Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Long Term Equity Incentive Compensation Program
In order to continue to enhance the alignment of executive compensation and
long-term shareholder value creation, the
Historically, the Company's long-term equity incentive compensation program for
its named executive officers has consisted of awards of time-based-vesting
restricted stock units ("RSUs") (other than for Mr.
On
Under this updated long-term equity incentive compensation program, on
The PSOs will vest and become exercisable upon (and to the extent of) the
satisfaction of both (i) the applicable "Service Condition" and (ii) the
applicable "Performance Condition." The Service Condition will be satisfied on
the third anniversary of the Grant Date, subject to the executive's continued
employment through such date. The Performance Condition will be satisfied
between 0% to 200% based on the combined level of achievement of a cumulative
revenue performance goal and a cumulative adjusted EPS performance goal, each
weighted at 50% and measured over a three-year performance period beginning on
On a termination of the executive's employment due to his or her death or "disability" (as such term is defined in the executive's PSO award agreement), the PSOs will be deemed to have fully satisfied the Service Condition. On an involuntary termination of the executive's employment by the Company without "cause" (as such term is defined in the executive's PSO award agreement), a pro-rated portion of the PSOs will be deemed to have satisfied the Service Condition, determined by dividing (i) the number of months the executive is employed by the Company during the period between the Grant Date and the termination date (up to 36 months and rounded up for partial months) by (ii) 36 (except that if the executive meets the requirements for "62/10 retirement eligibility" (as such term is defined in the executive's PSO award agreement) at the time of such termination without cause, the PSOs will be deemed to have fully satisfied the Service Condition on such termination of employment). In the event of the executive's retirement at a time when the executive meets the requirements for "55/10 retirement eligibility" or "legacy retirement eligibility" (as such terms are defined in the executive's PSO award agreement), a pro-rated portion of the PSOs will be deemed to have satisfied the Service Condition determined by dividing (i) the number of months the executive is employed by the Company during the period between the Grant Date and the retirement date (up to 36 months and rounded up for partial months) by (ii) 36. If the executive meets the requirements for "62/10 retirement eligibility" at the time of retirement, the PSOs will be deemed to have fully satisfied the Service Condition on such retirement date. In each of the foregoing circumstances, the number of PSOs that will be earned and become vested and exercisable will be based on the actual level of achievement of the Performance Condition measured over the full three-year performance period. Following such terminations of employment, the vested PSOs will remain exercisable for such periods as set forth in the executive's applicable PSO award agreement.
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Upon a "qualifying termination" of employment within 24 months after a "change in control" of the Company (as such terms are defined in the executive's PSO award agreement), the PSOs will vest and become exercisable, and, to the extent the performance period has not been completed as of the date of such change in control, the Performance Condition will be deemed to have been achieved at the greater of (i) the actual achievement of the Performance Condition for the period beginning on the first day of the performance period and ending on the date immediately prior to the change in control and (ii) 100%.
The PSO award agreements provide for post-employment restrictions against competition, the solicitation of clients and employees of the Company and the use or disclosure of confidential information. The PSO awards granted to members of the Company's Executive Committee (including the Company's named executive officers) are also subject to the Company's Clawback Policy, which provides that the Committee may recoup any incentive compensation (cash and equity) received by members of the Executive Committee and the Company's Principal Accounting Officer, in the event of a restatement of financial or other performance-based measures (regardless of whether detrimental conduct has occurred) or in the event that detrimental conduct results in an increased level of performance goal achievement or otherwise causes material financial and/or reputational harm to the Company.
In addition, members of the Company's Executive Committee (including the named
executive officers) are subject to the Company's stock ownership guidelines
(including the minimum ownership requirements and share retention requirements
under such stock ownership guidelines). On
The foregoing description of the PSOs is qualified in its entirety by reference
to the full text of the form of PSO award agreement, a copy of which will be
filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended
2022 Named Executive Officer Compensation
On
• forMr. Fernandez , an increase in his annual target long-term incentive compensation from$7,500,000 to$10,000,000 ; • forMr. Pettit , an increase in his annual target long-term incentive compensation from$4,000,000 to$5,500,000 ; • forMr. Crum , an increase in his annual target long-term incentive compensation from$1,200,000 to$1,650,000 ; • forMr. Gutowski , (i) an increase in his annual base salary from$450,000 to$500,000 and (ii) an increase in his annual target long-term incentive compensation from$900,000 to$1,200,000 ; and • forMr. Wiechmann , (i) an increase in his annual base salary from$500,000 to$550,000 , (ii) an increase in his annual target cash bonus opportunity from$600,000 to$750,000 and (iii) an increase in his annual target long-term incentive compensation from$900,000 to$1,300,000 .
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