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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE14A
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
MYERS INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NOTICE OF 2021
ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT


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1293 South Main Street — Akron, Ohio 44301
March 26, 2021
Dear Fellow Shareholders,
It is a privilege to work on behalf of Myers Industries’ shareholders as its Chairman of the Board. I am writing to update you on our work throughout the past year.
When I wrote you last March, Mike McGaugh had just joined Myers as our new CEO. Despite the enormously difficult business and human circumstances posed by the worldwide COVID pandemic, Mike has performed admirably.
The Board is unanimously aligned with Mike’s strategic vision, which was publicly unveiled in October. Our goal is to grow Myers, both organically via commercial excellence and through M&A by pursuing bolt-on acquisitions in value-added plastics. To that end, in November, we purchased Elkhart Plastics, our first significant acquisition in some time. Thanks to Jack Welter and his team at Elkhart and the Myers integration group, we are confident this will be an accretive acquisition, representing the type of transaction we want to duplicate.
As part of our strategic vision, we have made tangible progress toward our goal of integrating the company’s various divisions into “One Myers.” This internal integration is well underway. Our divisions are coming together as one – they are thinking and acting like a single, larger, integrated company. As a result, our commercial opportunities have grown remarkably. For example, we can now bring blow molding solutions to our legacy rotational molding customers, and vice-versa. Because of our “One Myers” focus, we are now in the unique position of having technological and commercial strength in each of the major plastic molding technologies. This repositioning of Myers’ strategy has been invigorating to our customers and employees.
In addition to commercial advantages presented by One Myers, the company has also benefitted from the scale and capability of a larger firm. Our compensation system, for instance, now has just one program for short-term incentive compensation rather than sixteen (all aligned to a single metric), even as the number of participants has increased. For long-term incentive compensation, shareholder returns are being added to our program this year, which will align management with shareholders.
We welcomed Sonal Robinson to Myers as our new CFO last month. She enjoyed a long and distinguished career at The J.M. Smucker Company where she helped grow the firm’s revenue from $500 million to more than $7 billion during her 27-year tenure. Sonal has robust experience growing a company through value-creating acquisitions. We believe Sonal’s experiences and background are well suited to help drive the growth strategy put in place by the Myers leadership team.
Despite the “Zoom environment” that became commonplace for everyone for much of last year, the board was fully engaged during 2020. There were nine board meetings and a total of fourteen committee meetings.
We are also pleased to welcome highly accomplished new Directors to the boardroom. Yvette Dapremont Bright and Jeff Kramer joined our Board in February. Yvette is a current director and former Chief Operating Officer of Independence Health. Jeff is currently CEO of Schweitzer-Mauduit International. At this year’s annual meeting, Bill Sandbrook is nominated for election as a new Director. Bill is currently Chairman of US Concrete, and served as that company’s CEO until last year. We believe all three bring unique and valuable skill sets to the boardroom. Meanwhile, Jane Scaccetti has decided to pursue other professional endeavors and will not be standing for reelection. Jane did an outstanding job as our Audit Chair and we thank her for her service.
Succeeding Jane as Audit Chair will be Lori Lutey. In accordance with our age guidelines for Committee Chairs, Bruce Lisman will be stepping down as Chair of the Corporate Governance and Nominating Committee, to be replaced by the current Compensation and Management Development Committee Chair Sarah Coffin and that committee will now be Chaired by Ron DeFeo.
We thank Bruce for his efforts as Governance Chair, and fortunately will continue to benefit from his wisdom as a Director. Bruce has continued to emphasize training sessions for the board. This past year, we had an education session on plastics and met with an expert about governance matters.

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The board has proactively instituted proxy access, and at this year’s annual meeting will be asking shareholders to vote on instituting “majority voting.” We believe these measures are all “pro-shareholder,” making the board and management more accountable to shareholders.
With regard to Environmental, Social, and Governance (ESG) Matters, director Bill Foley has been asked to lead our board’s effort on oversight of this topic. Bill will be working closely with Andrean Horton, our Executive Vice President and Chief Legal Officer, and Monica Vinay, our Vice President of Investor Relations and Treasurer, in developing Myers’ ESG strategies, which is overseen by the board. We recognize the importance of sustainability, a diverse workforce, and a commitment to our communities. In October, Myers became a member of the Alliance to End Plastic Waste, a global coalition focused on the removal of plastic waste from the environment. Our proxy statement further explains our initial activities in ESG. As we continue to develop and implement a comprehensive ESG strategy, we are convinced it will enhance Myers’ value to all its constituents. In particular, we are in the process of redoubling our efforts to communicate the significantly positive story of Myers Industries. Across the Material Handling portfolio, Myers sells sustainable, durable and re-useable containers that are manufactured with recycled plastic. We believe our business has a positive impact on the environment and we are in the process of communicating this point to our stakeholder groups.
For the fifth consecutive year, we reached out to all shareholders owning more than 1% of Myers’ outstanding shares, offering to meet on governance matters. We contacted shareholders representing about seventy-five percent of total outstanding shares. We were gratified by the results of the “say on pay” vote at last year’s annual meeting, with more than 98% of the total shares voting in favor of the proposal.
During 2020, the total return (including dividends) for Myers’ stock was +29.3%, compared to +18.4% for the S&P 500. Although we are gratified by that result and remain confident about the long-term prospects for the company, as I wrote last year, we do not believe that any single year is an appropriate gauge of long-term performance.
As always, we welcome feedback from our shareholders. Shareholders may send communication by email to governance@myersind.com or by mail or courier delivery addressed as follows: Board of Directors (or Committee Chair, Board Member, or Non-Management Directors, as the case may require), c/o Chief Legal Officer and Secretary, Myers Industries, Inc. 1293 Main Street South, Akron, Ohio, 44301, as outlined more completely in our Communication Procedures for Interested Parties and Shareholders available on the Company’s website, www.myersindustries.com.
Your board remains very active and engaged, and we begin 2021 firmly committed to building long-term shareholder value at Myers. We thank you for your support of the Company and your continued confidence in our efforts on your behalf.
Sincerely,

F. JACK LIEBAU, JR.
Chairman of the Board
************

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Dear Shareholders,
The Board of Directors of Myers Industries, Inc. (“Myers Industries” or the “Company”) has fixed the close of business on March 5, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders to be held on April 29, 2021 (the “Annual Meeting”). This Proxy Statement, together with the related proxy card and our 2020 Annual Report to Shareholders, is being mailed to our shareholders on or about March 26, 2021. To be sure that your shares are properly represented at the Annual Meeting, whether or not you intend to attend the Annual Meeting via live webcast or in person, please complete and return the enclosed proxy card, or follow the instructions to vote by telephone or internet, as soon as possible.
If you have any questions or need assistance in voting your shares, please contact our Investor Relations Department at (330) 761-6212.
By Order of the Board of Directors,

Andrean R. Horton
Executive Vice President, Chief Legal Officer and Secretary
Akron, Ohio
March 26, 2021
THE 2020 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS NOTICE
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: This Proxy Statement and the Company’s 2020 Annual Report to Shareholders are available on Myers Industries’ website at: http://investor.myersindustries.com/investor-relations/financial-information/default.aspx.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date:
Thursday, April 29, 2021
Time:
9:00 a.m. (EDT)
Location:
The live webcast of the meeting will be available on the Investor Relations section of the Company’s website at www.myersindustries.com and the meeting will be held in person at: 1554 South Main Street, Akron, OH 44301 (subject to federal and state restrictions that may be imposed due to COVID-19 mitigation efforts)
Record Date:
March 5, 2021
Items of Business
1. To elect the 11 candidates nominated by the Board of Directors (“Board”) to serve for a one year term until the next annual meeting or until their successors are duly elected and qualified;
5. To vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;
2. To approve a proposal to amend Article VII of the Company’s Amended and Restated Articles of Incorporation (“Articles”) to require that directors be elected by a majority of votes cast in uncontested elections;
6. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2021; and
3. To approve a proposal to amend Article VII of the Articles to provide that all matters subject to shareholder approval may be approved by a majority of the voting power of the Company;
7. To consider such other business as may be properly brought before the meeting or any adjournments thereof.
4. To approve a proposal to adopt the Myers Industries, Inc. 2021 Long-Term Incentive Plan;
The Board recommends that you vote “FOR” each of the director nominees included in Proposal Number 1 and “FOR” each of Proposal Numbers 2 through 6. The full text of these proposals is set forth in the accompanying Proxy Statement.
How to Vote

By Telephone

By Internet

By Mail

Via Webcast or In Person
You may vote by calling
1-800-690-6903.
You may vote online at www.proxyvote.com.
You may vote by completing and returning the enclosed proxy card.
All shareholders are cordially invited to attend the Annual Meeting via live webcast or in person (if permitted under current federal or state restrictions in connection with COVID-19 mitigation efforts).

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PROXY STATEMENT SUMMARY
Below are the highlights of important information you will find in this Proxy Statement. As this is only a summary, we request you please review the full Proxy Statement before casting your vote.
General Meeting Information
2021 Annual Meeting Date and Time
Thursday, April 29, 2021

9:00 a.m. EDT
Place
In-person: 1554 South Main Street, Akron, OH 44301 (subject to federal or state restrictions that may be imposed in connection with COVID-19 mitigation efforts)

Online: The live webcast of the meeting will be available on the Investor Relations section of the Company’s website at www.myersindustries.com
Record Date
March 5, 2021
Voting
Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for the election of directors and one vote for each of the proposals to be voted on.
Voting Matters and Board Recommendations
Proposal
Voting Options
Vote Required for Approval
Effect of Abstentions
and Broker Non-Votes
Board
Recommendation
1. Election of Directors
“FOR” all nominees or “WITHHOLD” your vote for one or more of the nominees
Nominees for election as directors who receive the greatest number of votes cast by holders of common stock represented in person or by proxy will be elected.
Broker non-votes will have no effect on the voting on these matters.
FOR EACH NOMINEE
2. Amend Article VII of the Articles to provide for majority voting for directors in uncontested elections
“FOR” or “AGAINST” or “ABSTAIN” from voting
Affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company
Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
FOR
3. Amend Article VII of the Articles to provide for majority voting on all matters subject to shareholder approval
“FOR” or “AGAINST” or “ABSTAIN” from voting
Affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company
Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
FOR
4. Adopt the Myers Industries, Inc. 2021 Long-Term Incentive Plan
“FOR” or “AGAINST” or “ABSTAIN” from voting
Affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company
Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
FOR
5. Advisory Vote to Approve Executive Compensation
“FOR” or “AGAINST” or “ABSTAIN” from voting
Affirmative vote of the holders of a majority of the common stock represented in person or by proxy.
Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
FOR
6. Ratification of Appointment of Independent Registered Public Accounting Firm
“FOR” or “AGAINST” or “ABSTAIN” from voting
Affirmative vote of the holders of a majority of the common stock represented in person or by proxy.
Abstentions and broker non-votes will be counted to determine whether or not a quorum is present. Abstentions will count against this proposal.
FOR
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PROXY STATEMENT SUMMARY(CONTINUED)
Business Highlights and Achievements
Fiscal 2020 marked the beginning of a transformation for Myers Industries:
In the midst of the global pandemic, we took prompt actions to promote safety in our facilities, protect team members, and continue to produce the essential products Myers’ customers require. These actions delivered the following results:
An increase in adjusted gross margin of 500 basis points, despite significant headwinds from COVID-19, which led to a decline in total sales of approximately 1%
An increase in adjusted operating income of 9.5%
Operating cash flow of 9% of sales, same as prior year
The Company announced and is actively executing its strategy to transform into a high-growth, customer-centric innovator of engineered plastics solutions. Myers’ long-term plan is comprised of three, three-year horizons, each outlining specific actions to drive profitable revenue growth while advancing a One Myers culture and mindset. The Company is targeting $1 billion in revenue by the end of 2023 and 3x that by the end of 2029, with an adjusted EBITDA margin goal of 15% of sales.
The Company joined the Alliance to End Plastic Waste, a global nonprofit organization comprised of eighty companies across the plastics value chain who are committed to investing in solutions that help eliminate plastic waste in the environment.
Consistent with its new strategy, the Company acquired Elkhart Plastics in November of last year. As a bolt-on acquisition within the Company’s existing technology space, Elkhart strengthens our portfolio and helps us take a meaningful step toward executing our long-term vision.
The Company uses certain non-GAAP measures in this proxy statement. Adjusted gross margin, adjusted operating income, and adjusted EBITDA are non-GAAP financial measures and are intended to serve as a supplement to results provided in accordance with accounting principles generally accepted in the United States. Myers Industries believes that such information provides an additional measurement and consistent historical comparison of the Company’s performance. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is available in Appendix A to this proxy statement.
Response to COVID-19
At Myers Industries, protecting the health and safety of our team members, our families and our communities is of the upmost importance to us. We took early and aggressive action to help prevent the spread of the virus in our workplaces. At the same time, we continued to address the ongoing needs of our business so that we could continue to provide our customers with the essential products they require.
We acted quickly at the onset of the pandemic and took multiple measures to promote safety in our facilities and protect our team members, including the implementation of:
physical distancing protocols on our plant floors and office spaces;
work from home protocols;
enhanced hygiene, cleaning, and sanitizing protocols, including frequent cleaning of high touch surfaces;
providing personal protective equipment to our team members and care packages including 20,000 cloth face masks, 4,200 disinfectant wipes, 2,100 thermometers, and 300 face shields;
visitor and travel restrictions and cancellation of in-person meetings;
standard investigation, disinfection, and return-to-work protocols following positive cases;
paid time off during periods of quarantine, isolation, and illness;
paid testing for employees;
frequent communication to team members, including CEO Town Halls.
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PROXY STATEMENT SUMMARY(CONTINUED)
We continue to address the needs of the organization to ensure safety of our team members and are monitoring the progress on the distribution of the respective vaccines.
In addition to our investments in our team members’ safety, we’ve provided financial support to a hunger relief organization with a nationwide network of food banks. These donations help families within our local communities facing food insecurity and hunger in the wake of the pandemic get the food they need.
Governance Highlights
Myers Industries’ commitment to sound corporate governance practices has been illustrated through a number of positive actions taken over recent years. We firmly believe that sound corporate governance is in the best interests of our shareholders and strengthens accountability within the organization. The following is a summary of our current sound governance practices:
Annual Director Elections
Yes
Stock Ownership Guidelines
Yes
Independent Board Chair
Yes
Anti-Hedging and Anti-Pledging Policy
Yes
Nonemployee Director Independence
100%
Code of Conduct and Ethics
Yes
Committee Independence
100%
Board Member Recruiting Guidelines
Yes
Number of Financial Experts
4
Routine Executive Sessions of the Board
Yes
Board Gender Diversity
36%
Anonymous Reporting
Yes
Board and Committees Annual Self-Evaluations
Yes
Clawback Policy
Yes
Director Over-Boarding Policy
Yes
Proxy Access for Shareholder Nominations
Yes
Director Nominees
You are being asked to vote on the election of the following director candidates. The candidates listed below are the 11 nominees recommended by the Corporate Governance and Nominating Committee (the “Governance Committee”) and approved by the Board for election to serve for a one-year term. Detailed information on each director is available starting on page 10.
 
 
 
 
 
Current Committee
Memberships
Name
Age
Director
Since
Experience
Independent
Audit
Compensation
Governance
Yvette Dapremont Bright
59
2021
President, Brighter Horizon Foundation
Yes
Sarah R. Coffin
68
2010
Former CEO, Aspen Growth Strategies, LLC
Yes
Chair
Ronald M. De Feo
69
2018
Former President, Chief Executive Officer and Executive Chairman of Kennametal Inc. (NYSE: KMT) and a founding partner of Nonantum Capital Partners, LLC
Yes
William A. Foley
73
2011
Former Executive Chairman and CEO, Libbey Inc. (NYSE: LBY)
Yes
Jeffrey Kramer
61
2021
CEO, Schweitzer-Mauduit International, Inc. (NYSE: SWM)
Yes
F. Jack Liebau, Jr. Chair
57
2015
Managing Director, Beach Investment Counsel
Yes
Bruce M. Lisman
74
2015
Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM)
Yes
Chair
Lori Lutey
56
2018
Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR)
Yes
Michael McGaugh
47
2020
President and CEO, Myers Industries, Inc.
No
William Sandbrook
63
Former CEO, U.S. Concrete, Inc. (NASDAQ: USCR)
Yes
Robert A. Stefanko
78
2007
Former Chairman and EVP of Finance and Administration of A. Schulman, Inc. (former NASDAQ)
Yes
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PROXY STATEMENT SUMMARY(CONTINUED)
Board Overview
Myers Industries has an experienced and effective Board focused on shareholder value creation. The Board is proposed to be comprised of 11 members, all of whom other than Mr. McGaugh are independent. The charts below highlight the nominated Board’s composition and experience.
Composition

Qualifications

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PROXY STATEMENT SUMMARY(CONTINUED)
Shareholder Engagement
One of our key priorities is conducting robust engagement with our shareholders in order to provide transparency into our business and determine which issues are important to our shareholders. Participants in our engagement programs include executive management, members of the Board and Investor Relations personnel. Our methods of engagement include:
Earnings conference calls
Investor conferences
One-on-one investor meetings and conference calls
Off-season engagement regarding our Board, corporate governance, executive compensation, and sustainability practices
Engagement Highlights
We believe engaging in shareholder outreach is an important element of strong corporate governance. In 2020, in continuation of the Company’s shareholder outreach efforts that began in 2016, members of our Board and executive management acted on this belief and contacted the top 15 shareholders who own 1% or greater of outstanding shares and represent collectively approximately 76% of total shares outstanding. Focus areas included:
Business strategy and performance
Executive compensation
Board governance
Diversity and inclusion
Sustainability
The Company values the input received from these discussions with shareholders. Following these conversations, the Company has continued to emphasize the importance of safety in our operations and has continued its focus on enhancing sustainable business practices and incorporating environmental consciousness throughout our operations. Additionally, the Compensation and Management Development Committee of the Company (“Compensation Committee”) regularly evaluates the Company’s compensation programs and considers shareholder input as part of their evaluation.
At any time during the year shareholders may access our Annual Report, Proxy Statement, financial presentations, and corporate governance guidelines at www.myersindustries.com.
Shareholder Communications
Shareholders may contact any director, committee of the board, non-management director or the Board through the following:
via U.S. Mail at:
Myers Industries, Inc.
c/o Secretary
1293 South Main Street
Akron, Ohio 44301
via e-mail at:
governance@myersind.com
A toll-free hotline has also been established if an interested party wishes to contact a director, a committee of the Board, a non-management director or the Board by phone. The number is (877) 285-4145 and is available worldwide 24 hours a day, seven days a week.
2021 Proxy Statement | v

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PROXY STATEMENT SUMMARY(CONTINUED)
Executive Compensation Overview
Myers Industries’ executive compensation program, set forth by the Compensation Committee, is designed to implement our executive pay philosophy to:
Attract and retain talented and experienced executives and other key employees
Ensure that the actual compensation paid to our executive officers is aligned and correlated with financial performance and changes in shareholder value (“pay for performance”)
Motivate our executive officers to achieve short-term and long-term Company goals that will increase shareholder value
Reward executives whose knowledge, skills and performance are crucial to our success
Compensation Practices
WHAT WE DO
WHAT WE DON'T DO
Link Pay to Objective Financial Performance
Enter into Employment Contracts
Limited Termination/Change in Control Severance Benefits
Offer Tax Gross-Ups for Change in Control Payments
Grant Awards with Double Trigger Change in Control Provisions
Reprice Underwater Options
Impose Stock Ownership Guidelines
Allow Cash Buyouts of Underwater Options
Retain an Independent Compensation Advisor
Permit Short Sales by Directors, Officers, or Employees
Tally Sheets to Evaluate and Monitor NEO Compensation
Provide Perquisites
Maintain an Executive Compensation Clawback Policy
Allow Hedging or Pledging of Company Stock
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PROXY STATEMENT SUMMARY(CONTINUED)
Elements of Compensation for 2020
Our 2020 executive compensation program was designed to reinforce the relationship between the interests of our named executive officers (or “NEOs”) and our shareholders. The objectives and key characteristics of each element of our 2020 executive compensation plan designs are summarized below:
Type of Pay & Form
Performance
Periods
Objectives
Fixed
Base Pay (cash)
1 year
Compensation for job performance
Recognizes individual skills, competencies, and experience
Generally determined based on an individual’s time in the position, experience, performance, future potential and external market conditions, and peer benchmarking
May be influenced/changed as a result of changes in the executive’s responsibilities, an assessment of annual performance, our financial ability to pay base salaries and provide increases, and/or external market data relating to base pay practices of peers
At Risk
Annual Bonus (cash)
1 year
Variable cash compensation with 80% tied to achievement of annual corporate operational goals (currently the Company’s adjusted operating income) established by the Compensation Committee each fiscal year to align with budgeted targets.
Includes 20% qualitative element with individual performance goals to maintain personal accountability of each NEO
Aligns interests of executives with shareholders, with amount earned dependent on Company performance objectives designed to enhance shareholder value
Long-Term Incentive Awards (performance stock units and restricted stock units)
3 years
Motivates and rewards leaders for increasing shareholder value and returns while promoting our long-term interests by aiding in the retention of high-quality executives
Reflects the belief that a significant component of executive compensation should be at risk where the amount earned depends on achieving Company performance objectives (the Company’s three-year measures of EBITDA and ROIC) designed to enhance shareholder value
Helps build executive stock ownership, consistent with our stock ownership objectives
Encourages retention through multi-year vesting
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PROXY STATEMENT SUMMARY(CONTINUED)
2020 CEO and CFO Target Compensation Mix(1)(2)


(1)
“Fixed” compensation includes salary and service-based restricted stock; “variable” compensation includes annual bonuses and performance stock units; “long-term” compensation includes performance stock units and restricted stock; and “short-term” compensation includes salary and annual bonuses.
(2)
Based on target compensation established at the commencement of 2020 although our CFO’s service ended on September 18, 2020.
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MYERS INDUSTRIES, INC.

PROXY STATEMENT
3
3
3
3
3
3
3
4
4
4
5
5
5
5
5
6
6
6
6
6
6
6
7
7
8
8
9
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Corporate Governance and Compensation Practices and Policies
The Board is committed to maintaining sound corporate governance and a compensation structure that promotes the best interests of our shareholders.
Corporate Governance Guidelines
The Company has adopted “Corporate Governance Guidelines” and a “Code of Business Conduct and Ethics” for the Company’s directors, officers and employees. Each of our corporate governance policies is available on the “Corporate Governance” page accessed from the “Investor Relations” page of our website at www.myersindustries.com.
Corporate Governance and Compensation Practices
Shareholder Outreach
We consider the opinions expressed by shareholders through their votes, periodic meetings and other communications and believe that shareholder engagement leads to enhanced governance practices. In 2016, we implemented a proactive investor outreach program which includes contacting shareholders who own 1% or more of our outstanding shares. In 2020, the Company and members of the Board continued to conduct considerable shareholder outreach, through which we requested input from our 15 largest institutional investors and other shareholders collectively holding approximately 76% of our outstanding shares. Following this outreach, we received feedback and questions on additional corporate governance matters, further changes to management, and other items of shareholder interest. We value shareholder views and insights and expect to continue to dialogue with our shareholders.
Annual Elections
In accordance with best governance practices, all of our directors are elected annually.
Independent Board Chair
Since October 2009, the Company has maintained an independent Board Chair. Mr. Liebau has served as our independent Chair since the 2016 Annual Meeting of Shareholders
We believe this leadership structure enhances the alignment of the interests of the Company and our shareholders by ensuring independent Board leadership
The independent Board Chair serves as the primary liaison between our directors and management and helps to maintain open communication and discussion by the Board
Our independent Chair is a member of each of our standing committees
Duties of the Board Chair are specified in the Charter of the Chairman of the Board of Directors and include serving in a presiding capacity, coordinating the activities of the Board, and such other duties and responsibilities as the Board may determine from time-to-time. This charter is available on the “Corporate Governance” page accessed from the “Investor Relations” page on our website at www.myersindustries.com
Board and Committee Independence
Periodic Review of Director Independence: The Board reviews the independence of each director using the current standards for “independence” established by the New York Stock Exchange (“NYSE”) and other applicable regulations and considers any other material relationships a director may have with the Company as disclosed in annual director and officer questionnaires. The Company’s Corporate Governance Guidelines provide that a majority of the Board be comprised of independent directors and the charters of each of the Board’s committees require that all committee members be independent
Independence Determination: The Board has determined that all of the current members of the Board other than Mr. McGaugh, our President and CEO, are independent under these standards. The determination of whether a director is “independent” is based upon the Board’s review of the relationships between each director and the Company, if any, under the Company’s “Board of Directors Independence Criteria” policy, and the corporate governance listing standards
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of the NYSE. In connection with the Board’s determination regarding the independence of each non-management director and nominee, the Board considered any transactions, relationships and arrangements as required by our independence guidelines. In particular, the Board considered the following relationships:
Committee Independence: All members of the Company’s Audit Committee, Compensation Committee, and Governance Committee have been determined to be independent directors. In addition, the Board has determined that the members of the Audit Committee and Compensation Committee meet the additional independence criteria required for such committee membership under the applicable NYSE listing standards
Other Relationships: Except as set forth in this Proxy Statement, neither the Company nor any of the Board nominees or any of their associates have or will have any arrangements or understandings with any person with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party
Current Director Resignation Policy
Pursuant to the Company’s current director resignation policy, in an uncontested election, any incumbent director who receives a greater number of votes “Withheld” from his or her election than votes “For” his or her election (and with respect to such incumbent director’s election at least 25% of the Company’s shares outstanding and entitled to vote thereon were “Withheld” from the election of such director) shall submit an offer of resignation to the Board
The Governance Committee will then recommend to the Board whether to accept or reject any tendered resignations, and the Board will decide whether to accept or reject such tendered resignations
The Board’s decision will be publicly disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
If an incumbent director’s tendered resignation is rejected, he or she will continue to serve until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. If an incumbent director’s tendered resignation is accepted, then the Board will have the sole discretion to fill any resulting vacancy to the extent permitted by the Company’s Amended and Restated Code of Regulations (“Regulations”)
The Company is proposing, in Proposal 2, to amend Article 7 of our Articles to provide for majority voting in uncontested elections of directors; if Proposal 2 is approved the Company’s director resignation policy will no longer be necessary and will be rescinded
Proxy Access
In 2020, the Company added Section 13 to Article I of our Regulations to include proxy access provisions for certain shareholder nominations of directors. Consistent with current best practices, the provision provides proxy access for certain director nominations (i) of up to the greater of two persons or 20% of the number of directors on our current Board, (ii) by a shareholder or by a group of not more than 20 shareholders, (iii) owning at least three percent of the outstanding shares of common stock of the Company continuously for at least three years, (iv) pursuant to notice received no earlier than 120 days and no later than 90 days before the anniversary of the previous year’s Annual Meeting of Shareholders, and (v) containing information required by Section 13.
Over-Boarding Policy
The Company has adopted a policy that the maximum number of public company boards on which a non-CEO director may sit is five (including our Board) and the maximum number of public company boards on which a CEO director may sit is three (including our Board).
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Board Role in Risk Oversight
The Board annually reviews the Company’s strategic plan, which addresses, among other things, the Company’s risks and opportunities. Certain areas of oversight are delegated to the relevant Committees of the Board and the Committees regularly report back on their deliberations. This oversight is enabled by reporting processes that are designed to provide visibility to the Board about the identification, assessment, monitoring and management of enterprise-wide risks. Management annually conducts enterprise-wide risk assessments of the Company and each of its business segments and regularly updates the Board on the Company’s processes relating to ERM. The focus of management’s assessment includes a review of strategic, financial, operational, compliance, reputational and technology (IT) objectives and risks for the Company. In addition:
Audit Committee: The Audit Committee maintains primary responsibility for oversight of risks and exposures pertaining to the accounting, auditing and financial reporting processes of the Company
Compensation and Management Development Committee: The Compensation Committee maintains primary responsibility for risks and exposures associated with oversight of the administration and implementation of our compensation policies
Corporate Governance and Nominating Committee: The Governance Committee maintains primary responsibility for risks and exposures associated with corporate governance and succession planning
Each committee also considers the reputational risk implicated by the oversight responsibilities described above.
Clawback Policy
The Company maintains a “Clawback Policy” that provides for the recoupment of certain incentive compensation in the event of an accounting restatement resulting from material noncompliance (whether or not based upon misconduct) with financial reporting requirements under the federal securities laws. The Clawback Policy is administered by the Compensation Committee and applies to current and former executive officers and such other employees who may from time to time be deemed subject to the policy by the Compensation Committee.
Succession Planning
Our Board, in coordination with the Governance Committee, oversees succession planning for the CEO and other officers of the Company. As part of its succession planning oversight, the Board reviews the executive leadership team’s experience, skills, competence and potential, to help assess which executives have the ability to develop the attributes that the Board believes are necessary to lead and execute the Company's strategic vision.
Stock Ownership Guidelines
The Company maintains Stock Ownership Guidelines under which officers designated as executive officers and non-employee directors are expected to hold a specified amount of our common stock. These expectations are as follows:
CEO: 5X annual base salary
Executive Vice Presidents (CFO and CLO): 3X annual base salary
Vice Presidents (including Human Resources): 1X annual base salary
Non-Employee Directors: 5X annual cash Board retainer
The executive officers and non-employee directors have five years from the date they become subject to the guidelines to attain the ownership requirement. Our Stock Ownership Guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com.
Anti-Hedging and Pledging Policy
The Company prohibits directors, officers and employees from engaging in any hedging or pledging transactions with respect to Company shares.
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Board Member Recruiting Guidelines
The Company’s Board Member Recruiting Guidelines outline the process for nominating potential director candidates for consideration by the Governance Committee. These recruiting guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com.
Executive Sessions of the Board and Committees
The Board has a policy requiring the independent directors, both as to the Board and Committees, to meet regularly in executive session without any management personnel or employee directors present. During 2020, the Board and each Committee met regularly in executive session at each meeting of the Board, Audit Committee, Compensation Committee, and Governance Committee.
Presiding Directors
The Chair of each Committee of the Board acted as the Presiding Director for each Committee executive session.
Anonymous Reporting and Toll-Free Hotline
The Audit Committee maintains procedures, including a worldwide telephone and web-based “hotline,” which allows employees and interested parties to report any financial or other concerns anonymously. The Company maintains the hotline for receiving, retaining and addressing complaints from any interested party regarding accounting, internal accounting controls and auditing matters, and procedures for the anonymous submission of these concerns. The hotline is maintained by an independent third party and is available worldwide, 24 hours a day, seven days a week. All reports made through the hotline are directed to the Chairman of the Audit Committee and the Secretary. We do not permit any retaliation of any kind against any person who submits a complaint or concern under these procedures.
Code of Ethics
We have a “Code of Ethics and Business Conduct,” which incorporates a “Code of Ethical Conduct for the Finance Officers and Finance Department Personnel,” which embodies our commitment to ethical and legal business practices, as well as satisfying the NYSE requirements to implement and maintain such policies. The Board expects all of our officers, directors and other members of our workforce to act ethically at all times. This policy is available on the “Corporate Governance” page accessed from the “Investor Relations” page on our website at www.myersindustries.com.
Delinquent Section 16(a) Reports
The Company is aware of the following late filings of Section 16(a) reports due to internal Company administrative errors: (i) a Form 4 Statement of Changes in Beneficial Ownership by Andrean Horton reporting the vesting on October 16, 2020 of 2,037 restricted stock units, relating to an award of 6,112 restricted stock units granted on October 16, 2019 subject to vesting in equal installments on the first three anniversaries of the grant date, and (ii) a Form 4 Statement of Changes in Beneficial Ownership by Thomas Harmon reporting an award on October 26, 2020 of 6,964 restricted stock units subject to vesting in equal installments on the second and third anniversaries of the grant date. To the Company’s knowledge, its insiders otherwise complied with their Section 16(a) reporting obligations during 2020.
Annual Board and Committee Self-Assessments
The Board and each Committee of the Board conduct annual self-assessments to assist in determining whether the Board and its Committees are functioning effectively. In 2018 and 2020, the self-assessments were conducted with the assistance of outside counsel and the results were reviewed with individual directors, each Committee, and the Board. In 2019, evaluations were conducted by an independent consultant and feedback was provided to individual directors, each Committee, and the Board. The Board intends to utilize this independent consultant process every third calendar year.
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Shareholder Communication with Directors
Our Board provides the following methods for interested parties and shareholders to send communications to a director, to a Committee of the Board, to the non-management directors, or to the Board.
Interested parties may send written communications by e-mail to governance@myersind.com or by mail or courier delivery addressed as follows:
Board of Directors (or Committee Chairman, Director or Non-Management Directors, as the case may be)
c/o Secretary
Myers Industries, Inc.
1293 South Main Street
Akron, Ohio 44301
All communications directed to the “Board of Directors” or to the “Non-Management Directors” will be forwarded unopened or unread to the Chairman of the Governance Committee. The Chairman of the Committee in turn determines whether the communications should be forwarded to the appropriate members of the Board and, if so, forwards them accordingly. For communications addressed to a particular director or the Chairman of a particular Committee of the Board, however, the Secretary will forward those communications, unopened or unread, directly to the person or Committee Chairman in question.
Any interested party may also contact a director, a Committee of the Board, the non-management directors, or the Board through the Company’s toll-free hotline at (877) 285-4145 or via the internet at myersindustries.ethicspoint.com.
Corporate Responsibility
Our approach to corporate responsibility is grounded in our commitment to the environment, to protecting our employees and the communities where we operate and to good corporate governance practices which directly impact our performance and value.
In 2019, the Company instituted a Sustainability Committee to develop and oversee our long-term sustainable business practices. The team is responsible for establishing key metrics, goals and reporting standards across the Company. We made progress in 2020 in several key areas, including instituting our Supplier Code of Conduct, enhancing our chemical tracking system, establishing a Human Rights Policy, and continuously improving our employee health, safety and wellness efforts, including protecting our team during the COVID-19 pandemic.
We continue to enhance and track the sustainability benefits of our products. The plastic containers that we manufacture are reusable, and, at the end of their service life, they can be recovered, recycled, and reprocessed into new products. We are also implementing a company-wide program to track the amount of recycled and regrind raw materials used in our manufacturing process. To further demonstrate our commitment to waste reduction and recycling, we have joined the Alliance to End Plastic Waste.
In 2020, the Company announced and is actively executing its strategy to transform into a high-growth, customer-centric innovator of engineered plastics solutions, while advancing a “One Myers” culture and mindset. Our alignment as One Myers through the continued standardization of processes and procedures will create greater synergy across our businesses and unlock greater value for our employees, customers and other key stakeholders. It will also provide enhanced transparency about the ways in which the Company integrates sustainability and social responsibility into what we do.
Our goal in 2021 is to apply tools for consistent implementation, measurement, and benchmarking of our environmental and social policies, programs, and disclosures. We believe this will enable us to better demonstrate and communicate our commitment to continuous improvement in these areas.
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Environmental Responsibility
Our Products
We manufacture reusable plastic containers that are used repeatedly during the course of their service life. At the end of their service life, these highly sustainable products can be recovered, recycled, and reprocessed into new products.
 •
Our plastic bulk containers replace single-use and expendable packaging, reducing waste and improving sustainability.
 •
We focus on opportunities to utilize raw materials that are better for our environment, including recovering scrap and recycling plastics.
 •
We manufacture numerous products that require no packaging to ship and we continue to focus on ways to decrease packaging from our other products.
 •
As part of our One Myers culture and mindset, we are implementing a uniform, company-wide methodology for calculating the amount of recycled and regrind raw materials used in our manufacturing process so that we have a consistent baseline for measuring improvement.
 •
In 2020, we joined the Alliance to End Plastic Waste, a global nonprofit organization committed to investing in solutions that help eliminate plastic waste in the environment.
 •
In 2021, we plan to fully implement our online safety data sheet system for tracking of chemicals across the organization.
Energy Efficiency
We employ an asset-light business model that requires fewer pieces of energy-dependent equipment in our facilities and use equipment upgrades as an opportunity to be more energy efficient.
 •
In 2021, we have engaged an energy consultant to evaluate energy usage across our businesses. We anticipate using this information as a baseline for benchmarking and reducing energy usage.
Social Responsibility
People
We seek to provide an environment that is open, transparent, and diverse, where our employees feel valued, included, and accountable.
 •
We continuously strive to improve the factors that drive employee engagement and satisfaction within our organization, as we believe that an engaged and enthusiastic workforce is the key to achieving our strategic goals.
In 2020, for the second year in a row, we completed an engagement survey with all of our employees and conducted employee feedback sessions to better understand the results – 89% of employees participated.
In response to the 2019 employee engagement survey, we implemented an employee rewards and recognition software platform focused on improving employee connection and collaboration. In 2020, more than 33,000 recognitions were sent through the platform to show appreciation for fellow co-workers.
Safety
Our number one focus is the safety of our employees and communities.
 •
Our ultimate goal is to achieve zero workplace injuries though a continued focus on our core safety programs, which include:
Creating and Sustaining a Positive Safety Culture through top management support, which includes the Myers Environmental Health & Safety Policy and Principles as well as business-level policies; and employee engagement programs such as our Corporate Safety Committee, location-specific safety committees, and engagement survey safety questions and feedback loop.
Implementing Health and Safety Management Systems to identify and address hazards, which include cutting tool and laceration prevention, our ergonomics improvement process, training for first responders and AEDs at all major locations, incident investigation and root cause analysis, control of hazardous energy, and machine guarding, among others.
Focusing on Upstream Behaviors through the use of plant safety audits and observations, new-hire safety orientation, ongoing safety training and communication, positive feedback to encourage safe behavior, and plant safety celebrations.
 •
Our total recordable incident rate in 2020 remained well below the industry average.
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 •
In 2020, as part of our One Myers culture and mindset, we re-engaged our Corporate Safety Committee, which held five meetings, and published 16 new or updated, company-wide policies in areas such as cutting tools and laceration prevention, ergonomics, and heat stress.
 •
At the onset of the COVID-19 pandemic, we took multiple measures to promote safety in our facilities and protect our team members so that we could continue to provide our customers with the essential products they require. Those measures included:
Physical distancing protocols on our plant floors and office spaces;
Work from home protocols;
Enhanced hygiene, cleaning, and sanitizing protocols;
Providing personal protective equipment to our team members and care packages including 20,000 cloth face masks, 4,200 disinfectant wipes; and 2,100 thermometers;
Visitor and travel restrictions and cancellation of in-person meetings;
Standard investigation, disinfection, and return-to-work protocols following positive cases;
Paid time off during periods of quarantine, isolation and illness;
Paid testing for employees; and
Frequent communication to employees, including CEO town halls
Corporate Governance
We believe good corporate governance is at the heart of running a successful organization. It improves performance and promotes trust with our key stakeholders.
 •
We took a number of steps in 2020 and early 2021:
Updated policies to reflect how we conduct business:
Created a standalone Foreign Corrupt Practices Act policy, with acknowledgements signed by employees who interact with suppliers/customers;
Upgraded our hotline system to allow for web-based reporting and provided contact details to our employees in six languages;
Updated our Code of Business Conduct to cover the update to our hotline; and
Implemented a Supplier Code of Conduct and a Human Rights Policy, and posted them in the Corporate Responsibility section of our website.
Updated our Board Committee charters to reflect current responsibilities:
Updated our Compensation Committee charter to change the committee name to the Compensation and Management Development Committee, adding responsibilities to the committee to include oversight of the company’s leadership development and executive long-term and emergency succession planning and make recommendations to the Board relating to the election of company executive officers.
Refreshed our Board and updated timing around notices for shareholder proposals and proxy access:
Amended Sections 11 and 12 of Article I of the Regulations to revise the periods during which advance notice of certain shareholder proposals and certain shareholder nominations of directors must be provided in connection with annual and certain special meetings of shareholders;
Added Section 13 to Article I of the Regulations to include proxy access provisions for certain shareholder nominations of directors; and
Engaged in Board refreshment, appointing two new directors in February 2021 and nominating one additional director for election in the proxy, which also enhanced the diversity on our Board.
In 2021, we are looking to amend our Articles of Incorporation:
In our 2021 proxy, we are asking shareholders to approve a proposal to amend Article VII of the Company’s Amended and Restated Articles of Incorporation to require that directors be elected by a majority of votes cast in uncontested elections, and to approve a proposal to amend Article VII of the Articles to provide that all matters subject to shareholder approval may be approved by a majority of the voting power of the Company.
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PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Nominees
Set forth below for each nominee for election as a director is a brief statement, including the age, principal occupation and business experience for at least the past five years, and any directorships held with public companies. The members of the Governance Committee have recommended, and the independent members of the Board have nominated, the persons listed below as nominees for the Board.
Each of the below nominees has consented:
to serve as a nominee,
to being named as a nominee in this Proxy Statement, and
to serve as a director if elected.
If any nominee should become unavailable for any reason, it is intended that votes will be cast for a substitute nominee designated by the Board. There is no reason to believe that the nominees named will be unable to serve if elected. Proxies cannot be voted for a greater number of nominees than named in this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES
Name
Age
Director Since
Independent
Occupation
Yvette Dapremont Bright
59
2021
Yes
President, Brighter Horizon Foundation
Sarah R. Coffin
68
2010
Yes
Former CEO of Aspen Growth Strategies, LLC
Ronald M. De Feo
69
2018
Yes
Former President, CEO and Executive Chairman of Kennametal Inc. (NYSE: KMT); founding partner of Nonantum Capital Partners, LLC
William A. Foley
73
2011
Yes
Former Executive Chairman and CEO, Libbey Inc. (NYSE: LBY)
Jeffrey Kramer
61
2021
Yes
CEO, Schweitzer-Mauduit International, Inc. (NYSE: SWM)
F. Jack Liebau, Jr.
57
2015
Yes
Managing Director, Beach Investment Counsel
Bruce M. Lisman
74
2015
Yes
Former Chairman of Global Equity Division, JP Morgan Chase & Co.
Lori Lutey
56
2018
Yes
Former EVP and CFO of Schneider National (NYSE: SNDR)
Michael McGaugh
47
2020
No
President and CEO of Myers Industries, Inc.
William Sandbrook
63
Yes
Former CEO and Chairman, U.S. Concrete, Inc. (NASDAQ: USCR)
Robert A. Stefanko
78
2007
Yes
Former Chairman and EVP of Finance/Administration of A. Schulman, Inc.
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NOMINEE INFORMATION
YVETTE DAPREMONT BRIGHT
Age: 59
Director since: 2021
Business Experience:
President, Brighter Horizon Foundation
Former Executive Vice President and Chief Operating Officer of Independence Blue Cross, health insurer serving Philadelphia, Pennsylvania region; former Chief Transformation Officer; former Chief Administrative Officer
Current and Former Directorships:
Director of CSAA Insurance Group, a AAA insurer offering automobile, homeowners and other personal lines of insurance to AAA Members through AAA clubs in 23 states and the District of Columbia
Director of Reveleer, a software platform company for health plans and providers
Director of Independence Health Group, a diversified health care company offering a wide range of commercial, Medicare and Medicaid medical coverage, third-party benefits administration, and pharmacy benefits management
Advisory director of Clarify Health Solutions, Inc., a provider of health care software solutions
Director of National Life Group, a financial services company
Former director and Chair of AmeriHealth Insurance Company of New Jersey
Former director of AmeriHealth Caritas, a Medicaid managed care organization
Skills and Expertise:
Substantial senior management experience overseeing customer service, processing services, operations shared services, business process reengineering and business technology services
Leadership of enterprise wide operating platform and cultural transformation
Human resources, strategy development, innovation, operational planning, new business development, and portfolio management for strategic initiatives
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SARAH R. COFFIN
Age: 68
Director since: 2010

Committees:
Compensation (Chair)
Audit
Business Experience:
Former Chief Executive Officer of Aspen Growth Strategies, LLC, an investment company
Former Executive Vice President, Hexion and Senior Vice President, Noveon, Inc. (now Lubrizol), specialty chemical and polymer producers in the industrial market space
Current and Former Directorships:
Director of FLEXcon, a privately held manufacturer of pressure-sensitive films and adhesives
Former director and Chair of the Compensation Committee of SPX Corporation (NYSE: SPXC) (now SPX Corporation and SPX Flow), a global industrial equipment and manufacturing company
Former director of Huttenes-Albertus International, an international manufacturer of chemical products for the foundry industry
Skills and Expertise:
Former division and global leader in multiple companies with extensive merger and acquisition responsibility
Substantial senior executive experience in marketing, distribution and operations
Background in the polymer and specialty chemicals industries
Broad experience in governance, audit, compensation and leadership with public, private and non-profit boards
RONALD M. DE FEO
Age: 69
Director since: 2018

Committees:
Compensation
Governance
Business Experience:
Founding partner of Nonantum Capital Partners, LLC, a private equity firm
Former President, Chief Executive Officer, and Executive Chairman of Kennametal Inc. (NYSE: KMT), a supplier of tooling and industrial materials
Former Chief Executive Officer of Terex Corporation (NYSE: TEX), manufacturer of lifting and material handling solutions for a variety of industries
Various marketing and leadership positions at Case Corporation, Tenneco Inc. (NYSE: TEN), and Procter & Gamble (NYSE: PG)
Current and Former Directorships:
Trustee for Iona College
Former Executive Chairman and Director of Kennametal Inc.
Former Chairman of Terex Corporation
Skills and Expertise:
Over 20 years of senior management and industrial experience
Extensive experience with public and private company boards, corporate governance, mergers and acquisitions, brand and marketing
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WILLIAM A. FOLEY
Age: 73
Director since: 2011

Committees:
Compensation
Governance
Business Experience:
Former Executive Chairman and Chief Executive Officer of Libbey Inc. (NYSE: LBY), a producer of consumer and industrial glassware
Former Chairman and Chief Executive Officer of Blonder Home Accents, a distributor of wallcoverings and home accents
Former Chairman and Chief Executive Officer of Thinkwell Incorporated
Former President of Arhaus Inc., a private brand name furniture company
Former Chairman, President and Chief Executive Officer of Lesco Incorporated, a manufacturer, distributor and retailer of professional lawn care and golf course management products
Current and Former Directorships:
Former director of Libbey, Inc.
Skills and Expertise:
Provides wide-ranging acquisition, joint venture, business and market development experience
Extensive experience in broad scale plastics manufacturing, as well as consumer and distribution businesses
Experience with best practices on public company boards, particularly in governance, compensation and leadership
JEFFREY KRAMER
Age: 61
Director since: 2021
Principal Occupation: Chief Executive Officer, Schweitzer-Mauduit International, Inc. (NYSE: SWM), global manufacturer of high performance films, nettings and papers for filtration, transportation, medical, construction/infrastructure and tobacco markets
Business Experience:
Former CEO of JAM Distributing, a market leading distributor of high performance lubricants and fuels
Long multinational career at Air Products, a leading global producer of Industrial gases, including roles as Chief Technology Officer, Vice President of Global Packaged Gases, Vice President of Corporate Development and Vice President Chemicals Asia
Current and Former Directorships:
Executive Member, Board of Directors of SWM International
Former Executive Member, Board of Directors JAM Distributing
Member of Princeton University Chemical Engineering Advisory Council
Former director, Sayre Child Care, a nonprofit child care organization
Skills and Expertise:
Strategic view – deep expertise and experience in defining strategic direction and the steps necessary to execute strategies globally or regionally
Experienced in mergers/acquisitions and corporate transformations, executed and successfully integrated multiple acquisitions around the world and redirected and improved businesses for both private and public companies
Deep understanding of the roles of R&D and Innovation Technology in business development and corporate success, both from technology and commercial leadership roles
Global supply chain experience having directly led multiple global manufacturing and distribution businesses
Strong focus on people development, role of culture/inclusion in company success and the importance of strong communication
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F. JACK LIEBAU, JR.
Age: 57
Director since: 2015

Board Chair

Committees:
Audit
Compensation
Governance
Principal Occupation: Managing Director, Beach Investment Counsel
Business Experience:
Former President and Chief Executive Officer of Roundwood Asset Management, a subsidiary managing public equities for Alleghany Corporation’s insurance companies
Former President and Founder, Liebau Asset Management Company, which managed money for individuals, foundations, and corporations
Former Partner and Portfolio Manager for Davis Funds and Primecap Management Company, investment management firms
Current and Former Directorships:
Non-Executive Chairman of the Board and Member of Special Investigations Limited Company, a private, Virginia-based professional services company and government contractor in the information technology, cybersecurity, investigations, and intelligence sectors
Former director of The Pep Boys, a nationwide auto parts retailer
Former director of Herley Industries, Inc., a defense technology company
Former director of Media General, Inc., then an owner of newspapers and television stations
Former Vice President of Andover Alumni Council
Current director and CFO of the Edwin Gregson Foundation
Former director of Kidspace Children’s Museum
Skills and Expertise:
Vast financial, strategic, executive and investment experience working with companies in a wide range of industries
Experience in corporate governance and in serving on both corporate and non-profit boards
Experience working effectively with management teams, analyzing strategic options, and communicating with various constituencies
Extensive financial experience, including qualification under SEC rules as an Audit Committee Financial Expert
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BRUCE M. LISMAN
Age: 74
Director since: 2015

Committees:
Compensation
Governance (Chair)
Business Experience:
Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM), a global financial services firm and banking institution
Former Co-Head of the Global Institutional Equity Division, Bear Stearns Companies, Inc.
Current and Former Directorships:
Director of Associated Capital Group (NYSE: AC), a diversified global financial services company
Director of Circor International, Inc. (NYSE: CIR), a global manufacturer of flow and motion control products
Director of National Life Group, a mutual life insurance company
Former director and Chairman of PC Construction, an engineering and construction company
Former director of The Pep Boys, a nationwide auto parts retailer
Former member of various boards including an electric utility, an electric transmission entity, a regional banking company, a regional broadcasting company, a financial technology company, and a university
Skills and Expertise:
Experience as a chair, vice chair, and committee chair/member in a broad range of businesses and civic organizations
Extensive executive and investment experience
LORI LUTEY
Age: 56
Director since: 2018

Committees:
Audit
Governance
Business Experience:
Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR)
Former Vice President of Finance of FedEx Services
Former Vice President and Chief Financial Officer of FedEx Trade Networks
Former Vice President of Finance and Administration of FedEx Supply Chain Services
Current and Former Directorships:
Director of One Equity Partners Open Water I Corp. (Nasdaq: OEPWU), a blank check company formed to effect a merger or similar business combination
Director of PS Logistics, a private flatbed transportation solutions provider
Director of Tailwind Smith Cooper Holdings, a private manufacturer/distributor
Former director, Inner Explorer, a non-profit organization whose mission is to provide mindfulness to PreK-12 classrooms
Skills and Expertise:
Extensive experience with strategic and financial management and leadership of overall company performance
Extensive financial and accounting experience, including qualification under SEC rules as an Audit Committee Financial Expert
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MICHAEL MCGAUGH
Age: 47
Director since: 2020

Committees:
None
Principal Occupation: President, Chief Executive Officer, and Director of Myers Industries, Inc.
Business Experience:
Former Executive Vice President and Chief Operating Officer of BMC Stock Holdings, Inc. (NASDAQ:BMCH), a leading building products manufacturer and distributor focused on growth and innovation
Former Global Director and Global General Manager for The Dow Chemical Company (NYSE:DOW), a global leader in science and technology in the areas of plastics, polymers, and chemicals
Former Global Director, Growth and Innovation portfolio and Global Director, Strategic Marketing, for Dow
Former Vice President and General Manager of Dow Building Solutions, a business unit within Dow that manufactures and sells plastics and polymer based building products such as STYROFOAMTM insulation
Former business leader of multiple plastics and polymer business units at Dow
Skills and Expertise:
Substantial experience leading large public companies and their divisions
Broad background in the plastics and polymers industries
Extensive merger, acquisition, and integration experience, having led the Integration Management Office for the merger between Dow/E.I. DuPont de Nemours and several other merger, acquisition, and divestiture transactions
Significant experience in Growth and Innovation, having headed this business unit within Dow as well as having led Strategic Marketing for Dow
Extensive experience in Corporate Strategy and Governance, having held executive roles accountable for these functions at BMC Stock Holdings and Dow
Deep commercial expertise, having led Sales, Marketing, and Purchasing functions for numerous business units and industry segments
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WILLIAM SANDBROOK
Age: 63
Business Experience:
Former Chief Executive Officer and Chairman of U.S. Concrete, Inc. (NASDAQ: USCR), a North America producer of concrete and aggregates; former Vice Chairman; former President
Former President and Chief Executive Officer CRH/Oldcastle Products and Distribution, a North and South American building products producer and distributor
Former President and Chief Executive Officer of CRH/Oldcastle Architectural Products Group, a producer of concrete products, packaged soils and mulches and clay brick
Former President and CEO of CRH/Oldcastle Materials West Division 2003-2006, a civil construction and heavy materials producer
Former President and CEO of Tilcon New York, a regional market leader in asphalt paving and aggregate producer
Current and Former Directorships:
Director of U.S. Concrete, Inc. (NASDAQ: USCR)
Director of Comfort Systems, USA (NYSE: FIX), a leading building and service provider for mechanical, electrical and plumbing systems
Skills and Expertise:
Extensive leadership experience in sourcing, closing and integrating acquisitions
Accomplished in talent development and senior leadership mentoring
Extensive experience strategic planning, organizational development and ERP systems implementation and integration
Accomplished in corporate public messaging, shareholder outreach and stakeholder engagement
Experienced in integrating decentralized and disparate businesses to develop shared vision and commonality of purpose
ROBERT A. STEFANKO
Age: 78
Director since: 2007

Committees:
Audit
Compensation
Business Experience:
Former Chairman of the Board and EVP of Finance & Administration of A. Schulman, Inc. (NASDAQ until August 21, 2018), an international supplier of plastic compounds and resins
Current and Former Directorships:
Former director of OMNOVA Solutions, Inc. (NYSE), an innovator of emulsion polymers, specialty chemicals and decorative and functional surfaces
Former director of The Davey Tree Expert Company, a tree, shrub and lawn care company
Former director of Akron General Hospital
Skills and Expertise:
Extensive involvement in public company matters, including international, compensation, audit, financial, legal, and various other matters
Extensive financial and accounting experience, including qualification under SEC rules as an Audit Committee Financial Expert
Experience as a director of other public company boards
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Each of the foregoing nominees is recommended by the Governance Committee. The Governance Committee believes that each of the nominees possesses certain key attributes that are believed to be important for an effective Board.
During 2020, Mr. Foley served as Executive Chairman and a director of Libbey, Inc. (“Libbey”). Mr. Foley formerly served as Libbey’s Chief Executive Officer until March 31, 2019. Libbey’s business was and remains highly reliant on the foodservice industry. The COVID-19 pandemic caused Libbey to experience immediate and drastic reductions in revenue which, as a “non-essential” business, resulted in shut downs of all six of Libbey’s global manufacturing facilities. On June 1, 2020, Libbey and its direct and indirect domestic subsidiaries commenced voluntary cases under Chapter 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware, which were jointly administered under the caption In re: Libbey Glass Inc., et al., Case No. 20-11439 (LSS). Libbey filed a proposed First Amended Joint Plan of Reorganization (“Plan”) which was confirmed by the Bankruptcy Court on October 20, 2020. On November 5, 2020, pursuant to the Plan, Libbey (i) assigned the majority of its assets to a subsidiary which assumed all of Libbey’s obligations and liabilities in connection therewith; and (ii) contributed 100% of the equity in the subsidiary to Libbey Holdings Inc., an entity newly formed by Libbey, in exchange for 100 shares of common stock of Libbey Holdings. The Plan became effective on November 13, 2020 and Libbey and the other debtors emerged from the Chapter 11 cases. As a result of the Plan becoming effective, all of the outstanding shares of common stock of Libbey and all other equity rights in the Company were cancelled. Libbey’s common stock may continue to be quoted on the OTC Pink marketplace, but under the terms of the Plan, the common stock has no underlying asset value, and Libbey filed a Form 15 with the SEC deregistering the company’s common stock on November 16, 2020.
There are, and during the past ten years there have been, no other legal proceedings material to an evaluation of the ability of any director, nominee, or executive officer of the Company to act in such capacity or concerning his or her integrity. There are no family relationships among any of the directors, director nominees and executive officers.
The Board and Myers express our deep appreciation for the service and guidance provided by Jane Scaccetti during her service as a director since 2016 until the 2021 Annual Meeting of Shareholders.
The Board of Directors recommends that you vote “FOR” each of the director nominees listed above.
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Nominating Process
The Governance Committee reviews and evaluates individuals for nomination to stand for election as a director who are recommended to the Committee: in writing by any of our shareholders or by our current or past directors, executive officers, or identified by professional search firms retained by the Governance Committee.
Recruiting Guidelines and Director Qualifications
The Company’s Board Member Recruiting Guidelines outline the process for the Governance Committee to recruit and evaluate potential director candidates. These guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com. In considering these potential candidates for nomination to stand for election, the Governance Committee will consider:
The current composition of the Board and how well it functions as a group
The talents, personalities, and strengths of current directors
The value of contributions made by individual directors
The need for a person with specific skills, experiences or background relevant to the Company’s strategy to be added to the Board
Any anticipated vacancies due to retirement or other reasons
Other factors that may enter into the nomination decision
The Governance Committee endeavors to select nominees that contribute unique skills and professional experiences in order to advance the performance of the Board and establish a well-rounded Board with diverse views that reflect the interests of our shareholders. The Governance Committee considers diversity as one of a number of factors in identifying nominees for directors; however, there is no formal policy in this regard. The Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity such as race and gender.
When considering an individual candidate’s suitability for the Board, the Governance Committee will evaluate each individual on a case-by-case basis. The Governance Committee does not prescribe minimum qualifications or standards for directors, however, the Committee looks for directors who have personal characteristics, educational backgrounds and relevant experience that would be expected to help further the goals of the Company. In addition, the Governance Committee will review the extent of the candidate’s demonstrated excellence and success in his or her chosen business, profession, or other career and the skills and talents that the candidate would be expected to add to the Board. The Governance Committee may choose, in individual cases, to conduct interviews with the candidate and/or contact references, business associates, other members of boards on which the candidate serves or other appropriate persons to obtain additional information. The Governance Committee will make its determinations on whether to nominate an individual candidate based on the Board’s then-current needs, the merits of that candidate and the qualifications of other available candidates.
Shareholder Recommendation Policy
The Governance Committee will consider individuals for nomination to stand for election as a director who are recommended to it in writing by any of our shareholders that strictly follow the below procedures. Shareholders making recommendations for directors must:
Certify that the person making the recommendation is a shareholder of the Company (including the number of shares held as of the date of the recommendation)
Provide the full name and address of the proposed nominee as well as a biographical history setting forth past and present directorships, employment, occupations and civic activities for at least the past five years
Provide a signed written statement from the proposed nominee consenting to be named as a candidate and, if nominated and elected, consenting to serve as a director
Submit a signed written statement that the shareholder making the recommendation and the proposed nominee will make available to the Governance Committee all information reasonably requested in furtherance of the Committee’s evaluation
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Provide a letter of recommendation to the following address: Corporate Governance and Nominating Committee, c/o Secretary, Myers Industries, Inc., 1293 South Main Street, Akron, Ohio 44301
Submit all required information before the close of business on or before November 15th of the year prior to our next Annual Meeting of shareholders
Shareholder Nomination Policy
In accordance with our Amended and Restated Code of Regulations, a shareholder may directly nominate a candidate for election as a director of the Company only if written notice of such intention is received by the Secretary not less than 90 days nor more than 120 days prior to the one year anniversary date of the immediately preceding Annual Meeting of shareholders. In the event that the Annual Meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a shareholder, in order to be timely, must be received no later than the close of business on the tenth day following the day on which notice of the date of the Annual Meeting was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs. A shareholder wishing to directly nominate an individual to serve as a director must follow the procedure outlined in Article I, Section 12 of our Amended and Restated Code of Regulations, titled “Advance Notice of Director Nomination” and then send a signed letter of nomination to the following address: Corporate Governance and Nominating Committee, c/o Secretary, Myers Industries, Inc., 1293 South Main Street, Akron, Ohio 44301. Our Amended and Restated Code of Regulations is available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at: www.myersindustries.com.
Shareholder Proxy Access
In accordance with our Amended and Restated Code of Regulations, a shareholder may also request that the Company include in its proxy statement in which it solicits proxies with respect to the election of directors at an Annual Meeting of shareholders, any person nominated for election (a “Shareholder Nominee”) to the Board by a shareholder or by a group of not more than 20 Shareholders that (i) satisfies the requirements of Section 13 of our Regulations (such individual shareholder or shareholder group, including each member thereof, to the extent the context requires, an “Eligible Shareholder”), and (ii) expressly requests in the notice required by such Section 13 to have the Shareholder Nominee included in the Company’s proxy materials pursuant to such Section 13. The information that the Company will include in its proxy statement is the information provided by the Eligible Shareholder to the secretary of the Company concerning the Shareholder Nominee and the Eligible Shareholder that is required to be disclosed in the Company’s proxy statement by the regulations promulgated under the Exchange Act, and if the Eligible Shareholder so elects, a written statement, not to exceed 500 words, in support of the Shareholder Nominee’s candidacy (the “Statement”). The Company may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation. The Company will not be required pursuant to Section 13 to include any information regarding a Shareholder Nominee in its proxy materials for any meeting of Shareholders for which any person is engaging in a solicitation within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at such meeting other than Shareholder Nominees or nominees of the Board.
The Company will be required to include information regarding a Shareholder Nominee in its proxy materials with respect to an Annual Meeting only if the notice of the nomination relating to the Shareholder Nominee is delivered to, or mailed to and received by, the secretary of the Company no earlier than 120 days and no later than 90 days before the anniversary of the date of the previous year’s Annual Meeting of Shareholders; provided, however, that if the Company did not hold an Annual Meeting during the previous year, or if the date of the Annual Meeting has changed by more than 30 calendar days from the previous year’s date, or if the registrant is holding a Special Meeting of shareholders or conducting an election of directors by written consent in lieu of an Annual Meeting, then the Eligible Shareholder must deliver the notice a reasonable time before the Company issues its proxy materials, as specified by the Company in a Current Report on Form 8-K filed pursuant to Item 5.08.
The maximum number of Shareholder Nominees nominated by all Eligible Shareholders that the Company shall be required to include in its proxy materials with respect to an Annual Meeting generally shall not exceed the greater of (i) two, or (ii) 20% of the total number of members of the Company’s Board rounded to the closest whole number below 20%.
Board Committees and Meetings
There were a total of nine regularly scheduled and special meetings of the Board in 2020. During 2020, all directors attended at least 75% of the aggregate total number of the meetings of the Board and committees on which they served. Due to the impacts of the COVID-19 pandemic and the “Stay at Home” order then in effect in the State of Ohio, all of our then directors
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and then nominees attended our 2020 Annual Meeting virtually via the internet. Although we do not have a formal policy requiring directors to attend the Annual Meeting, our directors are encouraged to attend, and to do so in person when permissible.
Board Committees
The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance Committee. Set forth below are the committee memberships as of the date of this proxy statement.
Director
Audit
Committee
Compensation
Committee
Governance
Committee
Sarah R. Coffin
X
Chair
Ronald M. De Feo
X
X
William A. Foley
X
X
F. Jack Liebau, Jr.
X
X
X
Bruce M. Lisman
X
Chair
Lori Lutey
X
X
Jane Scaccetti
Chair
X
Robert A. Stefanko
X
X
In addition to the standing Audit, Compensation, and Governance Committees, from time to time the Board has established, and may establish in the future, special committees to address particular matters. The Board established a special ad hoc committee to assist in the search for the Company’s chief executive officer during 2020, comprised of Ms. Coffin, Mr. DeFeo, Mr. Liebau, Mr. Lisman, and Ms. Lutey. The search committee convened frequent meetings during the search process, but forewent any fees for their additional committee service.
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Audit Committee
5 Meetings Held in 2020
The Audit Committee assists our Board in the oversight and integrity of our financial statements, ensures our structure meets legal and regulatory requirements, and oversees our internal auditing functions, controls, and procedures. The Board has determined that based on their extensive financial background and expertise, F. Jack Liebau, Jr., Lori Lutey, Jane Scaccetti and Robert A. Stefanko met the criteria of a “financial expert” under SEC rules. None of our Audit Committee members serve on more than two other public company audit committees.
Audit Committee Functions:
Engage the independent registered public accounting firm and responsible for the appointment, compensation and oversight of external auditor
Approve all audit and accounting engagements of the independent registered accounting (audit and non-audit)
Review the results of the audit and interim reviews
Evaluate the independence of the independent registered public accounting firm
Review the financial results of the Company with the independent registered public accounting firm prior to their public release and filling of reports with the SEC
Direct and supervise special investigations
Oversee accounting, internal accounting controls, auditing matters, reporting hotline and corporate compliance programs
See the Audit Committee Report on page 64 for further information regarding the Audit Committee’s activities.
Compensation and Management Development Committee
6 Meetings Held in 2020
The Compensation Committee administers our executive incentive compensation programs and determines, either as a committee or together with the other independent board members, annual base salaries and incentive compensation awards for our executive officers. As described further in the Compensation Discussion & Analysis portion of this Proxy Statement, the Compensation Committee amended it charter in 2020 to include oversight of executive management development and succession planning as part of its responsibilities.
Compensation Committee Functions:
Review and approve compensation of executive officers of the Company
Review and approve the CEO’s compensation-related corporate goals
Evaluate the CEO’s performance
Establish and administer the Company’s policies, programs and procedures for compensating its executive officers and directors
Review and approve equity award grants
Review, assess and monitor the Company’s Stock Ownership Guidelines
Oversee regulatory compliance with respect to compensation matters
Oversee shareholder communications regarding executive compensation matters
Retain outside consultants regarding executive compensation and other matters
Oversee the leadership development programs and executive long-term and emergency succession planning
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Corporate Governance and Nominating Committee
3 Meetings Held in 2020
The Governance Committee assists the Board in developing and implementing corporate governance guidelines, identifying potential director candidates, determining the size and composition of our Board and its committees, and evaluating the overall effectiveness of our Board.
Committee Functions:
Evaluate new director candidates and incumbent directors
Recommend nominees to serve on the Board as well as members of the Board’s committees to the independent directors of the Board
Recommend and monitor participation in continuing education programs by the directors
Oversee succession planning of executive officers and directors
Identify and evaluate CEO candidates
Committee Charters and Policies
The Board has adopted written charters for each of the Audit Committee, the Compensation Committee, and the Governance Committee. Each committee reviews and evaluates the adequacy of its charter at least annually and recommends any proposed changes to the Board for approval. Each of the written charters and policies of the Committees are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at: www.myersindustries.com.
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Director Compensation
The Company has structured its non-employee director compensation to attract and retain highly qualified directors and to compensate directors for their service, while also aligning the interests of the directors to the long-term interests of the Company’s shareholders.
In addition to the compensation provided to our non-employee directors, which is described below, our Amended and Restated Code of Regulations provides that we will indemnify, to the fullest extent then permitted by law, any of our directors or former directors who was or is a party or is threatened to be made a party to any matter, whether civil or criminal, by reason of the fact that the individual is or was a director of the Company, or serving at our request as a director of another entity. We have entered into indemnity agreements with each of our directors contractually obligating us to provide such protection. We also currently have in effect director and officer insurance coverage.
2020 Non-Employee Director Compensation
The Company’s non-employee director compensation program maintained in 2020 reflected the recommendations of the Compensation Committee’s compensation consultant based on the consultant’s assessment of market competitiveness. The analysis included pay levels and prevalent practices for retainers, fees, equity-based compensation, and stock ownership guidelines, and affirmed that the Company’s non-employee director compensation program is structured in a manner consistent with good governance, continues to be aligned with best practices, and meets the needs of the Board.
For 2020, there was no change in the level of non-employee director compensation. Each non-employee director continued to receive the same annual cash retainer of $55,000 and an equity-based award under our 2017 Incentive Stock Plan of Myers Industries, Inc., as Amended and Restated (the “2017 Plan”) with a target value of $75,000 at the grant date. Directors who are employees of the Company do not receive either annual retainer or any other compensation related to their director services. The cash retainers are paid quarterly in arrears and the equity based award is granted for directors’ upcoming year of service subject to vesting at the following year’s Annual Meeting of Shareholders. Directors may elect to receive an equivalent number of stock units rather than shares of common stock upon vesting, with payment to be made with respect to such stock units when such director ceases to be a member of the Board. For non-employee directors who join the Board between annual meeting dates, the annual cash retainer is prorated for the portion of the term that such director serves. Although the Board has approved ad-hoc committee fees, no additional fees were paid to the members of the search committee designated as a special committee in 2020.
The cash portions of the retainers established for 2020 for our non-employee directors’ annual, committee member, and committee chair service is set forth below.
Compensation Type
2020 Director Compensation
Annual Cash Retainer
$55,000
Annual Equity Based Award
$75,000
Supplemental Annual Cash Retainer
Committee Members
$10,000
Chair of Audit Committee
$20,000
Chair of Compensation Committee
$20,000
Chair of Governance & Nominating Committee
$16,000
Board Chair(1)
$90,000
Ad-Hoc Committee Members
$10,000
Ad-Hoc Committee Chairman
$15,000
(1)
Board Chair is not eligible to receive additional Committee membership fees.
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The following table shows the compensation paid to our non-employee directors for their service during 2020.
NON-EMPLOYEE DIRECTOR COMPENSATION FOR CALENDAR YEAR 2020
Name
Fees Earned
or Paid
in Cash
($)
Stock
Awards
($)(1)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Sarah R. Coffin
$85,000
74,997
$159,997
Ronald M. De Feo
$75,000
74,997
$149,997
William A. Foley
$75,000
74,997
$149,997
F. Jack Liebau, Jr.
$145,000
74,997
$219,997
Bruce M. Lisman
$81,000
74,997
$155,997
Lori Lutey
$75,000
74,997
$149,997
Jane Scaccetti
$81,667
74,997
$156,664
Robert A. Stefanko
$78,333
74,997
$153,330
(1)
Except as otherwise noted, Stock Award amounts do not reflect compensation actually received by the directors. For non-employee directors who served on the Board in 2020, the amounts shown reflect the grant date fair market value of 5,850 restricted stock units awarded to the non-employee directors on April 29, 2020 with respect to their service commencing on that date until the 2021 Annual Meeting of Shareholders, at which time their awards will vest unless the director elects to receive stock units and defer receipt of common stock until he or she ceases to be a member of the Board for any reason whatsoever, at which time the Company shall make a payment to the director of one share for every stock unit then held as payment with respect to each such stock unit. The supplemental fees for service as Chair of the Audit Committee were pro-rated between Ms. Scaccetti and Mr. Stefanko based on their period of service during 2020.
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PROPOSAL NO. 2 – AMENDMENT TO ADOPT MAJORITY VOTING STANDARD FOR THE ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS
Overview
In Proposal 2, we are asking shareholders to approve an amendment to Article 7 of our Articles to eliminate plurality voting standards in uncontested elections of directors. Under the current “plurality voting” standard, the nominees who receive the greatest number of affirmative votes are elected to the Board. However, as described under Corporate Governance and Compensation Practices – Director Resignation Policy, the Company has adopted a director resignation policy under which, in an uncontested election, any incumbent director who receives a greater number of votes “Withheld” from his or her election than votes “For” his or her election (and with respect to such incumbent director’s election at least 25% of the Company’s shares outstanding and entitled to vote thereon were “Withheld” from the election of such director) must submit an offer of resignation to the Board. The proposed amendment, described in more detail below, will replace the plurality voting standards in our Articles with majority voting for uncontested elections of directors. If this proposal is approved, the Board will subsequently amend Article 2, Section 3 of our Amended and Restated Code of Regulations (the “Regulations”) to incorporate the majority voting standard for the election of directors in uncontested elections, and will rescind the Director Resignation Policy.
If approved, this proposal will add Article 7, Section B to our Articles to establish majority voting for uncontested elections of directors beginning with the 2022 Annual Meeting. As a result, all director nominees in uncontested elections would be required to receive a number of “FOR” votes representing at least a majority of votes cast in person or by proxy, by the holders of shares entitled to vote at a meeting at which a quorum is present. Abstentions and broker non-votes will have no effect in determining whether the required affirmative majority vote has been obtained. A nominee in an uncontested election who does not receive a majority vote shall not be elected. An incumbent director not elected because he or she does not receive a majority vote shall continue to serve as a holdover director until the earliest of (x) 90 days after the date on which an inspector determines the voting results as to that director; (y) the date on which the Board appoints an individual to fill the office held by such director, which appointment shall constitute the filling of a vacancy by the Board pursuant to Article II, Section 4, or (z) the date of the director’s resignation.
If the proposal is not approved by our shareholders, such amendment will not be implemented, our plurality voting standard for uncontested elections will continue in place, Article 7 of our Articles will continue in its current form, and the Company’s Director Resignation Policy will remain in place.
In contested elections, the directors shall continue to be elected by the vote of a plurality of the votes cast. A contested election is one in which (i) a shareholder has complied with the requirements of Article I, Section 12 regarding one or more nominees, or an Eligible Shareholder has complied with the requirements of Article I, Section 13 regarding one or more nominees, and (ii) prior to the date that notice of the meeting is given, the Board has not made a determination that none of the candidacies of the shareholder or Eligible Shareholder’s nominees creates a bona fide election contest.
Our Board has observed current corporate governance trends and analyzed the benefits to our company and its shareholders of adopting majority voting standards for the uncontested election of directors. Our Board recognizes that many public companies have amended their governing documents to provide for a majority voting standard rather than our current plurality standard. Our Board believes that requiring directors to be elected by a majority of votes cast works to ensure that only director nominees broadly accepted among our voting shareholders will be elected and also bolsters the accountability of each elected director to our shareholders. Accordingly, after careful consideration, our Board has determined that it would be in the best interests of our shareholders to amend our Articles and Regulations to adopt a majority voting standard for uncontested elections of directors.
Text of Proposed Amendment
The following is the text of Article 7, Section B, proposed to be added to the Articles:
“A nominee for a director shall be elected to the Board by the vote of the majority of the votes cast. A majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director. The following shall not be counted as votes cast: (a) a share whose ballot is marked as withheld; (b) a share otherwise present at the meeting but for which there is an abstention; and (c) a share otherwise present at the
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meeting for which a shareholder gives no authority or direction. A nominee who does not receive a majority of votes cast shall not be elected. Notwithstanding the foregoing, if the Board determines that the number of nominees exceeds the number of directors to be elected, then in that election the nominees receiving the greatest number of votes shall be elected.”
Required Vote
Under our Articles, approval of Proposal 2 requires the affirmative vote of two thirds of the shareholders represented in person or by proxy at the Annual Meeting. Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
The Board of Directors unanimously recommends that you vote “FOR” Proposal 2 to adopt majority
voting for the election of directors in uncontested elections.
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PROPOSAL NO. 3 – AMENDMENT TO ADOPT MAJORITY VOTING STANDARD FOR ALL MATTERS REQUIRING SHAREHOLDER APPROVAL
Overview
In Proposal 3, we are asking shareholders to approve an amendment to Article 7 of our Articles to eliminate certain voting standards that require a two-thirds majority vote of our shareholders for approval on certain matters (commonly referred to as a “supermajority voting standard”). The proposed amendment will replace the current voting standard in our Articles and would require the affirmative vote of a majority of the voting power of the Company for all matters requiring shareholder approval.
If approved, this proposal will amend Article 7 of our Articles to establish a majority voting standard for the shareholder vote, consent, waiver or release on all matters requiring shareholder approval, notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the shareholders entitling them to exercise two-thirds or any other portion (but less than all) of the voting power of the corporation or of any class or classes of shares thereof. Currently, Article 7 of our Articles requires a two-thirds majority vote on all matters subject to the supermajority voting standard under the Ohio Revised Code other than any proposal to effect a merger, consolidation, combination, or majority share acquisition, as such terms are defined under the Ohio Revised Code, which may be approved by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company. The adoption of a majority voting standard would be consistent with the Ohio Revised Code.
If the proposal is not approved by our shareholders, such amendment will not be implemented, our supermajority voting standard will continue in place for matters other than a merger, consolidation, combination, or majority share acquisition, and Article 7 of our Articles will continue in its current form.
Our Board has considered the trends among other publicly traded companies, best practices in corporate governance, and the benefits to our company and its shareholders of adopting a majority voting standard for all matters requiring shareholder approval. Accordingly, after careful consideration, our Board has decided to recommend this proposal for approval by our shareholders.
Text of Proposed Amendment
The following is the text of Article 7, Section A, proposed to be amended in the Articles:
“Notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the holders of shares entitling them to exercise two-thirds or any other proportion (but less than all) of the voting power of the corporation or of any class or classes of shares thereof, for such purpose the vote, consent, waiver or release of the holders of shares entitling them to exercise a majority of the voting power of the corporation or of such class or classes shall be required.”
Required Vote
Under our Articles, approval of Proposal 3 requires the affirmative vote of two thirds of the shareholders represented in person or by proxy at the Annual Meeting. Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
The Board unanimously recommends a vote “FOR” Proposal 3 to provide for majority voting on all
matters subject to shareholder approval.
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PROPOSAL NO. 4 – ADOPT THE MYERS INDUSTRIES, INC. 2021 LONG-TERM INCENTIVE PLAN
On March 4, 2021, our Board unanimously adopted, subject to approval by our shareholders, the Myers Industries, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”). In this Proposal 4, we are asking our shareholders to approve the Plan, as proposed, including approval of a reserve of 2,800,000 additional shares of common stock available for the grant of awards under the Plan.
The Company currently maintains two stock incentive plans – the 2017 Incentive Stock Plan of Myers Industries, Inc., as Amended and Restated (the “2017 Plan”) and the Myers Industries, Inc. Employee Stock Purchase Plan (the “Employee Stock Plan”).
As of February 26, 2021, shares which may be delivered under the 2017 Plan and the Employee Stock Plan are shown below:
Use of Shares Which May Be Delivered Under
All Current Equity Compensation Plans
Number of Shares as of
February 26, 2021
2017 Plan
​677,957
Employee Stock Plan
244,234
Purpose
The purpose of the 2021 Plan is to encourage officers, directors and other key employees of, and consultants to, the Company and its Subsidiaries to acquire or increase their ownership of common stock of the Company on reasonable terms. Grants made under the 2021 Plan are part of the total compensation package for such persons and the opportunity so provided is intended to (1) foster in participants a strong incentive to put forth maximum effort for the long-term success and growth of the Company and its Subsidiaries, (2) encourage long-term strategic decision making on the part of Participants, (3) aid in retaining individuals who put forth such efforts and strategic decision making, and (4) assist in attracting the best available individuals to the Company and its Subsidiaries in the future, in each case, for the benefit of the Company’s shareholders. The 2021 Plan serves these purposes by making equity-based awards available for grant to non-associate directors in the form of:
nonqualified stock options to purchase shares of common stock (“NQSOs”);
stock appreciation rights (“SARs”);
restricted shares of common stock (“Restricted Stock”);
restricted stock units (“RSUs”); and
deferred stock awards,
together with related rights and interests therein.
Corporate Governance Practices
The 2021 Plan includes a number of provisions that we believe reflect best practices and protect the interests of our shareholders. These provisions include:
No Discounted NQSOs or SARs
NQSOs and SARs may not be granted with an exercise price less than the fair market value of our common stock on the date of grant. On March 5, 2021, the closing price per share of our common stock on the NYSE was $22.22.
No Repricing Without Shareholder Approval
At any time when the exercise price of a NQSO or an SAR is above the market price of our common stock, we cannot, without shareholder approval, “reprice” such NQSO or SAR by reducing the exercise price or exchanging such NQSO or SAR for cash or other awards (including a new NQSO or SAR) at a reduced exercise price.
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Minimum Vesting Requirements
All Restricted Stock and RSUs must meet minimum vesting requirements. Restricted Stock or RSUs that are performance based shall be subject to a performance period of not less than one year and Restricted Stock or RSUs that are not performance-based shall vest over a period of not less than three years from the grant date, provided that vesting may occur in pro rata installments over the three-year period with the first installment vesting no sooner than the first anniversary of the grant date. Non-employee director awards may vest no sooner than the date of the next regularly scheduled annual meeting of shareholders held after the grant date. In each case, however, vesting may occur earlier in the event of a participant’s death, total disability or retirement, or termination of a participant’s service in connection with a change of control of the Company.
No Annual “Evergreen” Provision
The 2021 Plan provides a specific maximum share limitation and does not provide for an annual, automatic increase in the number of shares of common stock available for future awards.
Annual Limit on Awards to Participants
Subject to the approval of this proposal, participants under the 2021 Plan are subject to an annual limitation on the value of awards that may be granted to them.
Summary of the 2021 Plan, as Proposed
The material features of the 2021 Plan, as it is proposed, are summarized below. This summary is qualified in its entirety by reference to the complete text of the 2021 Plan, as it is proposed, which is attached to this Proxy Statement as Appendix A.
Administration
The Compensation Committee will administer the 2021 Plan. The full Board may also participate in the administration of the 2021 Plan except to the extent limited under Section 303A.05 of the NYSE Listed Company Manual. References in this Proposal 4 to the Compensation Committee also include the Board, where appropriate.
In its capacity as plan administrator, the Compensation Committee will determine which participants will be granted awards, the type of each award granted and the terms and conditions of each award. The Compensation Committee will also have full power and authority to: (1) establish, amend and rescind rules and regulations relating to the 2021 Plan; (2) interpret the 2021 Plan and all related award agreements; and (3) make any other determinations that the Compensation Committee deems necessary or desirable for the administration of the 2021 Plan. Any action taken by the Compensation Committee will be final, binding and conclusive on all persons interested in the 2021 Plan.
With respect to each award granted under the 2021 Plan, we will enter into a written or electronic award agreement with the participant which describes the terms and conditions of the award, including: (1) the type of award and when and how it may be exercised or earned; (2) any exercise price associated with the award; (3) how the award will or may be settled; (4) consideration for an award, if any required by the Committee, except as limited by the Plan; and (5) any other applicable terms and conditions affecting the award.
Available Shares of Common Stock
Subject to the adjustments discussed below, the aggregate number of shares of common stock available for the grant of awards under the 2021 Plan will be 2,800,000. Any Shares that are not subject to an award under the 2017 Plan as of the effective date of the 2021 Plan will no longer be eligible to be issued. Shares of common stock issued under the 2021 Plan may consist of: (1) treasury shares; (2) authorized but unissued shares of common stock not reserved for any other purpose; or (3) shares of common stock purchased by us in the open market for such purpose.
The Compensation Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting and make adjustments as described below. Except as described below, to the extent that an award granted under the 2021 Plan expires or is forfeited, cancelled, surrendered or otherwise terminated without issuance of shares to a participant, settled only in cash, or settled by the issuance of fewer shares than the number underlying the award, the shares retained by or tendered to the Company will be available under the 2021 Plan. Shares that are withheld from an award of Restricted Stock or RSUs granted under the 2021 Plan to cover withholding tax obligations related to that award or shares that are separately tendered by a participant (either by delivery or attestation) in payment of such taxes will be deemed to constitute shares not delivered to the participant and will be available for future grants under the 2021 Plan. Shares that are
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withheld, or that are tendered by a participant (either by delivery or attestation) in connection with, an award of NQSOs or SARs granted under the 2021 Plan to cover withholding tax obligations related to that award or the exercise price of that award, will be deemed to constitute shares delivered to the participant and will not be available for future grants under the 2021 Plan. For purposes of clarity, upon the exercise of an NQSO or SAR, the gross number of shares exercised, and not solely the net number of shares delivered upon such exercise, shall be treated as issued pursuant to the 2021 Plan and the shares subject to the exercised NQSO or SAR that are not issued or delivered upon such exercise will not be available for future grants under the 2021 Plan. Additionally, in the case of any award granted through the assumption of, or in substitution for, an outstanding award granted by a company or business acquired by the Company or a subsidiary or affiliate of the Company or with which the Company or a subsidiary or affiliate of the Company merges, consolidates or enters into a similar corporate transaction, shares issued or issuable in connection with such substitute award will not be counted against the number of shares reserved under the 2021 Plan.
During any calendar year during any part of which the 2021 Plan is in effect, awards to non-associate directors, the non-associate director occupying the role of Non-Executive Chairman of the Board (if any) and the non-associate director occupying the role of Executive Chairman of the Board (if any) will be subject to the following limits:
For non-associate directors: awards with an aggregate fair market value on the date of grant of no more than $300,000;
For the non-associate director occupying the role of Non-Executive Chairman of the Board (if any): additional awards with an aggregate fair market value on the date of grant of no more than $500,000; and
For the non-associate director occupying the role of Executive Chairman of the Board (if any): additional awards with an aggregate fair market value on the date of grant of no more than $2,500,000.
In each case, the limits will not include any deferred stock awards granted in lieu of other forms of compensation.
The minimum vesting and minimum exercisability conditions described below with respect to each type of award need not apply with respect to up to an aggregate of 5% of the shares authorized under the 2021 Plan, which may be granted (or re-granted upon forfeiture) in any form permitted under the 2021 Plan without regard to such minimum vesting or minimum exercisability requirements.
In the event of any common stock dividend, common stock split, recapitalization, merger, reorganization, consolidation, combination, spin-off, special and non-recurring distribution of assets to shareholders, exchange of shares of common stock or any other corporate transaction or event affecting the common stock, the Compensation Committee will make such substitutions and adjustments as the Compensation Committee deems equitable and appropriate to: (1) the number of shares of common stock that may be issued under the 2021 Plan; (2) any common stock-based limits imposed under the 2021 Plan; and (3) the exercise price, number of shares of common stock and other terms or limitations applicable to outstanding awards.
In addition, the Compensation Committee will be authorized to make adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or non-recurring events or in response to changes in applicable laws, regulations or accounting principles.
Eligibility
The Compensation Committee may select any of our employees, non-employee directors, or key consultants and those of our subsidiaries or affiliates to receive awards under the 2021 Plan. As of the record date, there were 2,074 eligible participants including 2,063 employees, 10 non-employee directors, and one consultant. In calendar year 2020, 42 employees, eight non-employee directors, and one consultant participated in our 2017 Plan.
Types of Awards
NQSOs. The Compen