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Jun 22, 2017

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Compensation Committee Charter

This Compensation Committee Charter was adopted by the Board of Directors (the "Board") of Altra Industrial Motion Corp. (the "Company") on November 27, 2006, to be effective upon the initial public offering of the Company's common stock, and amended on July 23, 2013.

The Compensation Committee (the "Committee") shall: (A) assist the Board in overseeing the Company's compensation policies and practices, including (i) determining and approving the compensation of the Company's Chief Executive Officer (the "CEO") and the Company's other executive officers; (ii) reviewing and approving management incentive compensation policies and programs, and exercising discretion in the administration of such programs; (iii) reviewing and approving equity compensation programs for employees, and exercising discretion in the administration of such programs; and (iv) reviewing and discussing with the Company's management the Company's executive compensation disclosure (including the Company's disclosures under "Compensation Discussion and Analysis") included in reports and registration statements filed with the Securities and Exchange Commission (SEC); and (B) prepare the report of the Committee required by the rules of SEC to be included in the Company's Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C, as applicable.

In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company. The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the compensation committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration the following factors:

  • the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
  • the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
  • the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
  • any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
  • any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and 
  • any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

The Committee is not required to conduct the above assessment for a compensation adviser that acts in a role limited to (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; and/or (b) providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.

The Committee shall consist of three or more members of the Board, each of whom the Board has selected and determined to be "independent" in accordance with applicable rules of the NASDAQ Global Market. In addition, no director may serve unless he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code.



The Chairman of the Committee shall be appointed from among the Committee members by, and serve at the pleasure of, the Board, shall preside at meetings of the Committee and shall have authority to convene meetings, set agendas for meetings, and determine the Committee's information needs, except as otherwise provided by action of the Committee. In the absence of the Chairman at a duly convened meeting, the Committee shall select a temporary substitute from among its members to serve as chair of the meeting.

The Committee shall meet on a regularly scheduled basis at least two times per year, or more frequently as circumstances dictate.p>

The Committee shall meet at least annually with the CEO and any other corporate officers the Board and Committee deem appropriate to discuss and review the performance criteria and compensation levels of key executives.

The following responsibilities are set forth as a guide for fulfilling the Committee's purposes, with the understanding that the Committee's activities may diverge as appropriate given the circumstances. The Committee is authorized to carry out these activities and other actions reasonably related to the Committee's purposes or assigned by the Board from time to time.

The Committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee.

To fulfill its purposes, the Committee shall:



  • Establish and review the Company's overall compensation philosophy and policy;
  • Establish and review the Company's director compensation philosophy and policy;
  • Review and approve corporate goals and objectives relevant to compensation of the Company's CEO and other executive officers, including annual performance objectives;
  • Evaluate at least annually the performance of the Company's executive officers against corporate goals and objectives, including the annual performance objectives and, based on this evaluation, determine and approve the compensation level (including any discretionary incentive awards) for the executive officers, reviewing as appropriate, any agreement or understanding relating to each executive officer's employment, incentive compensation, or other benefits based on this evaluation;
  • Ensure that the Company's CEO is not present during voting or deliberations regarding his or her compensation;
  • Review at least annually, and determine or recommend to the Board, the compensation of other members of management as the Board and Committee determine appropriate;
  • Review on a periodic basis the Company's management compensation programs, including any management incentive compensation plans, to determine whether they are appropriate, properly coordinated and achieve their intended purpose(s), including furthering the Company's strategic plans and objectives, and recommend to the Board any appropriate modifications or new plans or programs;
  • Review and recommend to the Board incentive and equity-based compensation plans of the Company and any modifications of such plans (whether or not final approval rests with the Company's shareholders) and review and approve all grants of awards, including the award of shares, share options, or other equity-based instruments pursuant to such plans;
  • Review and recommend to the Board any changes in employee retirement plans or deferred compensation plans or programs, and other employee benefit plans and programs;
  • Administer and monitor compliance by executives with the rules and guidelines of the Company's equity-based plans;
  • Review and recommend to the Board any changes in employee retirement plans or deferred compensation plans or programs, and other employee benefit plans and programs;
  • Review and discuss the Company's Compensation Discussion and Analysis disclosure required by SEC regulations and determine whether to recommend to the Board that it be included in the Company's Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C, as applicable;
  • Prepare the report of the Committee required to be included in the Company's Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C, as applicable, in accordance with applicable rules and regulation of the SEC, Nasdaq and other applicable regulatory bodies;
  • Conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with this Charter;
  • Review and reassess the adequacy of this Charter annually, and recommend to the Board amendments as the Committee deems appropriate;
  • Report regularly to the Board on Committee findings and recommendations and any other matters the Committee deems appropriate or the Board requests; and
  • Maintain minutes or other records of Committee meetings and activities.

Committee Members

Mr. Edmund M. Carpenter
Mr. Edmund M. Carpenter

Edmund M. Carpenter, has been a director since March 2007. Mr. Carpenter currently serves as an operating partner to Genstar Capital. Mr. Carpenter was President and Chief Executive Officer of Barnes Group Inc. from 1998 until his retirement in December 2006. Prior to joining Barnes Group Inc., Mr. Carpenter was Senior Managing Director of Clayton, Dubilier & Rice from 1996 to 1998, and Chief Executive Officer of General Signal from 1988 to 1995. He has served as a director at Campbell Soup Company since 1990. He holds both an M.B.A. and a B.S.E. in Industrial Engineering from the University of Michigan.

Mr. Larry McPherson
Mr. Larry McPherson

Larry McPherson, has been a director since January 2005. Prior to joining the Board, Mr. McPherson was a Director of NSK Ltd. from 1997 until his retirement in 2003 and served as Chairman and CEO of NSK Europe from January 2002 to December 2003. In total he was employed by NSK Ltd. for 21 years and was Chairman and CEO of NSK Americas for the six years prior to his European assignment. Mr. McPherson serves as a board member of McNaughton and Gunn, Inc., a privately owned printing company. Mr. McPherson earned his MBA from Georgia State and his undergraduate degree in Electrical Engineering from Clemson University.

Mr. Thomas W. Swidarski
Mr. Thomas W. Swidarski

Thomas W. Swidarski, 55, has been a director since April 24, 2014.  Mr. Swidarski previously served as the Chief Executive Officer and President of Diebold, Incorporated, a $3 billion global leader in designing, manufacturing and distributing self service technologies (ATMs) in over 100 countries, from October 12, 2005 to January 19, 2013. Mr. Swidarski served as Senior Vice President of Financial Self-Service Group of Diebold, Incorporated, from 2001 to September 2005 and served as its Chief operating officer from October 12, 2005 to December 2005. Mr. Swidarski also held various strategic development and marketing positions at Diebold since 1996. Prior to Diebold, he held various positions within the financial industry for nearly 20 years focusing on marketing, product management, retail bank profitability, branding and retail distribution. Mr. Swidarski served as a Director of Diebold, Incorporated from December 12, 2005 to January 8, 2013. He holds a BA in marketing from the University of Dayton and an MBA in business management from Cleveland State University.