EX-99.2 3 ccf-20220830xex99d2.htm EX-99.2

Exhibit 99.2

CHASE CORPORATION

Long Term Incentive Plan

Award Design and Grant Process

Fiscal Year Ending August 31, 2023

Key Provisions

1.

There are three reward vehicles:  1) Performance-based restricted stock, 2) Time-vested restricted stock and 3) Stock options.  At least two will be used each year.  For the Chief Executive Officer, Chief Financial Officer and General Counsel, Fiscal Year 2023 performance shares will be 50%, time-vested restricted stock will be 25% and stock options will be 25%.

2.

Time-vested restricted stock is fixed and not subject to performance measures and will vest at the end of the third fiscal year after the grant date (August 31, 2025), subject to grant date, pricing, and termination provisions listed below.

3.

Stock options will be fixed based on a Black-Scholes calculation and will vest in three equal annual allotments beginning on August 31, 2023 and be exercisable for 10 years.

4.

Performance shares, designed to challenge and, when warranted, award executive leadership’s management of both the balance sheet and income statement, will be in the form of restricted stock subject to performance and other criteria as follows.

·

Performance measure 1:

o

Target is earnings per share (EPS) based on Fiscal Year 2023s budget; by dividing net income by the number of diluted shares outstanding at August 31, 2022 (end of most recent fiscal year). Actual is net income for the measurement period divided by the same number of diluted shares used in the Target.

o

Performance measurement period:  September 1, 2022 through August 31, 2023

o

Vesting:  2 years after performance measurement period (August 31, 2025)

o

Grant date:  first day of measurement period

o

Stock price for award:  closing price for last trading day prior to grant date

o

Threshold:  the point at which an award is earned (80% of the target).  Between threshold and target the award increases on a linear basis.

o

Stretch area: performance in excess of target awarded at a higher rate (200% for 120% achievement of target) with a cap of 200%. Between target and cap award increases on a linear basis.

o

Weighted value in award opportunity: 80%

Example:

·

Individual opportunity is $50,000 at target; performance share opportunity (50%) is $25,000 at target; 80% of LTIP value relates to performance measure 1 (or $20,000).

·

Stock price (8/31/2022) is $100.00

·

Threshold is 80% of target

Performance

    

Payout % of Target

     

Vesting Shares

     

Reward Value

 

Threshold 80% of target

50 

%  

100 

 

$

10,000 

Target

100 

%  

200 

 

$

20,000 

Stretch at 120% of target

200 

%  

400 

 

$

40,000 

Plan metrics: standard performance measures are 80% threshold, 100% target and 120% maximum.

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·

Performance measure 2:

o

Target is trailing three-year average Return on Invested Capital (ROIC) calculated using the budget for Fiscal Year 2023 and prior two years (Fiscal Years 2022 and 2021) actual results. Actual ROIC for the measurement period will be calculated using actual results for the three years ending August 31, 2023.

o

Performance measurement period:  September 1, 2020 through August 31, 2023

o

Vesting:  2 years after performance measurement period (August 31, 2025)

o

Grant date: September 1, 2022, the first day of fiscal year 2023

o

Stock price for award:  closing price for last trading day prior to grant date

o

Threshold:  the point at which an award is earned (80% of the target).  Between threshold and target the award increases on a linear basis.

o

Stretch area: performance in excess of target awarded at a higher rate (200% for 120% achievement of target) with a cap of 200%. Between target and cap award increases on a linear basis.

o

ROIC defined as Earnings before Interest Expense and Income Tax, divided by the sum of equity and debt less cash on hand (ROIC = EBIT / (Equity + Debt - Cash)).

o

Weighted value in award opportunity: 20%

Example:

·

Individual opportunity is $50,000 at target; performance share opportunity (50%) is $25,000 at target; 20% of LTIP value relates to performance measure 2 (or $5,000).

·

Stock price (8/31/2022) is $100.00

·

Threshold is 80% of target

Performance

    

Payout % of Target

     

Vesting Shares

     

Reward Value

 

Threshold 80% of target

50 

%  

25 

 

$

2,500 

Target

100 

%  

50 

 

$

5,000 

Stretch at 120% of target

200 

%  

100 

 

$

10,000 

Plan metrics: standard performance measures are 80% threshold, 100% target and 120% maximum

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5.

Termination provisions:

Termination Event

    

Year

     

Payment in Shares

 

Retirement

 

Pro-rated

 

Paid as scheduled

Voluntary

 

All shares forfeit

 

No payment

Without cause

 

Pro-rated

 

Paid as scheduled

With cause

 

All shares forfeit

 

No payment

Upon change of control

 

Acceleration at target

 

Paid at change of control

Death or disability

 

Pro-rated

 

Paid as scheduled

6.

Eligibility:  key executives and others

Participant

Target % of Base Salary

 

Adam P. Chase

250% 

Michael J. Bourque

 

60% 

Jeffery D. Haigh

50% 

Award opportunities are set annually, and the plan is subject to the approval of the Compensation and Management Development (“C&MD”) Committee and may be modified from time to time.

FY 2023 SCHEDULE

·

Q4 FY22           Board approves continuance of plan and sets grant date

·

Q4 FY22           Goals and awards proposed by management for FY23

·

Q4 FY22         C&MD Committee reviews and approves FY23 plan

·

Q1 FY23         Management presents FY22 plan achievement

·

Q1 FY23           C&MD Committee approves FY22 results

·

Q1 FY24           Management presents FY23 plan achievement

·

Q1 FY24           C&MD Committee approves FY23 results

·

Q4 FY25           Vested FY23 shares are released to participant

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