barry H. Golsen, J.D., age 71, has been a director of the Company since 1981. His current term will expire in 2024.  Mr. Golsen is President of GOL Capital LLC. He served as the Vice-Chairman of the Board of the Company from 1993 until 2015. He also served as the Company’s President and Chief Executive Officer from January 2015 until September 2015 and as the Company’s President and Chief Operating Officer from 2004 to 2014.

 

Mr. Golsen joined LSB Industries in 1978 and spearheaded the growth of LSB’s Climate Control Business with the development of innovative and climate-friendly products, a number of business startups, the acquisition of Climate Master, Inc. and its merger with LSB’s CHP Corporation.  Under his leadership, LSB’s Climate Control Business attained substantial growth and leading U.S. market shares for its key products.

 

Mr. Golsen attended Cornell University College of Engineering prior to earning both his B.A. and J.D. degrees from the University of Oklahoma. He was admitted to the Oklahoma Bar in 1978. Mr. Golsen is a past Director of the Oklahoma City Branch of the Federal Reserve Bank of Kansas City and served on the Board of Directors of Equity Bank for Savings N.A. His professional affiliations have included the Oklahoma Bar Association, the American Bar Association, the American Society of Heating, Refrigeration and Air-Conditioning Engineers, Young Presidents Organization and World Presidents Organization.  Mr. Golsen is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow, the Gold Standard Director Credential.  NACD Fellowship is a comprehensive and continuous program of study that empowers directors with the latest insight, intelligence and boardroom practices.

Mr. B. Golsen serves as a Golsen designee under the Amended Board Representation and Standstill Agreement. Mr. B. Golsen’s extensive experience and his in-depth of knowledge and understanding of the businesses in which we operate, and his demonstrated leadership skills within the Company, among other factors, led the Board to conclude that he should serve as a director.

 

 

 

 

KANNA KITAMURA

  Age: 49

  Director since: 2018

 

 

  Committees:

  Compensation

  Nominating and
  Corporate Governance

 

Kanna Kitamura, age 49, has been a director of the Company since December 2018. Her current term will expire in 2024.  Ms. Kitamura is a Senior Director and Chief Talent Officer at Eldridge Industries.  Prior to joining Eldridge, Ms. Kitamura was a Vice President and Head of Legal Operations for Guggenheim Investments.  She was a member of Guggenheim Partners’ Women’s Innovation and Inclusion Network, Secretary of the Pro Bono Committee, and acted as a mentor in its Veterans Transition Assistance Program. Prior to joining Guggenheim Partners, Ms. Kitamura was a VP of Business Development and Director of Operations for a management consulting firm and was employed by the United Nations Development Programme in the Division of Public Affairs. Ms. Kitamura serves on the Advisory Board of the NYC Kids Project, a non-profit organization based in New York. Ms. Kitamura is a certified Special Olympics Equestrian Coach and volunteers with various wildlife and conservation groups.

Ms. Kitamura serves as a LSB Funding designee under the Amended Board Representation and Standstill Agreement. Ms. Kitamura’s extensive financial industry leadership and legal experience, among other factors, led the Board to determine that she should serve as a director.

 

 

 

 

LSB Industries Proxy Statement

7

 


Proposal 1 – Election of Directors

 

 

STEVEN L. PACKEBUSH

  Age: 57

  Director since: 2020

 

 

  Committees:

  Audit

  Nominating and Corporate
  Governance

 

Steven L. Packebush, age 57, has been a director since 2020.  His term expires in 2023. Mr. Packebush is a founder and partner in Elevar Partners, LLC, a company providing advisory and consulting services and capital solutions for companies in the agriculture and energy markets. Prior to Elevar Partners, Mr. Packebush worked at Koch Industries, Inc. for over 30 years, retiring in March 2018. Until his retirement, he was the president of Koch Ag & Energy Solutions (“Koch Ag”). Under Mr. Packebush’s leadership, Koch Ag grew from a break-even business to one of the larger business units at Koch Industries and one of world’s largest fertilizer companies. Koch Ag manufactured, marketed, distributed, and traded more than 14 million tons of fertilizer products annually. Key to this growth was acquiring and integrating five nitrogen fertilizer production plants in North America and equity interest in three nitrogen plants in Trinidad and Tobago. In addition, significant capital and resources were invested in the North American plants to improve the environmental, health and safety, efficiencies, and reliability of these facilities. Also, a $1.3 billion plant expansion project located in Enid, Oklahoma was executed and a global fertilizer supply, trading, and distribution business was developed with commercial office locations in Europe, Asia, and Latin America. Mr. Packebush also oversaw the expansion of Koch Ag to include three additional start-up businesses: Koch Energy Services became one of the largest natural gas marketing companies in North America; Koch Methanol supplied methanol to global customers in the plywood, carpet, fuels, and plastics markets; and Koch Agronomic Services became one of world’s largest enhanced-efficiency fertilizer producers and marketers. Prior to his time at Koch Ag, Mr. Packebush held various business development and commercial roles in Koch International, Koch Agriculture, and Koch Minerals.

Mr. Packebush currently serves on the Monolith Materials Inc. Board of Directors, Kansas State University Dean’s Agriculture Advisory Board, and the Wichita Metropolitan YMCA and YMCA360 Board of Directors. Effective April 1, 2022, Mr. Packebush was appointed to the Board of Directors of PHX Minerals Inc.  Previously he served on the board of directors of EuroChem Group AG, Caribbean Nitrogen, Nitrogen 2000, KOCHPAC, and The Fertilizer Institute. He has also served on The Fertilizer Institute’s executive committee and Koch Industries’ Compliance and Ethics Executive Committees..

Mr. Packebush is a 1987 graduate of Kansas State University with a bachelor’s degree in agricultural economics. Mr. Packebush’s extensive industry and executive leadership experience, among other factors, led the Board to conclude that he should serve as a director.

 

 

 

 

DIANA M. PENINGER

  Age: 57

  Director since: 2020

 

 

  Committees:

  Audit

  Compensation

 

Diana M. Peninger, age 57, has been a director of the Company since 2020. Her term expires in 2023.  In February 2021, Ms. Peninger became President & CEO of Reproductive Solutions, a medical device company located in Dallas, TX.  She continues to serve as CEO of Geneva Lake Partners LLC, a strategic advisory firm that works with middle market private industrial companies to develop plans that accelerate growth. She serves on the board of Rogers Group, Inc. since July 2017, chairs the compensation committee and is a member of the audit committee. She served four years as the Board Vice-Chair of the Committee of 200 which is a non-profit organization of the world’s most successful women CEO’s and senior business executives.

Ms. Peninger spent 30 years in the chemical industry including three expat assignments in Frankfurt, Germany. In 2018, she served as CEO for Synata Bio, a renewable clean fuels and chemicals technology company. Within her 28 year career with Celanese Corporation, she held various international senior leadership roles including, Vice President, Acetyl Intermediates, a $2.3B global commodity business portfolio, Vice President and General Manager, EVA Performance Polymer Business serving the medical, adhesives, and solar industries and as Vice President General Manager for Nutrinova Specialty Food Ingredients business. Ms. Peninger spent several years at Chemtura Corp. serving as Vice President, Consumer Products and Vice President, PVC Additives businesses. She started her career in 1987 with Celanese in Pampa, Texas as a plant production engineer.

Ms. Peninger holds a B.S. in Chemical Engineering from South Dakota School of Mines and was honored in 2017 with the prestigious “Distinguished Alumni” award for achievement of excellence in their careers and their communities. She is a National Association of Corporate Directors (NACD) Board Leadership Fellow and serves on the NACD North Texas Board and the University Advisory Board for her alma mater, South Dakota School of Mines & Technology.

Ms. Peninger’s extensive industry, executive and board leadership experience, among other factors, led the Board to conclude that she should serve as a director.

 

 

LSB Industries Proxy Statement

8

 


Proposal 1 – Election of Directors

 

 

RICHARD W. ROEDEL

  Age: 72

  Director since: 2015

  

  

  Committees:

  Audit (Chair)
  Compensation

  Nominating and
  Corporate Governance (Chair)

 

Richard W. Roedel, age 72, has been a director of the Company since 2015. His current term will expire in 2024.  Mr. Roedel serves as a director of four publicly held companies; LSB Industries, Inc., BrightView Holdings, Inc., Clarivate Plc and Luna Innovations Incorporated. Mr. Roedel currently serves as non-executive chairman of LSB and Luna Innovations, chairman of the Audit Committee of LSB and BrightView and a member of the Audit Committee of Clarivate. Mr. Roedel also serves on the Compensation Committee of LSB and Luna and the Risk Committee of Clarivate and Luna, where he serves as chairman.

Mr. Roedel served on the board of Six Flags Entertainment from 2010 until he retired from the board in 2021 and IHS Markit from 2005 until he retired in 2020. Mr. Roedel was non-executive chairman of Six Flags at his retirement in addition to chairman of their Nominating and Governance Committee and a member of its Audit Committee. At IHS Markit, Mr. Roedel served as chairman of the Risk Committee and member of its Audit Committee. Mr. Roedel served on the board of Lorillard, Inc. until 2015 when it was acquired by Reynolds American Inc. During his years on the board Mr. Roedel served as chairman of the Audit Committee, a member of the Nominating and Governance Committee and lead independent director. Mr. Roedel served on the board of Sealy Corporation in several capacities, including chairman of it Audit Committee, until 2013 when Sealy was acquired by Tempur-Pedic International Inc. Mr. Roedel served on the Board of Directors of BrightPoint, Inc in several capacities until 2012, when it was acquired by Ingram Micro Inc., including chairman of its Audit Committee, chairman of its Compensation Committee and member of its Nominating and Governance Committee. Mr. Roedel served on the Board of Directors of Broadview Holdings, Inc. and was chairman of its Audit Committee and a member of its Compensation Committees until 2012, following the approval of its financial restructuring plan by the United States Bankruptcy Court, which resulted in a change to its ownership structure. Mr. Roedel served on the Board of Directors of Dade Behring Holdings, Inc. and was chairman of its Audit Committee until 2007 when Dade was acquired by Siemens AG. Mr. Roedel served on the board of Take-Two Interactive Software, Inc. until 2005, initially as chairman of its Audit and Governance Committees, later becoming chairman and chief executive officer. During his career, Mr. Roedel has been chairman of numerous audit, compensation, governance and special committees.

Mr. Roedel is a member of the National Association of Corporate Directors (NACD) Risk Oversight Advisory Council. Mr. Roedel was appointed to a three-year term, ending in 2017, on the Standing Advisory Group of the Public Company Accounting Oversight Board (PCAOB).

Until 2000 Mr. Roedel was employed by BDO Seidman LLP, having been managing partner of its Chicago and New York Metropolitan area offices and later chairman and CEO. Mr. Roedel is a graduate of The Ohio State University and a CPA.

Mr. Roedel’s extensive experience in finance, accounting, risk management, and public company governance led the Board to conclude that he should serve as a director.

 

 

 

 

LSB Industries Proxy Statement

9

 


Proposal 1 – Election of Directors

 

 

LYNN F. WHITE

  Age: 69

  Director since: 2015

 

 

  Committees:

  Audit

  Compensation (Chair)

Lynn F. White, age 69, has been a director since 2015. His term expires in 2023. Mr. White founded and has served as the Managing Director of Twemlow Group LLC since 2013, and previously from 2008 until 2009. Twemlow Group LLC is a consulting firm that provides strategic, organizational and product development counsel to agriculturally related businesses. Mr. White is a National Association of Corporate Directors (NACD) Board Leadership Fellow, demonstrating his commitment to the highest standards of boardroom excellence. The NACD Fellowship is a comprehensive and continuous program of study that empowers directors with the latest insights, intelligence, and leading boardroom practices. Mr. White is the Chairman of the Board of Anuvia Plant Nutrients, Inc. where he has served as a director since February 2021 and previously from January 2016 to November 2019. From 2009 to 2013, Mr. White served as Vice President, Corporate Development of CF Industries Holdings, Inc. (NYSE: CF). While at CF Industries, he was responsible for external growth initiatives, including M&A and organic efforts, new product development and strategy, and led the integration of the $4.6 billion acquisition of Terra Industries, Inc. While at CF Industries he served as non-executive Chairman or Vice-Chairman of GrowHow UK Limited, the leading British nitrogen fertilizer producer and as a director of KEYTRADE AG, a major Swiss based fertilizer trading firm. Prior to that, he was the President of John Deere Agri Services, Inc., a subsidiary of Deere & Co. (NYSE:DE), where he was responsible for leading a new global business unit created to pursue growth opportunities in technology-based services for industries linked to agriculture. Mr. White was also Vice President of Global AgServices of Deere, where he was responsible for identifying, testing and developing new services for agriculture and food. Prior to that, he was Senior Vice President, Corporate Development of IMC Global Inc. (n/k/a The Mosaic Company), a producer of crop nutrients and salt, and served in various executive positions, including General Manager of the Food Ingredients Division, Director of the Flame Retardants & Fluids Business and Europe, Middle East, Africa Agricultural Chemicals Area Director of FMC Corporation (NYSE:FMC), a global producer of chemicals and machinery. Mr. White also currently serves as Vice Chair of the Dean’s Advisory Council for the College of Agriculture, Food and Environmental Sciences at California Polytechnic State University.  Through 2021 he was president and director of the Charlestowne Neighborhood Association (SC), and until 2014 served as a Trustee of the Barrington Hills (IL) Police Pension Fund.

Mr. White holds a B.A. in History (Highest Honors) from California Polytechnic State University, San Luis Obispo and an M.B.A. in Finance and Multinational Enterprise from the Wharton Graduate School of Business at the University of Pennsylvania.

Mr. White’s extensive leadership experience in the agricultural and chemical industries, strategic development and public company governance, among other factors, led the Board to conclude that he should serve as a director.  

 

 

JACK E. GOLSEN

  Age: 93

  Chairman Emeritus

 

Jack E. Golsen, age 93, is our Chairman Emeritus and the founder of the Company.  He served as the Executive Chairman of the Company’s Board from January  2015 until January 2018 and as the Company’s Chairman of the Board and Chief Executive Officer from 1969 until 2014, as well as the Company’s President from 1969 until 2004. In 1996, he was inducted into the Oklahoma Commerce and Industry Hall of Honor as one of Oklahoma’s leading industrialists. Mr. Golsen is a Trustee of Oklahoma City University and has served on its Finance Committee for many years. Formerly, he was a director of United Way of Oklahoma.  During his career, he acquired or started the companies which formed the Company. He has served on the boards of insurance companies, several banks, including Oklahoma’s largest bank at the time, and was Board Chairman of Equity Bank for Savings N.A., which was formerly owned by the Company. In 1972, he was recognized nationally as the person who prevented a widespread collapse of the Wall Street investment banking industry. Refer to The Second Crash by Charles Ellis, five other books and Fortune Magazine. Mr. Golsen has a Bachelor of Science degree from the University of New Mexico and studied at Tufts College and Boston University.

 

 

 

 

 

 

 

 

 

 

LSB Industries Proxy Statement

10

 


 

 

 

Proposal 2 — Approval of the LSB Industries, Inc. Employee Stock Plan

 

 

Overview

On March 9, 2022, upon the recommendation of the Compensation Committee, our Board adopted our 2022 Employee Stock Purchase Plan (the “ESPP”). We are requesting that stockholders approve the ESPP, the material terms of which are described under “Summary of the ESPP” below. The ESPP will not become effective unless it is approved by our stockholders.

The purpose of the ESPP is to enable eligible employees of the Company and certain of its subsidiaries to use payroll deductions to purchase shares of our Company common stock (our “Common Stock”). Our Board believes that the ownership of shares of our Common Stock by our employees will motivate our employees to contribute to the achievement of our corporate objectives and our success.

As of March 14, 2022, 2,422,366 shares of our Common Stock were available for future issuance or subject to outstanding awards under our 2008 Incentive Stock Plan (the “2008 Plan”) and our 2016 Long Term Incentive Plan (the “2016 LTIP”), which represents 3% of our Common Stock outstanding on such date, and an additional 4,500,000 shares, representing 5% of our Common Stock outstanding as of March 14, 2022, are proposed to be made available for issuance under the ESPP pursuant to this Proposal 2.

Summary of the ESPP

The following is a brief summary of the material terms of the ESPP. A copy of the ESPP is attached as Appendix A to this proxy statement, and we urge stockholders to read it in its entirety. The following description of the material terms of the ESPP is qualified in its entirety by reference to the full text of the ESPP.

The ESPP is intended to enable eligible employees to purchase shares of our Common Stock and thereby acquire an interest in the future of the Company. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

Administration

The ESPP will be administered by the Compensation Committee, which will have the discretionary authority to interpret the ESPP, determine eligibility under the ESPP, prescribe forms, rules and procedures relating to the ESPP and otherwise do all things necessary or desirable to carry out the purposes of the ESPP. Our Board may at any time act in the capacity of the administrator of the ESPP (including with respect to such matters that are not delegated to the Compensation Committee). The Compensation Committee (or our Board) may delegate to one or more of its members (or one or more members of our Board) such of its duties, powers, and responsibilities as it may determine and to employees or other persons as it determines such ministerial tasks as it deems appropriate. As used in this summary, the term “Administrator” refers to the Compensation Committee, our Board or any authorized delegates, as applicable.

Shares Subject to the ESPP

Subject to adjustment as described below, the aggregate number of shares of our Common Stock available for purchase pursuant to the exercise of options under the ESPP is 4,500,000 shares. Shares will not be treated as delivered and will not reduce the number of shares in the aggregate unless and until, and to the extent, they are actually delivered to a participant. If any option granted under the ESPP expires or terminates for any reason without having been exercised in full or ceases for any reason to be exercisable in whole or in part, the unpurchased shares subject to such option will remain available for purchase under the ESPP.  The closing price of share of our Common Stock as reported on NYSE on March 14, 2022 was $19.25 per share.

Eligibility

Participation in the ESPP will generally be limited to our employees and employees of our subsidiaries who have been continuously employed by the Company or one of its subsidiaries, as applicable, for a period of at least 30 days as of the first day of an applicable offering period and who satisfy the requirements set forth in the ESPP. The Administrator may establish additional or other eligibility requirements, or change the requirements described in this paragraph, to the extent consistent with Section 423 of the Code. Any employee who owns shares possessing five percent or more of the total combined voting power or value of all classes of shares of us or our parent or subsidiaries, if any, will not be eligible to participate in the ESPP.

General Terms of Participation

The ESPP allows eligible employees to purchase shares of our Common Stock during specified offering periods. Unless otherwise determined by the Administrator, offering periods under the ESPP will be six months in duration and commence on the first business day of January and July of each year. During each offering period, eligible employees will be granted an option to purchase shares of our Common Stock on the last business day of the offering period. A participant may purchase a maximum of 4,500 shares with respect to any offering period (or such other number as the Administrator may prescribe). No participant will be granted an option under the ESPP that permits the participant’s right to purchase shares of our Common Stock under the ESPP and under all other employee stock purchase plans of us or our parent or subsidiaries, if any, to accrue at a rate that exceeds $25,000 in fair market value (or such other maximum as may be prescribed by the Code) for each calendar year during which any option granted to the participant is outstanding at any time, determined in accordance with Section 423 of the Code.

The purchase price of each share issued pursuant to the exercise of an option under the ESPP on an exercise date will be 90% (or such other percentage as specified by the Administrator) of the closing price of a share of our Common Stock on the exercise date (or, if no closing price is reported for that date, the closing price on the immediately preceding day on which a closing price is reported), which will be the last business day of the offering period.

The Administrator may change the commencement and exercise dates of offering periods, the purchase price, the maximum number of shares that may be purchased with respect to any offering period, the duration of any offering periods and other terms of the ESPP, in each case, without stockholder approval, except as required by law.

 

 

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11

 


 

Participants in the ESPP will pay for shares purchased under the ESPP through payroll deductions. Participants may elect to authorize payroll deductions between 1% and 10% of the participant’s eligible compensation each payroll period.

Transfer Restrictions

For participants who have purchased shares under the ESPP, the Administrator may impose restrictions prohibiting the transfer, sale, pledge or alienation of such shares, other than by will or by the laws of descent and distribution, for such period as may be determined by the Administrator.

Adjustments

In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure that constitutes an equity restructuring, the Administrator will make appropriate adjustments to the aggregate number and type of shares available for purchase under the ESPP, the number and type of shares granted under any outstanding options, the maximum number and type of shares purchasable under any outstanding option and/or the purchase price per share under any outstanding option.

Corporate Transactions

In the event of certain covered transactions (including a consolidation, merger or similar transaction, a sale of substantially all of our assets or shares of our Common Stock, our dissolution or liquidation or such other corporate transaction as is determined by the Administrator), the Administrator may provide that each outstanding option will be assumed or substituted for or will be cancelled and the balances of participants’ accounts returned, or that the offering period will end before the date of the proposed covered transaction.

Amendments and Termination

The Administrator has discretion to amend the ESPP to any extent and in any manner it may deem advisable, provided that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 of the Code will require stockholder approval. The Administrator may suspend or terminate the ESPP at any time.

Certain Federal Income Tax Consequences of the ESPP

The following is a brief summary of certain U.S. federal income tax consequences associated with the shares purchased under the ESPP. This summary does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the ESPP, nor does it cover the income tax laws of any state, local or non-U.S. jurisdiction in which the participant may reside.

The ESPP, and the right of U.S. participants to make purchases thereunder, is intended to qualify as an “employee stock purchase plan” under the provisions of Section 423 of the Code. Assuming the ESPP is and remains so qualified, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the participant's holding period with respect to the shares acquired under the ESPP. If the participant sells or otherwise disposes of the purchased shares, other than following the participant’s death while owning the shares, within two years after commencement of the offering period during which those shares were purchased or within one year of the date of purchase, (i.e. before expiration of the holding periods), the participant will recognize ordinary income in the year of sale or disposition generally measured as the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares. Any additional gain or loss upon the disposition will generally be long-term or short-term capital gain or loss, depending on the participant’s holding period with respect to the shares.  If the participant sells or disposes of the purchased shares more than two years after the commencement of the offering period in which those shares were purchased and more than one year from the date of purchase, or upon the participant’s death while owning the shares, then the participant will recognize ordinary income in the year of sale or disposition measured as the lesser of (1) the amount by which the fair market value of the shares on the sale or disposition date exceeded the purchase price paid for those shares or (2) an amount equal to the excess of the fair market value of the shares on the date of commencement of such offering period over the purchase price for the right as determined on the offering date.  Any additional gain upon the disposition will be treated as a long-term capital gain.  If shares held for the periods described above are sold and the sale price is less than the purchase price, there is no ordinary income and the participant generally will have long-term capital loss equal to the difference between the sale price and the purchase price. The Company generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.

New Plan Benefits

Because awards to employees under the ESPP are based on voluntary contributions in amounts determined by the participant, the benefits and amounts that will be received or allocated under the ESPP are not determinable at this time. Future purchase prices are not determinable because they are based upon the fair market value of shares of our Common Stock at the beginning and end of each applicable offering period.

Vote Required

The affirmative vote of holders of at least a majority of the votes cast on this proposal is required to approve the ESPP. Failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of the vote on this proposal.

 

 

 

 

LSB Industries Proxy Statement

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Proposal 2 — Approval of the LSB Industries, Inc. Employee Stock Plan

 

 

 

Equity Compensation Plan Information

The following table shows, as of December 31, 2021, information with respect to our equity compensation plans under which shares of common stock are authorized for issuance.

 

Plan category

 

Number of securities to

be issued upon exercise of

outstanding options,

restricted stock units,

warrants, and rights

(a)(1)

Weighted average

exercise price of

outstanding options,

restricted stock units,

warrants, and rights

(b)

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

column (a))

(c)

Equity compensation plans approved by stockholders(2)

 

 

 

222,743

 

 

 

$

1.50

 

 

 

 

2,800,002

 

(3)

Equity compensation plans not approved by stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

222,743

 

 

 

$

1.50

 

 

 

 

2,800,002

 

 

 

(1)

As of December 31, 2021, there were options and restricted stock units outstanding to acquire a total of 222,743 shares of common stock under our 2008 Stock Incentive Plan and 2016 LTIP, which represent 0.2% of the number of common stock outstanding. A total of 1,691,243 unvested shares of time-based restricted stock were excluded from this column (a) as those shares are considered issued at the time of grant.  The weighted average price in column (b) includes restricted stock units which do not have an exercise price.

(2)

Plans previously approved by the stockholders include our 2008 Stock Incentive Plan and our 2016 LTIP. Following approval of the 2016 LTIP at our annual meeting of stockholders held in June 2016, no further awards can be granted under our 2008 Stock Incentive Plan. The amount in column (c) represents the number of shares available for issuance under our 2016 LTIP as of December 31, 2021.

(3)

On January 20, 2022, our Board approved awards of restricted stock units (RSUs) to Messrs. Behrman, Burns, Foster and Renwick and Ms. Maguire covering 303,574 shares of common stock.  On March 8, 2022, an award of RSUs was granted to Ms. Carver covering 7,032 shares of common stock. As of March 14, 2022, 2,422,366 shares remained available for issuance pursuant to future awards under the 2016 LTIP.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE
LSB INDUSTRIES INC. EMPLOYEE STOCK OPTION PLAN

 

 

 

 

 

LSB Industries Proxy Statement

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Proposal 3 — Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2022

 

 

The Audit Committee has appointed the firm of Ernst & Young LLP (“E&Y”) as its independent registered public accounting firm for 2022. E&Y has served as our auditors for more than five years, including the fiscal year most recently completed. If the stockholders do not ratify the appointment of E&Y, the Audit Committee will reconsider the appointment and may or may not consider the appointment of another independent registered public accounting firm for the Company for 2022 or future years.

Consistent with past practices, it is expected that one or more representatives of E&Y will attend the annual meeting and will be available to respond to appropriate questions or make a statement should they desire to do so.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.

 

 

 

LSB Industries Proxy Statement

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Proposal 4 — Advisory Vote to Approve Named Executive Officer Compensation

 

 

We are asking our stockholders to approve the following advisory resolution related to the compensation of the Company’s named executive officers commonly known as a “say-on-pay” proposal:

RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, and the compensation tables, and the related narrative discussion in this Proxy Statement.

Our stockholders’ opinions are important to us and we hold this advisory vote annually in order to get a better understanding of their views on the compensation of our named executive officers and its alignment with stockholder interests. The Board and the Compensation Committee, which is composed of independent directors, will review and take into account the outcome of this vote when considering future executive compensation decisions.

Stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the narrative disclosure related to executive compensation disclosure in this Proxy Statement, which provide information about our compensation policies and the compensation of our named executive officers. Stockholders should note that, because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, it may not be appropriate or feasible to change our executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.

The Board intends to hold this vote annually, and the next advisory vote to approve named executive officer compensation will occur in 2023.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE RESOLUTION TO APPROVE THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION.

 

 

 

 

 

 

 

LSB Industries Proxy Statement

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Corporate Governance

 

 

Corporate Responsibility

The LSB Industries, Inc. Environmental, Social and Governance Framework

Our Purpose

As a public company and as a member of the communities where we live and work, it is our obligation to maximize long-term value of the Company for all our stakeholders, including our employees, customers, stockholders, the communities where we operate and the environment. We do this by focusing on safety throughout the Company, on efficiently operating our business and on actively implementing efficient capital management strategies. As we work to achieve success in these endeavors, we are constantly mindful of our responsibility as an organization to be a good corporate citizen. In every facet of operating our company, we base our decisions on a set of core values that we’ve established that lead us to strive to not only minimize any negative impacts of our operations on the aspects of our society and environment that we come in contact with, but to also improve society and the environment.

 

 

 

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United Nations Sustainable Development

Goals Addressed by LSB Industries

Zero Hunger - End hunger, achieve food security and improved nutrition and promote sustainable agriculture

Responsible Consumption and Production - Ensure sustainable consumption and production patterns

Good Heath and Well-Being - Ensure healthy lives and promote well-being for all at all ages

Climate Action - Take urgent action to combat climate change and its impacts

Gender Equality - Achieve gender equality and empower all women and girls

Life Below Water - Conserve and sustainably use the oceans, seas and marine resources for sustainable development

Clean Water and Sanitation – Ensure availability and sustainable management of water and sanitation for all

Life on Land - Protect, restore and promote sustainable use of terrestrial ecosystems, sustainably manage forests, combat desertification, and halt and reverse land degradation and halt biodiversity loss

Affordable and Clean Energy - Ensure access to affordable, reliable, sustainable and modern energy for all

Peace, Justice, and Strong Institutions - Promote peaceful and inclusive societies for sustainable development, provide access to justice for all and build effective, accountable and inclusive institutions at all levels

Decent Work and Economic Growth - Promote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all

Partnerships for the Goals - Strengthen the means of implementation and revitalize the global partnership for sustainable development

Industry, Innovation, and Infrastructure - Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation

 

 

 

 

Our vision is to become a “best-in-class” diversified chemical manufacturer that constantly strives to be a good corporate citizen.  We place a strong focus on the aspects of our operations where we believe we can have the greatest impact, and to-date, have been successful in this regard.  But our endeavors to become a better employer, a better community member and a better champion for the environment have no end points.  Our pursuit of “best-in-class” is never completed, but rather is a journey that we walk each day, and we thank every person in our organization, as well as our suppliers and customers for their partnership, support and persistence on this journey.  For further information, go to www.lsbindustries.com/sustainability.

Board Oversight of ESG

Our Board is engaged in overseeing our business strategies and related risks and opportunities.  This includes ESG topics.  The Committees of the Board facilitate oversight of issues that impact many areas of our business and the Board and various Committees continue to review the manner in which oversight of ESG topics is exercised.  Committees report out to the full Board on key issues.   Examples of ESG oversight include:

 

The Audit Committee has primary oversight over capital investment including alignment with our ESG objectives.

 

The Compensation Committee has primary oversight over human capital management.

 

The Nominating and Corporate Governance Committee has primary oversight over the Company’s practices and positions to advance our corporate citizenship, including environmental, sustainability and corporate social responsibility initiatives.

Board Diversity

We believe that having a mix of directors on the board who are from varied backgrounds and who bring a diverse range of perspectives and insights, foster enhanced decision-making, promote better corporate governance and build board capability.

Our belief is reflected in our Corporate Governance Guidelines, which recognizes that only highly qualified candidates with the right personal qualities (such as leadership skills, integrity, time and commitment), core business skills and industry experience will be considered as board members. While the qualifications of each

 

 

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individual director are paramount, diversity criteria relating to the director’s age, tenure, geographic location, education, gender and ethnicity must also be given due consideration. We recently updated our diversity criteria to formally acknowledge the Company’s goal to include, women and minority candidates in its director search process. These updates confirm our commitment to diversity and inclusion and the diversity criteria that are always considered.  Of our current directors, two are women and one of our female directors is a member of a minority group. Our Corporate Governance Guidelines are available for Review at www.lsbindustries.com/investors.

Executive Diversity

We believe that a diverse workplace culture drives enhanced decision-making and can influence employee attraction and retention, as well as customer satisfaction. Diversity in our business creates long-term value by aligning LSB’s business perspectives with an increasingly diverse customer base, building capability to operate in our markets and enabling the Company to recruit from a larger talent pool. Within our senior executive leadership team, as is the case within the Company as a whole, the level of representation from diverse groups is a criterion that we give due consideration when identifying candidates for senior leadership roles. We do not mandate specific diversity targets in hiring executive officers due to the small size of this group and the need to carefully consider a broad range of criteria. Of our current senior executive team, four are women, including two of our named executive officers for this proxy statement and two of our executives, including one female executive, are members of a minority group.

Corporate Governance Highlights

The Board is committed to continually improving its corporate governance processes, practices and procedures. Our governance policies and structures are designed to promote the Board’s thoughtful oversight of the Company’s business decisions and ensure intelligent risk-taking, with the goal of furthering our long-term strategic goal of becoming a best-in-class chemical producer. Highlights include:

 

An increasingly diverse Board with the appropriate mix of skills, experience and perspective. 22% of our directors are women and one of our directors is a member of a minority group;

 

The appointment of a non-Executive Chairman of the Board;

 

Seven of our nine directors are independent under NYSE listing standards, with the non-independent directors consisting of Mr. Behrman, and Mr. B. Golsen.  While such directors are not deemed to be independent, we believe their interests are aligned with the Company’s as a result of their significant ownership interest in the Company;

 

All Board committees are fully independent;

 

Policy limiting the number of public company boards on which directors may serve;

 

A portion of all executives’ annual compensation is tied to the achievement of environmental and safety metrics, reflecting the importance of our employees and their safety to the Company;

 

Minimum share ownership guidelines for Directors and requirements for Executive Officers;

 

Anti-Hedging of Company Securities Policy; and

 

Stockholder ratification of the selection of external audit firm.

Meetings of the Board

Our Board held 7 meetings in 2021. Like many companies, as a result of the COVID-19 pandemic, we have moved to a virtual meeting format.  We have found the virtual meeting format to work well and we will continue to review the right mix of in-person and virtual meetings going forward.  All directors, for the period of time they served on the Board in 2021, attended 100% of the combined total of the meetings held by the Board and the meetings held by all committees of the Board on which each director served.

Board Leadership Structure

In December 2018, Mr. Roedel was named Chairman of the Board, and Mr. Behrman became the Chief Executive Officer. The responsibilities of the Chairman of the Board generally include:

 

Chairing all meetings of the Board;

 

Assisting the Board and management in providing leadership and developing overall corporate strategy;

 

Building consensus in the development of the Company’s overall strategic plan;

 

Serving as a liaison between management and the directors; and

 

Overseeing the Board’s stockholder communications policies.

The Board reviews the appointment of the Chairman on an annual basis.

Committees of the Board of Directors and Committee Charters

The Board has three separately designated active standing committees: a Nominating and Corporate Governance Committee, an Audit Committee, and a Compensation Committee. The Board has adopted written charters for each of these committees. The Board has determined that all members of these committees are independent directors and satisfy the Securities and Exchange Commission (“SEC”) and NYSE requirements for independence. A current copy of the charters of the aforementioned committees along with our corporate governance guidelines are available on our website at www.lsbindustries.com and are also available from the Company upon request to the Secretary. The following sets forth the current members of each committee and current Board class expiration year:

 

 

 

 

 

 

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Name

Class

Age

 

Director Since

Audit

Nominating

and

Corporate

Governance

Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark T. Behrman

 

2022

 

59

 

2018

 

 

 

 

 

 

 

 

 

Jonathan S. Bobb

 

2022

 

46

 

2015

 

X

 

 

 

 

 

X

 

Richard Sanders, Jr.

 

2022

 

65

 

2014

 

X

 

 

X

 

 

 

 

Steven L. Packebush

 

2023

 

57

 

2020

 

X

 

 

X

 

 

 

 

Diana M. Peninger

 

2023

 

57

 

2020

 

X

 

 

 

 

 

X

 

Lynn F. White

 

2023

 

69

 

2015

 

X

 

 

 

 

 

Chair

 

Barry H. Golsen

 

2024

 

71

 

1981

 

 

 

 

 

 

 

 

 

Kanna Kitamura

 

2024

 

49

 

2018

 

 

 

 

X

 

 

X

 

Richard W. Roedel

 

2024

 

72

 

2015

 

Chair

 

 

Chair

 

 

X

 

Director Statistics

 

Gender Diversity

 

Racial Diversity

 

Average Age

 

Independence

 

Average Tenure

 

22%

 

11%

 

 

61

 

78%

 

 

9

 

 

 

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists entirely of independent directors who were appointed by the Board to serve until their successors are appointed and qualified. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent in accordance with the listing standards of the NYSE. During 2021, the Nominating and Corporate Governance Committee held 4 meetings.

The Nominating and Corporate Governance Committee is primarily responsible for:

 

Developing and recommending to the Board, appropriate corporate governance principles and practices and assisting the Board in implementing those practices; and

 

Developing criteria for, and identifying individuals qualified to become, members of the Board and recommending to the Board nominees for election at the annual meetings of stockholders or for appointment to fill vacancies.

 

Oversee and make recommendations to the Board with respect to the management of the Company’s strategy, initiatives, risks, opportunities and reporting on material environmental, social and governance (“ESG”) matters, to the extent not otherwise overseen by another Board committee.

The Nominating and Corporate Governance Committee periodically assesses the skills and experience needed for the Board to properly direct the business and affairs of the Company. The Nominating and Corporate Governance Committee seeks Board candidates possessing the following qualities:

 

Diverse mix of skills, qualifications and experience, including business leadership, financial expertise, corporate governance, chemical expertise, and legal and risk management;

 

Proven leadership, sound judgment, integrity and a commitment to the success of the Company; and

 

Independence, financial literacy, personal and professional accomplishments and experience considering the needs of the Company.

The Nominating and Corporate Governance Committee evaluates the skills, qualifications, experience and expertise of candidates to determine director nominees. For incumbent directors, the factors also include past performance on the Board and contributions to their respective committees.

The Nominating and Corporate Governance Committee is also responsible for:

 

Advising the Board about the appropriate composition of the Board and its committees, including recommendations related to the Board’s leadership structure and the designation of individuals to serve as Chairman of the Board and Lead Director (if any); and

 

Leading the evaluation of the Board through an annual review of the performance of the Board and its committees.

The Nominating and Corporate Governance Committee considers the qualifications of director candidates recommended by stockholders and evaluates each of them using the same criteria the Nominating and Corporate Governance Committee uses for incumbent or other candidates identified by the Nominating and Corporate Governance Committee. Director candidate recommendations by stockholders must be made in compliance with the procedures set forth in our Bylaws by notice in writing delivered or mailed by first class U.S. mail, postage prepaid, to the Chairman of the Nominating and Corporate Governance Committee, in care of the Secretary of the Company, 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116. Please indicate “Nominating and Corporate Governance Committee” on the envelope.

 

 

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Audit Committee

The Audit Committee assists the Board in (i) overseeing the accounting, reporting, and financial practices of the Company and its subsidiaries, (ii) preparing the report required by the SEC to be included in the Company’s annual proxy and (iii) providing oversite of the Company’s Enterprise Risk Management program.

In carrying out these purposes, the Audit Committee, among other things, is responsible for:

 

Providing an open means of communication among the independent auditors, financial and senior management, the internal auditors and the Board;

 

Appointing, evaluating and approving the appointment, compensation, retention and oversight of the independent registered public accounting firm;

 

Approving in advance all auditing services and permitted non-audit services to be provided by the independent auditor;

 

Annually considering the qualifications, independence and performance of the independent registered public accounting firm;

 

Reviewing recommendations of the independent registered public accounting firm concerning our accounting principles, internal controls and accounting procedures and practices;

 

Providing oversight of the internal audit function;

 

Reviewing and approving the scope of the annual audit;

 

Providing oversight to the Company’s Enterprise Risk Management Program;

 

Reviewing and discussing with management and the independent registered public accounting firm the annual audited and quarterly unaudited financial statements;

 

Reviewing legal matters and the Company’s compliance programs and other systems in place designed to ensure that the Company’s financial statements, reports and other financial information satisfy applicable legal, regulatory or NYSE requirements; and

 

Performing such other duties as set forth in the Audit Committee Charter.

During 2021, the Audit Committee held 7 meetings.

Audit Committee Financial Expert

In 2021, the Board evaluated the members of the Audit Committee and believes that each member of the Audit Committee is financially literate and that each member has sufficient background and experience to fulfill the duties of the Audit Committee. The Board has determined that Mr. Roedel satisfies the definition of “audit committee financial expert” under the NYSE listing standards and applicable SEC regulations.

 

 

 

 

 

 Audit Committee Report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for establishing and maintaining adequate internal controls over financial reporting, including disclosure controls and procedures, and for preparing the Company’s consolidated financial statements.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company and its subsidiaries and management’s report on the Company’s internal control over financial reporting in the 2021 annual report with management. The Audit Committee also reviews the Company’s quarterly and annual reporting on Forms 10-Q and 10-K prior to filing with the SEC. The Audit Committee’s review process includes discussions of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and estimates and the clarity of disclosures in the financial statements.

The independent registered public accounting firm is responsible for expressing opinions on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting.

The Audit Committee has discussed with the independent registered public accounting firm the matters that are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, in accordance with the rules of the PCAOB, the Audit Committee has discussed with and has received the written disclosures and letter from the independent registered public accounting firm regarding its independence from management and the Company. The Audit Committee also has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible Audit Committee Report with maintaining the firm’s independence.

The Audit Committee discussed their overall audit scopes and plans separately with the Company’s internal auditors and independent registered public accounting firm. The Audit Committee meets with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their audits, evaluations by management and the independent registered public accounting firm of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting. The Audit Committee also meets privately with the Company’s compliance officer. The Audit Committee held nine meetings during 2022.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited consolidated financial statements be included in the Company’s Annual Report    on Form 10-K for the year ended December 31, 2022 and filed with the SEC. The Audit Committee also reappointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022. Stockholders are being asked to ratify that selection at the 2022 annual meeting.

Submitted by the Audit Committee of the Company’s Board of Directors.

 

Richard W. Roedel (Chair)

 

 

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Jonathan S. Bobb

Steven L. Packebush

Diana M. Peninger

Richard S. Sanders

 

Lynn F. White

Notwithstanding anything to the contrary set forth in our filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate by reference previous or future filings, including this Proxy Statement, in whole or in part, the foregoing report of the Audit Committee and any statements regarding the independence of the Audit Committee members shall not be incorporated by reference into any such filings.

 

 

 

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Fees Paid to Independent Registered Public Accounting Firm

Audit Fees

The aggregate fees billed by E&Y for professional services rendered for the audit of our annual financial statements for the fiscal years ended December 31, 2021 and 2020, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for those fiscal years, and for review of SEC-related documents for those fiscal years were approximately $1,346,800 and $880,000, respectively.

Audit-Related Fees

E&Y billed us $39,500 and $38,500 during 2021 and 2020 for audit-related services, which included services relating to our benefit plan audits.

Tax Fees

E&Y billed us $151,193 and $198,884 during 2021 and 2020, respectively, for tax services, which included tax return review and preparation, tax consultations and planning.

All Other Fees

E&Y billed us $283,952 during 2021 for financial and tax due diligence related services (not applicable for 2020).

Engagement of the Independent Registered Public Accounting Firm

The Audit Committee is responsible for approving all engagements with E&Y to perform audit or non-audit services for us prior to us engaging E&Y to provide those services. All of the services outlined under the headings “Audit Related Fees,” “Tax Fees,” and “All Other Fees,” above were approved by the Audit Committee. The Audit Committee of our Board has considered whether E&Y’s provision of the services described above for the fiscal years ended December 31, 2021 and 2020 is compatible with maintaining its independence.

Audit Committee’s Pre-Approval Policies and Procedures

All audit and non-audit services that may be provided to us by our principal accountant, E&Y, require pre-approval by the Audit Committee. The Audit Committee delegates such pre-approval of services to the Chairman of the Audit Committee. The Audit Committee or the Chairman of the Audit Committee evaluates the pre-approval request to determine the appropriateness of the proposed project and proposed fee. Further, E&Y may not provide to us those services specifically prohibited by the SEC.

 

Oversight of Risk Management

The Board oversees management’s risk management activities, including those relating to credit risk, liquidity risk, and operational risk, through a combination of processes. The Board believes effective risk management will enable us to accomplish the following:

 

Timely identification of material risks that the Company encounters, including an annual review of enterprise risks with management;

 

Communication of necessary information with respect to material risks to senior executives and, as appropriate, the Board or relevant committee of the Board;

 

Implementation of appropriate and responsive risk management strategies consistent with the Company’s risk profile; and

 

Integration of risk management into the Company’s decision-making.

In addition to the Company’s compliance program, the Board encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. The Board also continually works, with the input of the Company’s executive officers, to assess and analyze the most likely areas of future risk for the Company.

The Audit Committee is responsible for overseeing the Company’s policies with respect to risk assessment and risk management relating to the Company’s major financial risk exposures and to review and discuss such material risks and the steps taken to monitor and control such exposures.

Enterprise Risk Management

LSB has a robust enterprise risk management program that facilitates identification, communication and management of the most significant risks throughout the Company.  We employ a formalized frame work in which risk, governance and oversight are largely embedded in our organization and control structures. Included in our formal process are regular risk assessments.  The purpose of these risk assessments is:

 

To assess internal and external events that affect the achievement of the organization’s objectives

 

Provide an overview of the key risks facing the business

 

Present a broad, holistic view of the risk management framework across the business

The risk assessment is performed through information gathering, analysis and meetings with plant managers, sales, logistics, finance, and other teams across the organization.

Our CFO and General Counsel are accountable for ensuring that enterprise risk oversight and management processes are established and operating effectively.  The Audit Committee is primarily responsible for the risk oversight function and regularly reports out the full Board on the enterprise risks. The CFO and General Counsel report directly to the CEO on risk management matters and management regularly provides reports to the Audit Committee and the full Board.  We believe that our leadership structure supports the Board’s risk oversight.

Code of Ethics

The Chief Executive Officer, the Chief Financial Officer, the principal accounting officer, treasurer, and the controllers of each of our subsidiaries, or persons performing similar functions, are subject to our Code of Ethics for CEO and Senior Financial Officers. Additionally, we and each of our subsidiary companies have adopted a Code of Business Conduct applicable to all of the employees, officers and directors of the Company and its subsidiaries.

Our Code of Ethics for CEO and Senior Financial Officers and Code of Business Conduct are available on our website at www.lsbindustries.com. We will post any amendments to these documents, as well as any waivers that are required to be disclosed pursuant to the rules of either the SEC or the NYSE, on our website (to the extent applicable to the Company’s executive officers, senior financial officers or directors).

 

 

 

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Compensation Committee

Our Compensation Committee is comprised of non-employee, independent directors in accordance with the rules of the NYSE. During 2021, the Compensation Committee held 6 meetings.

The Compensation Committee’s responsibilities include, among other duties:

 

Determining the individual elements of total compensation for the Company’s President and Chief Executive Officer, the other executive officers and the Company’s non-employee directors, and approving specific corporate goals and objectives relevant to their compensation;

 

Overseeing management’s compliance with the compensation reporting requirements of the SEC, the NYSE and any other regulatory bodies, including reviewing and discussing with management the Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s proxy statement for its annual meeting of stockholders or Annual Report on Form 10-K, and determining whether to recommend to the Board that the CD&A be included in the proxy statement or Annual Report on Form 10-K;

 

Reviewing, evaluating and overseeing the incentive, equity-based and other compensation agreements, plans, policies and programs of the Company to compensate the Company’s executive officers and directors;

 

Conducting an annual review of the Chief Executive Officer’s performance and discussing the Chief Executive Officer’s review of the other executive officers; and

 

Performing other functions or duties deemed appropriate by the Board.

Recommendations regarding non-equity compensation of our non-executive officers and our named executive officers are made by our Chief Executive Officer, other than decisions related to his own compensation, and are presented for discussion with the Compensation Committee.

During 2021, the agenda for meetings of the Compensation Committee was determined by its Chairman with the assistance of our Chief Executive Officer. Compensation Committee meetings are regularly attended by the Chief Executive Officer. At each Compensation Committee meeting, the Compensation Committee also meets in executive session without the Chief Executive Officer. The Compensation Committee may delegate authority to the Chief Executive Officer in order to fulfill certain administrative duties regarding the compensation programs.

The Compensation Committee has authority under its charter to retain, approve fees for, and terminate advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities. If a compensation consultant is engaged, the Compensation Committee reviews the total fees paid to such outside consultant by the Company to ensure that the consultant maintains its objectivity and independence when rendering advice to the Compensation Committee. During 2021, the Compensation Committee retained Compensation Strategies, Inc. ("Compensation Strategies”) as its independent compensation consultant to advise the Compensation Committee on matters related to executive and non-employee director compensation. For information regarding the compensation consultant, please see “Executive Compensation — Compensation Discussion and Analysis-Use of Compensation Consultant” in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee has the authority to determine the compensation of all of our officers. The Compensation Committee considered the recommendations of the Chief Executive Officer when setting the compensation of our officers. During 2021, the Chief Executive Officer did not make any recommendation regarding his own compensation. None of the members of the Compensation Committee is an officer or employee of the Company or any of its subsidiaries or had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K during 2021. No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of our directors served as an executive officer at any time during 2021.

Board Independence

The Board has determined that Messrs. Roedel, White, Bobb, Packebush and Sanders and Mmes. Kitamura and Peninger are “independent” in accordance with the current listing standards of the NYSE. Our independent directors are regularly scheduled to meet in executive session following each meeting of the Board.

The Board has affirmatively determined that each of the independent directors had no material relationship with the Company whether directly or as a partner, stockholder or officer of an organization that had a relationship with the Company during 2021. Directors responded to a questionnaire asking about their relationships (and those of their immediate family members) with us and other potential conflicts of interest.

The Board determined that the members of each of the Audit Committee, Compensation Committee, and Nominating Committee meet the independence tests of the NYSE and the SEC.  In connection with the independence of each non-employee director, the Board also determined that each member of the Audit Committee and Compensation Committee meets the additional independence standards of the NYSE and SEC applicable to members of the respective committees.

Communication with the Board

Our Board believes that it is important for us to have a process whereby stockholders may send communications to the Board. Stockholders and interested parties who wish to communicate with the Board, the Chairman, the independent directors as a group, or a particular director, may do so by sending a letter to the Chairman of the Board of Directors at 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder or an interested party and clearly state whether the intended recipients are all members of the Board, the Chairman, the independent directors, non-management directors, or only certain specified individual directors. The Chairman will make copies of all such letters and circulate them to the appropriate director or directors.

 

 

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Policy as to Related Party Transactions

Pursuant to the Audit Committee Charter, our Audit Committee reviews any related party transactions involving any of our directors and executive officers. The Audit Committee believes that it considers all relevant facts and circumstances in its review process.

The following related party transactions were reviewed by the Audit Committee or the Board as a whole:

In July 2021, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with LSB Funding (the “Holder”), an affiliate of Eldridge Industries, LLC and other affiliates, which Exchange Agreement was voted on and approved by our stockholders at a special meeting held during September 2021. Pursuant to the terms of the Exchange Agreement, the Holder would exchange all of the shares of the Series E-1 and Series F-1 Redeemable Preferred into our common stock based on the liquidation preference (“Liquidation Preference”), at the time of the exchange, and an exchange price of $6.16, which is equal to the 30-day volume weighted average price as of the date of the Exchange Agreement.  The Liquidation Preference primarily consists of $1,000 per share of Series E Redeemable Preferred plus accrued and unpaid dividends and the participation rights value.

On September 27, 2021, the closing of the Exchange Agreement occurred, and the Exchange Transaction was consummated. Pursuant to the terms of the Exchange Agreement, the Holder exchanged all of the shares of the Series E-1 and Series F-1 Redeemable Preferred for approximately 49.1 million shares of our common stock.

The total fair value of the approximately 49.1 million shares of common stock issued was approximately $531.1 million (based on the average per share price on the date of closing). The fair value of the common stock issued was in excess of the Series E-1 and Series F-1 Redeemable Preferred carrying amount, net of the bifurcated embedded derivative and unamortized issuance costs, by approximately $231.8 million and was treated as a deemed dividend for financial reporting purposes.

In August 2021, our Board, declared a common stock dividend (“Special Dividend”) contingent on the closing of the Exchange Transaction discussed above. As a result of the stockholders’ approval and the closing of the Exchange Transaction, such Special Dividend was effected in the form of a stock dividend of 0.3 shares of our common stock, for each outstanding share of common stock (exclusive of common stock held in the treasury and the common shares issued as part of the Exchange Transaction),

In October 2021, the Special Dividend was paid through the issuance of approximately 9.1 million shares of common stock, which amount included approximately 1.2 million shares to LSB Funding and approximately 0.7 million shares to the Golsen Holders.  In addition, pursuant to the anti-dilution terms of the Series B and Series D Preferred that were held by the Golsen Holders, the conversion ratio of the Series B Preferred increased to 43.3333 to 1 from 33.3333 to 1 and the Series D Preferred increased to 0.325 to 1 from 0.25 to 1.

In October 2021, the Company completed the issuance and sale of $500 million in aggregate principal amount of its 6.25% Senior Secured Notes due 2028 (the “New Notes”), of which an affiliate of LSB Funding holds $30 million of the New Notes. A portion of the proceeds from the New Notes was used to redeem all of our existing 9.625% Senior Secured Notes due 2023 (the "Old Notes"), of which an affiliate of LSB Funding held $50 million of the Old Notes.

In December 2021, Golsen Family LLC, SBL LLC and Golsen Petroleum Corp., the holders of all of the outstanding shares of Series B and Series D Preferred provided notice to convert all of their shares of Series B Preferred and Series D Preferred into approximately 1.2 million shares of our common stock, pursuant to the terms of these securities.  Pursuant to the terms of these securities, our Board declared, and the Company paid the accumulated dividends totaling approximately $1.9 million on the Series B and Series D Preferred.

 

 

 

 

 

 

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Our Named Executive Officers

 

 

MARK T. BEHRMAN

 

Mr. Behrman, age 59, became our President and Chief Executive Officer effective December 30, 2018. He served as the Company’s Executive Vice President and Chief Financial Officer from June 2015 and its Senior Vice President of Corporate Development beginning in March 2014. Mr. Behrman’s biographical information is set forth above. See “Nominees for the Class of Directors Whose Term Will Expire 2025”.

 

 

 

 

 

 

 

 

 

 

 

 

CHERYL A. MAGUIRE

 

Ms. Maguire, age 44, became the Company’s Executive Vice President and Chief Financial Officer in January 2020.  She was previously the Company’s Senior Vice President and Chief Financial Officer. She joined the Company as Vice President, Financial Planning and Accounting in November 2015. She has more than 20 years of financial and accounting experience across manufacturing and energy industries. Prior to joining the Company, Ms. Maguire served as a Senior Manager of financial planning and analysis with LyondellBasell, a large international plastics, chemicals and refining company, from July 2012 to June 2015. Ms. Maguire was previously head of external reporting, corporate accounting, accounting policy and financial analysis at Petroplus, a European Refining company. During her career, Ms. Maguire was integral to the financial integration of large-scale acquisitions, the execution of multiple debt and equity transactions and the implementation of several corporate restructurings and business turnarounds. She began her career at Grant Thornton LLP. Ms. Maguire holds a Bachelor of Business Administration from University of Prince Edward Island and is a certified public accountant.

 

 

 

 

 

 

 

 

 

 

 

 

 

MICHAEL J. FOSTER

 

Mr. Foster, age 55, became the Company’s Executive Vice President, General Counsel and Secretary on December 30, 2018. He joined the Company as Senior Vice President, General Counsel and Secretary in January 2016. Immediately prior to joining the Company, Mr. Foster was engaged in the private practice of law. From 2007 to 2014 Mr. Foster served as the Senior Vice President, General Counsel and Secretary for Tronox (NYSE:TROX), a global mining and manufacturing firm. Before his appointment as the Tronox General Counsel, Mr. Foster served as its Managing Counsel leading the operations of the Tronox legal team following its spin-off from Kerr-McGee Corporation. Prior to the Tronox spin-off, Mr. Foster served as a member of the Kerr-McGee legal team. His earlier experience includes nearly five years in the midstream energy industry and more than five years in the public and private practice of law. Mr. Foster holds a Bachelor of Science degree in Agriculture Science from the University of Illinois Urbana-Champaign and a Juris Doctor degree from the University of Tulsa.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LSB Industries Proxy Statement

26

 


Our Executive Officers

 

 

JOHN P. BURNS

 

Mr. Burns, age 58, became the Company’s Executive Vice President, Manufacturing of the Company in February 2020.  He brings 30 years of operating experience in petroleum refining and chemical manufacturing industries including 8 years of experience in the nitrogen-based fertilizers and industrial feedstocks sector.  His leadership roles include Reliability Engineering Manager, Area Operations Manager, Engineering and Maintenance Manager, Director of Operations Excellence and Vice President of Operations leading multiple facilities.  In these roles, he has improved performance in the key operating categories of safety, environmental stewardship, production performance and cost, and product quality.  He has demonstrated skills and capability in process safety excellence, leadership development and coaching, competitive benchmarking, dynamic work design, lean process implementation and digital innovation.  John graduated from Texas A&M University, College Station, TX with a BS in Engineering Technology and Texas A&M University, Corpus Christi, TX with an MBA.

 

 

 

 

 

 

 

 

 

DAMIEN RENWICK

 

Mr. Renwick, age 45, became the Company’s Executive Vice President and Chief Commercial Officer in January 2021. Mr. Renwick has more than 17 years of experience in the chemical industry, most recently with Houston-based Cyanco where he was President of Cyanco International and held the additional position of Chief Commercial Officer.  Prior to this, Mr. Renwick was with Perth, Australia-based Wesfarmers Limited, one of Australia’s largest listed companies. There he held various positions of increasing responsibility in the Chemicals, Energy and Fertilizers division, including Director and General Manager of Australian Gold Reagents, and Commercial Manager, Ammonium Nitrate.  Mr. Renwick has led and executed multiple significant commercial transactions to underpin large-scale capital investment projects, led large improvements in operating and safety performance of production plants and been deeply involved in numerous capital growth projects and acquisition and divestment transactions and evaluations. He began his career with Arthur Andersen in its consulting division.

Mr. Renwick holds a Bachelor of Engineering (Honors) and a Bachelor of Commerce from the University of Western Australia

 

 

 

 

 

 

 

 

 

 

KRISTY D. CARVER

 

Ms. Carver, age 54, became the Company’s Senior Vice President and Treasurer in January 2019.  She has extensive experience in financial, accounting and tax across the manufacturing and financial services industries.  She joined the Company as Vice President in 2008 and was appointed Vice President and Treasurer in January 2014.  Prior to joining the Company, Ms. Carver was a Senior Vice President at IBC Bank (formerly known as Local Oklahoma Bank) primarily focused on strategic tax planning, compliance, reporting and supervising multi-year tax litigation arising from certain government assisted acquisitions and related matters.  Ms. Carver began her career at Arthur Andersen LLP and is a certified public accountant.  Ms. Carver holds a Bachelor of Science in Accounting from the University of Central Oklahoma.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LSB Industries Proxy Statement

27

 


 

 

Executive Compensation

 

 

 

Compensation Discussion and Analysis

Overview of Compensation Program

This Compensation Discussion and Analysis describes our compensation philosophy, objectives, policies and practices framed within the context of the chemical manufacturing industry, our specific strategy and the performance of our named executive officers for 2021.

Our named executive officers (“NEOs”) for 2021 were:

Mark T. Behrman

President and Chief Executive Officer

Cheryl A. Maguire

Executive Vice President and Chief Financial Officer

Michael J. Foster

Executive Vice President, General Counsel and Secretary

John P. Burns

Executive Vice President, Manufacturing

Damien J. Renwick

Executive Vice President and Chief Commercial Officer

Kristy D. Carver

Senior Vice President and Treasurer

Compensation Principles

To support LSB’s vision to become a best-in-class chemical company, our executive compensation program ties strategy and performance to compensation, including our equity-based compensation.  This is intended to focus our executive team on the long-term success of the Company and aligns their compensation with our stockholders.  Our compensation programs are designed to assist us in attracting, motivating and retaining the brightest talent with skills across a diverse set of capabilities.  This allows us to continue improving our operational and financial performance, which is essential to achieving the long-term success of our business and the shared success with our customers, stockholders and other stakeholders. Compensation is a critical tool that helps us accomplish this objective. Our programs have been designed with a focus on sustainable performance using measures tied to both financial and operational performance with foundations in safety, health and the environment.

The following principles guide the Compensation Committee and management in the design and administration of LSB’s executive compensation programs, while supporting the core value of our compensation philosophy of pay-for-performance:

 

link to our business strategy and long-term value creation,

 

achieve market competitiveness,

 

align with good governance practices, and

 

mitigate compensation risk.

The following summarizes how we seek to achieve our compensation principles, and highlights key risk-mitigating features incorporated into our processes and programs:

Compensation Plan Design

Compensation program is simple and transparent,

Compensation is balanced between fixed and variable compensation, with a significant part of NEO total direct compensation (salary plus annual incentive plus long-term incentive) being at-risk,

Level of fixed compensation is designed to promote retention,

Performance targets are derived from LSB’s annual business plan and longer-term strategic business plan objectives,

Long-term incentive plan has threshold performance levels (below which payouts are not made) and are capped at two times target payout,

Total direct compensation is benchmarked versus relevant peers while also considering internal equity and other factors, and

Judgment is applied to address individual circumstances.

Corporate Governance

Independent Compensation Committee oversees all aspects of executive compensation to assess potential impact on business risk (including human resource risk),

Compensation Committee retains an independent compensation consultant,

Recoupment Policy applies to incentive compensation,

NEOs are subject to mandatory Management Stock Ownership Guidelines,

Directors and officers are subject to an insider trading and anti-hedging and pledging policy,

Double trigger change in control provisions, requiring both a change in control and a qualifying termination of the executive’s employment, are embedded in employment contracts and long-term incentive plans, and

Stockholders have an annual “say on pay” vote.

The Compensation Committee reviews and recommends to the Board the compensation philosophy, strategy and principles, and program design, as well as oversees the administration of our executive compensation plans, policies and programs.

The Compensation Committee is composed of independent directors who have been determined by the Board to possess human resources literacy, meaning an understanding of compensation theory and practice, human resources management and development, succession planning and executive development. Such knowledge and capability includes: (i) current or prior experience working as a chief executive or senior officer of a major organization (which provides significant financial and human resources experience), (ii) involvement on board compensation committees of other entities, (iii) experience and education pertaining to financial accounting and reporting, which is integral to managing executive incentive compensation, and/or (iv) familiarity with internal financial controls. This knowledge and experience, in conjunction with a comprehensive compensation decision process and the support of its independent compensation consultant, enables the Compensation Committee to formulate informed compensation recommendations for Board approval. One of the primary purposes of the Committee is to assist the Board in fulfilling its oversight responsibilities for executive compensation. Together with the Board, the Compensation Committee is committed to getting LSB’s approach to human resources matters and compensation right, both for stockholders and for the Company’s long-term success. The executive compensation elements of our Compensation Committee’s charter focus on:

evaluating executives’ performance and recommending appropriate compensation in light of that performance;

overseeing the instruments that deliver pay-for-performance;

 

 

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Executive Compensation

 

 

mitigating compensation risk; and

putting in place a process to determine competitive compensation levels and overseeing the execution of this process.

To support the decision-making process, the Compensation Committee receives input from management and an independent compensation consultant. The Compensation Committee considers the data provided by and advice of its independent compensation consultant, as well as many other factors. Ultimately, all decisions and recommendations to the Board are the Committee’s own. The Compensation Committee reviews the performance goals for the CEO, assesses the CEO’s performance, and makes compensation recommendations for the CEO to the other independent members of the Board for approval. With respect to the other executive officers, the CEO’s assessment of their performance is taken into account when making compensation decisions. The Compensation Committee reviews and approves the compensation structure and evaluation process for the CEO and the executives who report directly to the CEO.

Compensation Program Risk Management

We endeavor to mitigate executive compensation risk through appropriate corporate governance oversight and executive compensation plan design (as outlined above) and through our corporate governance policies. We also seek to motivate certain behaviors that encourage appropriate risk-taking to drive performance in accordance with our risk profile. As part of its risk management role, the Compensation Committee:

actively engages with the senior Company leaders to understand the connection between our executive compensation programs and business strategy;

 

determines compensation plan design, the selection of peer groups, the elements of compensation and participation, in order to assess potential impact on business risk (including human resource risk);

 

retains an independent compensation consultant to provide independent advice on market data, plan design and current good corporate governance practices;

 

oversees a robust process to assess performance; and

 

considers the implications of the potential risks associated with the Company’s compensation policies and practices.

Our executive compensation programs are designed to provide competitive levels of reward that are responsive to Company and individual performance but do not incentivize risk taking that is reasonably likely to have a material adverse effect on the Company. In reaching the conclusion that our executive compensation programs do not create risks that are reasonably likely to have a material adverse effect on us, the Compensation Committee examined the various elements of our executive compensation programs and our risk mitigation controls. In particular, numerous factors were considered, including:

Absence of significant short-term incentives that would reasonably be considered as motivating high-risk investments or other conduct that is not consistent with the long-term goals of the Company;

Provision of a mix of short-term and long-term compensation;

Type of equity awards granted to employees and level of equity and equity award holdings; and

Historical emphasis on long-term growth and profitability, over short-term gains.

Specific corporate governance policies related to compensation risk management include:

Recoupment Policy. Our Recoupment Policy allows for the discretionary recovery from a current or former executive officer of any excess incentive compensation granted or paid to the executive officer where the original award was contingent on the achievement of certain financial results that were later subject to a financial restatement by reasons of non-compliance with securities laws and the need for the restatement was caused by the executive officer’s intentional misconduct, dishonesty or fraud.

Mandatory Stock Ownership Guidelines. Our NEOs are subject to our mandatory Management Stock Ownership Guidelines of five times salary for the President & CEO and three times salary for our other NEOs.

Insider Trading and Pledging and Hedging Policies. Our Insider Trading Policy and Policy Regarding Pledging and Hedging of Company Securities govern the trading of Company securities by insiders and prohibit directors and officers from entering into derivative or similar transactions with respect to their securities of the Company, holding their securities in a margin account or pledging their securities as collateral for loans, because such arrangements could reduce the risk of equity ownership by directors and officers and negate the alignment of interests of directors and officers with those of stockholders.

The three elements of total direct compensation for our NEOs are: (i) base salary, (ii) short-term incentive and (iii) long-term incentive. Unlike base salary, which is fixed annually, short-term and long-term incentive awards each represent variable compensation. These three elements are balanced such that a portion of each NEO’s compensation is contingent on performance across both near and long-term horizons.  The Compensation Committee has adopted and implemented core principles that form the framework for our executive compensation programs.  We believe that the Company’s executive compensation programs clearly align executive compensation opportunities with our Company’s long-term strategic plan and provides accountability for long-term results.

Compensation Philosophy - How Executive Pay is Linked to Company Performance

Our executive compensation program is designed to incentivize and motivate our executive officers to lead and manage our business well over the long-term, to drive performance improvements, and to increase stockholder value. It is also designed to enable us to compete effectively with other companies in attracting, motivating and retaining talented executives.

The incentive compensation elements of our program are designed to align closely the financial interests of our executives with those of our stockholders. We believe the portion of compensation that is at-risk and tied to organization-wide performance metrics should increase as the level of responsibility increases.

Because of the inherent risk in chemical operations, we place a high priority on our leaders to create, maintain and reinforce a

 

 

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Executive Compensation

 

 

strong safety culture. Because of the environmental risks in our business, we place a high priority on managing our operations responsibly and sustainably.

We regularly assess how our executive compensation program compares to companies with a similar profile to ours. Our objective is to deliver compensation at a competitive market level which will enable executive officers who demonstrate consistent performance over a multi-year period to earn compensation that is competitive and consistent with or above targeted total compensation. Conversely, the program will pay less than the annual target compensation when performance does not meet expectations. Individual executive compensation may be above or below the annual targeted compensation level, based on our performance; economic and market conditions; the individual’s performance, contribution to the organization, experience, expertise, and skills; and other relevant factors.

 

Compensation Framework

 

In accordance with our compensation philosophy, the salary and benefits for NEOs provide the secure fixed compensation component that the Compensation Committee feels is necessary to attract and retain key executive talent.  The combination of annual and long-term incentives is designed to motivate the execution of our business strategy in a manner that creates stockholder value while retaining executive talent and aligning our executive’s interests with those of our stockholders.

The combination of the fixed and at-risk compensation components provides our executives with a competitive compensation package that is designed to meet our needs and the expectations of our stockholders.

 

 

 

Compensation Element

Performance Period

Performance

Measures

Purpose of

Compensation

Element

Base Salary

•   Not applicable

•   Pay aligned with
scope of
responsibilities and
experience

•   Provides
competitive fixed
pay

 

 

 

 

Performance Annual

Incentive Award

(Short-Term Incentive)

•   1 year

•   Safety

•   Financial and
operational
performance
measures

•   Promotes
achievement of
performance
goals

 

 

 

 

Equity Grants

(Long-Term Incentive)

•   3 years

Depending on form of grant:

•   Time-based (vesting
ratably over 3 years)

•   Financial
performance
metrics

•   Stock price

•   Aligns NEOs’
and stockholders’
interests

•   Retains talent with
long-term wealth
accumulation
opportunities

 

 

 

 

Perquisites and

Other Benefits

•   Not applicable

•   Not applicable

•   Allows the
Company to remain
competitive among
its peers to attract
and retain key talent

 

For 2021, the pay mix, as between salary, short-term incentives and long-term incentives, is below, determined actual amounts paid for short-term incentives and assuming target performance for long-term incentives, where applicable, and based on the grant date fair value of any equity awards (and not including any one-time bonuses relating to the Exchange Transaction).

 

 

 

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Executive Compensation

 

 

 

 

Compensation Peer Group

LSB benchmarks NEO compensation levels using a peer group of companies (the Compensation Peer Group). The Compensation Committee annually commissions its independent compensation consultant to review the criteria and composition of the peer group. The Compensation Peer Group utilized in making the compensation decisions for 2021 was comprised of the following companies:

 

Advansix Inc.

American Vanguard Corporation

Balchem Corporation

Chase Corporation

CSW Industrials, Inc.

CVR Partners, LP

Flotek Industries, Inc.

Hawkins, Inc.

Haynes International, Inc.

Intrepid Potash, Inc.

Landec Corporation

Quaker Chemical Corporation

Synalloy Corporation

Trecora Resources

United States Lime & Minerals, Inc.

Overall, LSB targets the total direct compensation (salary plus annual incentive plus long-term incentive) between median and the 75th percentile of the Compensation Peer Group, with the discretion to recognize the roles, experience and expertise of our executive team as well as internal equity and other factors the Compensation Committee determines are appropriate.

The Compensation Committee, in consultation with its compensation consultant, evaluates the composition of the Compensation Peer Group by evaluating, among other things, the industry or business models, annual revenues, market capitalization, and geographic locations of potential Compensation Peer Group companies, as well as those companies that are perceived competitors for talent.

Setting Executive Compensation

The Compensation Committee annually sets cash and non-cash executive compensation to reward the NEOs for achievement of, and to motivate the NEOs to achieve, near-term and long-term business objectives. The Compensation Committee also reviews the compensation information of our Compensation Peer companies. As described in more detail below, in 2021, the Compensation Committee engaged Compensation Strategies as its independent compensation consultants to assist the Compensation Committee in conducting its review of our compensation program. This information provided by the independent compensation consultant is used to determine how our compensation program compares to our Compensation Peer Group and the market generally, as further described below.

In setting compensation, the Compensation Committee also considers the allocation between cash and non-cash compensation amounts, and near-term and long-term compensation, but does not have a specific formula or required allocation between such compensation types. In each case, such allocation is considered as part of the overall compensation determinations.

During 2021, the Compensation Committee compared the Chief Executive Officer’s total compensation to the total compensation of our other NEOs. However, the Compensation Committee has not established a target ratio between total compensation of the Chief Executive Officer and the median total compensation level for the next lower tier of management. The Compensation Committee also considers internal pay equity among the NEOs and in relation to the next lower tier of management and average compensation of all employees to maintain compensation levels that are consistent with the individual contributions and responsibilities of those NEOs. The Compensation Committee does not consider amounts payable under severance agreements when setting the annual compensation of the NEOs.

Base Salary

The Compensation Committee annually reviews and adjusts salaries based on changes in the market, responsibilities and performance against job expectations, strategic importance and experience and tenure. The following table sets forth the base salaries for each of our NEOs as of the end of 2021. There was no increase to the salaries for our NEOs for 2021.  The Compensation Committee, based upon its annual review and overall market conditions, approved increases to the base salaries of each of our NEOs for 2022.  The increases went into effect on April 2, 2022

 

 

 

 

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Executive Compensation

 

 

 

 

Named Executive Officer

2021 Base Salary

2022 Base Salary

Mark T. Behrman

 

$

650,000

 

 

 

$

676,000

 

 

Cheryl A. Maguire

 

$

370,000

 

 

 

$

384,800

 

 

Michael J. Foster

 

$

390,000

 

 

 

$

405,600

 

 

John P. Burns

 

$

350,000

 

 

 

$

364,000

 

 

Damien J. Renwick

 

$

300,000

 

 

 

$

330,000

 

 

Kristy D. Carver

 

$

298,700

 

 

 

$

310,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-Term (Annual) Incentive Plan

NEOs participate in the Company’s Short-Term Incentive Plan (the “STI Plan”). The STI Plan is our annual performance pay plan developed and instituted in 2016. The STI Plan provides the opportunity for annual cash payments tied directly to the achievement of key pre-established financial and operational goals. The Compensation Committee sets goals derived from our strategic plan that are designed to align the interests of our NEOs with the interests of our stockholders.

Our STI Plan is a key element in supporting our pay-for-performance philosophy. Each NEO’s annual incentive opportunity is determined by performance in up to four components, with an emphasis on key operating and financial metrics:

1.

Safety &/Environmental performance (all NEOs except Ms. Carver);

2.

Company EBITDA (all NEOs except Ms. Carver);

3.

Production Rates (all NEOs except Ms. Carver);

Annual incentive targets are set as a percentage of salary, with actual payouts based on a performance multiplier dependent on the achievement of predetermined annual goals. The annual incentive targets for Messrs. Behrman, Burns, and Foster and Ms. Maguire were established in their respective employment agreements. Ms. Carver’s payout target was established at the beginning of 2021.  Mr. Renwick’s payout target was established upon his beginning employment with the Company. At the end of each year, the Compensation Committee determines the actual achievement of each performance goal.  The Compensation Committee and the Board have the ability to apply informed judgment to adjust outcomes based on market, operational and other realities that may not have been contemplated in the scorecard formula.

 

 

 

Category

Performance Metric

Safety &/Environmental performance

Achieve Total Recordable Injury Rate (TRIR) company-wide

Achieve Process Safety Tier I Incidents (PSI) company-wide

Achieve Reportable Environmental Events company-wide

LSB Corporate Financial Performance

Achieve EBITDA at budget

Production Rates

Achieve NH3 production at budget

 

 

NEO

2021 Salary

 

Target Annual Incentive (% of Salary)

 

Safety & Environmental Performance

 

EBITDA

 

NH3 Production

 

Individual

Performance

 

Overall Multiplier

 

Overall Score (% of Target)

 

2021  STIP Plan Payout

 

 

 

 

 

 

 

 

Weight

 

Score

 

Weight

 

Score

 

Weight

 

Score

 

Weight

 

Score

 

 

 

 

 

 

 

 

 

 

Mark T. Behrman

$

650,000

 

100%

 

25%

 

8.4

 

50%

 

 

100

 

25%

 

 

12.6

 

 

 

 

 

100%

 

 

121.0

 

$

786,500

 

Cheryl A. Maguire

$

370,000

 

70%

 

25%

 

8.4

 

50%

 

 

100

 

25%

 

 

12.6

 

 

 

 

 

100%

 

 

121.0

 

$

313,390

 

Michael J. Foster

$

390,000

 

70%

 

25%

 

8.4

 

50%

 

 

100

 

25%

 

 

12.6

 

 

 

 

 

100%

 

 

121.0

 

$

330,330

 

John P. Burns

$

350,000

 

70%

 

25%

 

8.4

 

50%

 

 

100

 

25%

 

 

12.6

 

 

 

 

 

75%

 

 

90.8

 

$

222,338

 

Damien J. Renwick

$

300,000

 

50%

 

25%

 

8.4

 

50%

 

 

100

 

25%

 

 

12.6

 

 

 

 

 

110%

 

 

133.1

 

$

200,000

 

Kristy Carver

$

298,700

 

40%

 

 

 

 

 

40%

 

 

150

 

 

 

 

 

60%

 

 

130

 

 

 

 

138.0

 

$

164,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Executive Compensation

 

 

 

 

 

Long-Term (Equity) Incentive Plan

We award long-term performance pay to our NEOs under the terms of the 2016 Long Term Incentive Plan, as amended and restated March 4, 2021 (the “2016 LTIP”) that was approved by stockholders at the 2021 annual meeting of stockholders. The Compensation Committee, with the input of its independent compensation consultant, designed the 2016 LTIP to align NEO compensation with stockholders’ interests and to serve as a retention tool. The Compensation Committee believes the 2016 LTIP allows us to continue to motivate our NEOs through the grant of equity-based awards and will also increase the Compensation Committee’s flexibility to grant different types of equity, equity-based, and cash awards in the future.

The Compensation Committee evaluates each NEO’s performance on an annual basis and grants equity awards, and, for each NEO, determines the allocation between time-based grants and performance-based grants.

Both the time-based and the performance-based awards generally vest over a three-year period. Time-based awards vest one-third on each of the first three anniversaries of the date of grant. Performance-based awards vest at the end of the three-year performance measurement period. We believe both award types link the value of payments to the long-term results of the Company.

The 2021 grants for Messrs. Behrman, Burns, Foster and Renwick and Ms. Maguire included both performance-based and time-based restricted stock grants.  The performance metrics for the 2021 performance-based grants were (i) absolute total shareholder return (ATSR) and (ii) fixed costs per ton of ammonia, in each case, measured annually over a three year performance period. The Compensation Committee determined that these performance metrics are good measures of overall Company performance. The threshold performance for both ATSR and fixed costs per ton of NH3 is 50% of target performance levels with a maximum of 200% of target performance levels. Ms. Carver received a grant of time-based restricted stock units that cliff-vests on the third anniversary of the grant date.

Perquisites and Other Personal Benefits

The Compensation Committee believes that perquisites and personal benefits are an appropriate component of total compensation that can contribute to our ability to attract and retain talented executives. Accordingly, the Company provided our NEOs with limited perquisites and personal benefits in 2021 that were consistent with our overall compensation program, including an automobile allowance for Messrs. Behrman, Foster, Renwick and Ms. Carver and relocation expenses for Mr. Renwick.

The Compensation Committee periodically reviews the levels of perquisites provided to the NEOs to determine whether such perquisites are consistent with our compensation policies.

 

 

 

 

 

 

Consideration of Stockholder Say-On-Pay Advisory and Say-on-Frequency Votes

 

At our annual meeting of stockholders held in May 2021, approximately 99% of the total votes cast on our say-on-pay proposal approved the compensation of our NEOs on a non-binding, advisory basis. The Compensation Committee and the Board believes that this affirms our stockholders’ support of our approach to executive compensation and did not make any changes as a direct result of this vote. Any concerns and comments raised by our stockholders related to our compensation program are considered by the Compensation Committee as it completes its periodic reviews of our compensation program and considers any potential changes to the program.

 

The Compensation Committee will continue to consider any and all feedback it receives from stockholders and proxy advisory firms when making future compensation decisions for our NEOs, including when negotiating any future employment agreements.

 

In accordance with the advisory vote on the frequency of the stockholder advisory vote on executive compensation submitted to stockholders at the Company’s annual meeting of stockholders held in June 2017, the Company will continue to hold a stockholder advisory vote on executive compensation every year until the next required advisory vote on the frequency of such votes which, in accordance with applicable law, will occur no later than the Company’s 2023 annual meeting.

 

 

 

 

Role of Executive Officers in Compensation Decisions

Our Chief Executive Officer annually reviews the performance of each of our NEOs (other than himself) and provides recommendations to the Compensation Committee with respect to salary, STI Plan and 2016 LTIP compensation, and other benefits. The Compensation Committee reviews these recommendations while considering the Compensation’s compensation philosophy and objectives. In determining compensation for our Chief Executive Officer, the Compensation Committee reviews his responsibilities and performance. Such review includes interviewing our Chief Executive Officer, consideration of the Compensation Committee’s observations of his performance during the applicable year, and overall Company performance against short-term and long-term priorities. When appropriate, NEOs are invited by the Compensation Committee to provide insight regarding Company and individual performance and feedback regarding compensation structure. NEOs are not present at any meeting of the Compensation Committee while their own compensation is being discussed or determined.

Use of Compensation Consultants

The Compensation Committee has the sole authority to hire and terminate its independent compensation consultant, approve its compensation, determine the nature and scope of its services, and evaluate its performance. In 2021, the Compensation Committee engaged Compensation Strategies as its compensation consultant to provide information to the Compensation Committee to assist it

 

 

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Executive Compensation

 

 

in making determinations regarding our compensation programs for our NEOs and non-employee directors.

In July 2021, Compensation Strategies provided the Compensation Committee with, among other things, a competitive pay analysis comparing the compensation of our executive officers against peer group compensation statistics, 2022 program design advice, an independent review of 2022 compensation proposals developed by management, comparative analysis of non-employee director compensation, including compensation for the regular and special committees of the Board, review of trends and regulatory developments, and assistance with peer group review.

A representative from Compensation Strategies attended the January, August, and October meetings of the Compensation Committee during 2021. Compensation Strategies did not perform any other services for the Company or its management other than that described above.

Compensation Strategies provides information and data to the Compensation Committee from its surveys, proprietary databases and other sources, which the Compensation Committee utilizes along with information provided by management and obtained from other sources. In making its decisions, the Compensation Committee reviews such information and data provided to it by Compensation Strategies and management and also draws on the knowledge and experience of its members as well as the expertise and information from within the Company, including from the Company’s human resources, legal, and finance groups. The Compensation Committee considers executive and non-employee director compensation matters at its quarterly meetings and at special meetings as needed based on our annual compensation schedule.

In connection with its engagement of Compensation Strategies, the Compensation Committee considered various factors bearing upon Compensation Strategies’ independence including, but not limited to, the amount of fees received by Compensation Strategies from the Company as a percentage of Compensation Strategies’ respective total revenue, Compensation Strategies’ policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Compensations Strategies’ independence. After reviewing these and other factors, the Compensation Committee determined that Compensation Strategies is independent and that its engagement did not present any conflicts of interest.

 

 

 


 

 

 

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Executive Compensation

 

 

 

Employment Agreements

 

The Compensation Committee believes that executive employment agreements are an integral component of our competitive compensation program.  Our employment agreements are an important risk management tool that creates continuity in severance and other benefits upon certain termination events.  Messrs. Behrman, Burns and Foster and Ms. Maguire are each a party to an executive employment agreement in the Company’s standard form, which was implemented in 2018.  Ms. Carver is not a party to an employment agreement, but she is party to a Severance and Change in Control Agreement with the Company.

Mark T. Behrman

 

2018 Behrman Agreement—On December 30, 2018, we entered into an employment agreement with Mr. Behrman. The employment agreement provides in part that Mr. Behrman will:

 

Serve as our President and Chief Executive Officer for an initial term of one year, with automatic one-year extensions until terminated by either party in accordance with the employment agreement;

 

Receive an annual base salary of at least $650,000; and

 

Be eligible to receive an annual cash performance bonus equal to between 0% and 200% of his base salary, with a target of 100% of base salary, depending on the Company’s achievement of performance criteria, as determined by the Compensation Committee.

Following his termination of employment, Mr. Behrman will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see “Potential Payments Upon Termination or Change in Control” below.

John P. Burns

2019 Burns Agreement—On December 20, 2019, we entered into an employment agreement with Mr. Burns. The agreement provides that Mr. Burns will:

 

Serve as our Executive Vice President —Manufacturing for an initial term expiring on December 30, 2020, with automatic one-year extensions until terminated by either party in accordance with the 2019 Burns Agreement;

 

Receive an annual base salary of at least $350,000; and

 

Be eligible to receive an annual cash performance bonus equal to between 0% and 140% of his base salary, with a target of 70% of base salary, depending on the Company’s achievement of performance criteria, as determined by the Compensation Committee.

Following his termination of employment, Mr. Burns will be subject to non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see “Potential Payments Upon Termination or Change in Control” below.

Michael J. Foster

2018 Foster Agreement—On December 30, 2018, we entered into an employment agreement with Mr. Foster. The agreement provides in part that Mr. Foster will:

 

Serve as our Executive Vice President, General Counsel and Secretary for an initial term of one year, with automatic one-year extensions until terminated by either party in accordance with the 2018 Foster Agreement;

 

Receive an annual base salary of at least $390,000; and

 

Be eligible to receive an annual cash performance bonus equal to between 0% and 140% of his base salary, with a target of 70% of base salary, depending on the Company’s achievement of certain performance criteria, as determined by the Compensation Committee.

Following his termination of employment, Mr. Foster will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see “Potential Payments Upon Termination or Change in Control” below.

Cheryl A. Maguire

2018 Maguire Agreement—On December 30, 2018, we entered into an employment agreement with Ms. Maguire. The agreement provides in part that Ms. Maguire will:

 

Serve as our Senior Vice President and Chief Financial Officer (Ms. Maguire was since promoted to Executive Vice President and Chief Financial Officer) for an initial term of one year, with automatic one-year extensions until terminated by either party in accordance with the 2018 Maguire Agreement;

 

Receive an annual base salary of at least $370,000; and

 

Be eligible to receive an annual cash performance bonus equal to between 0% and 140% of her base salary, with a target of 70% of base salary, depending on the Company’s achievement of performance criteria, as determined by the Compensation Committee.

Following her termination of employment, Ms. Maguire will be subject to non-compete and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see “Potential Payments Upon Termination or Change in Control” below.

Kristy D. Carver

2020 Carver Severance and Change in Control AgreementOn March 31, 2020, we entered into a severance and change in control agreement with Ms. Carver, the provisions of which are described in “Potential Payments Upon Termination or change in Control” below.

 

 

 

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Executive Compensation

 

 

 

Management Stock Ownership Guidelines

 

Beginning in April 2017, the Compensation Committee approved stock ownership guidelines that ensure that the interests of our NEOs are aligned with the interests of our stockholders by requiring them to hold significant levels of Company stock. In keeping with our overall compensation philosophy, we believe that the equity ownership levels that they are required to maintain are high enough to assure our stockholders of our NEOs’ commitment to long-term value creation. The terms of our Management Stock Ownership Guidelines are set out below:

 

 

Term

Component/Description

 

 

Position

Guidelines

Target Ownership Amount(1)

Chief Executive Officer

 

5x base salary

 

 

Chief Financial Officer

 

3x base salary

 

 

Other Named Executive Officers(1)

 

3x base salary

 

Shares Counted

Towards Ownership

    Shares owned outright or held in trust

    Time-based vesting restricted stock or restricted stock units

    The target number of any performance shares or units

Compliance Period

    The later of April 26, 2022 or 5 years from hire/promotion into covered role 

Tracking

Achievement

    Measure compliance on December 31 each year using 90-trading day average stock price

    Notify participants and Compensation Committee of compliance/progress towards meeting guidelines 

Controls

    Once the guideline is met, participants are expected to maintain share ownership pursuant to the guideline thereafter 

∎    Should a participant who previously met the guideline subsequently fall below the guideline for any reason, they will be required to meet the guideline within 2 years

(1)

Target ownership value is calculated by multiplying the total number of shares beneficially owned by the executive by the greater of the executive’s cost basis or the average share price over the last 90 days of the calendar year.

 

 

As of December 31, 2021, each of Messrs. Behrman, Burns and Foster and Mmes. Maguire and Carver exceeded the stock ownership guidelines. Mr. Renwick is in compliance with the policy and has until January 11, 2026, to meet the stock ownership guidelines.

 

 

 

 

Tax and Accounting Implications

 

 

When setting executive compensation, we consider many factors, such as attracting and retaining executives and providing appropriate performance incentives. We also consider the after-tax cost to the Company in establishing executive compensation programs, both individually and in the aggregate, but tax deductibility is not our sole consideration. Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer, and the next three most highly compensated executive officers (as well as certain other executive officers whose compensation may have been subject to this limitation in prior tax years. As a result, we do not expect the compensation payable to covered employees, including our NEOs, in excess of $1 million per person in a year to be fully deductible and we have paid and will continue to pay compensation that is limited in deductibility, in whole or in part.

 

We consider the accounting impact reflected in our financial statements when establishing the amounts and forms of executive compensation. We account for stock-based incentive compensation expense in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”).

 

 

 

 

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Executive Compensation

 

 

 

 

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed the following Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021. This report is provided by the following independent Directors, who comprise the Compensation Committee.

 

 

 

Lynn F. White (Chair)

Jonathan S. Bobb

Kanna Kitamura

Diana M. Peninger

Richard W. Roedel

 

 

Notwithstanding anything to the contrary set forth in our filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate by reference previous or future filings.

 

 

 

 

 

LSB Industries Proxy Statement

37

 


 

 

 

Executive Compensation Tables

2021 Summary Compensation Table

The following table summarizes the compensation of the NEOs for 2021 and if applicable, 2020 and 2019 in accordance with SEC reporting rules.

 

Name and

Principal Position

Year

$

Salary

$

Bonus

$

Stock

Awards(1)

$

Non-Equity

Incentive

Plan

Compensation

$

All Other

Compensation(2)

$

Total

$

 

Mark T. Behrman(3)

 

 

2021

 

 

 

$

650,000

 

 

 

$

250,000

 

 

 

$

1,787,997

 

 

 

$

786,500

 

 

 

$

7,800

 

 

 

$

3,482,297

 

President and Chief

 

 

2020

 

 

 

$

650,000

 

 

 

$

 

 

 

$

 

 

 

$

336,000

 

 

 

$

7,800

 

 

 

$

993,800

 

Executive Officer

 

 

2019

 

 

 

$

650,000

 

 

 

$

 

 

 

$

1,431,545

 

 

 

$

165,500

 

 

 

$

7,800

 

 

 

$

2,254,845

 

Cheryl A. Maguire(3)

 

 

2021

 

 

 

$

370,000

 

 

 

$

100,000

 

 

 

$

369,999

 

 

 

$

313,390

 

 

 

$

 

 

 

$

1,153,389

 

Executive Vice President

 

 

2020

 

 

 

$

370,000

 

 

 

$

 

 

 

$

 

 

 

$

134,000

 

 

 

$

 

 

 

$

504,000

 

and Chief Financial Officer

 

 

2019

 

 

 

$

370,000

 

 

 

$

100,000

 

 

 

$

260,761

 

 

 

$

61,000

 

 

 

$

 

 

 

$

791,761

 

Michael J. Foster(3)

 

 

2021

 

 

 

$

390,000

 

 

 

$

100,000

 

 

 

$

389,999

 

 

 

$

330,330

 

 

 

$

7,800

 

 

 

$

1,218,129

 

Executive Vice President

 

 

2020

 

 

 

$

390,000

 

 

 

$