o | Preliminary Proxy Statement |
o | Cofidential, for Use of the Commission Only (as permitted by Rule
14a-6(5)(2))
|
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. | |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: |
1. |
Election of the nine nominees named in the Proxy Statement to the Board of Directors to serve until the 2012 annual meeting of stockholders;
|
|
2.
|
Advisory vote on the compensation of the Company’s named executive officers;
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3. |
Advisory vote on how often the Company will conduct a stockholder advisory vote on the compensation of the Company’s named executive officers;
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4.
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Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2011; and
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5. | Action upon such other matters, if any, as may properly come before the meeting. |
ABOUT THE ANNUAL MEETING AND VOTING |
1
|
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
|
7
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Nominees for Election to Our Board |
7
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CORPORATE GOVERNANCE
|
11
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MEETINGS AND COMMITTEES OF THE BOARD |
15
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COMPENSATION COMMITTEE REPORT |
18
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COMPENSATION DISCUSSION AND ANALYSIS |
18
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ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION |
30
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Summary Compensation Table
|
30
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2010 Grants of Plan-Based Awards Table
|
32
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Outstanding Equity Awards at 2010 Fiscal Year-End Table |
34
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2010 Option Exercises and Stock Vested Table |
36
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2010 Non-Qualified Deferred Compensation Table |
36
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Potential Payments Upon Termination of Employment or Change in Control Table |
37
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PROPOSAL NO. 2 STOCKHOLDER ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS | 39 | |
PROPOSAL NO. 3 STOCKHOLDER ADVISORY VOTE ON THE FREQUENCY OF THE STOCKHOLDER ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
|
40 | |
EQUITY COMPENSATION PLAN INFORMATION TABLE |
41
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NON-MANAGEMENT DIRECTOR COMPENSATION
|
41
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INFORMATION CONCERNING OUR EXECUTIVE OFFICERS
|
43
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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45
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STOCK OWNERSHIP GUIDELINES FOR DIRECTORS AND EXECUTIVE OFFICERS
|
48
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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48
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PROPOSAL NO. 4 RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011
|
49
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2010 and 2009 Audit Fees
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49
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AUDIT COMMITTEE REPORT
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50
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OTHER MATTERS
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51
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1.
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The election of the following nine nominees to the Board of Directors to serve until the 2012 annual meeting of stockholders:
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· John F. Bergstrom
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· William S. Oglesby
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· John C. Brouillard
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· J. Paul Raines
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· Fiona P. Dias
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· Gilbert T. Ray
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· Frances X. Frei
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· Carlos A. Saladrigas
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· Darren R. Jackson
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2.
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Advisory vote on the compensation of the Company’s named executive officers;
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3.
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Advisory vote on how often the Company will conduct a stockholder advisory vote on the compensation of the Company’s named executive officers; and
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4.
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Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for 2011.
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1.
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FOR each of the nine director nominees to the Board (“Proposal No. 1”);
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2.
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FOR the approval of the compensation of the Company’s named executive officers (“Proposal No. 2”);
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3.
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FOR the approval of an annual stockholder advisory vote on the approval of the compensation of the Company’s named executive officers (“Proposal No. 3”); and
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4.
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FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm for 2011 (“Proposal No. 4”).
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The Board does not intend to present any other matters at the Annual Meeting. We do not know of any other matters that will be brought before the stockholders for a vote at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, your signed proxy card gives authority to Sarah E. Powell and Michael A. Norona as proxies, with full power of substitution (“Proxies”), to vote on such matters in their discretion in accordance with their best judgment.
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·
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By Internet at www.proxyvote.com;
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·
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By toll-free telephone at 1-800-690-6903;
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·
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By completing and mailing your proxy card; or
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·
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By written ballot at the Annual Meeting.
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·
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Entering a new vote by Internet or telephone;
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·
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Returning a later-dated proxy card;
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·
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Sending written notice of revocation to Sarah E. Powell, Senior Vice President, General Counsel and Corporate Secretary, at the Company’s address of record, which is 5008 Airport Road, Roanoke, VA 24012; or
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·
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Completing a written ballot at the Annual Meeting.
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Name
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Age
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Position
|
|||
John F. Bergstrom (2)(3)
|
64
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Director
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|||
John C. Brouillard(1)(4)
|
62
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Chair
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|||
Fiona P. Dias(2)
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45
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Director
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|||
Frances X. Frei(4)
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47
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Director
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|||
Darren R. Jackson
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46
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Director and Chief Executive Officer
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|||
William S. Oglesby(3)
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51
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Director
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|||
J. Paul Raines(3)
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46
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Director
|
|||
Gilbert T. Ray(1)(4)
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66
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Director
|
|||
Carlos A. Saladrigas(1)(3)
|
62
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Director
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(1)
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Member of Audit Committee
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(2)
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Member of Compensation Committee
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(3)
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Member of Finance Committee
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(4)
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Member of Nominating and Corporate Governance Committee
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Mr. Bergstrom, Director, became a member of our Board in May 2008. Mr. Bergstrom is the Chairman and Chief Executive Officer of Bergstrom Corporation, which is one of the top 50 automobile dealership groups in America. Mr. Bergstrom has served in his current role at Bergstrom Corporation for the past five years. Mr. Bergstrom has served as a director of Associated Banc-Corp, a diversified bank holding company, since December 2010; Kimberly-Clark Corporation, a global health and hygiene company, since 1987; Wisconsin Energy Corporation, a diversified energy company, since 1987; and Midwest Airlines, a passenger airline company, from 1993 to July 2009.
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Bergstrom Corporation has been cited as the number one quality automotive dealer in the country and highlighted for its focus on outstanding customer service. With over 35 years of experience in automotive sales, service and parts management in an organization representing all major automotive manufacturers that distribute cars in the United States, Mr. Bergstrom brings a unique and valuable point of view to our Board. In addition, as a result of his service as a director of several other public companies, including membership on the compensation committee of Wisconsin Energy, he is in a position to share with the Board his experience with governance issues facing public companies.
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Mr. Brouillard, Chair, became a member of our Board in May 2004 and was appointed Lead Director on February 14, 2007. Mr. Brouillard served as the interim Chair, President and Chief Executive Officer of the Company from May 2007 until January 2008, when he became the non-executive Chair of the Board. Mr. Brouillard retired as Chief Administrative and Financial Officer of H.E. Butt Grocery Company, a regional food retailer, in June 2005, a position that he had held since February 1991. From 1977 to 1991, Mr. Brouillard held various positions with Hills Department Stores, a discount department store company, including serving as President of that company. Mr. Brouillard also served as a director of Eddie Bauer Holdings, Inc., a multi-channel retailer, from June 2005 to May 2009.
Mr. Brouillard’s background as a chief administrative and financial officer with a grocery retail company recognized for outstanding customer service provides him with strong insights into the types of management and financial issues that face companies in the retail sector. After having served on our Board for over six years, including two years as the independent Board Chair and eight months as the interim Chief Executive Officer of the Company, Mr. Brouillard is uniquely situated to understand the inner workings of Advance’s Board and management processes. His considerable experience in finance and accounting matters are particularly valuable to the deliberations of the Audit Committee, and his past service on the board of another public company has strengthened his understanding of the governance concerns facing public companies.
|
Ms. Dias, Director, became a member of our Board in September 2009. Ms. Dias is currently Executive Vice President, Strategy & Marketing, of GSI Commerce, Inc., a provider of e-commerce and interactive marketing services, and has held this position since February 2007. Previously Ms. Dias served as Executive Vice President and Chief Marketing Officer at Circuit City Stores, Inc., a specialty retailer of consumer electronics, from May 2005 to August 2006 and held Senior Vice President positions at Circuit City from November 2000 to April 2005. Prior to 2000, Ms. Dias held senior marketing positions with PepsiCo, Inc., Pennzoil-Quaker State Company and The Procter & Gamble Company. Ms. Dias has served as a director of Choice Hotels, Inc., a hotel franchisor, since 2004; and as a director of Lifetime Brands, Inc., a designer, developer and marketer of nationally branded consumer products, from November 2006 to September 2007.
Ms. Dias possesses extensive experience in marketing and managing consumer and retail brands. Her experience with developing, implementing and assessing marketing plans and initiatives allows the Board to benefit from her marketing expertise. In addition, Ms. Dias’ e-commerce and digital marketing experience with a broad spectrum of brands aligns well with the Board’s review and assessment of the Company’s multi-channel strategies. Her position as a director of other public companies, including membership on the compensation committee of Choice Hotels, also enables her to share with the Board her experience with governance issues facing public companies.
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Professor Frei, Director, became a member of our Board in December 2009. She is currently UPS Foundation Professor of Service Management in Harvard Business School’s Technology and Operations Management Department, and has held this position since July 2009. Professor Frei is also the Co-Founder of Concire Leadership Institute, LLC, a provider of customized learning and advisory services to help individuals and organizations achieve exceptional performance. In August 2010, Professor Frei was appointed Chair of Harvard Business School’s MBA Required Curriculum. Previously, she served at the Harvard Business School as Associate Professor from July 2003 to July 2009 and as Assistant Professor from July 1998 to July 2003.
As a result of her education and experience in the area of organizational excellence, Professor Frei provides valuable insights on the strategic direction of the Company. As Harvard Business School’s resident expert on service management, Professor Frei has focused her scholarship and teaching on helping leaders to compete on the basis of excellence. Her ideas have shaped the strategies and operations of the world’s most competitive companies. She is a leading authority on designing, leading and scaling exceptional service firms. Professor Frei’s study of the world’s best service companies is reported in her article entitled “The Four Things a Service Business Must Get Right,” which was published in the April 2008 edition of the Harvard Business Review. Her work on leadership, “Stop Holding Yourself Back,” was published in the January 2011 edition of the Harvard Business Review.
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Mr. Jackson, Director and Chief Executive Officer, became a member of our Board in July 2004. Mr. Jackson became the President and Chief Executive Officer on January 7, 2008, and has served as Chief Executive Officer since January 27, 2009. Prior to joining us, Mr. Jackson served in various executive positions with Best Buy Co., Inc., a specialty retailer of consumer electronics, office products, appliances and software, ultimately serving from July 2007 to December 2007 as Executive Vice President of Customer Operating Groups. He joined Best Buy in 2000 and was appointed as its Executive Vice President-Finance and Chief Financial Officer in February of 2001. Prior to 2000, he served as Vice President and Chief Financial Officer of Nordstrom, Inc., Full-line Stores, a fashion specialty retailer, and held various senior positions including Chief Financial Officer of Carson Pirie Scott & Company, a regional department store company. He began his career at KPMG. Mr. Jackson serves as Chairman of the Board of Trustees at Marquette University.
Mr. Jackson has served as a member of our Board for over six years and as the Company’s Chief Executive Officer for over three years. Mr. Jackson’s experience in financial management with several large retail companies and his experience in guiding the Company through its strategic turnaround provide him with unique insights into the challenges and opportunities of overseeing the operations and management of the Company.
|
|
Mr. Oglesby, Director, became a member of our Board in December 2004. Mr. Oglesby is currently Senior Managing Director for The Blackstone Group, L.P., a global investment and advisory firm, and has held this position since April 2004. Mr. Oglesby has over 25 years of investment experience as a result of holding managing director positions with Credit Suisse First Boston; Donaldson Lufkin & Jenrette; and Kidder, Peabody & Co.
Mr. Oglesby has served on our Board for over six years. With his broad experience in the investment banking business, Mr. Oglesby is uniquely equipped to provide the Board with insights into capitalization strategies, capital markets mechanics and strategic expansion opportunities.
|
|
Mr. Raines, Director, became a member of our Board in February 2010. Mr. Raines is currently the Chief Executive Officer for GameStop Corporation, a video game and entertainment software retailer, and has held that position since June 2010. From September 2008 to June 2010 he served as Chief Operation Officer of GameStop. In his current role, Mr. Raines is responsible for all store operations, merchandising, marketing, supply chain and real estate activities for GameStop in the United States and Canada. Previously, Mr. Raines served as the Executive Vice President – U.S. Stores of The Home Depot, Inc., a home improvement specialty retailer, from April 2007 to August 2008. Prior to that time, he served in various management roles with The Home Depot, Inc., including as President – Southern Division from February 2005 to April 2007; as Vice President – Florida from April 2003 through January 2005; as Vice President – Store Operations from January 2002 through April 2003; and as Director of Labor Management from January 2000 through January 2002.
Mr. Raines brings to the Board extensive experience in the strategic, operational and merchandising aspects of retail businesses. He also has broad international experience in Latin America, Europe and Asia. The Board draws on Mr. Raines’ insights gained from his experience and expertise in the areas of retail strategy, store operations, customer service, merchandising, manufacturing, marketing, loss prevention, real estate, supply chain and global sourcing.
|
|
Mr. Ray, Director, became a member of our Board in December 2002. Mr. Ray was a partner of the law firm of O’Melveny & Myers LLP until his retirement in February 2000. Mr. Ray has been a member of the boards of Towers Watson & Co., formerly Wyatt Worldwide, Inc., a professional services company, since 2000; Dine Equity, Inc., the restaurant holding company of Applebee’s and IHOP, since 2004; and Diamond Rock Hospitality Company, a lodging-focused real estate company, since 2004. Mr. Ray is also a trustee of SunAmerica Series Trust and Season Series Trust, providers of variable annuity funds, and The John Randolph Haynes and Dora Haynes Foundation, a provider of private grant funding for scholarly work in public policy and social science research.
Mr. Ray has served on our Board for over eight years and provides institutional knowledge and continuity to our Board. His experience as an attorney allows Mr. Ray to provide guidance to the Company on legal and fiduciary matters. He has extensive experience with conventional corporate and tax-exempt transactions, as well as international finance. In addition, Mr. Ray’s service as a director on the boards of other public companies provides the Company with valuable insights on corporate governance issues that face the Board and the Company.
|
|
Mr. Saladrigas, Director, became a member of our Board in May 2003. Mr. Saladrigas has been the Chairman and Chief Executive Officer of Regis HR Group, a Professional Employee Organization, since July 2009. Mr. Saladrigas served as Chairman of the Premier American Bank in Miami, Florida from September 2001 until June 2007. Mr. Saladrigas served as the Vice Chairman of Premier American Bank until his resignation in July 2008. A receiver was appointed for Premier American Bank in January 2010. From November 1984 to May 2002, he was the Chief Executive Officer of ADP TotalSource (previously The Vincam Group, Inc.), a human resources outsourcing company that provides human resource functions to small and mid-sized businesses. Mr. Saladrigas has served as a director of Progress Energy, Inc., an energy utility company, since 2001; Carolina Power & Light Company, an energy utility company, since 2001; and Florida Progress Corporation, a diversified holding company whose primary businesses are fuel supply and power, since 2001. He has also served as a member of the Latino/Hispanic Advisory Board for PepsiCo.
Mr. Saladrigas has served on our Board for over seven years. He provides stability and continuity to the Board as well as valuable leadership related to his experience in financial management and as a human resources professional. He has been designated by the Board as an Audit Committee financial expert consistent with SEC regulations. Mr. Saladrigas provides the Board with relevant insights into the Latino/Hispanic segment of the Company’s customer baseues that face the Board and the Company.
|
·
|
the structure of our Board, including, among other things, the size, mix of independent and non-independent members, membership criteria, term of service, compensation and assessment of performance of our Board;
|
·
|
Board procedural matters, including, among other things, selection of the chair of the Board, Board meetings, Board communications, retention of counsel and advisors and our expectations regarding the performance of our directors;
|
·
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committee matters, including, among other things, the types of committees, charters of committees, independence of committee members, chairs of committees, service of committee members, committee agendas and committee minutes and reports;
|
·
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chief executive officer evaluation, management development and succession planning;
|
·
|
codes of conduct; and
|
·
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other matters, including charitable contributions, use of the corporate airplane, auditor services, Board access to management and interaction with third parties, directors and officers insurance and the indemnification/limitation of liability of directors, our policy prohibiting Company loans to our executive officers and directors, and confidential stockholder voting.
|
Name of Committee and Members
|
Primary Responsibilities
|
Audit
Carlos A. Saladrigas (Chair)
John C. Brouillard
Gilbert T. Ray
|
● monitors the integrity of our financial statements, reporting processes, internal controls, risk management and legal and regulatory compliance;
● selects, determines the compensation of, evaluates and, when appropriate, replaces our independent registered public accounting firm;
● pre-approves all audit and permitted non-audit services to be performed by our independent registered public accounting firm;
● monitors the qualifications, independence and performance of our independent registered public accounting firm;
● monitors and reviews applicable enterprise risks identified as part of our enterprise risk management program; and
● oversees our internal audit function.
|
Compensation
Francesca M. Spinelli (Chair)
John F. Bergstrom
Fiona P. Dias
|
● reviews and approves our executive compensation philosophy;
● annually reviews and approves corporate goals and objectives relevant to the compensation of the CEO and evaluates the CEO and evaluates the CEO's performance in light of these goals;
● determines the compensation of our executive officers and approves compensation for key members of management;
● oversees our incentive and equity-based compensation plans;
● oversees development and implementation of executive succession plans, including identifying the CEO's successor and reporting annually to the Board;
● reviews and approves our peer companies and data sources for purposes of evaluating our compensation competitiveness and establishing the appropriate competitive positioning of the levels and mix of compensation elements; and
● reviews applicable enterprise risks identified as part of our enterprise risk management program as they relate to our compensation programs and practices.
|
Name of Committee and Members
|
Primary Responsibilities
|
Finance
William S. Oglesby (Chair)
John F. Bergstrom
J. Paul Raines
Carlos A. Saladrigas
|
● reviews and makes recommendations to the Board regarding our financial policies, including investment guidelines, deployment of capital and short-term and long-term financing;
● reviews credit metrics, including debt ratios, debt levels and leverage ratios;
● reviews all aspects of financial planning, cash uses and our expansion program;
● reviews and recommends the annual financial plan to the Board; and
● keeps apprised of applicable enterprise risks as part of the Company's enterprise risk management program as they relate to financial matters.
|
Nominating and Corporate
Governance
Gilber T. Ray (Chair)
John C. Brouillard
Frances X. Frei
Francesca M. Spinelli
|
● assists the Board in identifying, evaluating and recommending candidates for election to the Board;
● establishes procedures and provides oversight for evaluating the Board and management;
● develops, recommends and reassesses our corporate governance guidelines;
● evaluates the size, structure and composition of the Board and its committees; and
● keeps apprised of applicable enterprise risks as part of the Company's enterprise risk management program as they relate to corporate governance matters.
|
·
|
Comparable total revenue grew 9.5 percent compared to 7.1 percent total revenue growth in Fiscal 2009.
|
·
|
Fiscal 2010 comparable store sales increased 8.0 percent over Fiscal 2009 on top of 5.3 percent growth in Fiscal 2009 over Fiscal 2008.
|
·
|
Earnings per share increased 40 percent over Fiscal 2009.
|
·
|
Operating income grew 29 percent (or $131 million) to $585 million, as compared to Fiscal 2009.
|
·
|
Economic Profit Added (“EPA”) increased by 44 percent (or $72 million) to $236 million, as compared to Fiscal 2009.1
|
·
|
Total shareholder return was approximately 69 percent for Fiscal 2010.
|
Compensation
Element
|
Key Features
|
Purpose
|
Fiscal 2010 Actions
|
Base Salary
|
· Fixed annual cash amount.
· Base pay increases considered on a calendar year basis to align within the median range of our peer group (as described on page 21 of this CD&A.) Actual positioning varies to reflect each executive’s skills, experience, time in job and contribution to our success.
|
· Provide a fixed amount of cash compensation to attract and retain talented executives.
· Differentiate scope and complexity of executives’ positions as well as individual performance over time.
|
· Base salaries remained the same for our named executive officers in 2010 compared to 2009.
|
Annual
Incentive
Plan (“AIP”)
Cash
Incentive
Award
|
· Performance-based variable pay is tied to achievement of key Company financial and operating objectives. Primary measures include:
· Sales growth
· Operating income growth
· Market share growth
· Customer satisfaction improvement
· Individual AIP opportunities are expressed as a percent of base salary and can vary for executives based on their positions. Target AIP award opportunities are generally established so that total annual cash compensation (base salary plus target AIP) approximates the median of our peer group. The range of potential payouts is zero to 200 percent of target.
· AIP amount is determined based on the results achieved as determined by the Committee after evaluating Company performance against pre-established, short-term financial and operating goals.
· Performance of each individual named executive officer is evaluated against pre-established individual performance goals and the Company’s values.
|
· Motivate and reward achieving or exceeding Company and individual performance objectives, reinforcing pay-for-performance.
· Align performance measures for named executive officers on key business objectives to lead the organization to achieve short-term financial and operational goals.
· Ensure alignment of short-term and long-term strategies of the Company.
|
· In 2010, the target AIP award opportunities for some named executive officers increased to more closely align target total annual compensation with market median.
· Actual performance in 2010 across the various performance measures resulted in AIP awards ranging from 165 percent to 182 percent of target for the named executive officers.
|
Compensation
Element
|
Key Features
|
Purpose
|
Fiscal 2010 Actions
|
Long-Term
Incentive
Compensation
(Award value delivered through grants of Stock Appreciation Rights (“SARs”) and Restricted Stock)
|
· Awards granted annually based on competitive market grant levels.
· Awards to named executive officers are in the form of SARs (75 percent of the award value) and restricted stock (25 percent of the award value).
· Time-based vesting: 75 percent of all awards vest in three equal increments over a three-year period based on continuing service.
· Performance vesting: 25 percent of all awards are performance-based. The 25 percent (performance-based) portion of the award when added to the 75 percent (time-based) portion represents 100 percent of the target level award. A minimum level of cumulative EPA must be achieved by the Company for any performance-based shares to vest. Total number of SARs and shares of restricted stock awarded to named executive officers can increase up to a maximum of an additional 50 percent of the target level award if Company EPA performance meets or exceeds the EPA performance of 80 percent of our peer companies over a three-year performance period.
|
· Stock-based compensation links executive compensation directly to stockholder interests.
· Multi-year vesting creates a strong retention mechanism and provides incentives for long-term creation of shareholder value.
· Performance-based vesting provides a direct connection of potential stock value with executives’ long-term goals to increase EPA more than our peer group companies.
· Comparison of EPA performance with a peer group provides a clear market-based indication of our success relative to other companies.
|
· 2010 target awards to named executives officers were increased to reflect the rising long-term incentive levels in our peer group.
· For the 2011-2013 performance period, the performance-based vesting criteria were changed to compare our performance with a larger peer group comprised of more direct competitors and a larger group of companies with a similar customer profile.
|
·
|
compensation is linked to annual and long-term Company performance goals that are structured to align the interests of executive officers with those of our stockholders;
|
·
|
our executive officers are rewarded for achieving sustainable, profitable growth of the Company;
|
·
|
our executives are rewarded for engaging employees and ensuring customer satisfaction;
|
·
|
a significant portion of total compensation is stock-based, thereby further aligning the interests of executive officers and of our stockholders; and
|
·
|
compensation is competitively positioned with compensation levels comparable to our retail competitors so we can attract, retain and motivate the superior management talent essential to our long-term success.
|
AutoZone
|
Dollar Tree
|
Pep Boys Manny Moe & Jack
|
Barnes & Noble
|
Foot Locker
|
PetSmart
|
Bed Bath & Beyond
|
Genuine Parts
|
RadioShack
|
Borders Group
|
OfficeMax
|
Sherwin-Williams
|
Collective Brands
|
O’Reilly Automotive
|
Williams-Sonoma
|
·
|
base salary, which is intended to compensate executives for their primary responsibilities and individual contributions;
|
·
|
performance-based cash incentives, which are intended to link annual incentive compensation with annual performance achievements and operating results;
|
·
|
long-term equity incentives, which are intended to link long-term incentive compensation with the Company’s long-term value creation; and
|
·
|
retirement savings and other compensation.
|
|
Percentage of Total
Compensation that is:
|
|
Percentage of Performance-
Based Total that is:
|
|
Percentage of Total
Compensation that is:
|
|||||||
Name |
Performance-
Based
|
|
Fixed
|
Annual
|
Long-Term
|
Cash
|
Equity
|
|||||
Mr. Jackson
|
86%
|
14%
|
33%
|
67%
|
42%
|
58%
|
||||||
Mr. Norona
|
73%
|
27%
|
34%
|
66%
|
52%
|
48%
|
||||||
Mr. Freeland
|
80%
|
20%
|
25%
|
75%
|
40%
|
60%
|
||||||
Mr. Wade
|
72%
|
28%
|
36%
|
64%
|
54%
|
46%
|
||||||
Ms. Kozikowski
|
69%
|
31%
|
36%
|
64%
|
56%
|
44%
|
(a)
|
Only amounts for base salary, annual incentive compensation and long-term incentive compensation (SARs and restricted stock) were included in calculating the percentages in this table. Other forms of compensation shown in the “Summary Compensation Table” are not included.
|
2009 | 2010 | ||||||||
Measure | Actual | Threshold | Target | Actual | |||||
($ in millions) | |||||||||
Sales | $ 5,412.6 | $ 5,412.6 | $ 5,760.0 | $ 5,925.2 | |||||
Operating Income | 454.4 | 477.1 | 539.0 | 584.9 |
Long-Term Incentive Shares
Vested as Percent of Target (a)
|
Company EPA Performance
Compared To Peer Companies (b)
|
|
150% | 80th Percentile or more | |
100% | 50th Percentile | |
75% (c) | 40th Percentile or lower |
(a)
|
Represents the percent of SARs and shares of restricted stock issued compared to the executive’s target grant. For example, 10,000 SARs at target would increase to 15,000 SARs at maximum vesting.
|
(b)
|
Peer group companies are defined in the “Setting Executive Compensation” section of this Proxy Statement.
|
(c)
|
A minimum cumulative EPA amount of $782 million must be generated during the performance period for any performance-based long-term incentive shares to vest. As a result, an executive would receive only the time-vested shares, which represent 75 percent of the target award, in the event the minimum EPA level is not achieved.
|
Non-Equity | All Other | |||||||||||||||
Option or | Incentive Plan |
Compensation
|
||||||||||||||
Bonus
|
Stock Awards | SAR Awards | Compensation |
(f) (g) (h)
|
Total
|
|||||||||||
Name and
|
Salary
|
(a)
|
(b) (d)
|
(c) (d)
|
(e)
|
(i) (j)
|
(k)
|
|||||||||
Principal Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||
Darren R. Jackson
|
2010
|
$ 700,000
|
$ -
|
$ 712,502
|
$ 2,137,515
|
$ 2,310,000
|
$ 106,189
|
$ 5,966,206
|
||||||||
Chief Executive Officer
|
2009
|
700,000
|
-
|
281,287
|
843,769
|
1,792,000
|
74,014
|
3,691,070
|
||||||||
2008
|
800,000
|
690,625
|
4,532,059
|
3,543,762
|
1,269,259
|
50,890
|
10,886,595
|
|||||||||
Michael A. Norona
|
2010
|
450,008
|
-
|
199,971
|
600,043
|
735,075
|
15,983
|
2,001,080
|
||||||||
EVP, Chief Financial Officer
|
2009
|
450,008
|
-
|
117,183
|
351,596
|
460,800
|
23,638
|
1,403,225
|
||||||||
2008
|
375,501
|
163,350
|
1,992,363
|
1,370,281
|
237,178
|
10,562
|
4,149,235
|
|||||||||
Kevin P. Freeland
|
2010
|
450,008
|
-
|
337,486
|
1,012,525
|
816,750
|
27,801
|
2,644,570
|
||||||||
Chief Operating Officer
|
2009
|
450,008
|
-
|
135,959
|
407,819
|
570,240
|
17,388
|
1,581,414
|
||||||||
2008
|
448,087
|
-
|
376,557
|
1,130,564
|
284,885
|
10,783
|
2,250,876
|
|||||||||
Jimmie L. Wade
|
2010
|
450,008
|
-
|
181,251
|
543,763
|
668,250
|
15,983
|
1,859,255
|
||||||||
President
|
2009
|
450,008
|
-
|
150,012
|
|
450,002
|
570,240
|
21,282
|
1,641,544
|
|||||||
2008
|
509,627
|
-
|
345,358
|
|
1,036,674
|
352,308
|
18,076
|
2,262,043
|
||||||||
Tamara A. Kozikowski
|
2010
|
400,005
|
-
|
143,744
|
431,263
|
528,000
|
10,419
|
1,513,431
|
||||||||
Chief Development Officer
|
2009
|
230,772
|
-
|
286,018
|
857,849
|
220,915
|
6,214
|
1,601,768
|
||||||||
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(a)
|
Represents payments made to the named executive officer in 2008 according to terms of his employment offer as reimbursement of bonus forfeited when he left his prior employer.
|
(b)
|
Represents the grant date fair value of restricted stock granted for each year. The grant date fair value is calculated using the closing price of the Company’s stock on the date of grant. For additional information regarding the valuation assumptions of this award, refer to Note 19 of the Company’s consolidated financial statements in the 2010 Form 10-K filed with the SEC on March 1, 2011. See the “2010 Grants of Plan-Based Awards Table” and “Outstanding Equity Awards at 2010 Fiscal Year-End Table” in this Proxy Statement for information on stock awards granted in 2010 and prior years. These amounts reflect the aggregate grant date value computed in accordance with Financial Accounting Standards Board’s Accounting Statement of Codification Topic 718 (“ASC Topic 718”), and do not correspond to the actual value that may be realized by the named executive officers. Any performance awards included in these amounts have been valued based on the probable outcome of the performance conditions as of the grant date.
|
(c)
|
Represents the grant date fair value of SARs granted for each year. For additional information regarding the valuation assumptions of this award, refer to Note 19 of the Company’s consolidated financial statements in the 2010 Form 10-K filed with the SEC on March 1, 2011. See the “2010 Grants of Plan-Based Awards Table” and “Outstanding Equity Awards at 2010 Fiscal Year-End Table” in this Proxy Statement for information on SARs awards granted in 2010 and prior years. These amounts reflect the aggregate grant date value computed in accordance with ASC Topic 718, and do not correspond to the actual value that may be realized by the named executive officers. Any performance awards included in these amounts have been valued based on the probable outcome of the performance conditions as of the grant date.
|
(d)
|
The maximum value for awards, assuming the highest level of performance conditions is probable for performance awards granted, is provided for each executive in the table below.
|
|
|
|
||||||
Name
|
Year
|
Restricted
Stock
Maximum
Value
($)
|
SARs
Maximum
Value
($)
|
Maximum
Fair Value of
Stock Awards
and SARs
($)
|
||||
Mr. Jackson
|
2010
|
$ 1,068,852
|
$ 3,206,301
|
$ 4,275,153
|
||||
2009
|
562,574
|
1,687,538
|
2,250,112
|
|||||
2008 | 4,963,319 | 4,837,523 | 9,800,842 | |||||
Mr. Norona
|
2010
|
300,056
|
900,084
|
1,200,140
|
||||
2009
|
234,366
|
703,192
|
937,558
|
|||||
2008 | 2,114,239 | 1,735,911 | 3,850,150 | |||||
Mr. Freeland
|
2010
|
506,279
|
1,518,789
|
2,025,068
|
||||
2009
|
271,919
|
815,638
|
1,087,557
|
|||||
2008 | 503,129 | 1,510,261 | 2,013,390 | |||||
Mr. Wade
|
2010
|
271,877
|
815,645
|
1,087,522
|
||||
2009 | 225,078 | 675,010 | 900,088 | |||||
2008
|
426,608
|
1,280,430
|
1,707,038
|
|||||
Ms. Kozikowski
|
2010
|
215,649
|
646,923
|
862,572
|
||||
2009
|
384,465
|
1,153,184
|
1,537,649
|
|||||
2008 | - | - | - |
(e)
|
Amounts in this column were paid to the named executives in February of 2009 and 2010 and March 2011, respectively, for the preceding fiscal year’s performance according to the terms of the annual incentive plans in effect for each respective year.
|
(f)
|
Includes company matching contributions according to the terms of the Company’s 401(k) plan.
|
(g)
|
Includes life insurance premiums paid by the Company for coverage equal to one times the executive’s annual salary, which is the incremental cost required to cover a benefit stated in the terms of each executive’s employment contract.
|
(h)
|
Includes executive allowances for 2010 as follows: Mr. Jackson - $15,000 for financial planning; Mr. Norona - $10,000 for personal development and automobile use; Mr. Wade - $10,000 for financial planning and personal automobile use; Ms. Kozikowski - $10,000 for personal health and financial planning; and Mr. Freeland - $10,000 for legal and financial planning. Information about these taxable perquisites is discussed under the heading “Other Compensation” in the Compensation Discussion and Analysis section of this Proxy Statement.
|
(i)
|
This column also includes the value of any personal use of the Company aircraft calculated at the incremental cost to the Company related to personal use of the Company aircraft. Individual expenses related to aircraft use for 2008 and 2009 are provided in accordance with the Company’s aircraft use policy. For 2010, reportable compensation for Messrs. Jackson and Freeland are $84,945 and $11,818, respectively, related to Company aircraft use. The incremental cost to the Company for personal use of Company aircraft is calculated based on the primary variable operating costs to the Company, including fuel, maintenance and other miscellaneous variable costs. All personal use of the Company aircraft is reportable as taxable wages for executives and no tax reimbursements are provided by the Company.
|
(j)
|
Mr. Wade was retirement eligible at the time of the November 2008, December 2009 and December 2010 grants. The terms of the awards provide that retirement eligible employees will receive, at minimum, the target value of the performance award. Accordingly, the aggregate grant date fair value for these target level awards was computed in accordance with ASC Topic 718.
|
(k)
|
The Total Compensation for 2009 for Messrs. Jackson, Norona, Freeland and Wade decreased significantly due to the higher value of equity grants awarded in 2008 as compared to 2009, attributable primarily to non-recurring grants made to Messrs. Jackson, Norona and Freeland upon their hire in 2008 and the lower number of grants made to Mr. Wade in 2009 versus 2008 due to a change in the Company’s annual long-term incentive grant cycle, which is described in our 2009 Proxy Statement. See the “Outstanding Equity Awards at 2010 Fiscal Year-End Table” for additional information regarding the Stock and Option or SAR awards.
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (a)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (b)
|
|
All Other
Stock
Awards:
Number of
|
All Other
Option
Awards:
|
|
Exercise
|
|
Grant Date
Fair Value of
|
|||||||||||||
Name
|
Grant Date
|
Threshold
($)
|
|
Target
($)
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
Shares of
Stock or
Units (#) (c)
|
Number of
Securities
Underlying Options (#) (d)
|
Price of
Option
Awards
($/sh) (e)
|
Stock and
Option
Awards
($)(h)
|
|||||||
Mr. Jackson
|
1/1/2010
|
$ 350,000
|
$ 1,400,000
|
$ 2,800,000
|
-
|
-
|
-
|
-
|
-
|
$ -
|
$ -
|
|||||||||||
12/1/2010 | - | - | - | - | 27,630 | 82,893 | - | 82,893 | 66.15 | 2,137,515 | ||||||||||||
12/1/2010
|
-
|
-
|
-
|
-
|
2,692
|
8,079
|
8,079
|
-
|
-
|
712,502
|
||||||||||||
Mr. Norona
|
1/1/2010
|
101,250
|
405,000
|
810,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2010 | - | - | - | - | 7,756 | 23,270 | - | 23,270 | 66.15 | 600,043 | ||||||||||||
12/1/2010
|
-
|
-
|
-
|
-
|
755
|
2,268
|
2,268
|
-
|
-
|
199,971
|
||||||||||||
Mr. Freeland (f)
|
1/1/2010
|
112,500
|
450,000
|
900,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
5/24/2010
|
-
|
-
|
-
|
-
|
4,159
|
12,476
|
-
|
12,476
|
49.55
|
262,500
|
||||||||||||
5/24/2010 | - | - | - | - | 442 | 1,324 | 1,324 | - | - | 87,505 | ||||||||||||
12/1/2010 | - | - | - | - | 9,695 | 29,086 | - | 29,086 | 66.15 | 750,025 | ||||||||||||
12/1/2010 | - | - | - | - | 944 | 2,835 | 2,835 | - | - | 249,981 | ||||||||||||
Mr. Wade (g)
|
1/1/2010
|
101,250
|
405,000
|
810,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2010
|
-
|
-
|
-
|
-
|
7,029
|
21,087
|
-
|
21,087
|
66.15
|
543,763
|
||||||||||||
12/1/2010
|
-
|
-
|
-
|
-
|
685
|
2,055
|
2,055
|
-
|
-
|
181,251
|
||||||||||||
Ms. Kozikowski
|
1/1/2010
|
80,000
|
320,000
|
640,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2010
|
-
|
-
|
-
|
-
|
5,574
|
16,725
|
-
|
16,725
|
66.15
|
431,263
|
||||||||||||
12/1/2010 | - | - | - | - | 543 | 1,630 | 1,630 | - | - | 143,744 |
(a)
|
The non-equity incentive plan information represents our 2010 annual incentive plan.
|
(b)
|
These columns include performance-vesting portions of the restricted stock and SAR grants to our executives. For the December 2010 grants our executives received 75 percent of target award value granted in the form of SARs and the remaining 25 percent granted in the form of shares of restricted stock, which are shown in separate rows, respectively. At target, the performance-based portion represents 25 percent of the total long-term incentive grant value. These shares may be earned on March 1, 2014, following certification by the Committee of the performance vesting achievement level of the Company during fiscal years 2011 through 2013. At the threshold level of Company performance, executives receive no performance-based SARs or shares of restricted stock. The Company’s EPA must exceed 40 percent of the peer group companies and exceed a minimum cumulative EPA amount of $782 million during the performance period to become eligible to receive additional performance-based shares. In order for the executive officers to earn the full performance-based portion of the target amount (which is 25 percent of the target amount and, when added to the time-based shares, a total of 100 percent of target), the Company’s EPA must equal the peer group median. Executive officers may receive additional SARs and shares of restricted stock up to a maximum of an additional 50 percent of the target level award, if the Company’s EPA meets or exceeds 80 percent of the peer group companies.
|
(c)
|
This column includes the number of shares of time-vesting restricted stock awarded to each executive for 2010 grants. These shares will vest in approximately equal annual installments on each anniversary grant date over a consecutive three-year period.
|
(d)
|
This column includes the number of time-vesting SARs awarded to each executive for the 2010 grants. These SARs will vest in approximately equal annual installments on each anniversary grant date over a consecutive three-year period.
|
(e)
|
Stock prices shown are the exercise price of any SARs grants based on the closing price of the Company’s common stock on the date of grant.
|
(f)
|
Mr. Freeland received two equity grants during 2010. On May 24, 2010, Mr. Freeland received a special high performer equity grant under the Company’s 2004 LTIP. Mr. Freeland received 75 percent of target award value granted in the form of SARs and the remaining 25 percent granted in the form of shares of restricted stock. Vesting for 75 percent of the target award of SARs and restricted stock will occur in approximately equal annual installments on each anniversary grant date over a consecutive three-year period, with the first installment vesting on May 24, 2011. The remaining 25 percent of the awards consists of performance awards that require attainment of target performance goals and a minimum three-year vesting period. The target performance goals are consistent with those of the December 2009 annual grant. If the Company’s performance exceeds the
|
|
|
performance target level, Mr. Freeland may receive additional SARs and restricted stock up to a maximum of an additional 50 percent of the target level award. The aggregate grant date fair value for these awards was computed in accordance with ASC Topic 718. The performance awards may vest on May 24, 2013, following the certification of the performance target achievement level of the Company during the 2010 through 2012 fiscal years by the Committee on March 1, 2013.
|
(g)
|
Mr. Wade was retirement eligible at the time of the December 1, 2010 grants. The terms of the award entitle retirement-eligible employees to receive, at minimum, the target value of the performance award. The aggregate grant date fair value for the target level awards was computed in accordance with ASC Topic 718.
|
(h)
|
The aggregate grant date fair value of the awards was computed in accordance ASC Topic 718. The attainment of target level for performance awards was deemed probable at the date of grant for the December 1, 2010 award. Accordingly, the grant date fair value was calculated at target level.
|
|
|
Option Awards (a) |
Stock Awards (b)
|
|||||||||||||||||||
Equity Incentive Plan Awards:
|
||||||||||||||||||||
Name
|
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) |
Equity
Incentive Plan Awards:
Number of
Shares
Underlying Unexercised Unearned
Options (#)
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of
Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
Market
Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
|
|||||||||
Mr. Jackson (c)
|
5/23/2005
|
6,250
|
-
|
-
|
$ 39.65
|
5/23/2012
|
-
|
$ -
|
-
|
$ -
|
||||||||||
5/22/2006
|
7,500
|
-
|
-
|
38.35
|
5/22/2013
|
-
|
-
|
-
|
-
|
|||||||||||
5/21/2007
|
7,500
|
-
|
-
|
41.64
|
5/21/2014
|
-
|
-
|
-
|
-
|
|||||||||||
1/7/2008
|
168,750
|
56,250
|
-
|
37.28
|
1/7/2015
|
-
|
-
|
-
|
-
|
|||||||||||
1/7/2008
|
-
|
-
|
-
|
-
|
-
|
110,000
|
7,276,500
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
56,595
|
169,785
|
25.81
|
11/17/2015
|
-
|
-
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
-
|
-
|
-
|
-
|
5,570
|
368,456
|
16,709
|
1,105,300
|
|||||||||||
12/1/2009
|
21,956
|
43,912
|
21,955
|
40.38
|
12/1/2016
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2009
|
-
|
-
|
-
|
-
|
-
|
4,644
|
307,201
|
2,321
|
153,534
|
|||||||||||
12/1/2010
|
-
|
82,893
|
27,630
|
66.15
|
12/1/2017
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2010 | - | - | - | - | - | 8,079 | 534,426 | 2,692 | 178,076 | |||||||||||
Mr. Norona (d)
|
2/15/2008
|
37,500
|
12,500
|
-
|
33.66
|
2/15/2015
|
-
|
-
|
-
|
-
|
||||||||||
2/15/2008
|
-
|
-
|
-
|
-
|
-
|
16,667
|
1,102,522
|
-
|
-
|
|||||||||||
2/19/2008
|
42,374
|
21,187
|
-
|
33.80
|
2/20/2015
|
-
|
-
|
-
|
-
|
|||||||||||
2/19/2008
|
-
|
-
|
-
|
-
|
-
|
1,849
|
122,311
|
-
|
-
|
|||||||||||
11/17/2008
|
31,988
|
15,995
|
47,983
|
25.81
|
11/17/2015
|
-
|
-
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
-
|
-
|
-
|
-
|
1,574
|
104,120
|
4,722
|
312,360
|
|||||||||||
12/1/2009
|
9,149
|
18,298
|
9,148
|
40.38
|
12/1/2016
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2009
|
-
|
-
|
-
|
-
|
-
|
1,935
|
128,000
|
967
|
63,967
|
|||||||||||
12/1/2010 | - | 23,270 | 7,756 | 66.15 | 12/1/2017 | - | - | - | - | |||||||||||
12/1/2010 | - | - | - | - | - | 2,268 | 150,028 | 755 | 49,943 | |||||||||||
Mr. Freeland (e)
|
2/19/2008
|
56,498
|
28,250
|
-
|
33.80
|
2/20/2015
|
-
|
-
|
-
|
-
|
||||||||||
2/19/2008
|
-
|
-
|
-
|
-
|
-
|
3,698
|
244,623
|
-
|
-
|
|||||||||||
11/17/2008
|
33,219
|
16,610
|
49,829
|
25.81
|
11/17/2015
|
-
|
-
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
-
|
-
|
-
|
-
|
1,635
|
108,155
|
4,904
|
324,400
|
|||||||||||
12/1/2009
|
10,612
|
21,224
|
10,612
|
40.38
|
12/1/2016
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2009
|
-
|
-
|
-
|
-
|
-
|
2,245
|
148,507
|
1,122
|
74,220
|
|||||||||||
5/24/2010 | - | 12,476 | 4,159 | 49.55 | 5/24/2017 | - | - | - | - | |||||||||||
5/24/2010 | - | - | - | - | - | 1,324 | 87,583 | 442 | 29,238 | |||||||||||
12/1/2010
|
-
|
29,086
|
9,695
|
66.15
|
12/1/2017
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2010
|
-
|
-
|
-
|
-
|
-
|
2,835
|
187,535
|
944
|
62,446
|
|||||||||||
Mr. Wade
|
2/22/2005
|
77,000
|
-
|
-
|
33.37
|
2/22/2012
|
-
|
-
|
-
|
-
|
||||||||||
2/21/2006
|
105,000
|
-
|
-
|
40.45
|
2/21/2013
|
-
|
-
|
-
|
-
|
|||||||||||
2/20/2007
|
66,021
|
-
|
-
|
38.03
|
2/20/2014
|
-
|
-
|
-
|
-
|
|||||||||||
2/19/2008
|
41,322
|
20,661
|
-
|
33.80
|
2/20/2015
|
-
|
-
|
-
|
-
|
|||||||||||
2/19/2008 | - | - | - | - | - | 1,804 | 119,335 | - | - | |||||||||||
11/17/2008 | 31,988 | 15,995 | 47,983 | 25.81 | 11/17/2015 | - | - | - | - | |||||||||||
11/17/2008 | - | - | - | - | - | 1,574 | 104,120 | 4,722 | 312,360 | |||||||||||
12/1/2009 | 8,782 | 17,565 | 8,782 | 40.38 | 12/1/2016 | - | - | - | - | |||||||||||
12/1/2009 | - | - | - | - | - | 1,858 | 122,907 | 928 | 61,387 | |||||||||||
12/1/2010 | - | 21,087 | 7,029 | 66.15 | 12/1/2017 | - | - | - | - | |||||||||||
12/1/2010 | - | - | - | - | - | 2,055 | 135,938 | 685 | 45,313 | |||||||||||
Ms. Kozikowski (f)
|
6/10/2009
|
6,452
|
12,905
|
19,357
|
43.50
|
6/10/2016
|
-
|
-
|
-
|
-
|
||||||||||
6/10/2009
|
-
|
-
|
-
|
-
|
-
|
1,438
|
95,124
|
2,156
|
142,619
|
|||||||||||
12/1/2009
|
7,685
|
15,370
|
7,684
|
40.38
|
12/1/2016
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2009
|
-
|
-
|
-
|
-
|
-
|
1,626
|
107,560
|
812
|
53,714
|
|||||||||||
12/1/2010
|
-
|
16,725
|
5,574
|
66.15
|
12/1/2017
|
-
|
-
|
-
|
-
|
|||||||||||
12/1/2010
|
-
|
-
|
-
|
-
|
-
|
1,630
|
107,825
|
543
|
35,919
|
|
(a)
|
Includes grants of stock options and SARs. With the exception of the special grants to Messrs. Jackson, Norona and Freeland, as described in notes “(c)”, “(d)” and “(e)” below, all stock options and time-vested SARs vest in three approximately equal annual installments commencing on the first anniversary date of the grant. The amounts shown for SARs granted in November 2008 and June 2009 represent the time-vested portion of the grants and the performance-based portion of the grants at maximum target level. The amounts shown for the December 2009 and December 2010 grants represent the time-vested portion of the grants and the performance-based portion of the grants at target level, respectively. The performance-based option awards shown in this table as Equity Incentive Plan Awards granted in 2008, 2009 and 2010, except for the June 2009 grant to Ms. Kozikowski and the May 2010 grant to Mr. Freeland, may be eligible for exercise on March 1, 2012, March 1, 2013, and March 1, 2014, respectively, following certification by the Committee of the performance vesting achievement level. The June 2009 grant to Ms. Kozikowski and the May 2010 grant to Mr. Freeland may be eligible for exercise on June 10, 2012 and May 24, 2013, respectively, upon completion of vesting.
|
(b)
|
All stock awards listed in the table are awards of restricted stock. With the exception of the special grants to Mr. Jackson in January 2008 and to Messrs. Norona and Freeland in February 2008, as described in notes (c), (d) and (e) below, all awards of time-vested restricted stock vest in approximately equal one-third annual increments commencing on the first anniversary of the date of grant. The market value of the stock awards is reflective of the closing price of the Company’s stock as of December 31, 2010 ($66.15), the last day that the Company’s common stock was traded during fiscal year 2010. The amounts shown for restricted stock awarded in November 2008 and June 2009 represent the time-vested portion of the grants and the performance-based portion of the grants at maximum target level. The amounts shown for December 2009 and December 2010 represent the time-vested portion of the grants and the performance-based portion of the grants at target level. The performance-based stock awards shown in this table as Equity Incentive Plan Awards granted in 2008, 2009 and 2010, except for the June 2009 grant to Ms. Kozikowski and the May 2010 grant to Mr. Freeland, may vest on March 1, 2012, March 1, 2013, and March 1, 2014, respectively, following certification by the Committee of the performance achievement level. The June 2009 grant and the May 2010 grant may vest on June 10, 2012 and May 24, 2013, respectively.
|
(c)
|
For Mr. Jackson, all outstanding option awards granted prior to January 2008 were granted as part of his compensation as an independent director. Effective upon Mr. Jackson’s employment as our chief executive officer on January 7, 2008, Mr. Jackson received equity grants valued in the amount of $6,351,000 under the Company’s 2004 LTIP to replace stock value he forfeited when he left his former employment. This replacement equity consisted of 110,000 shares of restricted stock which vested on the third anniversary of the effective date of the grant and 225,000 SARs. One-fourth of the SARs vested immediately and could be exercised after January 8, 2009, and the remaining three-fourths of the SARs vested annually in equal installments on the first, second and third anniversaries of the grant date. These equity awards were designed to directly link his interests with those of our stockholders.
|
(d)
|
On February 15, 2008, Mr. Norona received special equity grants pursuant to his employment agreement that were intended to replace stock value he forfeited when he left his former employment. The equity grants were made under the Company’s 2004 LTIP. The special grant consisted of 50,000 shares of restricted stock that vested equally in one-third increments on the first, second and third anniversaries of the grant date and a special grant of 50,000 SARs. One-fourth of the SARs were vested immediately with a one-year holding period before they could be exercised, and the remaining three-fourths of the SARs vested in equal annual installments on the first, second and third anniversaries of the grant date. Effective February 19, 2008, Mr. Norona received equity grants under the Company’s 2004 LTIP valued at $750,000 on the date of grant consisting of 25 percent of the value issued in the form of 5,547 shares of restricted stock that vested annually in three equal installments commencing on the first anniversary of the grant date and 75 percent of the value issued in the form of 63,561 SARs that vested annually in three equal increments on the first, second and third anniversaries of the grant date.
|
(e)
|
On February 19, 2008, Mr. Freeland received two equity grants under the Company’s 2004 LTIP. The first grant, valued at $250,000, was awarded to Mr. Freeland pursuant to the terms of his offer of employment. The special grant consisted of 1,849 shares of restricted stock which vested on the third anniversary of the effective date of the grant and 21,188 SARs. The SARs vested annually in three equal increments on the first, second and third anniversaries of the grant date. Mr. Freeland’s second grant was awarded pursuant to the Company’s annual grant policy. The SARs and restricted stock vested annually in three equal increments on the first, second and third anniversaries of the grant date. On May 24, 2010, Mr. Freeland received a special high performer equity grant under the Company’s 2004 LTIP comprised of 75 percent SARs and 25 percent restricted stock. This grant was valued at $350,000 and consisted of 1,324 shares of restricted stock that will vest annually in three equal increments on the first, second and third anniversaries of the grant date. In addition, the restricted stock grant included 442 performance-based shares of restricted stock that may vest on the third anniversary of the effective date of the grant. The equity grant included 12,476 time-vested SARs. The SARs vest annually in three equal increments on the first, second and third anniversaries of the grant date. In addition, the SARs grant included 4,159 performance-based SARs units that may vest on the third anniversary of the grant date.
|
(f)
|
On June 10, 2009 pursuant to the terms of Ms. Kozikowski’s offer of employment, Ms. Kozikowski received an equity grant under the Company’s 2004 LTIP consisting of 75 percent SARs and 25 percent restricted stock. This grant was valued at $750,000 which represents the maximum level of vesting in accordance with the accounting provisions of ASC Topic 718 since the Company had determined the maximum target goal was highly probable as of the grant date. The special grant consisted of 2,156 shares of restricted stock that will vest annually in three equal increments on the first, second and third anniversaries of the grant date. In addition, the restricted stock grant included 2,156 performance-based restricted stock units that may vest on the third anniversary of the effective date of the grant. The equity grant included 19,357 time-vested SARs. The SARs vest annually in three equal increments on the first, second and third anniversaries of the grant date. In addition, the SARs grant included 19,357 performance-based SARs units that may vest on the third anniversary of the grant date.
|
Option Awards
|
Stock Awards
|
|||||||
Name
|
Number of
Shares Acquired
on Exercise (#)
|
|
Value
Realized on
Exercise ($)
|
|
Number of
Shares Acquired
on Vesting (#)
|
|
Value
Realized on
Vesting ($)
|
|
Mr. Jackson
|
76,526
|
$ 4,876,562
|
7,892
|
$ 518,435
|
||||
Mr. Norona
|
-
|
-
|
21,057
|
954,538
|
||||
Mr. Freeland
|
-
|
-
|
4,606
|
255,273
|
||||
Mr. Wade
|
125,000
|
2,519,247
|
15,880
|
746,980
|
||||
Ms. Kozikowski
|
-
|
-
|
1,530
|
89,779
|
Name
|
Executive
Contributions
in Last FY (a)
($)
|
|
Aggregate
Earnings in
Last FY (b)
($)
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate
Balance at
Last FYE
($)
|
|
Mr. Jackson
|
$ 896,000
|
$ 935,718
|
$ -
|
$ 4,084,081
|
||||
Mr. Norona
|
341,283
|
866
|
-
|
667,152
|
||||
Mr. Freeland
|
-
|
-
|
-
|
-
|
||||
Mr. Wade
|
-
|
845
|
-
|
591,292
|
||||
Ms. Kozikowski
|
-
|
-
|
-
|
-
|
(a)
|
Additional information is provided under “Retirement Savings” in the Compensation Discussion and Analysis section of this Proxy Statement. Any amounts reported as Executive Contributions are also reported in the Salary column of the “Summary Compensation Table” of this Proxy Statement.
|
(b)
|
Represents unrealized gains or losses on market-based investments selected by executives for their deferred compensation balances. For Mr. Jackson, the amounts reported also include the value of dividends earned on DSUs and converted to additional DSUs and the change in overall value of DSUs based on the Company’s stock price.
|
Executive
|
Voluntary
Termination without Good Reason or
Involuntary
Termination for Due
Cause (a)
|
|
Retirement
|
Disability
|
Death
|
Involuntary Termination
without Due Cause or
Voluntary Termination
for Good Reason not
related to a Change in
Control (b)
|
Involuntary
Termination without
Due Cause or Voluntary
Termination for Good
Reason related to a
Change in Control (c)
|
||||||
Mr. Jackson
|
|||||||||||||
Cash Severance (d)
|
$ |
-
|
$ -
|
$ 2,000,420
|
$ 2,490,420
|
$ 2,490,420
|
$ 4,980,839
|
||||||
Stock Incentives (e) (f)
|
-
|
-
|
19,725,516
|
19,725,516
|
2,007,366
|
19,725,516
|
|||||||
Cont'd Medical Coverage (g)
|
-
|
-
|
5,835
|
-
|
5,835
|
5,835
|
|||||||
Outplacement
|
-
|
-
|
-
|
-
|
12,000
|
12,000
|
|||||||
Executive Choice
|
-
|
-
|
-
|
-
|
15,000
|
15,000
|
|||||||
Life Insurance
|
-
|
-
|
-
|
700,000
|
-
|
-
|
|||||||
Disability Insurance Payout (h)
|
-
|
-
|
420,000
|
-
|
-
|
-
|
|||||||
Excise Tax Gross-Up
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
6,975,134
|
|||||||
$ |
-
|
$ -
|
$ 22,151,770
|
$ 22,915,935
|
$ 4,530,620
|
$ 31,714,324
|
|||||||
Mr. Norona
|
|||||||||||||
Cash Severance (d)
|
$ |
-
|
$ -
|
$ 612,687
|
$ 927,692
|
$ 927,692
|
$ 1,855,385
|
||||||
Stock Incentives (e) (f)
|
-
|
-
|
5,663,601
|
5,663,601
|
599,449
|
5,663,601
|
|||||||
Cont'd Medical Coverage (g)
|
-
|
-
|
5,835
|
-
|
5,835
|
5,835
|
|||||||
Outplacement
|
-
|
-
|
-
|
-
|
12,000
|
12,000
|
|||||||
Executive Choice
|
-
|
-
|
-
|
-
|
15,000
|
15,000
|
|||||||
Life Insurance
|
-
|
-
|
-
|
450,008
|
-
|
-
|
|||||||
Disability Insurance Payout (h)
|
-
|
-
|
270,005
|
-
|
-
|
-
|
|||||||
Excise Tax Gross-Up
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
2,009,781
|
|||||||
$ |
-
|
$ -
|
$ 6,552,128
|
$ 7,041,302
|
$ 1,559,976
|
$ 9,561,602
|
|||||||
Mr. Freeland
|
|||||||||||||
Cash Severance (d)
|
$ |
-
|
$ -
|
$ 692,294
|
$ 1,007,300
|
$ 1,007,300
|
$ 2,014,599
|
||||||
Stock Incentives (e) (f)
|
-
|
-
|
5,179,131
|
5,179,131
|
634,628
|
5,179,131
|
|||||||
Cont'd Medical Coverage (g)
|
-
|
-
|
5,094
|
-
|
5,094
|
5,094
|
|||||||
Outplacement
|
-
|
-
|
-
|
-
|
12,000
|
12,000
|
|||||||
Executive Choice
|
-
|
-
|
-
|
-
|
15,000
|
15,000
|
|||||||
Life Insurance
|
-
|
-
|
-
|
450,008
|
-
|
-
|
|||||||
Disability Insurance Payout (h)
|
-
|
-
|
270,005
|
-
|
-
|
-
|
|||||||
Excise Tax Gross-Up
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
2,364,780
|
|||||||
$ |
-
|
$ -
|
$ 6,146,523
|
$ 6,636,438
|
$ 1,674,021
|
$ 9,590,603
|
|||||||
Mr. Wade
|
|||||||||||||
Cash Severance (d)
|
$ |
-
|
$ -
|
$ 665,268
|
$ 980,274
|
$ 980,274
|
$ 1,960,548
|
||||||
Stock Incentives (e) (f)
|