44 / 72
Timing and Key Features of the Program
The current process for determining the CEO’s and President’s total direct compensation (“TDC”), as was used in 2015,
is as follows:
Element
Timing of Decision
Fixed
Base Salary
*
Established in November 2014 and paid during 2015
+
Variable
Annual Incentive
Award (MIP)
Paid in cash in March of the following year after the Compensation
Committee’s review of performance
p
arameters set in February of
the performance year
(e.g., fiscal 2015 MIP award paid in March
2016)
+
Long-term Incentives
(LTI)
Two phases:
Contingent PBRS grant made in February (equal to 100%
and 70% of prior year’s total LTI grant date award value for
the CEO and President, respectively)
Final “true up” PBRS award (additional PBRS grant or
reduction of contingent February PBRS grant) made based
upon current year–to-date performance at time of the
Compensation Committee decision
=
TDC
Final annual compensation package compensation determined
based on the Company’s relative performance versus peers
Details regarding the base salary determination are included in the section titled “Base Salary”
of this CD&A.
Annual Incentive Award (MIP)
The CEO’s and President’s annual cash incentive
award is based on the metrics and weightings detailed
above in the section titled “Management Incentive Plan
(MIP)”
of this CD&A.
As is the case with the other NEOs, parameters for
each of the goals are established in February of each
year and are prospective in nature (i.e., goals are set in
February 2015 for 2015 performance). The MIP
opportunities for the CEO and President are capped at
200% of their target opportunities. The CEO’s and
President’s MIP awards for 2015 performance were
$5,509,362 and $2,583,298, respectively.
37