2016 Compensation Initiatives and Highlights
Set forth below is a brief description of some of the most significant actions or events affecting the determination of the 2016 compensation of our Named Executive Officers and other members of our senior leadership team:
Listened to Shareholders
2016 Say-on-Pay Vote
We discussed the results of the voting at the 2016 Annual Meeting with respect to the annual say-on-pay vote and considered the compensation-related aspects of the proxy advisory reports issued by ISS and Glass Lewis.
Change in Control Agreements
We reviewed the change in control agreements with our Named Executive Officers and updated the agreements to ensure they incorporate appropriate terms and provisions and continue to reflect best practices.
Deferred Compensation Plan
We amended our deferred compensation plan to permit alternative, market-based investment alternatives.
Emphasize TSR in LTIP Awards
We continued to emphasize total shareholder return ("TSR") in the financial metrics set forth in the LTIP awards granted to our executive officers, including our NEOs.
Continued to Incorporate
Sub-Limits on LTIP Award Payouts
We continued to incorporate an additional sub-limit of 150% on the payouts that may be made in respect of any particular performance measure if the Company's adjusted performance for such measure is less than zero.
Continued to Defer
Base Salary Adjustments
We continued the practice of deferring the annual base salary adjustments for our senior executives from January 1 to July 1.
Assessed the Impact of
New Revenue Recognition Rules
We assessed the potential impact of new revenue recognition rules that are scheduled to become effective for interim and annual reporting periods beginning after December 15, 2017.
Key Governance Features of Our Executive Compensation Program
The following summary of specific features of our executive compensation program highlights our commitment to executive compensation practices that align the interests of our executives and shareholders:
What We Do:
What We Don't Do:
Independent Compensation Consultant – The Personnel & Compensation Committee retains its own independent compensation consultant.
No Excessive Perquisites – We provide minimal perquisites to our NEOs.
Pay for Performance – A significant portion of the compensation paid to our NEOs is in the form of at-risk variable compensation.
No Hedging – Directors and NEOs are prohibited from engaging in hedging activities with respect to their shares of Company stock.
Multiple Performance Metrics – Variable compensation is based on more than one measure to encourage balanced incentives.
No Pledging – Directors and NEOs are prohibited from pledging their shares of Company stock.
"Clawback" Provisions – Our CEO/CFO employment agreements provide for the recovery of compensation in the event of a mandatory restatement.
No Excise Tax Gross-ups – The employment and change in control agreements with our NEOs do not include any excise tax gross-up provisions.
Award Caps – All of our variable compensation plans have caps on plan formulas.
No Re-Pricing of Underwater Stock Options – Our equity plans prohibit the re-pricing of underwater stock options.
"Double Trigger" Vesting – All change in control agreements with our NEOs contain "double trigger" vesting provisions.
Limited Use of Time-Vested Restricted Stock – NEOs generally do not receive time-vested restricted stock.
Independent Committees – The Personnel & Compensation Committee, like all of our Board committees, is comprised solely of independent Directors.
No Further Accrual of Defined Benefit Pensions – We ceased further accrual of benefits under our qualified defined benefit pension plan and our supplemental employees' retirement plan.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
EVEN IF YOU CANNOT ATTEND, PLEASE VOTE YOUR SHARES.