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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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W. R. Grace & Co.
7500 Grace Drive
Columbia, Maryland 21044






Notice of 2019 Annual Meeting of Shareholders
&
Proxy Statement





Date of Notice: March 27, 2019




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Hudson La Force
President and Chief Executive Officer

 
T +1 410.531.4000

 
W. R. Grace & Co.
7500 Grace Drive
Columbia, MD 21044

March 27, 2019

To Our Shareholders:

I am pleased to announce the Annual Meeting of Shareholders of W. R. Grace & Co. to be held on Wednesday, May 8, 2019, at 8:30 a.m. Eastern Time, at the Ten Oaks Ballroom and Conference Center, 5000 Signal Bell Lane, Clarksville, Maryland 21029.

We are taking advantage of the Securities and Exchange Commission rule that allows us to furnish proxy materials to you over the internet. This e-proxy process expedites your receipt of proxy materials, lowers our costs, and reduces the environmental impact of our Annual Meeting. Today, we sent to most of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2019 Proxy Statement and 2018 Annual Report to Shareholders and how to vote via the internet. Other shareholders will receive a copy of the proxy statement and annual report by mail or e-mail. The matters to be acted upon at the Annual Meeting are described in the Notice of 2019 Annual Meeting of Shareholders and in the 2019 Proxy Statement.

We are pleased to offer multiple methods for voting your shares. As detailed in the “Questions and Answers” section of the Proxy Statement, you can authorize a proxy to vote your shares via the internet, by telephone, or by mail, or vote by written ballot at the Annual Meeting. We encourage you to use the internet to vote your shares as it is the most cost-effective method.

To ensure that you have a say in the governance of Grace, it is important that you vote your shares. Please review the proxy materials and follow the instructions to vote your shares. I look forward to receiving your input.

Sincerely,
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Hudson La Force
President and Chief Executive Officer



To the Holders of Common Stock of
W. R. Grace & Co.

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

to be held on

May 8, 2019


The 2019 Annual Meeting of Shareholders (the "Annual Meeting") of W. R. Grace & Co., a Delaware corporation ("Grace"), will be held on Wednesday, May 8, 2019, at 8:30 a.m. Eastern Time, at the Ten Oaks Ballroom and Conference Center, 5000 Signal Bell Lane, Clarksville, Maryland 21029. At the Annual Meeting, shareholders will vote on the following matters:

1.
The election of four directors for a term expiring in 2022 and one director for a term expiring in 2020;

2.
The ratification of the appointment of PricewaterhouseCoopers LLP as Grace’s independent registered public accounting firm for 2019;

3.
An advisory vote to approve the compensation of Grace's named executive officers, as described in our proxy materials; and

4.
Any other business properly brought before the Annual Meeting and any postponement or adjournment thereof.

The Board of Directors has fixed the close of business on March 12, 2019, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. This notice and the accompanying proxy materials are sent to you by order of the Board of Directors.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to authorize a proxy to vote as promptly as possible by internet, by phone, or by mail.

By Order of the Board of Directors
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Mark A. Shelnitz
Senior Vice President, General Counsel & Secretary

March 27, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 8, 2019

This Notice and the Proxy Statement and Annual Report on Form 10-K
are available at proxymaterials.grace.com.



TABLE OF CONTENTS
Notice of Annual Meeting
 
Summary of Voting Matters and Board Recommendations
 
Proposal One — Election of Directors
 
Other Information
 
Proposal Two — Ratification of the Appointment of Independent Registered Public Accounting Firm
 
Proposal Three — Advisory Vote to Approve the Compensation of Grace's Named Executive Officers
 
Executive Compensation
 
Compensation Discussion and Analysis
 
Compensation Committee Report
 
Compensation Committee Interlocks and Insider Participation
 
Compensation Tables
 
Questions and Answers about the Annual Meeting and the Voting Process
 
General Information
 
Important Information Concerning GAAP and Non-GAAP Financial Measures; Certain Definitions; and our Forward-Looking Statements notice
 

Notes Regarding References We Use In This Proxy Statement

References. Unless the context otherwise indicates, in this document the terms "Grace," "we," "us," "our" or the "Company" mean W. R. Grace & Co. and/or its consolidated subsidiaries. Unless otherwise indicated, the contents of websites mentioned in this Proxy Statement are not incorporated by reference or otherwise made a part of this Proxy Statement. Grace®, the Grace® logo and, except as may otherwise be indicated, the other trademarks, service marks or trade names used in this Proxy Statement are trademarks, service marks or trade names of operating units of W. R. Grace & Co. or its subsidiaries. See Annex A to this Proxy Statement for a description of the "Separation."

Cross-reference for non-GAAP information. In this Proxy Statement, Grace presents certain financial information in accordance with U.S. Generally Accepted Accounting Principles, or "GAAP," as well as financial information that is not in accordance with GAAP, referred to herein as "non-GAAP" financial measures. See Annex A to this Proxy Statement for important information concerning such non-GAAP financial measures, which includes cross-references to Grace's 2018 Annual Report on Form 10-K. The Annual Report on Form 10-K includes financial statements and information presented in accordance with GAAP, as well as certain non-GAAP information. Non-GAAP performance measures used in this Proxy Statement include: Adjusted EBIT; Adjusted Free Cash Flow; Adjusted Net Sales; and Adjusted Earnings Per Share (referred to as "Adjusted EPS").



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PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
OF
W. R. GRACE & CO.
TO BE HELD ON
MAY 8, 2019

The Board of Directors of W. R. Grace & Co. is hereby soliciting proxies for our 2019 Annual Meeting of Shareholders (the "Annual Meeting"). We are providing these proxy materials to you because our records indicate that you owned shares of Grace common stock as of the close of business on March 12, 2019, the record date for our 2019 Annual Meeting of Shareholders to be held on Wednesday, May 8, 2019, at 8:30 a.m. Eastern Time at the Ten Oaks Ballroom and Conference Center, 5000 Signal Bell Lane, Clarksville, Maryland 21029. Such ownership entitles you to vote at the Annual Meeting. By use of a proxy you can vote, whether or not you attend the Annual Meeting.
This Proxy Statement describes the matters that we would like you to vote on and provides information on those matters so that you can make an informed decision. For information about the Annual Meeting and the voting process, see "General Information" in this Proxy Statement. The mailing address of the principal executive offices of W. R. Grace & Co. is 7500 Grace Drive, Columbia, Maryland 21044. This Proxy Statement and proxy were first made available on the internet or mailed to shareholders on or about March 27, 2019.




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SUMMARY OF VOTING MATTERS AND BOARD RECOMMENDATIONS

Our shareholders will vote on the following proposals at the Annual Meeting:

Proposals
 
Board Recommendations
Proposal 1:
Election of Directors
 
FOR Each Nominee
NomineesClass II (Term expiring 2022)
 
 
 
Julie Fasone Holder
 
 
 
Diane H. Gulyas
 
 
 
Jeffry N. Quinn
 
 
 
Henry R. Slack
 
 
NomineeClass III (Term expiring 2020)
 
 
 
Kathleen G. Reiland
 
 
Proposal 2:
Ratification of the appointment of PricewaterhouseCoopers LLP as Grace's independent registered public accounting firm for 2019
 
FOR
Proposal 3:
Advisory vote to approve the compensation of Grace's named executive officers, as described in our proxy materials
 
FOR

If you are a shareholder of record, you may cast your vote in any of the following ways:

by authorizing a proxy by the internet at www.proxypush.com/gra (we encourage you to vote by the internet as it is the most cost-effective method and reduces the environmental impact of our Annual Meeting);

by authorizing a proxy by toll-free telephone at 1-866-883-3382 in the U.S.A., U.S. territories, and Canada, on a touch tone telephone;

by authorizing a proxy by completing and returning your proxy card so that it is received by our transfer agent before the close of business on May 7, 2019; or

by written ballot in person at the Annual Meeting.

If you hold shares through a broker, bank, financial institution or other nominee or intermediary that serves as shareholder of record, you may cast your vote by complying with the instructions of your nominee or intermediary set forth on the voting instruction card.


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PROPOSAL ONE

ELECTION OF DIRECTORS
Our Board of Directors has nominated five directors for election. Julie Fasone Holder, Diane H. Gulyas, Jeffry N. Quinn, and Henry R. Slack are standing for election to our Board as Class II directors for a three-year term expiring in 2022, and Kathleen G. Reiland is standing for election to our Board as a Class III director for a one-year term expiring in 2020.
On February 20, 2019, we entered into a letter agreement (the “Letter Agreement”) with 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP (collectively, the “40 North Parties”) pursuant to which, among other things, our Board adopted a resolution increasing the size of the Board from nine to eleven directors, and we included Kathleen G. Reiland and Henry R. Slack on the slate of director nominees recommended by our Board in this Proxy Statement and on our related proxy card. For the amount of Grace common stock beneficially owned, directly or indirectly, by the 40 North Parties, see "Other Information—Stock Ownership of Certain Beneficial Owners and Management," below.
Pursuant to the Letter Agreement, the 40 North Parties agreed to certain standstill restrictions pursuant to which the 40 North Parties will refrain from taking certain actions with respect to the Company and Grace common stock and agreed to cause the shares of Grace common stock over which they have the right to vote to be voted (i) in favor of all nominees for director recommended by our Board, (ii) against any nominees for director not recommended by our Board and (iii) against any proposals to remove any director. The 40 North Parties may extend the effectiveness of the Letter Agreement into 2021. Concurrently with the execution of the Letter Agreement, the Company and the 40 North Parties entered into an agreement (the “Confidentiality Agreement”) pursuant to which the 40 North Parties agreed to keep confidential certain information pursuant to the terms and conditions set forth therein. The foregoing descriptions of the Letter Agreement and the Confidentiality Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreement, which we filed with the SEC on February 28, 2019, as Exhibit 10.22 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
If a nominee becomes unable to serve or for good cause will not serve as a director, the proxies will vote for a Board-designated substitute or our Board may reduce the number of directors. Grace has no reason to believe that any of the nominees for election will be unable to serve.
Our Board of Directors determined that each of the nominees qualifies for election as a member of our Board. In making this determination, our Board believes that its membership should be composed of directors who have the highest integrity, a diversity of experience, the education and ability to understand business problems and evaluate and propose solutions, the personality to work well with others, a dedication to the interests of our shareholders, a reasoned commitment to our social responsibilities, and the availability of time to meet their responsibilities as directors. Our Board further believes that a substantial majority of its membership should be independent. Our Board of Directors has determined that Mses. Fasone Holder and Gulyas, and Mr. Quinn qualify, and that Ms. Reiland and Mr. Slack would qualify, as independent directors under applicable rules and regulations and Grace’s independence standards. See information contained in the "Corporate Governance—Number and Independence of Directors" section of this Proxy Statement, below.
Our directors bring to our Board a wealth of leadership capabilities derived from their service in executive and managerial roles, and also extensive board experience. Background information about the nominees and the continuing directors, including their business experience and directorships held during the past five years, ages as of February 15, 2019, and certain individual qualifications and skills of our directors that contribute to our Board’s effectiveness as a whole, are described below.
Our Board of Directors believes that the Grace directors as a group have backgrounds and skills important for our business. Our Board also believes that its effectiveness has been enhanced by having a blend of long-serving directors with a deep understanding of our businesses, and relative newcomers who have been able to provide fresh viewpoints.
Under our Corporate Governance Principles, to encourage director refreshment and new ideas, a director who has served 15 years on our Board is required to submit his or her resignation. As of February 15, 2019, the average tenure of our independent directors was six years.

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The biographies below summarize the experiences, qualifications, attributes, and skills that qualify our nominees and continuing directors for service on our Board.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF
JULIE FASONE HOLDER, DIANE H. GULYAS, JEFFRY N. QUINN,
HENRY R. SLACK AND KATHLEEN G. REILAND.


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Nominees For Election as Directors
NomineesClass II
Term to expire at the 2022 Annual Meeting
Julie Fasone Holder
Age 66
Director since 2016
Serves as the Chief Executive Officer of JFH Insights LLC, a consulting firm primarily dedicated to leadership coaching for high potential women executives, since founding the company in 2009. Previously, Ms. Holder served as Senior Vice President, Chief Marketing, Sales and Reputation Officer, U.S. Area Executive Oversight of The Dow Chemical Company ("Dow") from 2007 until her retirement in 2009. Before that, she was Dow's Vice President, Human Resources, Public Affairs and Diversity and Inclusion from 2006. Prior to that, Ms. Holder served in various positions with increasing seniority at Dow from 1975 to 2006, including several commercial leadership positions with global responsibilities. She currently serves on the board of Eastman Chemical Company, and is on the Board of Trustees of the McLaren Northern MI Hospital.

Ms. Fasone Holder brings to our Board strong international sales and marketing experience as well as operational insight. She has deep chemical industry knowledge and experience that provides an important depth of understanding of how our businesses operate and interact with customers and suppliers. Ms. Fasone Holder also brings substantial human resources management experience.
 
 
Diane H. Gulyas
Age 62
Director since 2015
Served as President of the performance polymers business of E.I. du Pont de Nemours and Company ("DuPont"), which included DuPont’s engineering polymers, elastomers and films business units from 2009 to 2014. Ms. Gulyas joined DuPont in 1978 and progressed through positions of increasing responsibility including a variety of sales, marketing, technical, and systems development positions, primarily in DuPont’s polymers business. Ms. Gulyas has served as Vice President and General Manager for DuPont’s advanced fiber business and as Group Vice President of DuPont’s electronic and communication technologies platform. In 2004, Ms. Gulyas was named Chief Marketing and Sales Officer of DuPont, responsible for corporate branding and marketing communications, market research, e-business, and marketing/sales capability worldwide. Ms. Gulyas is a director of Expeditors International of Washington, Inc. and Ingevity Corporation, and served as a director of Navistar International Corporation until 2012, and Mallinckrodt Pharmaceuticals until 2018.

Ms. Gulyas brings to our Board her substantial and varied management experience and her strong skills in engineering, manufacturing (domestic and international), marketing, and non-U.S. sales and distribution gained as a senior executive of one of the world's largest chemical companies. Ms. Gulyas also has governance and oversight experience from her service as a senior executive of a public company and her service on public company boards.
 
 

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Jeffry N. Quinn
Age 60
Director since 2012
Mr. Quinn is currently the President and Chief Executive Officer of Tronox Ltd. and assumed that role on December 1, 2017. Mr. Quinn is also a member of the Board of Directors of Tronox Ltd. since 2011. Mr. Quinn was the founder, Chairman and Chief Executive Officer of The Quinn Group LLC, a diversified holding company with investments in the industrial, real estate and active lifestyle sectors and Chairman, Chief Executive Officer and Managing Member of Quinpario Partners LLC an investment and operating firm. He served in those roles from 2012 until December 1, 2017. Mr. Quinn also served as the Chairman of the Board of Directors of Jason Industries, Inc. from 2014-2018, the parent company to a global family of manufacturing leaders within the seating, finishing, components and automotive acoustics markets. Mr. Quinn served as Jason’s Chief Executive Officer from November 2015 until December 2016. Mr. Quinn served as President, Chief Executive Officer and Chairman of Quinpario Acquisition Corp., a blank check company, from its inception in May 2013 until June 2014, when it completed its business combination of Jason Industries, Inc. From 2004 to 2012, Mr. Quinn served as the President and Chief Executive Officer of Solutia, a global specialty chemical firm, and served as the Chairman of the Board from 2006 to 2012. Solutia was sold to Eastman Chemical Company in 2012. Mr. Quinn joined Solutia in 2003 as Executive Vice President, Secretary, and General Counsel. In mid-2003 he added the duties of Chief Restructuring Officer to help prepare the company for its eventual filing for reorganization under Chapter 11 later that year (Solutia emerged from bankruptcy in 2008). Mr. Quinn formerly served as a director of SunEdison, Inc. (formerly MEMC Electronic Materials Inc.), Tecumseh Products Company, and Ferro Corporation and also was former Chairman of the Board of Directors of Quinpario Acquisition Corp. 2, a blank check company formed for the purpose of entering into a business combination.

Mr. Quinn brings to our Board his extensive senior level executive leadership experience in specialty chemicals and other industries and his broad experience in a wide range of functional areas, including strategic planning, mergers and acquisitions, human resources, and legal and governmental affairs. He also has extensive experience in board processes and governance.
 
 
Henry R. Slack
Age 69
Mr. Slack is currently Chairman of Alico, Inc., a holding company with assets and related operations in agriculture and environmental resources, including citrus, wildlife management, and water management. From November 2013 to March 2017, he served as its Executive Chairman and he has been a director since 2013. Prior to that, Mr. Slack was Chairman of Terra Industries, an international nitrogen-based fertilizer company. Mr. Slack was a director of E. Oppenheimer and Son International Limited and on its Investment Committee from 1979 until 2017. He was Chief Executive Officer of Minorco SA, an international mining company, from 1991 until 1999, when that company merged with Anglo American Corporation to form Anglo American plc. Mr. Slack was also formerly on the Boards of Engelhard Corporation, Salomon Brothers Inc., and SAB Miller plc. Mr. Slack is the Managing Partner of Quarterwatch, LLC, is a director of several other non-listed companies mostly based in the United Kingdom, and is Chairman of the Advisory Board of Blakeney Limited Partners. In addition, he is a private investor.

Mr. Slack would bring to our Board his significant industry and international experience and the perspectives of a public company chairman and chief executive officer. His background includes extended service on the boards of both a supplier of catalysts and a large consumer of materials. Mr. Slack would also bring to our Board extensive experience in the areas of business, finance and capital markets.
 
 

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NomineeClass III
Term to expire at the 2020 Annual Meeting
Kathleen G. Reiland
Age 54

Ms. Reiland is Head of Strategy and Development for 40 North Management LLC, an adviser to pooled investment vehicles since April 2016. She is also a board member of Standard Industries Inc., a global industrial company with interests in building materials, aggregates, and related investment businesses. Prior to joining Standard Industries, Ms. Reiland served as a Senior Managing Director at Evercore Partners, a global independent investment banking advisory firm. From 2010 to 2016, Ms. Reiland headed Evercore's international joint ventures with leading financial institutions in Japan, China, Korea, and India and was a board member of Evercore Asia, Hong Kong. Between 2001 and 2010, Ms. Reiland was a general partner of Evercore's private equity business and, ultimately, the Chief Operating Officer of all of its investment businesses, which she represented in the firm's 2006 initial public offering. She is currently a board member of several Standard Industries affiliated companies and investment partners.

Ms. Reiland would bring to our Board her significant manufacturing industry knowledge and her extensive experience in developing and advancing corporate strategy. Ms Reiland also has extensive knowledge and experience in mergers and acquisitions, international joint ventures, and financial oversight.



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Continuing Directors

Continuing DirectorsClass ITerm to expire at the 2021 Annual Meeting

Robert F. Cummings, Jr.
Age 69
Director since 2015
Served as Vice Chairman of Investment Banking at JPMorgan Chase & Co. from 2010 until his retirement on February 1, 2016. From 2002 to 2009, Mr. Cummings served as a senior managing director at GSC Group, Inc., a privately held money management firm. He began his business career in the investment banking division of Goldman, Sachs & Co. in 1973 and was a partner of the firm from 1986 until his retirement in 1998. He served as an advisory director at Goldman Sachs until 2002. Mr. Cummings is a director of Corning Inc. and was a director of Viasystems Group, Inc. from 2002 until 2015.

Mr. Cummings brings to our Board his more than 30 years of investment banking experience advising corporate clients on financings, business development, mergers and acquisitions, and other strategic financial issues. He also has significant knowledge in the areas of technology, private equity and real estate. Mr. Cummings has substantial governance and oversight experience developed as a director of multiple public companies.
 
 
Hudson La Force
Age 54
Director since 2017

Since November 2018, Mr. La Force has served as Grace's President and Chief Executive Officer ("CEO"). He joined Grace in 2008 as Chief Financial Officer ("CFO"). In 2016, Mr. La Force was elected President and Chief Operating Officer. In this role, Mr. La Force was responsible for Grace’s Catalysts Technologies and Materials Technologies business segments and Grace’s global manufacturing and supply chain operations. Prior to joining Grace, Mr. La Force served as Chief Operating Officer and Senior Counselor to the Secretary at the U.S. Department of Education and served as a member of the President's Management Council. Before entering public service in 2005, he held general management and financial leadership positions with Dell, Inc., AlliedSignal, Inc. (now Honeywell), Emerson Electric Co., and Arthur Andersen & Co. He serves on the Advisory Board of Madison Industries, a Chicago-based industrial holding company.

Mr. La Force brings to our Board his significant leadership, operations, and financial experience. As President and CEO, Mr. La Force also brings to our Board his in-depth knowledge of our growth strategy, customers and worldwide operations.
 
 
Mark E. Tomkins
Age 63
Director since 2006
Served as Senior Vice President and Chief Financial Officer of Innovene, a petrochemical and oil refining company controlled by BP that is now part of the INEOS Group, from 2005 until 2006. He served as Chief Financial Officer of Vulcan Materials Company from 2001 to 2005 and Chief Financial Officer of Great Lakes Chemical (now Chemtura) from 1998 to 2001. Prior to joining Great Lakes Chemical, Mr. Tomkins held various mid- and upper-level financial positions with AlliedSignal (now Honeywell) and Monsanto Company. Mr. Tomkins is a certified public accountant. Mr. Tomkins is non-executive Chairman of ServiceMaster Global Holdings, Inc. and a director of Klockner Pentaplast Group. Mr. Tomkins was formerly a director of Elevance Renewable Sciences Inc., a privately held renewable polymer and energy company and of CVR Energy, Inc. He is currently a private investor.

With his background as a Chief Financial Officer of multiple public companies, Mr. Tomkins brings to our Board his intimate knowledge of the global chemicals and petroleum industry and his experience overseeing finance and business development in major corporations. Mr. Tomkins also has substantial governance and oversight experience developed as a director of public companies.


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Continuing DirectorsClass IIITerm to expire at the 2020 Annual Meeting

Alfred E. Festa
Age 59
Director since 2004
Currently serves as Grace's Non-executive Chairman of the Board. He joined Grace in 2003 and was elected CEO in 2005 and Chairman in 2008. He served as CEO from 2005 to 2018, as President from 2003 to 2011, and as Chief Operating Officer from 2003 to 2005. Prior to joining Grace, Mr. Festa was a partner of Morganthaler Private Equity Partners, a venture capital and buyout firm, from 2002 to 2003. From 2000 to 2002, he was with ICG Commerce, Inc., a private company providing on-line procurement services, where he last served as President and CEO. Prior to that, he served as Vice President and General Manager of AlliedSignal's (now Honeywell) performance fibers business. Mr. Festa is a director of NVR, Inc., a publicly held home builder.

Mr. Festa brings to our Board his substantial leadership, sales and marketing, international business, and venture capital experience. As former CEO, Mr. Festa brings to our Board his intimate knowledge of all aspects of Grace's operations and strategy.
 
 
Christopher J. Steffen
Age 76
Director since 2006
Served as Vice Chairman of Citicorp and its principal subsidiary, Citibank N.A., until 1996. He is currently a private investor. Mr. Steffen served as a director of Viasystems Group, Inc. and Platinum Underwriters Holdings, Ltd. until 2015 and served as a director of Accelrys, Inc. until 2012. Previously, Mr. Steffen served as Senior Vice President and Chief Financial Officer of Eastman Kodak, and Executive Vice President and Chief Financial and Administrative Officer and director of Honeywell. As Lead Independent Director, Mr. Steffen presides at all executive sessions of our Board.

With his background as a financial and operational leader with companies with global operations in various industries, Mr. Steffen brings to our Board his extensive international business expertise and knowledge of financial matters and financial reporting. Mr. Steffen also has substantial governance and oversight experience developed as a director of multiple public companies.
 
 
Shlomo Yanai
Age 66
Director since 2018
Mr. Yanai is currently Chairman of Cambrex Corporation, Chairman of Protalix Biotherapeutics, and a senior advisor to Moelis & Company. He served as President and Chief Executive Officer of Teva Pharmaceutical Industries Ltd. from 2007 until mid-2012, leading a period of significant growth in revenue and profitability. As Teva CEO, Mr. Yanai was ranked 20th in Fortune's Top CEO List in 2010. From 2012 to 2015 he served as an advisor to the Teva CEO and Board. Prior to Teva, he served four years as the Chief Executive Officer and President of ADAMA Agricultural Solutions Ltd. During his nearly 15 years as a corporate executive, Mr. Yanai successfully completed over 20 acquisitions. Prior to his business executive roles, he served for 32 years with the Israeli Defense Forces in a variety of leadership roles including head of the Israeli Security Delegation to the peace talks at Camp David, Shepherdstown and Wye River. He was Head of the Planning Branch of GHQ from 1998 to 2001 when he retired as a Major General. Mr. Yanai also serves on the Boards of Lumenis, Perrigo and Sagent Pharmaceuticals.

Mr. Yanai brings global industry leadership, specialty chemicals and pharmaceutical experience, and the perspective of a Chief Executive Officer to the Grace Board.

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Corporate Governance
Chief Executive Officer Succession
In accordance with previously announced leadership succession plans, on November 8, 2018, Mr. Festa retired as Chief Executive Officer (or "CEO") of the Company, and Mr. La Force was elected as our President and CEO. Mr. Festa is now the Non-executive Chairman of our Board of Directors, and Mr. La Force continues as a Grace director. Messrs. Festa and La Force have not been appointed to any standing committees of the Board.
Corporate Governance Principles
Our Board of Directors has adopted the Grace Corporate Governance Principles to provide a framework for the governance of Grace, and to promote the efficient functioning of our Board. These principles are subject to modification by our Board from time to time. You can find the Grace Corporate Governance Principles on our website at www.grace.com/en-us/corporate-leadership/Pages/Governance.aspx.
Number and Independence of Directors
Our Board of Directors determines the number of directors. Our Board currently consists of nine members. On February 20, 2019, our Board adopted a resolution increasing the size of the Board from nine to eleven directors and nominated Ms. Reiland and Mr. Slack for election at the Annual Meeting. Under our Corporate Governance Principles, a substantial majority of Grace’s directors are required to be “independent” as determined under guidelines set forth in the listing standards of the New York Stock Exchange, or NYSE. Our Board, at its February 25, 2019, meeting, affirmatively determined that all of our directors, other than Mr. Festa and Mr. La Force, are independent under NYSE rules, and that Mr. Slack and Ms. Reiland would be independent under NYSE rules, because none of such directors and nominees has any direct or indirect material relationship with Grace or our subsidiaries under those rules. In addition to the application of the NYSE rules, this determination was based on several factors, principal among them were the following:
none of these directors, nor any member of their immediate families, is, or at any time during the last five years was, a Grace executive officer or employee;
none of these directors, nor any member of their immediate families, is an executive officer of any other entity with whom we do any material amount of business;
none of these directors, nor any member of their immediate families has, during the last five years, received any direct compensation from Grace (other than director and committee fees); and
none of these directors serve, or within the last five years served, as an executive officer, director, trustee or fiduciary of any charitable organization to which we made any material charitable donation.
Director Terms
Our Amended and Restated Certificate of Incorporation provides for the division of our Board of Directors into three classes, each to serve for a three-year term. The term of one class of directors currently expires each year at the annual meeting of shareholders. Our Board may fill a vacancy by electing a new director to the same class as the director being replaced. Our Board may also create a new director position in any class and elect a director to hold the newly created position. At the 2019 Annual Meeting, the shareholders will vote on the election of four Class II Directors to serve for a term expiring at our 2022 annual meeting of shareholders and one Class III Director to serve for a term expiring at our 2020 annual meeting.
Board LeadershipLead Independent Director
Under our Corporate Governance Principles, our Board of Directors makes a determination as to whether our CEO should also serve as Chairman of our Board of Directors. The Board makes this determination as part of the succession planning process, based upon the composition of our Board, and the circumstances of Grace, at the relevant time. In 2018, the Board determined that upon Mr. Festa's retirement as CEO, Mr. Festa should continue as Non-executive Chairman, and the Board elected Mr. La Force to serve as our President and CEO.
The independent directors elected Mr. Steffen to serve as the Lead Independent Director. The Lead Independent Director: presides at all meetings of our Board at which the Chairman is not present; calls and presides over executive sessions of the independent directors at each Board meeting; acts as primary liaison

14


between the Chairman and the independent directors; approves Board meeting agendas with the Chairman; approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; consults with the Chairman on major issues in advance of each Board meeting; and calls meetings of the independent directors. The Lead Independent Director also serves as a contact for Grace shareholders who wish to communicate with our Board other than through the Chairman. Our Board believes that this leadership structure is appropriate for Grace and in the best interests of Grace shareholders at this time.
Interested parties may communicate with Mr. Steffen by writing to him at the following address: Christopher J. Steffen, Lead Independent Director, c/o W. R. Grace & Co., 7500 Grace Drive, Columbia, Maryland 21044.
Standing Committees of our Board of Directors
Our Board of Directors has the following four standing committees: Audit Committee, Nominating and Governance Committee, Compensation Committee, and Corporate Responsibility Committee. Only independent directors, as independence is determined in accordance with NYSE rules, are permitted to serve on the standing committees. The Board annually selects, from among its members, the members and Chair of each standing committee.
The table below provides information with respect to current standing committee memberships of the directors as of March 12, 2019. The table also sets forth the number of meetings (including teleconference meetings) held by each Board committee in 2018. We reimburse directors for expenses they incur in attending Board and committee meetings and other activities incidental to their service as directors, but we do not pay our directors any separate meeting fees.
Director
 
Audit
 
Compensation
 
Nominating and Governance
 
Corporate Responsibility
Robert F. Cummings, Jr.
 
ü
 
ü
 
ü
 
ü
Julie Fasone Holder
 
ü
 
ü
 
ü
 
*
Alfred E. Festa
 
 
 
 
 
 
 
 
Diane H. Gulyas
 
ü
 
*
 
ü
 
ü
Hudson La Force
 
 
 
 
 
 
 
 
Jeffry N. Quinn
 
ü
 
ü
 
ü
 
ü
Christopher J. Steffen‡
 
ü
 
ü
 
*
 
ü
Mark E. Tomkins
 
*
 
ü
 
ü
 
ü
Shlomo Yanai
 
ü
 
ü
 
ü
 
ü
Number of 2018 Meetings
 
5
 
6
 
3
 
2
_______________________________________________________________________________
ü
Committee Member and Independent Director
*
Committee Member, Independent Director and Committee Chair
Lead Independent Director
Each standing committee has a written charter that describes its responsibilities. Each of the standing committees has the authority, as it deems appropriate, to independently engage outside legal, accounting or other advisors or consultants. In addition, each standing committee annually conducts a review and evaluation of its performance and reviews and reassesses its charter. You can find the current charters of each standing committee on our website www.grace.com/en-us/corporate-leadership/Pages/Governance.aspx.
Audit Committee
The Audit Committee has been established in accordance with the provisions of the Securities Exchange Act of 1934, as amended, or Exchange Act, the rules of the NYSE and our Corporate Governance Principles. The Audit Committee assists our Board of Directors in overseeing:
the integrity of Grace’s financial statements;
Grace’s compliance with legal and regulatory requirements;
the qualifications and independence of the independent auditors;

15


the performance of Grace’s internal audit function and independent auditors; and
the preparation of the internal control report and an audit committee report as required by the United States Securities and Exchange Commission, or SEC.
The Audit Committee has the authority and responsibility for the appointment, retention, compensation, oversight and, if circumstances dictate, discharge of Grace’s independent auditors, including pre-approval of all audit and non-audit services to be performed by the independent auditors. The independent auditors report directly to the Audit Committee and, with the internal auditors, have full access to the Audit Committee and routinely meet with the Audit Committee without management being present. The Audit Committee is also responsible for reviewing, approving and ratifying any related party transaction.
The Audit Committee members are Robert F. Cummings, Jr., Julie Fasone Holder, Diane H. Gulyas, Jeffry N. Quinn, Christopher J. Steffen, Mark E. Tomkins, and Shlomo Yanai, each of whom meets the independence standards of the SEC and NYSE, are financially literate within the meaning of the NYSE listing standards and meet the experience and financial requirements of the NYSE listing standards. Mr. Tomkins serves as Chair of the Audit Committee. Our Board of Directors has determined that Mr. Tomkins is an "audit committee financial expert" as defined by SEC rules and regulations. A number of our other independent directors would also qualify as audit committee financial experts.
Nominating and Governance Committee
The Nominating and Governance Committee:
sets criteria for the selection of directors, identifies individuals qualified to become directors and recommends to our Board the director nominees for the annual meeting of shareholders;
develops and recommends to our Board appropriate corporate governance principles applicable to Grace; and
oversees the evaluation of our Board and management.
In considering candidates for election to our Board (including candidates recommended by shareholders), we believe that our Board should be composed of individuals meeting the qualifications set forth above under "Proposal One—Election of Directors." We wish to ensure that a diversity of experience is reflected on our Board, including a broad diversity of industry experience, product experience and functional background. We also believe that a substantial majority of our Board should be independent, as defined by NYSE rules and applicable laws and regulations.
Our Board conducts a self-assessment process every year and periodically reviews the skills and characteristics needed by our Board. As part of the review process, our Board considers the skill areas represented on our Board, those skill areas represented by directors expected to retire or leave our Board in the near future, and recommendations of directors regarding skills that could improve the ability of our Board to carry out its responsibilities.
When our Board or the Nominating and Governance Committee has identified the need to add a new Board member with specific qualifications or to fill a vacancy on our Board, the chair of the Nominating and Governance Committee will initiate a search, seeking input from other directors and management, review any candidates that the committee has previously identified or that have been recommended by shareholders in that year, and may retain a search firm. The committee will identify the initial list of candidates who satisfy the specific criteria, if any, and otherwise qualify for membership on our Board. Generally, two members of the committee (with one preferably the chair), our Chairman of the Board, and our CEO, will interview each qualified candidate. Other directors may also interview the candidate if practicable. Based on a satisfactory outcome of those reviews, the committee will make its recommendation on the candidate to our Board.
The Nominating and Governance Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates and the sole authority to approve the search firm's fees and other retention terms.
The Nominating and Governance Committee members are Robert F. Cummings, Jr., Julie Fasone Holder, Diane H. Gulyas, Jeffry N. Quinn, Christopher J. Steffen, Mark E. Tomkins, and Shlomo Yanai, each of whom meets

16


the independence standards of the NYSE. Mr. Steffen serves as Chair of the Nominating and Governance Committee.
Compensation Committee
The Compensation Committee:
approves all compensation actions with respect to Grace’s directors, executive officers, and certain other members of senior management;
evaluates and approves the Grace annual and long-term incentive compensation plans (including equity-based plans), and oversees the general compensation structure, policies, and programs of Grace;
oversees the development of succession plans for the CEO and the other executive officers; and
produces an annual report on executive officer compensation as required by applicable law.
The committee engaged Willis Towers Watson, or "WTW," a human resources consulting firm, as its independent provider of compensation consulting services for decisions relating to 2018 compensation. Please see "Executive Compensation—Compensation Discussion and Analysis" in this Proxy Statement for more discussion about the role of WTW. The committee also utilizes external legal advisors as necessary and assesses the independence of all of its advisors.
Representatives of WTW regularly attended meetings of the Compensation Committee. For portions of those meetings, the Chairman, the President and CEO, and the Senior Vice President and Chief Human Resources Officer, also attended and were given the opportunity to express their views on executive compensation to the Compensation Committee.
The Compensation Committee members are Robert F. Cummings, Jr., Julie Fasone Holder, Diane H. Gulyas, Jeffry N. Quinn, Christopher J. Steffen, Mark E. Tomkins, and Shlomo Yanai, each of whom is: independent under the independence standards of the NYSE; a “non employee director” of Grace as defined under Rule 16b-3 of the Exchange Act; and an “outside director” for the purposes of the corporate compensation provisions (previously) contained in Section 162(m) of the Internal Revenue Code of 1986, as amended, or Tax Code. Ms. Gulyas serves as Chair of the Compensation Committee.
Corporate Responsibility Committee
The Corporate Responsibility Committee assists our Board of Directors and management in addressing Grace’s responsibilities as a global corporate citizen. In particular, the committee counsels management with respect to:
the development, implementation and continuous improvement of procedures, programs, policies and practices relating to Grace’s responsibilities as a global corporate citizen, including sustainability;
the adherence to those procedures, programs, policies and practices at all levels of Grace; and
the maintenance of open communications to ensure that issues are brought to the attention of, and considered by, all appropriate parties.
Environment, Health and Safety Programs
We continuously seek to improve our environment, health and safety performance. To the extent applicable, we extend the basic elements of the American Chemistry Council’s RESPONSIBLE CARE ® program to all our locations worldwide, embracing specific performance objectives in the key areas of management systems, product stewardship, employee health and safety, community awareness and emergency response, distribution, process safety and pollution prevention.
Sustainability

We succeed when we deliver value to our customers, and that success is increasingly based on how we help them meet their sustainability goals. Many of our products and technical services improve the efficiency of our customers’ processes, reduce energy or water use, cut harmful emissions, conserve material inputs, and/or reduce

17


waste. Many of our technologies enable our customers to make products that meet the toughest environmental standards or to reformulate products to address rising consumer and regulatory expectations for sustainability, human health, and safety. As a leading manufacturer of process catalysts, including hydroprocessing catalysts that reduce sulfur emissions, we have become an active participant in the circular economy, with an increasing business in arranging for the recycling or reprocessing of spent catalysts. As part of our commitment to Responsible Care®, we systematically track safety and environmental performance through a comprehensive, global EHS management system covering the environmental, health, safety (including process safety and product safety) and security aspects of our operations, and track progress through pertinent metrics.
Security
We have implemented the RESPONSIBLE CARE® Security Code through a company-wide security program focused on the security of our people, processes, and systems. We have reviewed existing security (including cybersecurity) vulnerability and taken actions to enhance security systems where deemed necessary. In addition, we are complying with the Department of Homeland Security’s Chemical Facility Anti-Terrorism Standards, including identifying facilities subject to the standards, conducting security vulnerability assessments and developing site security plans, as necessary.
The Corporate Responsibility Committee members are Robert F. Cummings, Jr., Julie Fasone Holder, Diane H. Gulyas, Jeffry N. Quinn, Christopher J. Steffen, Mark E. Tomkins, and Shlomo Yanai, each of whom meets the independence standards of the NYSE. Ms. Fasone Holder serves as Chair of the Corporate Responsibility Committee.
Director Attendance at Board of Directors Meetings
Our Board of Directors generally holds six regular meetings per year and meets on other occasions when circumstances require. Directors spend additional time preparing for Board and committee meetings and participating in conference calls to discuss quarterly earnings announcements or significant transactions or developments. Additionally, we may call upon directors for advice between meetings. Our Corporate Governance Principles provide that our Board will meet regularly in executive session without management in attendance. Under our Corporate Governance Principles, we expect directors to regularly attend meetings of our Board and of all committees on which they serve and to review the materials sent to them in advance of those meetings. We expect nominees for election at each annual meeting of shareholders to attend the annual meeting. All of the nominees for election at the Annual Meeting this year currently serve on our Board of Directors.
Our Board of Directors held 11 meetings in 2018. Each director attended 75% or more of the 2018 meetings of our Board and the Board committees on which the director served in 2018.
Director Attendance at the Annual Meeting
We expect that all of our directors serving on our Board at the time of the Annual Meeting will attend the Annual Meeting pursuant to our Corporate Governance Principles. All of our directors serving on our Board at the time of the 2018 Annual Meeting of Shareholders attended that meeting.
Board Role in Risk Oversight
Our Board of Directors actively oversees the risk management of Grace, including the risks inherent in the implementation of our strategic plan and the operation of our businesses. Our Board reviews the Grace enterprise risk management program at least annually and considers whether risk management processes are functioning properly and are appropriately adapted to Grace’s strategy, culture, risk appetite and value-generation objectives. The Grace enterprise risk management program includes reviews of cybersecurity vulnerability and the actions necessary to enhance the security of our information systems. Our Board provides guidance to management regarding risk management as appropriate for the risks faced by companies in our industry. These activities are supplemented by a rigorous internal audit function that reports directly to the Audit Committee.
Standing Board committees are responsible for overseeing risk management practices relevant to their functions. The Audit Committee oversees the management of market and operational risks that could have a financial impact, such as those relating to internal controls and financial liquidity. The Nominating and Governance Committee oversees risks related to governance issues, such as the independence of directors and the breadth of skills on our Board. The Compensation Committee manages risks related to Grace’s executive compensation plans

18


and the succession of the CEO and other executive officers. The Corporate Responsibility Committee manages certain risks related to government regulation and environment, health and safety matters.
Stock Ownership Guidelines
To ensure that the long-term financial interests of our directors and senior executives are fully aligned with the long-term interests of our shareholders, our Board implemented stock ownership guidelines. The current guidelines are as follows:
Category
 
Ownership Guideline
Directors (Non-executive and Outside)
 
5 times cash portion of annual retainer
CEO
 
5 times base salary
Executive Officers, other than CEO
 
3 times base salary
Presidents of Operating Segments
 
2 times base salary
Certain Key Vice Presidents
 
1 times base salary
Directors and executives subject to the stock ownership guidelines generally have five years from the later of 2016 or the year of their initial election or appointment within the relevant category above to comply with the guideline.
Shareholder Engagement
The Board and management recognize the importance of proactive shareholder engagement. Throughout the year, our CEO, CFO and Vice President, Investor Relations engage regularly with shareholders on a variety of topics to ensure we are aware of their viewpoints, address their questions and concerns, and provide a forum to receive their input and perspectives.

Our proactive shareholder outreach and engagement provides an opportunity to discuss our strategy, financial results and business performance with investors and analysts. It occurs in many forms, including:
Investor conferences;
Analyst meetings;
Headquarters events;
One-on-one meetings; and
Video and telephonic conference calls.

Shareholder feedback from our robust engagement program is provided to our Board and management and these viewpoints are considered in our decision-making.
We provide additional forms of communications directed towards our shareholders including:

Our annual report, SEC filings and proxy statement;
Our quarterly earnings releases and earnings presentations;
Conference calls with question and answer sessions for our quarterly earnings releases and other major corporate events (e.g., material acquisitions);
News releases; and
Our website and social media activity.

Of note in 2018, we held an Investor Day at the NYSE on March 2, including a live webcast of the event. Management presented our long-term strategic framework for profitable growth to investors, highlighting our strong strategic positions and sustainable growth drivers.

In addition to direct engagement, we provide other methods for shareholders to communicate their viewpoints to our Board, including:

the opportunity to attend and ask questions of our directors at the annual meeting;
Mr. Steffen, our Lead Independent Director, makes himself available to engage with shareholders on matters that they believe are best addressed by an independent director; and

19


the Compensation Committee welcomes the continued input of shareholders on our executive compensation program by means of the annual advisory "say-on-pay" vote, or in specific discussions about “say-on-pay” or our compensation programs and policies.
Shareholder Communications with our Board of Directors
Shareholders may communicate with our Board of Directors by writing to Mr. Festa, the Non-executive Chairman of the Board of Directors, at the following address: Fred Festa, Chairman of the Board of Directors, c/o W. R. Grace & Co., 7500 Grace Drive, Columbia, Maryland 21044. Shareholders may communicate with the independent members of our Board of Directors by writing to Mr. Steffen, the Lead Independent Director, at the following address: Christopher J. Steffen, Lead Independent Director, c/o W. R. Grace & Co., 7500 Grace Drive, Columbia, Maryland 21044.
Clawback Policy
To reinforce the alignment of management's interests with those of our shareholders, and to support good governance practices, the Board has adopted an Executive Compensation Recovery Policy. The policy applies to recovery of both cash and equity incentive compensation in the case of (1) misconduct that contributes to a restatement of the Company's financial statements, (2) breach of non-competition, non-solicitation or confidentiality obligations, or (3) violations of the Company's code of business ethics. The policy applies to all our named executive officers.

20


Director Compensation
Director Compensation Program
Under our compensation program for nonemployee directors, each nonemployee director receives an annual retainer of $190,000 that is split between cash and equity. For any portion of a retainer denominated in cash but paid in shares of common stock, we calculate the number of shares of common stock to be issued by dividing the amount payable in shares of common stock by the fair market value per share. The fair market value per share is the average of the high and low trading prices of Grace common stock on the NYSE on the date of grant. If any calculation would result in a fractional share being issued, we round the amount of equity to be issued to the nearest whole share. Under this program, each nonemployee director receives an annual retainer of $85,000 paid quarterly in cash and an annual award of approximately $105,000 of Grace common stock issued in May. The Non-executive Chair is paid an additional annual cash retainer of $100,000. Other additional annual cash retainers are as follows: the Lead Independent Director receives $25,000; the Audit Committee Chair receives $17,000; the Chair of the Compensation Committee receives $14,000; the Chair of the Nominating and Governance Committee receives $10,000; and the Chair of the Corporate Responsibility Committee receives $7,500. We reimburse directors for expenses they incur in attending Board and committee meetings and other activities incidental to their service as directors but we do not pay our directors any separate meeting fees. Our directors, and all Grace employees, are entitled to participate in the Grace Foundation's Matching Grants Program.
Each of Mr. Festa's and Mr. La Force's 2018 compensation, and stock awards and option awards outstanding at fiscal year end, is described in the Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End 2018 table set forth in "Executive Compensation—Compensation Tables," below. Mr. Festa received a pro-rata portion of each of his annual cash retainer and his additional cash retainer for serving as Non-executive Chairman. Mr. La Force does not receive any additional compensation for serving as a member of our Board of Directors.

21


The following table sets forth amounts that we paid to our nonemployee directors (other than our Non-executive Chairman) in connection with their services to Grace during 2018.
Name (a)
 
Fees
Earned
or Paid
in Cash
($)(a)
 
Stock
Awards
($)(b)
 
Option
Awards
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
 
All Other
Compensation
($)(c)
 
Total
($)
H. F. Baldwin(d)
 
21,250
 

 

 

 

 

 
21,250
R. F. Cummings, Jr.
 
85,000
 
104,990

 

 

 

 

 
189,990
J. Fasone Holder
 
88,750
 
104,990

 

 

 

 
3,000

 
196,740
D. H. Gulyas
 
98,083
 
104,990

 

 

 

 

 
203,073
J. N. Quinn
 
89,667
 
104,990

 

 

 

 

 
194,657
C. J. Steffen
 
120,000
 
104,990

 

 

 

 
3,000

 
227,990
M. E. Tomkins
 
102,000
 
104,990

 

 

 

 

 
206,990
S. Yanai(e)
 
63,750
 
104,990

 

 

 

 

 
168,740
_______________________________________________________________________________
(a)
Amount consists of cash portion of annual retainer in the amount of $85,000 and additional payments to: Ms. Gulyas and Ms. Fasone Holder for serving as Chairs of the Corporate Responsibility Committee in the amount of $3,750 each; Mr. Quinn and Ms. Gulyas for serving as Chairs of the Compensation Committee in the amounts of $4,667 and $9,333, respectively; Mr. Tomkins for serving as Chair of the Audit Committee in the amount of $17,000; and Mr. Steffen for serving as Chair of the Nominating and Governance Committee ($10,000), and as Lead Independent Director ($25,000) in the amount of $35,000. Each of Mr. Festa's and Mr. La Force's 2018 compensation, and stock awards and option awards outstanding at fiscal year end, is described in the Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End 2018 table set forth in "Executive Compensation—Compensation Tables," below. Mr. Festa received a pro-rata portion of each of his annual cash retainer and his additional cash retainer for serving as Non-executive Chairman. For information on Outstanding Equity Awards at Fiscal Year End 2018 for Mr. Festa and Mr. La Force, see "Executive Compensation - Compensation Tables - Outstanding Equity Awards at Fiscal Year End 2018."
(b)
Reflects the aggregate grant date fair value of the equity portion of the annual retainer of 1,478 shares of Grace common stock calculated in accordance with FASB ASC Topic 718.
(c)
Consists of charitable contributions paid during 2018 to academic institutions at the request of the director pursuant to the W. R. Grace Foundation Inc.'s Matching Grants to Education Program. The program's purpose is to assist the primary educational objectives of approved institutions of higher education in the United States and Canada. The foundation will match, dollar for dollar, personal gifts made by employees and directors to qualified colleges, universities and secondary schools up to a maximum of $3,000 per year.
(d)
Mr. Baldwin resigned from our Board of Directors and all committees effective May 9, 2018.
(e)
Mr. Yanai joined our Board of Directors on May 9, 2018.
Director Compensation Process
Our director compensation program is intended to enhance our ability to attract, retain and motivate nonemployee directors of exceptional ability and to promote the common interests of directors and shareholders in enhancing the value of Grace. The Compensation Committee reviews director compensation at least annually. The Compensation Committee has the sole authority to engage a consulting firm to evaluate director compensation and, in 2018, engaged Willis Towers Watson, or "WTW," a human resources consulting firm, to assist in establishing director compensation. The Compensation Committee determines director compensation based on recommendations and information provided by WTW and based on reviewing commercially available survey data from WTW related to general industry director compensation trends at companies of comparable size and our peer group companies (as described under the caption "Executive Compensation—Compensation Discussion and Analysis").

22


OTHER INFORMATION
Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth the amount of Grace common stock beneficially owned, directly or indirectly:
as of the date of the most recent Schedule 13D or Schedule 13G (or amendment thereto) filed by such person with the SEC on or before February 28, 2019, by each person that is the beneficial owner of more than 5% of the outstanding shares of Grace common stock as reflected in such Schedule 13D or Schedule 13G (or amendment thereto); and
as of February 28, 2019 by:
each current director and nominee;
each of the executive officers named in the Summary Compensation Table set forth in "Executive Compensation—Compensation Tables"; and
all current directors, nominees, and executive officers as a group.

23


Name and Address of Beneficial Owner (1)
 
Shares of Common Stock Beneficially Owned
 
Percent (2)
40 North Management LLC (3)
 
9,344,510

 
14.0
9 West 57th Street, 30th Floor
New York, NY 10019
 
 
 
 
The Vanguard Group, Inc. (4)
 
6,172,876

 
9.2
100 Vanguard Blvd.
Malvern, PA 19355
 
 
 
 
R. F. Cummings
 
13,328

 
 
 
 
2,000

(5)
 
 
 
15,328

 
*
J. Fasone Holder
 
2,979

 
*
A. E. Festa
 
326,395

 
 
 
 
429,439

(6)
 
 
 
755,834

 
1.1
D. H. Gulyas
 
9,328

 
*
H. La Force
 
92,200

 
 
 
 
90,232

(6)
 
 
 
182,432

 
*
J. N. Quinn
 
4,752

 
 
 
 
4,547

(5)
 
 
 
9,299

 
*
K. G. Reiland (3)
 

 
*
H. R. Slack
 

 
*
C. J. Steffen
 
19,455

 
*
M. E. Tomkins
 
17,328

 
*
S. Yanai
 
1,478

 
*
E. C. Brown
 
14,845

 
 
 
 
48,560

(6)
 
 
 
63,405

 
*
K. N. Cole
 
10,831

 
 
 
 
49,598

(6)
 
 
 
60,429

 
*
M. A. Shelnitz
 
64,461

 
 
 
 
12,097

(5)
 
 
 
55,992

(6)
 
 
 
132,550

 
*
T. E. Blaser (7)
 
18,910

 
 
 
 
37,039

(6)
 
 
 
55,949

 
*
Current directors, nominees, and executive officers as a group (14 persons)
 
577,380

 
 
 
 
18,644

(5)
 
 
 
710,860

(6)
 
 
 
1,306,884

 
2.0
_______________________________________________________________________________
*    Indicates less than 1.0%.

24


(1)
The address of each of our directors and executive officers is c/o Corporate Secretary, W. R. Grace & Co., 7500 Grace Drive, Columbia, Maryland 21044. Except as otherwise indicated, to our knowledge, each individual, along with his or her spouse, as applicable, has sole voting and investment power over the shares.
(2)
Based on 66,741,089 shares of Grace common stock outstanding on February 28, 2019, plus shares deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act to the extent applicable.
(3)
40 North Management LLC ("40 North Management"), 40 North Latitude Fund LP ("40 North Latitude Feeder"), 40 North GP III LLC ("40 North GP III"), 40 North Latitude Master Fund Ltd. ("40 North Latitude Master"), David S. Winter and David J. Millstone, beneficially owns 9,344,510 shares of Grace common stock (the "40 North Shares"). Each of 40 North Management, 40 North Latitude Master, 40 North Latitude Feeder, 40 North GP III, Mr. Winter and Mr. Millstone may be deemed the beneficial owner of all of the 40 North Shares. 40 North Management may be deemed to have sole power to vote and sole power to dispose of all of the 40 North Shares, whereas the other reporting persons having beneficial ownership may be deemed to have shared power to vote and shared power to dispose of such 40 North Shares as they may be deemed to have beneficial ownership of. 40 North Management serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has been granted investment discretion over portfolio investments, including the 40 North Shares. Mr. Winter and Mr. Millstone serve as the sole members and principals of each of 40 North Management and 40 North GP III, and as the sole directors of 40 North Latitude Master. The ownership information set forth is based in its entirety on material contained in Schedules 13D/A filed with the SEC by 40 North Management LLC on December 13, 19 and 26, 2018, and February 20, 2019, respectively. Director nominee, Kathleen Reiland, is the 40 North Designee, pursuant to the Letter Agreement.
(4)
The Vanguard Group, Inc. ("VGI") beneficially owns in the aggregate 6,172,876 shares of Grace common stock by means of: sole voting power over 35,489 shares; shared voting power over 13,674 shares; sole investment power over 6,130,332 shares; and shared investment power over 42,544 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of VGI, is the beneficial owner of 28,870 shares as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of VGI, is the beneficial owner of 20,293 shares as a result of its serving as investment manager of Australian investment offerings. The ownership information set forth is based in its entirety on material contained in a Schedule 13G/A filed with the SEC by VGI on February 11, 2019.
(5)
Shares owned by trusts and other entities as to which the person has the power to direct voting and/or investment.
(6)
Shares of Grace common stock to be issued upon the exercise of stock options that are exercisable and shares of Grace common stock with respect to which investment or voting power will vest within 60 days after February 28, 2019. Pursuant to SEC rules, such shares are deemed to be beneficially owned as of such date.
(7)
Mr. Blaser resigned as Senior Vice President and CFO, effective May 31, 2018.



25


Equity Compensation Plan Information
The following table sets forth information as of December 31, 2018, with respect to our compensation plans under which shares of Grace common stock are authorized for issuance upon the exercise of options, warrants or other rights. The only such compensation plans in effect are stock incentive plans providing for the issuance of stock options, restricted stock and other equity awards.
Plan Category
 
Number of securities
to be issued upon
exercise of
outstanding options, warrants and rights
(#)(2)
 
Weighted-average
exercise price of
outstanding options, warrants and rights
($)(2)(3)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities to be issued upon exercise of outstanding options, warrants and rights)
(#)(2)(4)
Equity compensation plans approved by security holders(1)
 
2,302,852
 
72.34
 
7,455,144
_______________________________________________________________________________
(1)
The 2014 Stock Incentive Plan (the "2014 Plan") was approved on behalf of Grace shareholders by the Official Committee of Equity Security Holders in the Grace Chapter 11 case and by the U.S. Bankruptcy Court and U.S. District Court for the District of Delaware as part of our Joint Plan of Reorganization, which became effective on February 3, 2014. The 2018 Stock Incentive Plan (the "2018 Plan") was approved by the Grace shareholders on May 9, 2018.
(2)
Under the 2014 Plan, there are 1,868,791 shares of Grace common stock to be issued upon the exercise of outstanding options (the weighted-average exercise price of outstanding options is $72.35), 311,371 shares to be issued upon completion of the performance period for stock-settled performance-based units, or "PBUs" (assuming 120% of target payout for the 2016-2018 PBUs and the maximum number of shares in respect of all other outstanding PBUs) and 95,719 shares to be issued upon completion of the vesting period for stock-settled restricted stock units, or "RSUs," awards. Under the 2018 Plan, there are 5,004 shares of Grace common stock to be issued upon the exercise of outstanding options (the weighted-average exercise price of outstanding options is $67.96), 1,074 shares to be issued upon completion of the performance period for stock-settled PBUs (assuming the maximum number of shares are earned in respect of outstanding PBUs) and 3,508 shares to be issued upon completion of the vesting period for stock-settled RSU awards.
(3)
The calculation of weighted-average exercise price does not take outstanding PBUs and RSUs into account.
(4)
Amount represents the number of shares of Grace common stock available for issuance pursuant to stock options, restricted stock, PBUs and other awards that could be granted in the future under the 2018 Plan.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, our directors, certain of our officers, and beneficial owners of more than 10% of the outstanding Grace common stock are required to file reports with the SEC concerning their ownership of and transactions in Grace common stock or other Grace securities; these persons are also required to furnish us with copies of these reports. Based upon the reports and related information furnished to us, we believe that all such filing requirements were complied with in a timely manner during and with respect to 2018.
Related Party Transactions
Our Board of Directors recognizes that transactions involving related persons in which Grace is a participant can present conflicts of interest, or the appearance thereof, so our Board has adopted a written policy as part of the Grace Corporate Governance Principles (which are available on our website at www.grace.com/en-us/corporate-leadership/Pages/Governance.aspx) with respect to related person transactions. The policy applies to transactions involving related persons that are required to be disclosed pursuant to SEC regulations, which are generally transactions in which:
Grace is a participant;
the amount involved exceeds $120,000; and
any related person, such as a Grace executive officer, director, director nominee, 5% shareholder or any of their respective family members, has a direct or indirect material interest.
Each such related person transaction shall be reviewed, determined to be in, or not inconsistent with, the best interests of Grace and its shareholders and approved or ratified by:

26


the disinterested members of the Audit Committee, if the disinterested members of the Audit Committee constitute a majority of the members of the Audit Committee; or
the disinterested members of our Board.
In the event a related person transaction is entered into without prior approval and, after review by the Audit Committee or our Board, as the case may be, the transaction is not ratified, we will make all reasonable efforts to cancel the transaction.
Agreements with Certain of our Shareholders
On February 20, 2019, we entered into a letter agreement (the “Letter Agreement”) with 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP (collectively, the “40 North Parties ”) pursuant to which, among other things, our Board adopted a resolution increasing the size of the Board from nine to eleven directors, and we included Kathleen G. Reiland and Henry R. Slack on the slate of director nominees recommended by our Board in this Proxy Statement and on our related proxy card. For the amount of Grace common stock beneficially owned, directly or indirectly, by the 40 North Parties, see "Other Information - Stock Ownership of Certain Beneficial Owners and Management," above.
Pursuant to the Letter Agreement, the 40 North Parties agreed to certain standstill restrictions pursuant to which the 40 North Parties will refrain from taking certain actions with respect to the Company and Grace common stock and agreed to cause the shares of Grace common stock over which they have the right to vote to be voted (i) in favor of all nominees for director recommended by our Board, (ii) against any nominees for director not recommended by our Board and (iii) against any proposals to remove any director. The 40 North Parties may extend the effectiveness of the Letter Agreement into 2021. Concurrently with the execution of the Letter Agreement, the Company and the 40 North Parties entered into an agreement (the “Confidentiality Agreement”) pursuant to which the 40 North Parties agreed to keep confidential certain information pursuant to the terms and conditions set forth therein. The foregoing descriptions of the Letter Agreement and the Confidentiality Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreement, which we filed with the SEC on February 28, 2019, as Exhibit 10.22 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.


27


PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board of Directors has selected PricewaterhouseCoopers LLP ("PwC") to be Grace’s independent registered public accounting firm for 2019. Although the submission of this matter for shareholder ratification at the Annual Meeting is not required by law, regulation or our By-laws, our Board is nevertheless doing so to determine the shareholders' views. If the selection is not ratified, the Audit Committee will reconsider its selection of PwC for future years.
PwC acted as independent accountants for Grace and its consolidated subsidiaries during 2018 and has been retained by the Audit Committee for 2019. A representative of PwC will attend the Annual Meeting, will be available to answer questions, and will have an opportunity to make a statement if he or she wishes to do so.
OUR BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR”
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS GRACE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019.


28


Principal Accountant Fees and Services
The Audit Committee of our Board of Directors selected PwC to act as our principal independent accountants for 2018. The following table sets forth the fees and expenses that we incurred for the services of PwC for the year ended December 31, 2017, and our estimate of the fees and expenses that we incurred for the year ended December 31, 2018:
Fee Description
 
2018*
 
2017
Audit Fees
 
$
3,223,000

 
$
2,563,000

Audit-Related Fees
 
59,000

 

Tax Fees
 
718,000

 
489,000

All Other Fees
 
7,000

 
26,000

Total Fees
 
$
4,007,000

 
$
3,078,000

_______________________________________________________________________________
*
For 2018, amounts are current estimates in respect of services received for which final invoices have not been submitted.
Audit Services relate to the audit of our consolidated financial statements and our internal controls over financial reporting (as required under Section 404 of the Sarbanes-Oxley Act of 2002); the reviews of our consolidated quarterly financial statements; services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements; services in connection with the implementation of new accounting or financial standards; and consents and assistance with respect to our SEC filings.
Audit-Related Services consisted of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not included under “Audit Services” above.
Tax Services consisted of tax advice and compliance for non-U.S. subsidiaries, including preparation of tax returns, and advice and assistance with transfer pricing compliance.
All Other Fees consisted of license fees for access to accounting, tax, and financial reporting literature and non-financial agreed-upon procedures.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has adopted a preapproval policy that requires the Audit Committee to specifically preapprove the annual engagement of the independent accountants for the audit of our consolidated financial statements and internal controls. The policy also provides for general preapproval of certain audit-related, tax and other services provided by the independent accountants. Any other services must be specifically preapproved by the Audit Committee. However, the Chair of the Audit Committee has the authority to preapprove services requiring immediate engagement between scheduled meetings of the Audit Committee. The Chair must report any such preapproval decisions to the full Audit Committee at its next scheduled meeting. During 2017 and 2018, no audit-related, tax, or other services were performed by PwC without specific or general approval as described above. We have been advised by PwC that a substantial majority of the hours expended on their engagement for the 2018 audit of our consolidated financial statements and internal controls were attributed to work performed by PwC's full-time, permanent employees.

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Audit Committee Report
The following is the report of the Audit Committee of our Board of Directors with respect to Grace’s audited consolidated financial statements for the year ended December 31, 2018, which include the consolidated balance sheets of Grace as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the three years in the period ended December 31, 2018, and the notes thereto (collectively, the “Financial Statements”).
The Audit Committee consists of the following members of our Board: Mark E. Tomkins (Chair), Robert F. Cummings, Jr., Julie Fasone Holder, Diane H. Gulyas, Jeffry N. Quinn, Christopher J. Steffen and Shlomo Yanai. Each of the members of the Audit Committee is “independent," as defined under the NYSE’s listing standards and the rules and regulations of the Securities Exchange Act of 1934, as amended. The Audit Committee operates under a written charter adopted by our Board of Directors.
The Audit Committee is responsible for reviewing the financial information that Grace provides to shareholders and others, and for overseeing Grace’s internal controls and its auditing, accounting and financial reporting processes generally. The Audit Committee’s specific responsibilities include: (1) selection of an independent registered public accounting firm to audit Grace’s annual consolidated financial statements and its internal control over financial reporting; (2) serving as an independent and objective party to monitor Grace’s annual and quarterly financial reporting process and internal control system; (3) reviewing and appraising the audit efforts of Grace’s independent registered public accounting firm and internal audit department; and (4) providing an open avenue of communication among the independent registered public accounting firm, the internal audit department, management and our Board of Directors.
The Audit Committee has reviewed and discussed the audited financial statements of Grace for the year ended December 31, 2018, with Grace’s management.
The Audit Committee has discussed with PwC, Grace’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board.
The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC the independence of PwC.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to our Board of Directors that Grace’s audited financial statements be included in Grace’s Annual Report on Form 10-K for the year ended December 31, 2018, for filing with the SEC.
AUDIT COMMITTEE
Mark E. Tomkins, Chair
Robert F. Cummings, Jr.
Julie Fasone Holder
Diane H. Gulyas
Jeffry N. Quinn
Christopher J. Steffen
Shlomo Yanai


30


PROPOSAL THREE

ADVISORY VOTE TO APPROVE THE COMPENSATION
OF
GRACE'S NAMED EXECUTIVE OFFICERS
Under Section 14A of the Exchange Act, our shareholders are entitled to vote on a proposal to approve on an advisory (non-binding) basis, the compensation of the executive officers named in the Summary Compensation Table set forth in "Executive Compensation—Compensation Tables." This vote is generally referred to as a "Say on Pay" vote. Accordingly, we are asking shareholders to approve, on an advisory basis, the following resolution:
RESOLVED, that the compensation paid to the Corporation's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
We do not intend that this vote address any specific items of compensation, but rather the overall compensation of our named executive officers and the policies and procedures described in this Proxy Statement. This vote is advisory and not binding on Grace, the Compensation Committee or our Board. However, as the vote is an expression of our shareholders’ views on a significant matter, the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions. We currently hold such advisory vote each year and expect to hold another advisory vote at our 2020 Annual Meeting of Shareholders.
The principal components of pay under our 2018 executive compensation program were annual base salary, annual cash incentive awards and long-term incentive awards, which consisted of stock options, PBUs and RSUs. The performance measures for the 2018 annual cash incentive awards were Adjusted EBIT (weighted 50%), Adjusted Free Cash Flow (weighted 25%), and Adjusted Net Sales (weighted 25%). For PBUs, which represent 50% of the value of our Long-Term Incentive Plan, or "LTIP," awards (other than for Mr. Festa in connection with his retirement as CEO), the amount of an individual payout under a PBU award is based upon: an award recipient’s PBU target share amount; the growth in our LTIP Adjusted EPS over the three-year performance period; the Total Shareholder Return (or "TSR") for the three-year performance period as compared to a similar figure for the Russell 1000 Index; and the value of Grace common stock on the payout date. We encourage our shareholders to read the Compensation Discussion and Analysis set forth under "Executive Compensation" which describes our 2018 compensation program in detail as well as Annex A hereto, which provides important information about Non-GAAP performance measures.
We believe that the information we have provided in this Proxy Statement shows that we have designed our executive compensation program to attract, motivate and retain a highly qualified and effective executive team and to promote long-term shareholder value, strong annual and long-term operational and financial results, and ethical conduct in accordance with the Grace Core Values. The Grace Core Values consist of a commitment to teamwork, performance, integrity, speed and innovation, which, with our overall commitment to safety, are the foundation of our corporate culture.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL ON AN ADVISORY BASIS
OF THE COMPENSATION OF GRACE'S NAMED EXECUTIVE OFFICERS
AS DISCLOSED IN THIS PROXY STATEMENT.




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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary

Grace Delivered Strong Financial and Operating Performance In 2018

In 2018, we continued to execute our profitable growth strategy and delivered strong revenue and earnings growth. We believe that we have positioned the Company for long-term value creation for our shareholders.

Adjusted Net Sales1 increased 14.9% to $1,934.9 million; sales growth was driven by strong customer demand for our innovative catalysts and process technology solutions and our silicas technologies, resulting in volume growth and improved pricing; the 2018 polyolefin catalysts acquisition contributed 5.0% to year-over-year growth;
Adjusted EBIT1 grew 10.3% to $456.7 million; Adjusted EBIT was driven by solid volume growth, improved pricing and higher margins, and the polyolefin catalysts acquisition;
Adjusted EPS1 was $4.14 per share, up 21.8% including 12.7% from stronger business performance and 9.1% from a lower effective tax rate; and
Adjusted Free Cash Flow1 decreased $39.4 million to $234.6 million, primarily due to $91.1 million of higher capital spending related to our multi-year investments to meet customer demand for our high-value polyolefin catalysts and silicas technologies, and to drive operating excellence.

We continued to execute our disciplined capital allocation strategy focused on high-return growth and productivity investments, synergistic bolt-on acquisitions, and returning capital to shareholders, all while targeting a conservative 2.0x to 3.0x net leverage:

Invested more than $200 million in capital, including strategic investments to support growth in our Specialty Catalysts and Materials Technologies businesses;
Invested $418 million to acquire the global leader in single-site catalysts to accelerate our Specialty Catalysts growth plan;
Returned $145 million of cash to our shareholders by repurchasing $80 million of our common stock and paying $65 million in dividends, a 12.7% increase in total dividends paid over last year; and
Refinanced over $500 million of debt, reducing our overall borrowing costs by 50 basis points and fixing the interest rate on 85% of our long-term debt to minimize interest rate risk in anticipation of a rising rate environment.

Grace believes that it is well positioned to deliver strong operating results and long-term sustainable growth to achieve the goals outlined in our 2016-2021 Financial Framework.

Grace Continued to Build on its Solid Foundation for Long-Term Value Creation in 2018

2018 was also noteworthy for other key events that we believe will ensure that the Company continues its strong financial and operational performance.

The Board of Directors successfully concluded its Chief Executive Officer (or "CEO") succession plan by electing Hudson La Force President and CEO in November 2018 - recognizing his strategic vision, deep understanding of Grace's customers and operations, proven leadership, and focus on value creation. In its continued efforts to add new talents and perspectives, the Board elected Shlomo Yanai as an independent director, the fourth new independent board member elected in the last five years.
1 Where to find further information on non-GAAP performance measures: For a discussion of our non-GAAP performance measures, definitions, reconciliations, and other important information, see Annex A to this proxy statement, which includes cross-references to the Company's 2018 Annual Report on Form 10-K for GAAP and non-GAAP information. Non-GAAP performance measures include: Adjusted EBIT; Adjusted Free Cash Flow; Adjusted Net Sales; and Adjusted EPS. These non-GAAP financial measures do not purport to represent income or liquidity measures as defined under GAAP, and should not be considered as alternatives to such measures as an indicator of our performance.

32



On March 2, 2018, the Company held an Investor Day at the New York Stock Exchange (or "NYSE"). We presented our long-term strategic framework for profitable growth to investors, highlighting the Company's strong strategic positions and sustainable drivers of profitable growth. Our growth strategy has four well-defined elements:

Invest to accelerate growth and extend our competitive advantages;
Invest in great people to strengthen our high-performance culture;
Execute the Grace Value Model to drive operating excellence; and
Acquire to build our technology and manufacturing capabilities for our customers.
The Grace Value Model (or "GVM") is an important part of our growth strategy. The GVM is a tightly-aligned operating excellence model designed to accelerate growth and profitability for the Company. At the Company level, we focus on portfolio, strong strategic position, and disciplined capital allocation. We invest to grow our businesses, improve our strategic position, and maintain our high Return on Invested Capital (or "ROIC"). At the business level, we focus on customers, innovation, growth and profitability. We invest in R&D and technology innovation to drive customer-focused, solutions-oriented innovation, and we invest in the Grace Manufacturing System (or "GMS") as the foundation of our operating excellence strategy. Linking and enabling all of these elements are great talent, high-performance culture, and integrated business management processes. Our ability to rigorously execute the Grace Value Model is a principal source of our competitive advantage in the global marketplace and our financial performance.
grace20value20model20700x700.jpg
On April 3, 2018, we acquired the leading polyethylene single-site catalysts business. This high-growth platform is now fully integrated into our Specialty Catalysts business, and we believe significantly enhances the opportunities we have to grow with our customers.
In addition to appointing Mr. La Force as CEO in 2018, we made several key additions to our senior leadership team.

In January, we appointed Sam Mills as Vice President, Integrated Supply Chain to lead implementation of the GMS. To help drive our strong organic growth and innovation opportunities, in August, we hired Jag Reddy as Vice President, Strategy and Growth, a new role within Grace. Finally, in November, we appointed Laura Schwinn President, Specialty Catalysts to drive the long-term success of that business.

Our success delivering value to our customers and investors will determine how we perform as a Company compared to our goals, and thus will be directly linked to the compensation of our named executive officers. Our compensation programs are a key driver of our high-performance culture. Our leaders drive performance and are role models for delivering results.

33



Key 2018 Fiscal Year Business Performance Results and Metrics

Our results reflect strong performance across our organization. Our 2018 Annual Incentive Compensation ("AICP") Adjusted EBIT and AICP Adjusted Net Sales were well above our 2018 annual operating plan. AICP Adjusted Free Cash Flow met our 2018 annual operating plan. This performance resulted in 116% of the Target AICP Incentive Pool being funded. See "2018 AICP Funding," below. The charts below illustrate key performance metrics used in our compensation determinations.
chart-110addd1b45e57bc9f5.jpg chart-03be0b1f28cc588596e.jpg
chart-f3074359d4de587f9ec.jpg chart-8792a49c6735595c9b2.jpg

34



Our Compensation Program for 2018
The principal components of compensation under our executive compensation program are annual base salary, annual cash incentive awards, and long-term incentive awards, which, in 2018, consisted of PBUs, RSUs, and stock options. We use this mix of fixed and variable pay components with different payout forms (cash, stock and stock options) to reward annual and sustained long-term performance. These components afford the committee the appropriate mechanisms to reward management for Grace performance. We continuously monitor best practices in compensation plan design to ensure alignment between pay and performance.
We base the measures that we use to assess our performance for purposes of determining annual cash incentive awards for executive officers on our annual operating plan goals, which are directly tied to the pay outcomes of our executive officers. For the 2018 AICP, we used the following metrics to quantify performance:
Adjusted EBIT (weighted 50%) — demonstrates our effectiveness at growing the Company profitably through our focus on value selling, manufacturing excellence, and operating cost productivity.
Adjusted Free Cash Flow (weighted 25%) — reflects how well we manage our business as a whole; including net sales and profit growth and the investment required to support that growth.
Adjusted Net Sales (weighted 25%) — emphasizes the importance of top-line growth in measuring our market segment performance and confirmation of our ability to earn the confidence and trust of our customers.
Based on our 2018 business plan, and operational and growth initiatives, we believe these measures continue to best reflect our ability to grow our businesses profitably, and maximize operational efficiency and cash flow. They also allow us to provide meaningful incentives that are competitive in our industry, which we believe encourages our executives to drive sustained results and long-term shareholder value. The committee recognizes the importance of strong earnings and cash generation to Grace’s strategic plans, while also seeking to stress the importance of top-line sales growth. Accordingly, the committee uses Adjusted EBIT as the most heavily-weighted factor, with Adjusted Net Sales weighted equally with Adjusted Free Cash Flow as performance measures.
PBUs are designed to align leadership focus with our expectations for the ongoing success of our business, and for driving long-term shareholder value. Specifically, the value of an individual PBU award at vesting is based upon the:
Individual’s PBU target share amount;
Growth in our Long-Term Incentive Plan (or "LTIP") Adjusted EPS over the three-year performance period;
Total Shareholder Return (or "TSR") for the three-year performance period as compared to a similar figure for the Russell 1000 Index; and
Value of Grace common stock on the payout date.
The value of an RSU at vesting is equal to the value of Grace common stock at that time, and the value of stock options is directly related to the increase in value of our stock, so both RSUs and stock options provide direct alignment between the interests of our executive officers and shareholders.
During 2018, our LTIP grants consisted of three components: PBUs (50% of LTIP value), RSUs (25% of LTIP value), and stock options (25% of LTIP value). The PBUs consist of a target award of shares that can be increased, decreased, or forfeited based on Grace's results over a three-year performance period as compared to baseline performance during the year prior to the performance period. The number of PBU shares to be paid out is based upon EPS growth targets, subject to adjustment, up or down, by a factor of 25% if relative TSR for the three-year performance period is above the 75th percentile or below the 25th percentile of the Russell 1000 Index, respectively, subject to a maximum funding percentage. The three-year EPS targets are set taking into account anticipated repurchases by the Company of its common stock; the committee has discretion to adjust for share repurchases above or below such anticipated levels. The PBUs "cliff vest" after the completion of the three-year performance period. The RSUs vest in three equal annual installments and will be settled within 60 days of those vesting dates. The stock options vest in three equal annual installments and have a five-year term from the grant date.

35




Compensation and Governance Best Practices
The following are some of the key elements of our Executive Compensation Program.
What We Do
We foster direct pay-for-performance linkage
 
We conduct thorough assessments of executive and Company performance
We have an appropriate mix of compensation; with a significant portion of compensation "at-risk"
 
Our Compensation Committee has discretion to limit certain incentive compensation payouts
We carefully align compensation with shareholder interests
 
Our Board of Directors committees are composed entirely of independent directors
Our compensation plan structure mitigates risk
 
We have a well-designed succession plan
We offer very limited executive personal benefits
 
We have a clawback policy for misconduct leading to a restatement of financial results
Our shareholders have an annual say-on-pay vote
 
Our Compensation Committee has an independent compensation consultant
We maintain robust stock ownership guidelines
 
We have double trigger change in control equity treatment in our new stock incentive plan

What We Don't Do
We do not provide tax gross-ups, except for relocations
 
We do not permit hedging or pledging of Grace securities by executives
We replaced individual severance agreements with the Executive Severance Plan
 
We limit transferability of stock incentive compensation
We do not grant options below fair market value
 
We do not grant excessive perquisites
We do not permit option repricing without shareholder approval
 
We review salaries annually, but do not guarantee annual salary increases

36



Alignment between Pay and Performance
The committee believes that the Company’s executive compensation program provides a strong linkage between pay and performance and is well-aligned with shareholder interests. Our measures of performance under our AICP and LTIP — EBIT, EPS, cash flow, and sales as well as TSR, are accepted measures of financial success by the investment community, and similar measures are also used by our peer companies in various forms of incentives. The committee sets targets for these measures based on the macroeconomic environment, competitive dynamics, and factors unique to the Company. The committee designs these targets which, if attained, represent excellent performance by the Company. If the Company achieves or exceeds these targets, the committee believes executives generally should be rewarded with higher payouts of awards, and if targets are not met, executives generally should receive lower or no awards.
Our CEO Pay during the Leadership Transition
On November 8, 2018, we announced that, in accordance with our previously reported leadership succession plans, Mr. Festa had retired as CEO of the Company, and Mr. La Force had been elected President and CEO. Mr. Festa continues as Non-executive Chairman of our Board of Directors. Unless otherwise indicated, Mr. Festa's compensation is based on the period between January 1, 2018, and November 8, 2018.

Mr. Festa's Compensation At-A-Glance
Mr. Festa's total direct compensation as CEO for 2018 (total direct compensation as CEO excludes pension changes and certain other annual compensation such as director compensation after retirement as CEO) was $6,294,192, a decrease of 2.4% compared with the prior year. This decrease resulted from the proration of salary and bonus calculations due to his retirement during the year. Mr. Festa's base salary had remained the same between 2011 and 2018. The total value of Mr. Festa's LTIP grant in 2018 remained the same as in 2017, although the components thereof changed, as described below. The chart below shows the components of pay awarded in 2018 compared with the prior year. For more details about the structure of Mr. Festa's compensation, see "—Compensation Tables—Summary Compensation Table" below.
F. Festa
Compensation Element
 
2018
($)
 
2017
($)
 
Percentage Increase (Decrease)
(%)
Base Salary
 
835,000

 
975,000

 
(14.4
)
Annual Cash Incentive
 
1,208,500

 
1,218,800

 
(0.8
)
Fair Market Value of Stock Option Grant
 
2,125,667

 
1,064,660

 
99.7

Fair Market Value of PBU Grant (1)
 

 
2,125,019

 
(100.0
)
Fair Market Value of RSU Grant
 
2,125,025

 
1,062,509

 
100.0

Total Direct Compensation
 
6,294,192

 
6,445,988

 
(2.4
)
_______________________________________________________________________________
(1)
Given Mr. Festa’s retirement plans for later in the year, in February 2018, as the Company then reported, the committee modified Mr. Festa's compensatory arrangements as follows: (a) for 2018 stock awards and option awards, the forms of awards were 50% stock options and 50% RSUs, rather than including a percentage of PBUs; and (b) with respect to vesting of stock awards — (i) stock options, RSUs and PBUs were not pro-rated or forfeited in connection with Mr. Festa’s retirement as CEO; (ii) stock options and RSUs, as time-based awards, continued to vest according to the applicable original vesting schedules; (iii) PBUs will vest based upon performance of the Company during the applicable original three-year performance periods; and (iv) the stock option exercise periods will be equal to the full terms of the stock options, and were not truncated based upon Mr. Festa’s retirement as CEO. The committee determined not to grant PBUs to Mr. Festa as his retirement had been announced prior to the start of the performance period and in view of the new role that Mr. Festa would undertake in his continued service to the Company as its Non-executive Chairman.

37



Mr. La Force's Compensation At-A-Glance
Mr. La Force's total direct compensation (total compensation as reported in the Summary Compensation Table less pension changes and other annual compensation) for 2018 was $2,660,052, an increase of 20.3% compared with the prior year. His base salary increased from $600,000 to $650,000 in April 2018, as Mr. La Force's managerial responsibilities expanded. In November 2018, his base salary increased from $650,000 to $850,000 upon his formal election as CEO. The 2018 LTIP grants to Mr. La Force were made in February 2018, when he was our President and Chief Operating Officer. The chart below shows the components of pay awarded in 2018 compared with the prior year. For more details about the structure of Mr. La Force's compensation, see "—Compensation Tables—Summary Compensation Table."
H. La Force
Compensation Element
 
2018
($)
 
2017
($)
 
Percentage Increase (Decrease)
(%)
Base Salary
 
667,243

 
600,000

 
11.2
Annual Cash Incentive
 
692,700

 
510,000

 
35.8
Fair Market Value of Stock Option Grant
 
325,098

 
275,565

 
18.0
Fair Market Value of PBU Grant
 
649,985

 
550,000

 
18.2
Fair Market Value of RSU Grant
 
325,026

 
275,000

 
18.2
Total Direct Compensation
 
2,660,052

 
2,210,565

 
20.3
Set forth below is Mr. La Force's Full-Year 2019 Pro Forma Compensation at Target, as determined by the committee. The committee decided upon the terms and conditions of Mr. La Force's compensation in his new role, with input from its independent compensation consultant. In reaching its determination of the various compensation elements set forth in the table, the committee considered: peer and survey data from similarly-sized industrial companies; the Board's determination to separate the positions of CEO and Chairman of the Board of Directors; and Mr. La Force's experience relative to the President and CEO position.
H. La Force
Compensation Element
 
Full-Year 2019
Pro Forma Compensation at Target(1)
($)
Base Salary
 
850,000

Annual Cash Incentive
 
850,000

Stock Option Grant
 
700,000

PBU Grant
 
1,400,000

RSU Grant
 
700,000

Total Direct Compensation
 
4,500,000

_______________________________________________________________________________
(1)    "At Target" would entail meeting designated AICP and LTIP performance targets at the 100% level.

Overview of Our Executive Compensation Program and Philosophy
Key Objectives
The key objectives of the Grace executive compensation program for executive officers are to incentivize and motivate our executive officers to improve our performance and increase shareholder value; and to enable us to compete effectively with other firms in attracting, motivating and retaining executives. We designed the incentive compensation portion of the program to closely align the financial interests of our executive officers with those of our shareholders. Because executive officers have a substantial ability to influence business success, we believe that the portion of compensation that is at-risk based on organization-wide performance should increase as the level of responsibility increases.
We also expect the executive compensation program to be effectuated consistently with our culture of ethical conduct, personal integrity, and compliance with both our policies and applicable law. We expect our

38



executive officers to lead by example, modeling our Grace Core Values in their daily business conduct. The Grace Core Values consist of a commitment to teamwork, performance, integrity, speed and innovation, which, with our overall commitment to safety, are the foundation of our corporate culture.
Stock Ownership Guidelines
Our Board has designed and implemented stock ownership guidelines to align the long-term financial interests of our directors and executive officers with the long-term interests of our shareholders. The guidelines are set forth under "Proposal One—Election of Directors—Corporate Governance—Stock Ownership Guidelines."
Annual Say-On-Pay Vote Results
At our annual meeting in May 2018, approximately 91% of the shareholder votes cast supported our executive compensation program in an advisory “say-on-pay” vote. Based on its review and consideration of the 2018 shareholder advisory vote, the committee believes these results indicate strong support for our compensation policies and confirm the importance of our maintaining a strong link between pay and performance in our compensation philosophy and market-best practices. The committee welcomes the continued input of shareholders by means of the annual advisory "say-on-pay" vote and the Company remains committed to shareholder engagement. (See "Proposal One—Election of Directors—Corporate Governance—Shareholder Engagement.")

39



How We Set Compensation Elements and Target Mix
Our Board of Directors has delegated to the committee, the authority for approving and administering the compensation program for executive officers (including the "named executive officers" in the Summary Compensation Table set forth under "—Compensation Tables"). Our Board has appointed all of the independent members of our Board to serve as members of the committee.
Elements of Compensation
The following table outlines the major elements of compensation in 2018 for the named executive officers:
Compensation Element
 
Definition
 
Rationale
Base Salary
 
Fixed cash compensation paid monthly
 
Payment for completion of day-to-day responsibilities
Annual Incentive Compensation Plan
 
Variable cash compensation earned by annual personal performance and achievement of pre-established annual corporate financial performance goals
 
Builds accountability for achieving annual financial and business results and personal performance goals
Long-Term Incentive Compensation Plan (Stock Options)
 
Equity compensation with staggered vesting that increases in value with increases in stock price; value is equivalent to 25% of executive officer's long-term incentive grant value for the year
 
Builds accountability for sustained financial results; Aligns long-term interests of executive officers and shareholders; Encourages executive retention
Long-Term Incentive Compensation Plan (PBUs)

 
Equity compensation subject to performance-based vesting criteria over a three-year period; value is equivalent to 50% of executive officer's long-term incentive grant value for the year
 
Builds accountability for sustained financial results; Aligns long-term interests of executive officers and shareholders; Encourages executive retention
Long-Term Incentive Compensation Plan (RSUs)
 
Equity compensation with staggered vesting that increases in value with increases in stock price; value is equivalent to 25% of executive officer’s long-term incentive grant value for the year
 
Builds accountability for sustained financial results; Aligns long-term interests of executive officers and shareholders; Encourages executive retention
U.S. Defined Contribution Retirement Plans
 
Savings and Investment Plan (401(k))-Standard tax-qualified defined contribution retirement benefit subject to limitations on compensation and benefits under the U.S. Tax Code
 
Provides U.S. employees with the opportunity to save for retirement on a tax-advantaged basis with matched contributions from Grace
 
 
Savings and Investment Plan Replacement Payment Plan (nonqualified)
 
Provides certain highly-paid U.S. employees with the opportunity for the same level of Grace match as other participants in the Savings and Investment Plan, notwithstanding U.S. Tax Code limitations
U.S. Defined Benefit Retirement Plans
 
Retirement Plan for Salaried Employees ("Pension Plan") - Standard tax-qualified pension plan subject to limitations on compensation and benefits under the U.S. Tax Code
 
Provides U.S. employees with retirement income
 
 
Supplemental Executive Retirement Plan (nonqualified)

 
Provides certain highly-paid U.S. employees with the same benefit formula as other participants in the Pension Plan, notwithstanding U.S. Tax Code limitations

40



Target Compensation Mix
As determined by the committee, and informed by market practices, our compensation mix at target (shown below for both our now-former CEO and, collectively, for the other named executive officers) is largely incentive-based. The charts below include annualized 2018 base salary, target AICP, and grant date fair values for the LTIPs granted in 2018. The charts illustrate how the mix of target total direct compensation for our named executive officers emphasizes incentive compensation, with a significant focus on long-term incentives tied to our long-term performance. Further, the charts indicate the high percentage of executive compensation that is "at-risk," demonstrating the linkage of shareholder interests and executive officer performance goals. As described above, the committee determined not to grant PBUs to Mr. Festa in 2018 as his retirement had been announced prior to the start of the performance period and in view of his new role. For Mr. La Force's 2019 Pro Forma Compensation At Target, see the chart above.
CEO and NEO Compensation Mix At Target*
F. Festa Compensation Mix At Target
 
Other NEO Compensation Mix At Target
ceo2a02.jpg
 
neo2.jpg
_______________________________________________________________________________
*
In 2017, the last full year before Mr. Festa's retirement as CEO, his compensation mix at target included 33% "at risk" PBUs for a total of 68% of his compensation mix at target being "at risk." 2017 was more representative of Company standard practice.
Compensation Benchmarking
In order to gauge market compensation levels and practices, the committee has retained the services of Willis Towers Watson, or "WTW," an independent risk management and human resources consulting firm. Periodically, the committee consults with WTW for an assessment of our executive officer compensation program relative to the competitive market.
The committee has selected the companies below as our compensation peer group based upon their industry (those being chemicals, materials and specialty chemicals), size and global scope, revenues, profitability, market capitalization, market for talent, and the availability of public information regarding their compensation practices. The committee relies upon the compensation data gathered from the peer group as well as published broad industry survey data, reflecting the chemicals and general manufacturing industries, to represent the competitive market for executive talent for our executive officers, and does not focus on any specific data or benchmark for guidance when making pay decisions. The committee reviews the composition of our compensation peer group regularly to ensure that it remains suitable and appropriate, and removes companies that are no longer public entities.

41



Peer Group
Albemarle Corp.
 
International Flavors & Fragrances Inc.
Ashland Global Holdings Inc.
 
Minerals Technologies Inc.
Cabot Corp.
 
NewMarket Corporation
Celanese Corporation
 
Olin Corporation
Ferro Corporation
 
Platform Specialty Products Corporation
FMC Corp.
 
RPM International Inc.
GCP Applied Technologies Inc.
 
A. Schulman Inc.
HB Fuller Co.
 
Sensient Technologies Corporation
Hexcel Corp.
 
 
When reviewing the appropriateness of including companies in our peer group based on revenues, we consider the revenues of Advanced Refining Technologies LLC, our joint venture with Chevron Products Company, a division of Chevron U.S.A. Inc. (or "ART"), given our significant managerial responsibilities in connection therewith. Net sales of ART, an unconsolidated affiliate in which we have a 50% interest, were $487.5 million during 2018. We also consider ART revenues in survey benchmarking.
Contributions of the Committee, CEO and Consultant in our Executive Compensation Process
Role of the Compensation Committee
Pursuant to a delegation from our Board of Directors, the committee is responsible for reviewing and approving the compensation of all executive officers, including:
base salary;
annual incentive compensation;
long-term incentive compensation;
employment agreements;
severance arrangements;
change in control agreements; and
any special or supplemental benefits not generally available to salaried employees.
The committee implements a highly-focused goal setting process; identifies important year-over-year and multi-year targets; and commits the program to a rigorous review annually. The committee reviews and approves all corporate goals and objectives used in determining the incentive compensation of each executive officer. Also, the committee oversees the development of succession plans for the CEO and the other executive officers. Our human resources department and legal services group provide advice and legal and administrative assistance to aid the committee in meeting its responsibilities.
The committee reviews the distribution of peer group pay practices and broad industry data and determines the appropriate positioning of each executive officer's compensation based on several factors, including:
the executive officer’s role and level of responsibility;
the executive officer's individual performance in that role;
the need to attract, motivate and retain world-class leadership;
the economic and business environment in which Grace operates;
the importance of the executive officer to Grace’s objectives and strategy;
internal comparisons of pay and roles within the executive officer group;
legal and governance requirements and standards related to executive compensation, including internal pay equity with other salaried employees; and
with respect to executive officers other than the CEO, the CEO’s recommendation of appropriate compensation levels.
The committee conducts an annual evaluation of each executive officer's leadership ability, business experience, technical skill, and potential to contribute to Grace’s overall performance. In addition, since the number of executive officers is small, the committee is able to spend considerable time with each executive

42



officer outside committee meetings, so the committee members are able to develop strong personal views of each executive officer’s performance and potential. The committee also reviews each executive officer's existing compensation. This information, presented in the form of a "tally sheet," reflects all compensation payable or potentially payable to each executive officer under our compensation program. For each executive officer, the committee reviews the tally sheet, the peer group information, and broad industry data to provide context to the compensation decision. The committee then reviews the recommendation of the CEO, as discussed below, solely with respect to the other executive officers, and makes the compensation determination based on its individual evaluation of each executive officer.
The committee's process for determining the compensation of the CEO is similar to the process it applies to other executive officers. The committee reviews and approves corporate goals and objectives used in determining the compensation of the CEO. The committee evaluates the CEO's performance in light of those goals and objectives as well as market data, and has sole authority to determine the CEO's compensation based on this evaluation. The CEO plays no part in the committee's deliberations concerning, or approval of, his own compensation. The committee believes the CEO's compensation should be higher than the compensation of other executive officers because the CEO is uniquely positioned to influence all aspects of our operations and performance and the resulting return to our shareholders. In addition, the committee believes that a competitive compensation package that aligns the interests of the CEO with Grace's shareholders is the most effective way to incentivize the CEO and maximize company performance. The committee's view is consistent with the practices of the compensation peer group companies and the broad industry data that it has reviewed.
Role of the Chief Executive Officer
The CEO proposes compensation levels for the other executive officers. The CEO bases his recommendations for the other executive officers on his personal review of the factors considered by the committee, as described above. Although the committee affords the CEO’s recommendations significant weight, the committee retains full discretion when determining executive officer compensation. Although not a member of the committee, the CEO attends committee meetings and participates in committee deliberations regarding compensation levels for the other executive officers. The CEO is excused from deliberations regarding his own compensation and from the "executive session" portion of each meeting when the committee meets alone or alone with its outside advisors. The CEO is also excused when the committee meets separately with internal advisors from our human resources group.
Role of the Compensation Consultant
In order to add rigor in the process of setting executive officer compensation and to inform the committee of market trends, the committee has engaged the services of WTW to analyze our executive compensation structure and plan designs, and to assess whether our compensation program is competitive and supports the committee’s goal to align the interests of our executive team with the interests of our shareholders.
Specific services provided by WTW in 2018 included:
participation in committee meetings;
review of our pay-for-performance alignment;
review of risk factors associated with the design and administration of the Company's executive compensation program;
review of companies included in the compensation peer group;
preparation of market compensation data for executives and outside directors;
review of the CEO’s compensation recommendations for the other named executive officers;
review of compensation for the new CEO, and the Non-executive Chairman;
presentation of recommendations for the CEO’s compensation to the committee;
assessment of the share usage under our long-term incentive plan versus the peer group;
advice on incentive compensation plan design;
advice on current market trends and practices; and
review of compensation disclosure.
We expect WTW and our executive officers, including our CEO, and our Senior Vice President and Chief Human Resources Officer, to meet, exchange information and otherwise cooperate in the performance of their respective duties outside committee meetings.

43



During 2018, the Company paid fees to WTW for services rendered in respect of executive officer and director compensation in the amount of $212,297. In addition, management engaged WTW to provide additional services to the Company in an amount equal to $228,940 during 2018. These services included human capital and broking, and data, surveys and technology.
The committee has the sole authority to approve the independent compensation consultant’s fees and terms of engagement. The committee annually reviews its relationship with WTW to ensure independence. The process includes a review of the services WTW provides, the quality of those services, and fees associated with the services during 2018 as well as consideration of the factors impacting independence that the NYSE rules require. In its review, the committee noted no conflicts of interest related to the work of WTW and has determined the consultant to be independent.
Application of the Compensation Program for 2018 Elements, Targets and Results
Base Salary
The committee generally reviews base salaries for executive officers annually, but also when roles change significantly. The committee takes into account individual performance, achievement of individual strategic objectives, changes in the breadth or scope of responsibilities, and its review of competitive compensation information described above. In 2018, Mr. La Force's salary was increased 41.7% in two steps aligning first with his increase in responsibilities leading up to the leadership transition and second, upon being elected President and CEO. In 2018, the committee increased base salaries for certain other named executive officers, as set forth in the following table, to reflect their contributions to our overall performance and to ensure that their compensation remained competitive within our peer group. In keeping with the committee’s view that a substantial portion of executive compensation should be at risk, Mr. Festa had not received an increase in base salary since 2011. None of the executive officers listed below received a salary increase in 2017.
Named Executive Officer
 
Base Salary Rate as of 12/31/2018
($)(2)
 
Base Salary Rate as of 12/31/2017
($)
 
Percentage Increase in Base Salary Rate
(%)
A. E. Festa(1)
 
975,000
 
975,000
 
H. La Force(1)
 
850,000
 
600,000
 
41.7
E. C. Brown
 
395,000
 
375,000
 
5.3
K. N. Cole
 
370,000
 
350,000
 
5.7
M. A. Shelnitz
 
450,000
 
425,000
 
5.9
T. E. Blaser(1)
 
450,000
 
450,000
 
_______________________________________________________________________________
(1)
On November 8, 2018, Mr. Festa retired as CEO and became Non-executive Chairman, and Mr. La Force became President and CEO. Previously, Mr. La Force was President and Chief Operating Officer. Mr. Blaser resigned as Senior Vice President and CFO effective May 31, 2018. Mr. La Force, who was previously our CFO, has served as Acting Principal Financial Officer (or "PFO") since that time.
(2)
Salary rates for Mr. Festa and Mr. Blaser are annual rates as of their respective last dates of employment. See "Summary Compensation Table" for amounts paid.
Annual Incentive Compensation
The AICP is a cash-based, pay-for-performance incentive plan. Its purpose is to motivate and reward upper- and middle-level employees, including executive officers, for their contributions to our performance. The amount of an individual incentive award payment under the AICP is based upon:
the individual's AICP target amount;
the funding of the AICP incentive pool based on our performance; and
the individual's personal performance.


44



The committee established 2018 AICP targets in February 2018, based on the performance targets in our 2018 annual operating plan and after considering the general economic environment in which we expected to be operating during the year.

In 2018, the committee emphasized earnings, cash generation, and revenue performance in setting the annual incentive compensation plan goals. Consistent with 2017, earnings remained weighted for half of the plan, reflecting an emphasis on margins and controlling costs. The committee viewed strong cash performance as critical to our strategic direction in 2018 and a key component in our future plans and consequently weighted cash generation at 25% for 2018. The committee also gave sales equal weight at 25% for 2018 to stress the importance of revenue growth.

For earnings, the committee used "Adjusted EBIT."
For cash generation, the committee used "Adjusted Free Cash Flow."
For revenue growth, the committee used "Adjusted Net Sales."
Adjusted EBIT demonstrates our effectiveness at growing the Company profitably through our focus on value selling, manufacturing excellence, and operating cost productivity. Adjusted Free Cash Flow reflects how well we manage our business as a whole; including net sales and profit growth and the investment required to support that growth. Adjusted Net Sales emphasizes the importance of top-line growth in measuring our market segment performance and confirmation of our ability to earn the confidence and trust of our customers.
In setting the actual amount of the AICP incentive pool, the committee has discretion to adjust the performance objectives, adjust the calculation of each performance measure, or adjust the size of the AICP incentive pool irrespective of the achievement of performance objectives.
The 2018 AICP targets for our named executive officers remained substantially the same as in 2017, except for Mr. La Force.
Named Executive Officer
 
AICP Target as Percentage of Base Salary in
2018
 
AICP Target as Percentage of Base Salary in
2017
A. E. Festa
 
125
%
 
125
%
H. La Force
 
89
%
(1)
85
%
E. C. Brown
 
70
%
 
70
%
K. N. Cole
 
70
%
 
70
%
M. A. Shelnitz
 
70
%
 
70
%
T. E. Blaser
 
70
%
 
70
%
_______________________________________________________________________________
(1)
As of November 8, 2018, Mr. La Force’s AICP Target Percentage of Base Salary increased from 85% to 100%. His target for 2018 is a blended rate, based upon an 85% rate from January 1, 2018, through November 7, 2018, and a 100% rate from November 8, 2018, through December 31, 2018.
Actual awards for executive officers may range from $0 to an amount equal to 200% of the target amount, based on the factors described above.
2018 AICP Performance Targets (For results in these three AICP target categories, see below.)
The amount of the AICP incentive pool is the sum of the amounts funded in the Adjusted EBIT Pool, the Adjusted Free Cash Flow Pool, and the Adjusted Net Sales Pool. The funding of each pool is determined independently by reference to the Adjusted EBIT Target, Cash Target and Sales Target set forth in the Grace annual operating plan for the one-year performance period as follows:

45



2018 AICP Performance TargetAdjusted EBIT
Percentage Funded in Adjusted EBIT Pool*
(%)
 
Grace Performance as a Percentage of Adjusted EBIT Target
(%)
 
Grace Adjusted EBIT Target
(in millions $)
200
 
120 or above
 
528
150
 
110
 
484
100
 
100
 
440
75
 
93
 
407
50
 
85
 
374
 
Below 85
 
Below 374
_______________________________________________________________________________
*
Actual amount funded to the Adjusted EBIT Pool is prorated on a straight line basis for performance that falls between the performance targets set forth in the table.
2018 AICP Performance TargetAdjusted Free Cash Flow
Percentage Funded in Adjusted Free Cash Flow Pool
(%)*
 
Grace Performance as a Percentage of Adjusted Free Cash Flow Target
(%)
 
Grace Adjusted Free Cash Flow Target
(in millions $)
200
 
120 or above
 
288
150
 
110
 
264
100
 
100
 
230 - 240
75
 
93
 
213
50
 
85
 
196
 
Below 85
 
Below 196
_______________________________________________________________________________
*
Actual amount funded to the Adjusted Free Cash Flow Pool is prorated on a straight line basis for performance that falls between the performance targets set forth in the table.
2018 AICP Performance TargetAdjusted Net Sales
Percentage Funded in Adjusted Net Sales Pool
(%)*
 
Grace Performance as a Percentage of Adjusted Net Sales Target
(%)
 
Grace Adjusted Net Sales Target
(in millions $)
200
 
110
 
2,072
150
 
105
 
1,978
100
 
100
 
1,884
75
 
98
 
1,846
50
 
95
 
1,789
 
Below 95
 
Below 1,789
_______________________________________________________________________________
*
Actual amount funded to the Adjusted Net Sales Pool is prorated on a straight line basis for performance that falls between the performance targets set forth in the table.

46



2018 AICP Results in Performance Target Categories
Grace's 2018 AICP results for the one-year performance period were as follows:
 
 
(in millions $)
2018 AICP Adjusted EBIT
 
457

2018 AICP Adjusted Free Cash Flow
 
235

2018 AICP Adjusted Net Sales
 
1,935

2018 AICP Funding
Our 2018 AICP Adjusted EBIT and AICP Adjusted Net Sales were well above our 2018 annual operating plan. Our AICP Adjusted Free Cash Flow met our 2018 annual operating plan. This performance resulted in 116% of the Target AICP Incentive Pool being funded, as shown in the following table:
 
 
 
2018 AICP Adjusted EBIT (in millions)
 
$
457

Interpolated Portion of AICP Incentive Pool funded in respect of Adjusted EBIT Target
 
119
%
2018 AICP Adjusted Free Cash Flow (in millions)
 
$
235

Interpolated Portion of AICP Incentive Pool funded in respect of Adjusted Free Cash Flow Target
 
100
%
2018 AICP Adjusted Net Sales (in millions)
 
$
1,935

Interpolated Portion of AICP Incentive Pool funded in respect of Adjusted Net Sales Target
 
127
%
Calculated AICP Incentive Pool Percentage
 
116
%
Executive Officer Annual Incentive Compensation Plan (EAICP)Funding of Payments
The Executive Officer Annual Incentive Compensation Plan, or EAICP, applicable to all executive officers, provides for performance-based incentives that were designed to meet the requirements for tax deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended. Effective with the 2018 tax year, the Tax Cut and Jobs Act (the “TCJA”) eliminated the exception under Section 162(m) for performance-based compensation, unless there was a binding written arrangement with respect to such compensation in place on November 2, 2017. (See "—Deductibility of Executive Compensation," below.) Nevertheless, the Company continued to utilize the EAICP, given the uncertainty in how the TCJA would be implemented and our belief that it is important to preserve the ability to structure compensation plans to meet a variety of corporate objectives even if the compensation is not deductible.
AICP payments to executive officers are funded from the EAICP incentive pool. The EAICP incentive pool is funded at 200% of the executive officers' AICP target awards if Grace meets the performance targets that the committee establishes for a specified year. In setting the actual amount of executive officers' AICP awards, the committee has the discretion to reduce, but not increase, the amount of the EAICP incentive pool and the amounts, based on the EAICP incentive pool, of individual AICP payments to executive officers. For 2018, the EAICP performance target was $150 million in Adjusted Free Cash Flow. Since actual Grace performance in respect of the Adjusted Free Cash Flow performance target was $235 million, the EAICP incentive pool was fully funded. The committee exercised its discretion to reduce actual awards to the named executive officers in line with AICP performance to the amounts reflected in the table that follows.

47



2018 AICP payments to the named executive officers are as set forth below:
Name
 
Actual AICP Payment
(116% of Target)
($)
A. E. Festa(a)
 
1,208,500

H. La Force
 
692,700

E. C. Brown
 
320,800

K. N. Cole
 
300,500

M. A. Shelnitz
 
365,400

T. E. Blaser(b)
 
151,200

_______________________________________________________________________________
(a)
Mr. Festa retired as CEO of the Company on November 8, 2018, resulting in a prorated payout.
(b)
Mr. Blaser resigned as Senior Vice President and CFO of the Company, effective May 31, 2018, resulting in a prorated payout.

48



Long-Term Incentive Compensation
Our Long-Term Incentive Plans, or LTIPs, are designed to motivate and reward LTIP participants, including our named executive officers, for their contributions to our performance over a multi-year period, align their financial interests with those of our shareholders, and guide their behavior accordingly by making a significant portion of their total compensation variable and dependent upon our sustained financial performance. We seek long-term operational excellence, quality of earnings and shareholder value creation. The target value of the LTIP award for each LTIP participant, with the exception of the CEO, was determined by the committee based on the recommendation of the CEO. The target value of the CEO’s LTIP award was determined by the committee. These target award values were determined by reviewing current market compensation data (as discussed above), historical long-term incentive target values, the level of dilution represented by outstanding equity awards, and internal pay equity considerations.
Set forth below is information on our 2016-2018 PBU performance period, followed by a discussion of our 2018 LTIP grants.
2016-2018 Long-Term Incentive Compensation Plan (or "2016 LTIP") PBUs
PBUs represented 50% of the value of our 2016 LTIP awards. The PBUs are share-denominated and the actual number of shares earned by a named executive officer was determined based on the achievement of specified business performance objectives. Specifically, the amount of an individual payout under a 2016 PBU award was based upon:
the individual’s PBU target share amount;
the growth in our LTIP Adjusted EPS over the three-year performance period;
the Total Shareholder Return for the three-year performance period as compared to the Russell 1000; and
the value of Grace common stock on the payout date.

Payouts to executive officers are made in shares of Grace common stock.

2016 LTIP Performance Target LTIP Adjusted EPS

The committee selected Adjusted EPS as the primary performance measure for the 2016 PBUs, reflecting our focus on long-term operational excellence and quality of earnings. The Adjusted EPS targets were based on a pro forma Adjusted EPS of $2.91 for Grace as a stand-alone entity on December 31, 2015 (due to the Separation). In order to earn 100% of the target share amount, our cumulative annual LTIP Adjusted EPS growth from the 2015 baseline performance to 2018 actual performance had to reach $3.48 (approximately 120% of the $2.91 baseline amount), as reflected in the following table:

Percentage of PBU Award Funded per Adjusted EPS Performance (%)*
 
Grace Performance as a Percentage of Adjusted EPS Target (%)
 
Grace Adjusted EPS Target ($)
200
 
120
 
4.18
150
 
110
 
3.83
100
 
100
 
3.48
83
 
95
 
3.31
67
 
90
 
3.13
50
 
85
 
2.96
0
 
Below 85
 
Below 2.96
_______________________________________________________________________________
*
Actual amount funded per Adjusted EPS Performance is prorated on a straight line basis for performance that falls between the performance targets set forth in the table. Figures in the table may be rounded.
2016 LTIP Performance Target TSR
The committee selected TSR as the second performance measure for 2016 PBU awards, which provided enhanced alignment with actual shareholder value creation. We calculate Total Shareholder Return

49



as the growth in stock price between the first and last business day of the performance period plus dividends reinvested compared to the same figure for the Russell 1000 Index. The number of PBU shares to be paid out based upon EPS targets as shown in the above table, was subject to adjustment, up or down, by a factor of 25% if relative TSR for the three-year period 2016-2018 is above the 75th percentile or below the 25th percentile of the Russell 1000 Index, respectively, subject to a maximum funding percentage of 200. The committee chose the Russell 1000 Index as it is a broad representation of similarly-sized companies, including a majority of the Company's peers.
2016 LTIP Adjusted EPS and Total Shareholder Return and 2016-2018 PBU Payouts

As detailed below, our LTIP Adjusted EPS figure for the 2016-2018 performance period was $4.14, which exceeded our target of $3.48. Our TSR performance for the three-year period relative to the constituents in the Russell 1000 over the same period was in the lowest quartile, resulting in a 25% reduction in the number of PBUs earned in accordance with our program design. The committee further determined to apply negative discretion for a portion of the benefit of the TCJA and change in depreciation policy that we implemented in the first quarter of 2018. This resulted in a funding level of 120% of the target PBUs being awarded.
Calculation Details
 
Result (a)
LTIP Adjusted EPS 2016-2018
 
$4.14
Interpolated Portion of 2016-2018 PBUs funded based upon EPS
 
T-195%
TSR adjustment to number of PBU shares to be paid out
 
(T-49)
Calculated Payment, net of TSR-related Adjustment
 
T-146%
Negative Discretion applied by the committee
 
(T-26)
Net Interpolated Portion of 2016-2018 PBUs funded
 
T-120%
(a)    "T" levels are target levels, with T-100 being target attainment.

Actual 2016-2018 PBU share payouts to the named executive officers are as set forth below:
Name
 
2016-2018 PBU Share Target
(#)
 
Grace Shares Earned
(120% of Target)
(#)
 
Actual Value of 2016-2018 PBU Payout
($)(a)
A. E. Festa
 
31,035

 
37,242

 
2,902,269

H. La Force
 
8,033

 
9,639

 
751,167

E. C. Brown
 
5,112

 
6,134

 
478,023

K. N. Cole
 
3,286

 
3,943

 
307,278

M. A. Shelnitz
 
5,477

 
6,572

 
512,156

T. E. Blaser (b)
 
4,412

 
5,294

 
412,561

_______________________________________________________________________________
(a)
The actual values of the PBU payouts were determined based on the closing price of Grace common stock on the February 25, 2019, payment date of $77.93.
(b)
Mr. Blaser resigned as Senior Vice President and CFO of Grace, effective May 31, 2018, resulting in a prorated payout.
2018 LTIP Grants
LTIP grants for 2018 consisted of three components (with the exception for Mr. Festa as a result of his retirement as CEO, noted above):
PBUs (50% of 2018 LTIP Value);
RSUs (25% of 2018 LTIP Value); and
Stock Options (25% of 2018 LTIP Value).

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2018-2020 PBUs
The PBUs are share-denominated and the actual number of shares earned by a named executive officer can vary based on the achievement of specified business performance objectives. The value of the PBUs also varies based on the value of our stock and the amount of dividends paid on that stock. Accordingly, PBUs align leadership focus with our expectations for the ongoing success of our business and for increasing long-term shareholder value. Specifically, the amount of an individual payout under a 2018 PBU award is based upon:

the individual’s PBU target share amount;
the growth in our LTIP Adjusted EPS over the three-year performance period;
the Total Shareholder Return for the three-year performance period as compared to the Russell 1000 Index; and
the value of Grace common stock on the payout date.

Payouts to executives who are subject to the stock ownership guidelines, including the named executive officers, are payable in shares of common stock. PBUs "cliff vest" after a three-year performance period.
2018 LTIP Performance Target LTIP Adjusted EPS
The committee selected Adjusted EPS as the primary performance measure for the PBUs, reflecting our focus on long-term operational excellence and quality of earnings. In determining cumulative LTIP Adjusted EPS growth, Adjusted EPS for the performance period may be adjusted in the discretion of the committee to eliminate the effect of changes in accounting, like our adoption of mark-to-market pension accounting, or significant changes in our business. In order to earn 100% of the target share amount, our LTIP Adjusted EPS for 2020 must reach $4.75, as reflected in the following table:
Percentage of PBU Award Funded per Adjusted EPS Performance (%)*
 
Grace Performance as a Percentage of Adjusted EPS Target (%)
 
Grace Adjusted EPS Target ($)
200
 
120
 
5.70
150
 
110
 
5.23
100
 
100
 
4.75
83
 
95
 
4.51
67
 
90
 
4.28
50
 
85
 
4.04
 
Below 85
 
Below 4.04
_______________________________________________________________________________
*
Actual amount funded per Adjusted EPS Performance is prorated on a straight line basis for performance that falls between the performance targets set forth in the table. Figures in the table may be rounded.

51



2018 LTIP Performance Targets Total Shareholder Return
The committee has selected TSR as the second performance measure for PBU awards, which provides enhanced alignment with actual shareholder value creation. We calculate TSR as the growth in stock price between the first and last business day of the performance period plus dividends reinvested compared to the same figure for the Russell 1000 Index. The number of PBU shares to be paid out based upon EPS targets as shown in the above table, is subject to adjustment, up or down, by a factor of 25% if relative TSR for the three-year period 2018-2020 is above the 75th percentile or below the 25th percentile of the Russell 1000 Index, respectively, subject to a maximum funding percentage of 200. The committee chose the Russell 1000 Index as it is a broad representation of similarly-sized companies, including a majority of the Company's peers.
Grace TSR relative to Russell 1000 TSR
 
Adjustment to PBU Award as calculated based upon EPS Target
Above 75th Percentile
 
Increase of 25% of PBU Award
Between 25th and 75th Percentile
 
No Adjustment to PBU Award
Below 25th Percentile
 
Decrease of 25% of PBU Award
RSUs
RSUs represent 25% of the value of our 2018 LTIP awards. The value of an RSU is directly related to the value of Grace common stock, so RSUs provide direct alignment between the interests of our executive officers and shareholders. RSUs granted in 2018 vest in three equal installments beginning on the anniversary of the grant date, generally subject to continued employment of the holder of the RSUs. Payouts to executives who are subject to the stock ownership guidelines, including the named executive officers, are payable in shares of common stock.
Stock Options
Stock options represent 25% of the value of our 2018 LTIP awards. The value of stock options is directly related to the increase in the value of our stock, so stock options provide direct alignment between the interests of our executive officers and shareholders. In determining the value of stock option awards, the committee uses an analysis of stock option value based on an adjusted Black-Scholes option pricing model and reviews this analysis with WTW. The committee approved the stock option grants included in the 2018 LTIP on February 22, 2018. The exercise price of the stock options was $67.335, which was the average of the high and low trading prices of Grace common stock on the NYSE on February 22, 2018. The term of the stock options is five years and they vest over three years in equal annual installments, generally subject to the continued employment of the holder of the stock options.
Effect of Dividends on LTIP Awards
In January of 2016, Grace announced that it would commence paying a regular quarterly cash dividend per share of common stock. The Company paid the first such dividend in June 2016 and increased the dividend for the first quarter of 2017, and again for the first quarter of 2018. Following common market practice, the committee approved “dividend equivalent” payments for holders of unvested RSUs and PBUs (which would be paid to holders only following unit vesting). Unvested PBUs and RSUs are “stock equivalents” and not actual stock, so holders accrue corresponding dividend equivalents. Dividend equivalents will accrue, quarter by quarter, throughout the vesting period on all unvested PBUs and RSUs. Those who hold PBUs will accrue dividend equivalents at a target level for any outstanding PBUs. We will then adjust these dividend equivalents for actual company performance (financial results) at the end of the performance period to correspond with the number of PBUs earned. In the event an employee leaves the Company before dividend equivalents are paid, for retirement, disability, or voluntary/involuntary termination, proration rules would apply to the dividend equivalents and any resulting unvested dividends would be forfeited. Consistent with common market practice, we will not provide dividend equivalents for stock option awards regardless of whether they are vested or unvested.

52



Other Components and Features of our Executive Compensation Program
Pension Plan/Supplemental Executive Retirement Plan
As described below under the caption "—Compensation Tables—Pension Benefits," payments under our tax-qualified pension plan are calculated using annual compensation, including base salary and AICP awards, and years of credited Grace service. The committee has also implemented a Supplemental Executive Retirement Plan, generally referred to as a SERP, which applies to approximately 55 executive employees, including the executive officers, whose annual compensation exceeds the amount that can be taken into account for purposes of calculating benefits under tax-qualified pension plans. Under this plan, each such employee will receive the full pension to which that employee would be entitled in the absence of the limitations described above and other limitations imposed under federal income tax law. The SERP is unfunded and is not qualified for tax purposes.
Savings and Investment Plan/Replacement Payment Plan
We generally offer a tax-qualified 401(k)-type Savings and Investment Plan, or S&I Plan, to employees under which they may save a portion of their annual compensation in investment accounts on a pre- or post-tax basis. During 2018, we matched 100% of employee savings under the S&I Plan up to 6% of the employee's base salary and annual incentive compensation. The committee believes that a 401(k)-type plan with a meaningful company match is an effective recruiting and retention tool for our employees, including our executive officers. The committee has also implemented an S&I Plan Replacement Payment Plan that currently applies to approximately 60 executive employees, including the executive officers, whose annual compensation exceeds the amount that can be taken into account for purposes of calculating benefits under tax-qualified savings plans. Under this plan, each such employee will receive the full matching payments to which that employee would be entitled in the absence of the limitations described above and other limitations imposed under federal income tax law.
Executive Personal Benefits
The committee believes that executive personal benefits should be limited. Executive officers are eligible to participate in an executive physical examination program that offers executives an annual comprehensive physical examination. Our CEO has access to corporate aircraft for reasonable personal travel, and would be responsible for paying income taxes on the value of such travel as determined by the Internal Revenue Service.
Change in Control Severance Agreements
As described below under the caption "—Compensation Tables—Termination and Change in Control Arrangements," we have entered into change in control severance agreements with each of the named executive officers. We base the provisions in these agreements on competitive practice and design them to ensure that the executive officers' interests remain aligned with the interests of our shareholders if a potential change in control occurs. Payments under these agreements are triggered by the involuntary termination of the executive officer's employment without cause (including constructive termination caused by a material reduction in his or her authority or responsibility or by certain other circumstances) following a change in control. A change in control situation often undermines an executive officer's job security, and it is to our benefit and our shareholders' benefit to encourage our executive officers to seek out beneficial transactions and to remain employed through the closing of any transaction, even though their future employment at Grace may be uncertain. The change in control severance agreements are designed to reinforce and encourage the continued attention and dedication of the executive officers to their assigned duties without distraction in the face of potentially adverse circumstances arising from the possibility of a change in control of Grace. Certain terms of these agreements are described below under the caption "—Compensation Tables—Potential Payments Upon Termination or Change in Control."
Severance Arrangements
Grace maintains the Severance Plan for Leadership Team Officers of W. R. Grace & Co. (the “Executive Severance Plan”), which provides that, if the employment of an executive officer is terminated without cause without a change in control, he or she will be entitled to cash severance equal to the sum of his or her base salary and target bonus (two times the sum, in the case of the CEO). The Executive Severance Plan also provides that, upon a termination without cause not due to a change in control, an executive officer

53



will be entitled to a prorated annual bonus for the year of termination if he or she has completed at least three months of employment in the applicable year. Payments under the Executive Severance Plan are contingent upon the executive officer’s execution and non-revocation of a release of claims and non-compete and non-solicitation of employees covenants, in favor of Grace. We designed our severance arrangements to encourage and reinforce the continued attention and dedication of our executive officers to their assigned duties, without undue concern regarding their job security. See below under “—Compensation Tables—Potential Payments Upon Termination or Change in Control” and under "—Termination and Change in Control Arrangements” in that section.
Executive Salary Protection Plan
As described below under the caption "—Compensation Tables—Potential Payments Upon Termination or Change in Control," our Executive Salary Protection Plan provides payments to our named executive officers, or their respective beneficiaries, in the event of their disability or death prior to age 70 while employed by Grace. We designed the plan to encourage the continued attention and dedication of our executive officers to their assigned duties without undue concern regarding their ability to earn a living and support their families in the event of death or disability.
Compensation Policies and Practices Relating to Risk Management
We do not believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on Grace through excessive risk-taking incentives or otherwise. Our compensation program, though tailored to our specific needs, is generally similar to compensation programs used by other companies in our industry. We have many years of experience with the various components of our compensation program, including our incentive plans under which payments may vary based on the performance of the business. We believe these plans, backed by our corporate ethics program and the Grace Core Values, have been successful in aligning the interests of our executives and senior employees with the interests of our shareholders and in encouraging the responsible pursuit of corporate objectives by our employees.
In order to ensure that our executive officer compensation program does not encourage excessive risk-taking, the committee conducts a periodic risk assessment of our compensation plans, including their design, structure and administration. In 2018, the committee reviewed risk factors associated with the design and administration of the Company's executive compensation program with WTW. The committee believes that several elements of our compensation programs mitigate risk, including the use of performance measures based on reasonable targets, the balance of the compensation elements, the implementation of stock ownership guidelines, the use of severance and change in control agreements, and the committee's oversight and discretion regarding incentive compensation.
In addition, as discussed above, to reinforce the alignment of management's interests with those of our shareholders, and support good governance practices, the Board has adopted an Executive Compensation Recovery Policy ("Clawback") that applies to all of our named executive officers.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the tax deduction for compensation expense each year in excess of $1 million paid to certain executive officers. As in effect prior to the 2018 tax year, there was an exception from Section 162(m) for “performance-based” compensation that satisfies certain other conditions. Effective with the 2018 tax year, the TCJA eliminated the exception under Section 162(m) for performance-based compensation, unless there was a binding written arrangement with respect to such compensation in place on November 2, 2017. According to the IRS, whether a written arrangement is binding for such purpose will be determined under applicable state law. While the design of the AICP and LTIP was structured to provide flexibility in determining whether compensation payable thereunder may be tax deductible, deductibility was only one criterion we considered when establishing such plans. We believe that it is important to preserve the ability to structure compensation plans to meet a variety of corporate objectives even if the compensation is not deductible.

54



Compensation Committee Report
We, the undersigned members of the Compensation Committee of the Board of Directors of Grace, have reviewed Grace's Compensation Discussion and Analysis for 2018 and have discussed it with Grace management. Based on our review and this discussion, we recommend to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE
Diane H. Gulyas, Chair
Robert F. Cummings, Jr.
Julie Fasone Holder
Jeffry N. Quinn
Christopher J. Steffen
Mark E. Tomkins
Shlomo Yanai

55



Compensation Committee Interlocks and Insider Participation
During 2018, the Compensation Committee of the Board was composed of Mses. Fasone Holder and Gulyas, and Messrs. Baldwin, Cummings, Quinn, Tomkins, Steffen, and Yanai. Mr. Baldwin resigned from the Compensation Committee effective May 9, 2018. Ms. Gulyas (current Chair) and Mr. Quinn (former Chair) both served as Chair of the Compensation Committee during 2018. None of these persons is a current or former Grace officer or employee, nor did we have any reportable related party transactions with any of these persons. None of our executive officers serves or in the past has served as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving, or in the past having served, on our Board of Directors or our Compensation Committee.

56



Compensation Tables
Summary Compensation Table
The following table sets forth the compensation we paid for the periods indicated to our current CEO (and Acting Principal Financial Officer), our former CEO, our former CFO, and each of our other three most highly compensated executive officers who were executive officers as of December 31, 2018.
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock Awards(a)
($)
 
Option Awards(a)
($)
 
Non-Equity Incentive Plan Compensation
($)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings(c)
($)
 
All Other Compensation(d)
($)
 
Total
($)
AICP(b)
A. E. Festa
Non-executive Chairman (Former Chief Executive Officer)
 
2018
 
835,000

 
 
 
2,125,025

 
2,125,667

 
1,208,500

 

 
249,083

 
6,543,275

 
2017
 
975,000

 

 
2,187,528

 
1,064,660

 
1,218,800

 
1,063,000

 
192,123

 
7,701,111

 
2016
 
975,000

 

 
3,312,920

 
1,141,283

 
1,023,750

 
799,000

 
142,848

 
7,394,801

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
H. La Force
President & Chief Executive Officer (and Acting PFO)
 
2018
 
667,243

 
 
 
975,011

 
325,189

 
692,700

 
124,000

 
83,584

 
2,867,727

 
2017
 
600,000

 

 
825,000

 
275,565

 
510,000

 
329,000

 
65,439

 
2,605,004

 
2016
 
591,667

 

 
849,371

 
295,388

 
420,000

 
207,000

 
58,392

 
2,421,818

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
E. C. Brown Senior Vice President & Chief Human Resources Officer
 
2018
 
390,000

 
 
 
149,989

 
125,073

 
320,800

 
76,000

 
57,941

 
1,119,803

 
2017
 
375,000

 

 
374,974

 
125,260

 
262,500

 
130,000

 
38,685

 
1,306,419

 
2016
 
375,000

 

 
535,983

 
187,971

 
220,500

 
103,000

 
61,491

 
1,483,945

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
K. N. Cole
Senior Vice President, Government Relations & Environmental, Health & Safety
 
2018
 
365,000

 
 
 
337,551

 
112,565

 
300,500

 
90,000

 
42,824

 
1,248,440

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
M. A. Shelnitz
Senior Vice President, General Counsel & Secretary
 
2018
 
443,750

 
 
 
412,494

 
137,580

 
365,400

 

 
53,615

 
1,412,839

 
2017
 
425,000

 

 
412,536

 
137,776

 
297,500

 
593,000

 
43,888

 
1,909,700

 
2016
 
425,000

 

 
578,708

 
201,403

 
249,900

 
442,000

 
42,918

 
1,939,929

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T. E. Blaser Former Senior Vice President & Chief Financial Officer
 
2018
 
187,500

 
 
 
562,517

 
187,528

 
151,200

 
70,000

 
863,106

 
2,021,851

 
2017
 
450,000

 

 
562,497

 
187,877

 
315,000

 
138,000

 
117,739

 
1,771,113

 
2016
 
397,500

 

 
1,062,494

 
482,934

 
235,500

 
62,000

 
76,303

 
2,316,731

_______________________________________________________________________________
(a)
In the “Stock Awards” column, the amounts reflect the aggregate grant date fair value of: (i) RSU awards; and (ii) PBU awards, to each executive officer, computed in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” In the “Option Awards” column, the amounts reflect the aggregate grant date fair value of option awards to each executive officer computed in accordance with FASB ASC Topic 718.
In the case of RSU awards, the amounts shown in the Stock Awards column are based on an estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.
In the case of PBU awards, the amounts shown in the Stock Awards column are based on an estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718 assuming the target level of performance conditions is achieved and excluding the effect of estimated forfeitures. The values of the PBU awards at the grant date if the highest level of performance conditions is achieved would be as follows: Mr. La Force — $1,299,970; Ms. Brown — $500,030; Mr. Cole — $450,067; Mr. Shelnitz — $549,992; and Mr. Blaser — $749,978. (Mr. Blaser's 2018 PBU awards were forfeited.)
In the case of stock options, Grace values the options using a Black-Scholes option-pricing model, which was developed for use in estimating the fair value of traded options, as discussed under "Application of the Compensation Program for 2018—Elements, Targets and Results—Long-Term Incentive Compensation—Stock Options" in the Compensation Discussion and Analysis above.
The assumptions used to calculate the compensation expense for 2018 are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, in Item 8 (Financial Statements and Supplementary Data) in the Financial Supplement under Note 15 (Stock Incentive Plans) to the Consolidated Financial Statements, which information is incorporated herein by reference.
(b)
The 2018 amount consists of earned payments pursuant to the 2018 Annual Incentive Compensation Plan (AICP).
(c)
The 2018 amount consists of the aggregate change in the actuarial present value of the individual's accumulated benefit under the Grace Pension Plan and Grace Supplemental Executive Retirement Plan (SERP) from December 31, 2017 to December 31, 2018, assuming retirement at age 62 with benefits payable on a straight life annuity basis, based on assumptions used for financial reporting purposes under generally accepted accounting principles, including a 4.22% discount rate determined as set forth in the Company's

57



Annual Report on Form 10-K for the year ended December 31, 2018, in Item 8 (Financial Statements and Supplementary Data) in the Financial Supplement under Note 8 (Pension Plans and Other Retirement Plans) to the Consolidated Financial Statements, which information is incorporated herein by reference. Negative amounts are not reflected in the table pursuant to SEC rules. Although these amounts appear as a lump sum, they are generally paid as an annuity. The amount reported is an accounting value and was not realized by the individual in cash during 2018. The amounts include benefits that the individual may not currently be entitled to receive because the executive is not vested in such benefits. No executive officer received preferential or above market earnings on nonqualified deferred compensation.
Name
 
Change in Pension Plan Value
($)
 
Change in SERP Value
($)
 
Total Change in Pension Value
($)
A. E. Festa
 
(4,000
)
 
(108,000
)
 
(112,000
)
H. La Force
 

 
124,000

 
124,000

E. C. Brown
 
27,000

 
49,000

 
76,000

K. N. Cole
 
36,000

 
54,000

 
90,000

M. A. Shelnitz
 
(47,000
)
 
(152,000
)
 
(199,000
)
T. E. Blaser
 
11,000

 
59,000

 
70,000

(d)    The 2018 amount consists of the following:
Name
 
Personal Benefits*
($)
 
S&I Plan Matching Payments
($)
 
S&I Plan Replacement Payments
($)
 
Dividend Equivalents** ($)
 
Liability Insurance
($)
 
Severance-Related Payments***
($)
 
Director Fees Earned or Paid in Cash
($)
 
Total
($)
A. E. Festa
 
39,358

 
16,500

 
106,728

 
53,816

 
1,847

 

 
30,834

 
249,083

H. La Force
 

 
16,500

 
54,135

 
11,102

 
1,847

 

 
 
 
83,584

E. C. Brown
 

 
16,500

 
22,650

 
16,944

 
1,847

 

 
 
 
57,941

K. N. Cole
 

 
16,167

 
20,100

 
5,699

 
858

 

 
 
 
42,824

M. A. Shelnitz
 

 
16,500

 
27,975

 
7,293

 
1,847

 

 
 
 
53,615

T. E. Blaser
 

 
16,500

 
13,650

 
15,795

 
1,847

 
815,314

 
 
 
863,106

_______________________________________________________________________________
*
Consists of our aggregate incremental cost of providing perquisites and other personal benefits or property if the aggregate amount of personal benefits provided to the individual equaled or exceeded $10,000. For Mr. Festa, amount consists of a physical examination, and personal use of Grace-provided aircraft in the amount of $37,603, calculated based on personal-use flight hours as a percentage of total flight hours charged to Grace.
**
Consists of dividend equivalents paid on vested awards in 2018.
***
In connection with Mr. Blaser's resignation, he received a $765,000 severance payment, a $37,333 lump sum payment for health benefits coverage, and a $12,981 lump sum payment for unused vacation.




58



Grants of Plan-Based Awards in 2018
The following table provides information regarding grants under our Annual Incentive Compensation Plan, or AICP, and Long Term Incentive Plan, or LTIP, to the executive officers named in the Summary Compensation Table above during 2018. For reference, while the LTIP grants made to the executive officers named in the following table included grants of options, RSUs and PBUs under our compensation program in 2018, the grants were made under our 2014 Plan, as our 2018 Plan was approved by the Grace shareholders after such grants at our 2018 Annual Meeting of Shareholders on May 9, 2018.
Name
 
Plan
 
Grant
Date
 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(a)
 
Estimated Future Payouts Under Equity Incentive Plan Award(s)
 
All Other Stock Awards: Number of Shares of Stock (#)(c)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(d)
 
Exercise
or Base
Price of
Option
Awards
($/Sh)(e)
 
Closing Price on Grant Date
($/Sh)
 
Grant Date
Fair Value
of Stock and Option
Awards
($)(f)
 
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)(b)
Target
(#)(b)
Maximum (#)(b)
A. E. Festa
 
2018 AICP
 
n/a
 
609,400

1,041,900

2,437,600

 



 


 

 

 
 
 
2018 LTIP (Option)
 
2/22/2018
 



 



 

173,572

 
67.34

 
66.52

 
2,125,667

 
 
2018 LTIP (RSU)
 
2/22/2018
 



 



 
31,559


 

 

 
2,125,025

H. La Force
 
2018 AICP
 
n/a
 
298,550

597,100

1,194,200

 



 


 

 

 

 
 
2018 LTIP (Option)
 
2/22/2018
 



 



 

26,546

 
67.34

 
66.52

 
325,189

 
 
2018 LTIP (RSU)
 
2/22/2018
 



 



 
4,827


 

 

 
325,026

 
 
2018 LTIP (PBU)
 
2/22/2018
 



 
4,827

9,653

19,306

 


 

 

 
649,985

E. C. Brown
 
2018 AICP
 
n/a
 
138,250

276,500

553,000

 



 


 

 

 

 
 
2018 LTIP (Option)
 
2/22/2018
 



 



 

10,210

 
67.34

 
66.52

 
125,073

 
 
2018 LTIP (RSU)
 
2/22/2018
 



 



 
1,856


 

 

 
124,974

 
 
2018 LTIP (PBU)
 
2/22/2018
 



 
1,857

3,713

7,426

 


 

 

 
25,015

K. N. Cole
 
2018 AICP
 
n/a
 
129,500

259,000

518,000

 



 


 

 

 

 
 
2018 LTIP (Option)
 
2/22/2018
 



 



 

9,189

 
67.34

 
66.52

 
112,565

 
 
2018 LTIP (RSU)
 
2/22/2018
 



 



 
1,671


 

 

 
112,517

 
 
2018 LTIP (PBU)
 
2/22/2018
 



 
1,671

3,342

6,684

 


 

 

 
225,034

M. A. Shelnitz
 
2018 AICP
 
n/a
 
157,500

315,000

553,000

 



 


 
 
 

 
 
2018 LTIP (Option)
 
2/22/2018
 



 



 

11,231

 
67.34

 
66.52

 
137,580

 
 
2018 LTIP (RSU)
 
2/22/2018
 



 



 
2,042


 

 

 
137,498

 
 
2018 LTIP (PBU)
 
2/22/2018
 



 
2,042

4,084

8,168

 


 

 

 
274,996
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