Slide 1: Named Executive Officer Compensation Advisory Vote
WE HELP BUILD THE WORLD Camp Hill, PA ? April 12, 2011 Named Executive Officer Compensation Advisory Vote
Slide 2: Explanatory Note
Explanatory Note The following presentation was prepared for use by those employees of the Registrant authorized to communicate with the media and stockholders of the Registrant pursuant to its internal policies. The information below supplements information contained in the "Compensation Discussion
Slide 3: The Purpose of This Communication
The Purpose of This Communication Harsco Corporation would like to bring to its stockholders' attention a significant disagreement between the Company and Institutional Shareholder Services, or ISS, with respect to ISS's proxy analysis and vote recommendation dated April 5, 2011 (the "Analysis"), re
Slide 4: Pay-for-Performance: Base Salary and Annual Incentive Bonus
Pay-for-Performance: Base Salary and Annual Incentive Bonus Base Salary Our Compensation Committee has focused on pay-for-performance by delaying salary increases for top executives, including the CEO, for all of 2010 and at least the first half of 2011 until results improve Annual Incentive Program
Slide 5: Pay-for-Performance: LTIP
Pay-for-Performance: LTIP Our LTIP targets are also based on EVA, are pre-established and are the sum of annual EVA targets for the three years covered by the EVA performance cycle The three-year cycle of our standard LTIP awards closely aligns pay with performance, as calendar years with poor EVA p
Slide 6: LTIP Performance Years Versus Actual Payout
2005 Paid Jan '08 LTIP Performance Years Versus Actual Payout 2006 2007 2006 2007 2008 2007 2008 2009 2008 2009 2010 2009 2010 2011 2010 2011 2010 2011 2012 Paid Jan '09 Paid Jan '10 Paid Jan '11 To Be Paid Jan '13 To Be Paid Jan '12 To Be Paid Jan '12 Actual Payout 100% 0% 100% 0% Likely 0% To be d
Slide 7: Retention: The Special Two-Year LTIP Grant
Retention: The Special Two-Year LTIP Grant The EVA performance targets for a special 2010-2011 LTIP award were established based on advice of Stern Stewart, one of our compensation consultants The Compensation Committee and the Board granted this award due to their concerns with regard to retention
Slide 8: Other Proxy Advisory Services Recommend a "FOR" Vote on NEO Compensation
Other Proxy Advisory Services Recommend a "FOR" vote on NEO Compensation Advisory Firm Recommendation on Proposal 3 Comments Glass Lewis Yes Noted that the Company aligned executive compensation with performance during 2010 Egan-Jones Yes Notes strong alignment between our pay-for-performance cultur
Slide 9: Conclusion: The ISS Analysis of Pay-for-Performance is Flawed
Conclusion: The ISS Analysis of Pay-for-Performance is Flawed We believe the ISS Analysis is flawed because, for 2010, it attributes an estimated value to awards requiring future performance and then compares these values to a 2009 number reflecting the payout for 2006-2008 performance ISS also ques
Slide 10: Clarification: Our Compensation Committee Cannot Exercise Positive Discretion
Clarification: Our Compensation Committee Cannot Exercise Positive Discretion ISS insinuates that final LTIP payout is determined completely at the discretion of the Compensation Committee This is incorrect Payout is based on performance; however, the Compensation Committee has retained negative dis
Slide 11: We Urge You to Vote "FOR" The Advisory Vote on Named Executive Officer Compensation
We Urge You to Vote "FOR" The Advisory Vote on Named Executive Officer Compensation ISS's Analysis is Flawed: It is clear that our CEO's compensation over the past several years has been closely aligned with performance. The levels of our CEO's compensation opportunities are 33% below ISS's own esti