The Performance RSU Awards represent the right to earn one share of common stock of the Company for each vested restricted stock unit. The Performance RSU Awards will settle following the end of the performance period with respect to the 2020 calendar year; however, one-third of the restricted stock units are earned based on EBITDA-based performance goals achieved over each of the one-year performance periods with respect to the 2018, 2019, and 2020 calendar years. Upon a termination of the holder’s employment for any reason, any portion of the Performance RSU Award which remains unvested will be forfeited. For additional information about equity grants awarded in 2017, see “Compensation of Executive Officers- Summary Compensation Table” and “-2017 Grants of Plan-Based Awards.”
2018 Annual Cash Incentive Plan
In November of 2017, the compensation committee approved the 2018 Annual Incentive Plan (the “2018 AIP”), pursuant to which eligible Company employees, including each of the NEOs, are eligible to receive cash bonuses based upon the achievement of certain performance metrics, and subject to their continued employment with the Company through payout of the 2018 AIP in 2019. The 2018 AIP is a sub-plan under the 2016 ECIP. Individual target bonuses under the 2018 AIP are based on a percentage of each eligible employee’s base salary, and actual bonus amounts will be earned between 0% and 140% of the applicable target.
Performance metrics under the 2018 AIP, and their respective weightings, are the same as under the 2017 AIP. For all executives of the Company, including each NEO, the 2018 AIP consists of a single one-year measurement period equal to 100% of an individual’s bonus opportunity.
Oversight of Executive Compensation Program
As described above under “Corporate Governance-Board Committees-Compensation Committee,” the compensation committee is responsible for establishing, implementing and continually monitoring adherence with our compensation philosophy. The compensation committee has the sole authority to engage independent compensation consultants, who report directly to the committee, to advise and consult on compensation issues.
Role of Executives in Establishing Compensation
The compensation committee makes the final determination of all compensation paid to our NEOs and is involved in all compensation decisions affecting our CEO. When making compensation decisions for individual executive officers, the compensation committee considers many factors, including:
the individual’s role and responsibilities, performance, tenure, and experience;
our overall performance;
individual compensation as compared to our peers;
the individual’s historical compensation, equity holdings, realized gains on past equity grants; and
comparisons to other executive officers of our Company.
The compensation committee evaluates the performance of the chief executive officer and considers the evaluations of the other Named Executive Officers on an annual basis following the close of each fiscal year. Although these performance evaluations are most closely connected to the qualitative portion of the officer’s annual incentive award, the compensation committee considers individual performance in evaluating the appropriateness of the officer’s base salary specifically and the compensation package as a whole. However, management also plays a role in the determination of executive compensation levels. The key members of management involved in the compensation process are the chief executive officer and the chief administrative officer. Management proposes certain corporate safety and individual executive performance objectives based on the following year’s business plan, which is approved by the Board each year. Management also participates in the discussion of peer companies to be used to benchmark NEO compensation, and recommends the overall funding level for cash bonuses and equity incentive awards. The compensation committee meets regularly in executive session without management present.
The Role of our Compensation Consultant
The compensation committee has sole authority over the selection, use, and retention of any compensation consultant or any other experts engaged to assist the compensation committee in discharging its responsibilities. In 2017, the compensation committee engaged Longnecker & Associates to assist with its overall compensation review and decision- making. In late 2017, Longnecker conducted an independent, comprehensive, broad-based analysis of our executive compensation program, and the compensation committee used this analysis as one of several reference points in making decisions regarding 2018 compensation. Longnecker’s objectives were to: