Slide 1: Advisory Vote on Named Executive Officer Compensation
Advisory Vote on Named Executive Officer Compensation Camp Hill, Pennsylvania = April 11, 2012
Slide 2: Explanatory Note
Explanatory Note The following presentation was prepared by Harsco Corporation (the “Company”) on behalf of its Board of Directors (the “Board”) for use by those employees of the Company t 1 to with the media and stockholders of the Company pursuant to its internal policies. The directors may have a
Slide 3: The Purpose of This Communication
The Purpose of This Communication Harsco Corporation would like to bring to its attention Company and Glass Lewis & Co., or Glass Lewis, with respect to Glass Lewis’s proxy analysis and vote recommendation dated April 2, 2012 (the “Analysis”), regarding proposals to be voted on at the Company’s 2012
Slide 4: Other Proxy Advisory Services
Other Proxy Advisory Services Recommend a “FOR” vote on NEO Compensation Advisory Firm |Recommendation | Comments on Proposal 3 Iss Yes Noted that overall, ISS's quantitative and qualitative analysis indicates reasonable alignment of CEO pay and company performance at this time. Egan-Jones Yes Belie
Slide 5: Harsco Pay and Performance are Aligned
Harsco Pay and Performance are Aligned = We disagree that there is a disconnect between pay and performance: a Glass Lewis determines executive pay based on grant date fair values of equity awards, when in connection with pay-f those awards shoul valued at varying levels based on the actual level of
Slide 6: Executive Pay is Commensurate with Performance
Executive Pay is Commensurate with Performance “ARS¢O. = The Company’s executive pay was commensurate with performance: a The Company's TSR for the 2008 — 2010 and 2009 — 2011 periods was well below the median of our peer group*; HOWEVER a The realizable pay positioning of the Company's then-CEO for
Slide 7: Annual Incentive Program (AIP)
= Annual Incentive Program (“AIP”): a The Company’s AIP is pased on aggressive | Economic Value Added, or EVA, targets established with input b' ity prevents the Company from setting “softball” targets that are too easy to achieve; a Achievement of less than 100% of the pre-established EVA target in
Slide 8: Alignment of 2011 Long-Term Incentive Pay and Performance
Alignment of 2011 Long-Term Incentive Pay and Performance Actual Payout Paid [2005] 2006 2007 Jan ‘08 100% Paid 2006 | 2007 | 2008 | Fad 100% 2007 | 2008 | 2009 | Payable 0% Jan ‘10 2008 | 2009 | 2010 | Payable 0% Jan ‘11 2009 | 2010 | 2011 | Payable 0% Jan ‘12 = As operational performance has lagge
Slide 9: Guaranteed Bonus Amount Less Than Earned Performance-Based Bonus Amount
Guaranteed Bonus Amount Less Than Earned Performance-Based Bonus Amount = Although a portion of Mr. Harrington’s bonus for 2011 was guaranteed, we disagree with Glass Lewis that this was a “major disservice” to shareholders: a Ashort period in which bonuses are guaranteed is common when talented exe
Slide 10: 2011 One-Time Option Grants
2011 One-Time Option Grants The Committee chose to make time-based stock option grants to a limited group of executives in 2011 for incentive and retention purposes, not to replace prior unearned awards: a The Committee felt it was critical to have management focus on driving stock price appreciatio
Slide 11: We Urge You to Vote FOR The Advisory Vote to Approve Named Executive Officer Compensation
We Urge You to Vote “FOR” The Advisory Vote to Approve Named Executive Officer Compensation and “FOR” The El = Glass Lewis’s Analysis is inaccurate: it is clear that our former CEO’s compensation over the past several years has been closely aligned with performance = OurCc ion C i is actively involv