o | Preliminary Proxy Statement |
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T | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to § 240.14a-12 |
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The 2012 Annual Meeting of Shareholders of Stage Stores, Inc. (the “Company”) will be held at the offices of the Company, 10201 Main Street, Houston, Texas 77025 on Thursday, June 7, 2012, at 1:00 p.m. local time. If you need directions to attend the Annual Meeting, they can be found on our website, www.stagestoresinc.com, under “Investor Relations”. The shareholders will vote on the following matters: |
1. | Election of |
2. |
3. | Approval of Material Terms of Executive Officer Performance Goals, |
4. | Ratification of the |
Such other matters as may properly come before the Annual Meeting or any adjournment thereof. |
The Board of Directors has fixed the close of business on April 12, 2012 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. |
By Order of the Board of Directors | |
April 27, 2012 |
If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange (“NYSE”). If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on Item 4 (Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2012), even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on Items 1 (Election of Directors), 2 (Advisory Resolution to Approve Executive Compensation) and 3 (Approval of Material Terms of Executive Officer Performance Goals) without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on those matters. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares. More Information Is Available If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold your shares. The Securities and Exchange Commission (“SEC”) also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a shareholder. Additionally, you may contact our Investor Relations Department at www.stagestoresinc.com/investor-relations. |
· | by toll-free number at 1-866-540-5760; or |
· | by the Internet at |
· | by completing and mailing a Proxy Card (if you requested a paper copy of the Proxy Card); or |
· | by written ballot at the Annual Meeting. |
· | Leadership experience. We believe that Directors with experience in significant leadership positions over an extended period, especially Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) positions, provide the Company with special insights. These people generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. |
· | Finance experience. We believe that an understanding of finance and financial reporting processes is important for our Directors. The Company measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and vigorous auditing are critical to our success. We seek to have at least a majority of the members of our Audit Committee qualify as Audit Committee Financial Experts and we expect all of our Directors to be financially knowledgeable. |
· | Industry experience. We seek to have Directors with experience as executives, directors, consultants, professionals or other capacities in the retail industry. |
· | Marketing experience. As a retailer, marketing is critical to our success. Therefore, marketing expertise is very important to us. |
· | Real estate experience. As of the end of our 2011 Fiscal Year (January 28, 2012), we operated 813 stores in 40 states. In addition to opening new stores, the Company has continued to invest in the expansion, relocation and remodeling of its existing stores. Therefore, real estate expertise is very important to us. |
· | Strategic planning. As a retailer, strategic planning is critical to our success. Therefore, extensive experience in strategic planning as a result of various executive leadership roles is very important to us. |
Name | Age | Positions Currently Held | ||
Alan J. Barocas | Director, Chairman of the Corporate Governance and Nominating Committee | |||
Michael L. Glazer | Director | |||
Gabrielle E. Greene | 51 | Director | ||
Earl J. Hesterberg | 58 | Director, Chairman of the Compensation | ||
William J. Montgoris | Director, | |||
David Y. Schwartz | Director, Chairman of the Audit Committee | |||
Ralph P. Scozzafava | 53 | Director |
· | Leadership and Industry experience: current Senior Executive Vice President of a large public company engaged in commercial real estate (General Growth); former Senior Vice President of Real Estate of a large public company in the retail industry (GAP); twenty-five years of experience with a large public company in the retail industry (GAP) |
· | Real estate experience: more than thirty years of real estate experience, twenty-five of which were with a large public company in the retail industry (GAP) |
· | Leadership experience: current President and CEO of the Company; former President and CEO of a privately held company in the retail industry with 1,000 employees (Mattress Giant); former President and CEO of three public companies in the retail industry (KB Toys, Big Lots, Bombay) |
· | Industry experience: 37 years of experience in the retail industry |
· | Leadership and Audit Committee experience: Significant board experience; serves on the board of a public company in the retail sector (Whole Foods); served on the board of another public company (Bright Horizons); significant Audit Committee experience, having served on that committee for the entirety of her board service at Bright Horizons; serves on the Audit Committee of Whole Foods and has chaired that committee for the past three years |
· | Finance experience: Extensive financial experience; former CFO of two companies, one in the retail industry (Gluecode Software) and one in the service industry (Crown Services); extensive experience in finance and investment analysis as a private equity investor |
· | Leadership experience: current President, CEO and a Director of a NYSE company in the automotive retail industry with 8,400 employees (Group I Automotive); former Executive Vice President and corporate officer of a NYSE listed global automotive manufacturer (Ford Motor) |
· | Industry and Marketing experience: 37 years of sales, marketing and service experience in the automotive retail industry |
· | Leadership, Industry and Committee experience: former COO of a leading global investment banking, securities trading and brokerage firm (Bear Stearns); member of the Audit Committee of a large public company that is the largest branded marketer in the United States of apparel exclusively for babies and young children (Carter’s); member of the Audit and Compensation Committees of a large public company that is a leader in both business-to-business and retail office products distribution (OfficeMax) |
· | Finance experience: accounting background; Certified Public Accountant; former CFO of a leading global investment banking, securities trading and brokerage firm (Bear Stearns) |
· | Leadership, Industry and Audit Committee experience: member of the Board of Directors of two large companies in the retail industry (Walgreen, Foot Locker); Chairman of the Audit Committee of a public company in the retail industry (Walgreen) and former Chairman of the Audit Committee of a private company in the wholesale distribution industry; Chairman of the Finance and Strategic Planning Committee of a large public company in the retail industry (Foot Locker) |
· | Finance experience: Certified Public Accountant; former partner with Arthur Andersen (partner in charge of Retail Industry Program and Managing Partner of the Chicago office’s Attest and Business Consulting Practice) |
· | Leadership experience: current CEO and Chairman of the Board of a NYSE company that ranks as one of the top United States makers of residential furniture (Furniture Brands) |
· | Strategic planning: strong background in operations and consumer goods, with extensive experience in strategic planning through various executive leadership roles (Furniture Brands, Wrigley, Campbell Soup) |
· | The Audit Committee has primary responsibility for financial oversight. In that regard, the Audit Committee’s purpose is to assist in the Board’s oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the Company’s independent auditor’s qualifications, independence and work, and (iv) the performance of the Company’s internal audit function and independent auditors. The Audit Committee acts independently as authorized and assists the Board in fulfilling its oversight responsibilities by reviewing certain financial information that is provided to the Board and others, the internal control structure, the audit process, and the adherence to applicable laws and regulations. Considering the size and complexity of the Company, the Committee must apply reasonable materiality standards to all of its activities. In addition, the Audit Committee has certain responsibilities with respect to our compliance program. For additional information, please see “Information Relating to the Board of Directors and Committees—Audit Committee” on page 11 of this Proxy Statement and “Item 4—Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2012—Audit Committee Report” on page 68 of this Proxy Statement. |
· | The Compensation Committee considers the risks associated with our compensation policies and practices for all employees, including non-executive officers, to ensure that they do not create risks that are reasonably likely to have a material adverse affect on the Company. For additional information, please see “Information Relating to the Board of Directors and Committees—Compensation Committee” on page 11 of this Proxy Statement. |
· | The Corporate Governance and Nominating Committee assists the Board in fulfilling its corporate governance and oversight responsibilities by reviewing corporate governance issues that may be brought before the Board, by exercising oversight over the Company’s Corporate Governance Guidelines, by recommending qualified individuals for nomination as Directors and reviewing their performance, and by reviewing applicable laws and regulations related to corporate governance matters. For additional information, please see “Information Relating to the Board of Directors and Committees—Corporate Governance and Nominating Committee” on page 9 of this Proxy Statement. |
· | The Board is kept abreast of its Committees' risk oversight and other activities via reports of each Committee Chairman to the full Board. These reports are presented at every regular Board meeting and include discussions of Committee agenda topics, including matters involving risk oversight. |
· | Members of management who supervise the day-to-day risk management responsibilities periodically provide reports to the Board as a whole and to the Committees if requested. |
Director | Board | Corporate Governance and Nominating Committee | Audit Committee | Compensation Committee |
Mr. Barocas (I) | X | X(C) | X | X |
Mr. Glazer (1) | X | |||
Ms. Greene (I) | X | X | X (ACFE) | |
Mr. Hesterberg (I) | X | X | X (C) | |
Mr. Montgoris (I) | X (C) | X (ACFE) | ||
Mr. Schwartz (I) | X | X | X (C)(ACFE) | |
Mr. Scozzafava (I) | X | X | X |
(I) | The Director is an Independent Director. |
(C) | The Director is the Chairman. |
(ACFE) | The Director is an Audit Committee Financial Expert. |
(1) | Mr. Glazer was the Chairman of the Corporate Governance and Nominating Committee and a member of the Compensation Committee during all of Fiscal 2011 and until March 28, 2012, at which time he became employed by the Company as our President and Chief Executive Officer on an interim basis. Since as an employee he is no longer deemed to be independent, as that term is defined by the NYSE and our Corporate Governance Guidelines, Mr. Glazer resigned from the Corporate Governance and Nominating Committee and the Compensation Committee effective March 28, 2012. |
Name and Address | Number of Shares Beneficially Owned | Percent of Class | ||||||
Dimensional Fund Advisors LP | 3,406,181 | 9.0 | % (1) | |||||
Palisades West, Building One | ||||||||
6300 Bee Cave Road | ||||||||
Austin, TX 78746 | ||||||||
Wellington Management Company, LLP | 3,273,303 | 8.6 | %(2) | |||||
75 State Street | ||||||||
Boston, MA 02109 | ||||||||
Barclays Global Investors, NA | 2,760,414 | 7.3 | %(3) | |||||
400 Howard Street | ||||||||
San Francisco, CA 94105 | ||||||||
Keeley Asset Management Corp. | 2,251,220 | 5.9 | %(4) | |||||
401 South LaSalle Street | ||||||||
Chicago, IL 60605 |
Name and Address | Number of Shares Beneficially Owned | Percent of Class | |||
Wellington Management Company, LLP | 4,189,910 | 13.77% | (1) | ||
280 Congress Street | |||||
Boston, MA 02210 | |||||
Dimensional Fund Advisors LP | 2,976,873 | 9.78% | (2) | ||
Palisades West, Building One | |||||
6300 Bee Cave Road | |||||
Austin, TX 78746 | |||||
BlackRock, Inc. | 2,370,171 | 7.79% | (3) | ||
40 East 52nd Street | |||||
New York, NY 10022 | |||||
Advisory Research, Inc. | 2,274,405 | 7.47% | (4) | ||
180 N. Stetson | |||||
Chicago, IL 60601 | |||||
The Vanguard Group, Inc. | 1,802,585 | 5.92% | (5) | ||
100 Vanguard Blvd. | |||||
Malvern, PA 19355 | |||||
Columbia Management Investment Advisers, LLC | 1,658,199 | 5.45% | (6) | ||
225 Franklin St. | |||||
Boston, MA 02110 |
(1) | The information is based on the Schedule 13G/A filed with the SEC on February 14, 2012 by Wellington Management Company, LLP reporting on beneficial ownership as of December 31, 2011. According to the filing, the reporting person has shared voting power with respect to 3,093,435 shares and shared investment power with respect to 4,189,910 shares. |
(2) | The information is based on the Schedule |
(3) | The information is based on the Schedule |
(4) | The information is based on the Schedule 13G filed with the |
respect to |
(5) | The information is based on the Schedule 13G/A filed with the SEC on February 8, 2012 by The Vanguard Group, Inc. reporting on beneficial ownership as of December 31, 2011. According to the filing, the reporting person has sole voting power with respect to 48,239 shares, sole investment power with respect to 1,754,346 shares and shared investment power with respect to 48,239 shares. |
(6) | The information is based on the Schedule 13G filed with the SEC on February 13, 2012 by Ameriprise Financial, Inc. reporting on beneficial ownership as of December 31, 2011. According to the filing, the reporting person has shared voting power with respect to 977,410 shares and shared investment power with respect to 1,658,199 shares. Columbia Management Investment Advisers, LLC is a wholly-owned subsidiary of Ameriprise Financial, Inc. |
Name | Common Stock | Restricted Stock (1) | Stock Options Exercisable Within 60 Days | Deferred Stock Units (2) | Percent of Class | |||||||||||||||
James R. Scarborough | 75,700 | - | 666,647 | - | 1.9 | % | ||||||||||||||
Andrew T. Hall | 66,791 | 30,000 | 159,000 | - | (3 | ) | ||||||||||||||
Edward J. Record | 18,522 | 20,000 | 61,250 | - | (3 | ) | ||||||||||||||
Cynthia S. Murray | 23,377 | - | 148,040 | - | (3 | ) | ||||||||||||||
Ernest R. Cruse | 8,789 | - | 46,551 | - | (3 | ) | ||||||||||||||
Ronald D. Lucas | 34,100 | - | 179,764 | - | (3 | ) | ||||||||||||||
Dennis E. Abramczyk | 924 | - | 50,928 | - | (3 | ) | ||||||||||||||
Alan J. Barocas | 3,584 | 14,267 | - | - | (3 | ) | ||||||||||||||
Michael L. Glazer | 62,349 | 18,206 | 16,875 | - | (3 | ) | ||||||||||||||
John T. Mentzer | 15,350 | 18,206 | 61,873 | 3,178 | (3 | ) | ||||||||||||||
William J. Montgoris | 2,958 | 18,206 | 50,625 | - | (3 | ) | ||||||||||||||
Sharon B. Mosse | - | 18,206 | 50,625 | 9,354 | (3 | ) | ||||||||||||||
David Y. Schwartz | - | 7,582 | 2,564 | 6,064 | (3 | ) | ||||||||||||||
All Directors and Executive Officers as a group (19 persons) | 333,585 | 174,673 | 1,621,476 | 18,596 | 5.4 | % |
Name | Common Stock | Restricted Stock (1) | Stock Options/SARS Exercisable Within 60 Days | Deferred Stock Units (2) | Percent of Class | ||||||
Andrew T. Hall (3) | 133,495 | 86,000 | 503,125 | - | 2.3 | % | |||||
Oded Shein | 864 | 21,725 | - | - | (4) | ||||||
Richard A. Maloney (5) | 22,065 | 66,700 | 147,500 | - | (4) | ||||||
Edward J. Record | 61,312 | 70,775 | 234,312 | - | 1.2 | % | |||||
Steven L. Hunter | 7,882 | 20,966 | 37,462 | - | (4) | ||||||
Alan J. Barocas | 34,649 | 14,908 | - | - | (4) | ||||||
Michael L. Glazer | 88,853 | (6) | 14,908 | 16,875 | - | (4) | |||||
Gabrielle E. Greene | 1,021 | 10,042 | - | - | (4) | ||||||
Earl J. Hesterberg | 6,152 | 10,433 | - | - | (4) | ||||||
William J. Montgoris | 32,762 | 14,908 | 50,625 | - | (4) | ||||||
David Y. Schwartz | 16,480 | 14,908 | 10,258 | 11,015 | (4) | ||||||
Ralph P. Scozzafava | - | 3,412 | - | - | (4) | ||||||
All Directors and Executive Officers as a group (15 persons) | 466,126 | 415,264 | 1,102,569 | 11,015 | 6.2 | % |
(1) | Reflects unvested Restricted |
(2) |
(3) | Stock ownership for Mr. Hall reflects direct holdings as of March 28, 2012, the date of his resignation as President, Chief Executive Officer and a Director of the Company, along with restricted stock and SARs exercisable within 60 days of such date. |
Ownership is less than one percent of our outstanding common stock. |
(5) |
(6) | All shares are pledged as security in a margin account. |
· |
· | held, directly or indirectly, by the employee or director. |
· |
· |
(i) | pay any money to a “Related Party,” or |
(ii) | assign or lease any property belonging to any of the Companies to a Related Party, or |
(iii) | allow any Related Party to use any property belonging to any of the Companies, |
if the aggregate fair market value of any monies paid to the Related Party and the property assigned or leased to or used by the Related Party exceeds Five Thousand Dollars ($5,000), without the express, prior, written approval of the Company’s Board of Directors. The term “Related Party” includes: |
(i) | any person who is an officer or director of any of the Companies (each, an “Insider”); and |
(ii) | any person who is a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of a director, executive officer or nominee for director, and any person (other than a tenant or employee) sharing the household of such director, executive officer or nominee for director (each, an “Immediate Family Member”); and |
(iii) | any entity for which an Insider or Immediate Family Member is an attorney, broker, commissioned sales agent, director, manager, officer, partner or profits participant; and |
(iv) | any entity in which an Insider or Immediate Family Member has beneficial ownership of five percent (5%) or more of the voting securities of the entity. |
Other Material Transactions. No officer, director, or employee of the Company or any of its affiliate or subsidiary companies (collectively, the “Companies”) shall enter into any agreement, arrangement or contract with any person or entity or authorize any transaction which the Company may be required to |
disclose to the Securities and Exchange Commission unless the agreement, arrangement, contract or transaction previously has been approved by the Company’s Board of Directors. |
· | The Company opened 37 new stores and had a net increase of 27 stores, growing from 786 stores in 39 states to 813 stores in 40 states. |
· | In November 2011, the Company launched Steele’s, its new off-price concept for small town America. |
· | In its first full year, the Company’s eCommerce platform produced sales of $8.6 million. |
· | Total sales for the year increased 2.8% to $1,512 million and comparable store sales increased 0.5%. |
· | On March 8, 2011, the Company announced that the Board approved a Stock Repurchase Program which authorizes the Company to repurchase up to $200.0 million of its outstanding common stock from time to time, either on the open market or through privately negotiated transactions (the “2011 Stock Repurchase Program”). Our strong balance sheet and cash flow allowed the Company to repurchase approximately 6.1 million shares for approximately $100.0 million under the 2011 Stock Repurchase Program.In addition, the Company repurchased 0.7 million shares for approximately $10 million using funds made available from the exercise of employee stock options and SARs. |
· | For the one-year period ending January 28, 2012, the Company had a total shareholder return (“TSR”) of 4.1%, including the reinvestment of dividends. Over the three-year period ending January 28, 2012, annualized TSR was 127.1%, including the reinvestment of dividends. |
· | Base salaries. Based on the Fiscal 2010 performance of the Company and competitive market data, base salary increases were granted effective April 1, 2011 as follows: |
o | Mr. Hall’s base salary was increased from $800,000 to $850,000, a 6.25% increase. Based on the competitive analysis conducted by Hay Group, his salary remained at the lower end of the Peer Group. |
o | Mr. Maloney’s base salary was increased from $550,000 to $561,000, a 2% increase. |
o | Mr. Record’s base salary was increased from $550,000 to $572,000, a 4% increase. |
o | Mr. Hunter’s base salary was increased from $375,000 to $400,000, a 6.67% increase. |
· | Annual incentives. Our annual Senior Executive Incentive Bonus Plan balances Company profitability, as expressed in Pre-Tax Earnings, with relative revenue growth performance, measured in Comparable Store Sales versus the Performance Group. |
o | For Fiscal 2011, Pre-Tax Earnings (two-thirds of award opportunity) had to be at least $71.2 million, an improvement of 20.9% over 2010, for the target payout to be earned. The Comparable Store Sales component (one-third of award opportunity) pays at the target level if performance equals the median of the Performance Group. |
o | Actual performance for Fiscal 2011 was as follows: Pre-Tax Earnings of $47.3 million and 0.5% increase in Comparable Store Sales. Based on this performance, no annual incentive bonuses were paid to any of our Named Executive Officers for Fiscal 2011. |
· | Long-term incentives. The Company’s long-term incentive program uses stock appreciation rights (SARs), Performance Shares and Restricted Stock to reward sustained, multi-year performance. |
o | Executives only recognize value from SARs grants if the stock price appreciates from the grant date through the time of exercise. SARs generally vest pro rata over a four-year period. |
o | Performance Shares measure Company total shareholder return over a three-year period versus the Performance Group. For the 2008-2010 performance cycle (paid in 2011), 114.3% of the target number of shares was earned. For the 2009-2011 performance cycle (paid in 2012), 37.5% of the target number of shares was earned. |
o | Restricted Stock has been used from time-to-time, typically for promotions and new hires. In the past Restricted Stock grants generally cliff vested at the end of three years. However, beginning with grants in Fiscal 2011 and subject to the discretion of the Board, Restricted Stock will generally vest over a four year period (i.e., 25% per year). |
o | Beginning in Fiscal 2012, the long-term incentive awards will consist primarily of Performance Shares and Restricted Stock. Use of SARs will be discontinued except in extraordinary circumstances. |
· | Ownership Guidelines. We have a Stock Ownership and Retention Policy for Senior Management. |
· | No Hedging. We have an Anti-Hedging Policy. |
· | No Gross-Ups. Our Named Executive Officers are not entitled to gross-up payments with respect to their compensation. |
· | Limited Perquisites. The compensation philosophy for our executive officers is more heavily weighted toward annual and long-term performance-based compensation than toward benefits and perquisites. |
· | Clawback Policy. We have a Compensation Recovery Policy (a “Clawback Policy”) for our executive officers. |
· | New Performance Group. Our Board adopted a new Performance Group for our 2012 fiscal year to measure our relative performance with respect to comparable store sales for purposes of the Senior |
Executive Incentive Bonus Plan and our total shareholder return for the purpose of awarding Performance Shares. |
· | Results of 2011 Say-on-Pay Vote. At the 2011 Annual Meeting of Shareholders, approximately 97% of the votes cast by the shareholders voted, on an advisory basis, to approve the compensation paid to our Named Executive Officers in Fiscal 2010. |
· |
· | our Chief Financial |
· |
Executive | Title |
Andrew T. Hall | President and Chief Executive Officer |
Oded Shein | Executive Vice President, Chief Financial Officer |
Richard A. Maloney | Chief Merchandising Officer |
Edward J. Record | Chief Operating Officer |
Steven L. Hunter | Executive Vice President, Chief Information Officer |
· | to enable us to recruit, motivate and retain the executive talent required to successfully manage and grow our business and to achieve our short and long-term business objectives; |
· | to maximize the long-term commitment of our executive officers to our success by providing compensation elements that align their interests and our shareholders in that the compensation elements are directly related to our stock performance and other financial metrics that the Committee believes influence the creation of long-term shareholder value; |
· | to reward our executive officers upon the achievement of short-term and long-term business objectives and enhanced shareholder |
· | to position our compensation packages competitively within our Peer Group. |
· | Compensation arrangements shall emphasize pay-for-performance and encourage retention of those executive officers who enhance our performance; |
· | Compensation arrangements shall maintain an appropriate balance between base salary and annual and long-term incentive compensation; |
· | Cash incentive compensation plans for our executive officers shall link pay to achievement of goals set in advance by the Committee; |
· | The Committee shall set annual and long-term performance goals for our |
· | Compensation arrangements shall align the interests of our executive officers |
· | In the event minimum thresholds for annual and long-term performance goals are not met, incentive compensation related to those goals shall not be paid; |
· | It is the policy of our Board that we should not reprice or swap stock options granted to our executive officers, Directors and employees without shareholder |
· | The Committee shall meet at least once each year in executive session, without our |
· | Our |
· | The compensation of our |
· | In approving compensation, the recent compensation history of the executive officer, including special or unusual compensation payments, and all forms of compensation to which the executive officer may be entitled, shall be taken into consideration using tally sheets or other comparable tools the Committee deems appropriate. |
· | U.S. based, publicly traded companies in the retail industry; |
· |
· |
· |
· | Abercrombie & Fitch Co. | ·Chico’s FAS, Inc. | ·New York & | ||
· | American Eagle Outfitters, Inc. | · | |||
The Children’s Place Retail Stores, Inc. | ·Pacific Sunwear of California, Inc. | ||||
·Ann Inc. | ·Christopher & | ·Stein Mart, Inc. | |||
·Ascena Retail Group, Inc. | ·Collective Brands, Inc. | ·The Talbots, Inc. | |||
·The Cato Corporation | ·Hot Topic, Inc. | ·Urban Outfitters, Inc. | |||
·Charming Shoppes, Inc. | ·The Men’s Wearhouse, Inc. |
·Abercrombie & Fitch Co. | ·The Children’s Place Retail Stores, Inc. | ·Limited Brands, Inc. |
·Aeropostale, Inc. | ·Collective Brands, Inc. | ·The Men’s Wearhouse, Inc. |
·American Eagle Outfitters, Inc. | ·Dillard’s, Inc. | ·Nordstrom, Inc. |
·Ann Inc. | ·Foot Locker, Inc. | ·Ross Stores, Inc. |
·Ascena Retail Group, Inc. | ·The Gap. Inc. | ·SAKS Incorporated |
·The Buckle, Inc. | ·Genesco, Inc. | ·Signet Jewelers Limited |
·The Cato Corporation | ·Guess?, Inc. | ·The TJX Companies, Inc. |
·Chico’s FAS, Inc. | ·Kohl’s Corporation | ·Urban Outfitters, Inc. |
Apparel Stores | |||||
Dillard’s, Inc. | Abercrombie & Fitch Co. | Collective Brands, Inc. | |||
Aeropostale, Inc. | Foot Locker, Inc. | ||||
Kohl’s Corporation | American Eagle Outfitters, Inc. | The Gap Inc. | |||
Macy’s, Inc. | Ann Inc. | Genesco, Inc. | |||
Nordstrom, Inc. | Ascena Retail Group, Inc. | Limited Brands, Inc. | |||
SAKS Incorporated | |||||
The | |||||
Sears Holdings Corporation | |||||
The Cato Corporation | Ross Stores, Inc. | ||||
The TJX Companies, Inc. | |||||
Urban Outfitters, |
· | Base salary, perquisites and other benefits, which are designed to attract and retain executives over time; |
· | Annual incentive (bonus) compensation, which is designed to focus executives on the business objectives established by our Board for a particular year; |
· | Long-term |
· | Termination and change in control compensation and benefits, which are designed to facilitate our ability to attract and retain executives as we compete for talented employees in a marketplace where those types of compensatory protections are commonly offered. Termination compensation and benefits are designed to ease an employee’s transition due to an unexpected employment termination, while change in control compensation and benefits are designed to encourage employees to remain focused on our business in the event of rumored or actual fundamental corporate changes. |
Parameter | Weight | |||
Company Pre-Tax Earnings Relative to Target | ||||
Comparable Store Sales Relative to Performance Group |
· |
· |
· |
· |
· |
· |
· |
· |
· |
Executive | 2010 Base Salary | 2011 Base Salary | Base Salary Increase |
Mr. Hall | $800,000 | $850,000 | 6.25% |
Mr. Shein | $350,000 | $350,000 | (1) |
Mr. Maloney | $550,000 | $561,000 | 2.00% |
Mr. Record | $550,000 | $572,000 | 4.00% |
Mr. Hunter | $375,000 | $400,000 | 6.67% |
(1) | As Mr. Shein joined the Company on January 10, 2011, his base salary was not adjusted. |
Executive/Title | 2007 Base Salary | 2008 Base Salary | Base Salary Increase | |||||||||
James Scarborough CEO (1) | $ | 1,000,000 | $ | 1,000,000 | 0 | % | ||||||
Andrew Hall President and COO (1) | $ | 650,000 | $ | 650,000 | 0 | % | ||||||
Edward Record EVP and CFO | $ | 460,000 | $ | 460,000 | 0 | % | ||||||
Dennis Abramczyk EVP, COO Peebles Division | $ | 430,000 | $ | 430,000 | 0 | % | ||||||
Cynthia Murray EVP, Chief Merchandising Officer Stage Division | $ | 450,000 | $ | 450,000 | 0 | % | ||||||
Ernest Cruse EVP, Store Operations | $ | 375,000 | $ | 375,000 | 0 | % | ||||||
Ronald Lucas EVP, Human Resources | $ | 345,000 | $ | 345,000 | 0 | % |
Executive | Award | % of Base Salary | % of Target Award | |||||||||
Mr. Scarborough | $ | 175,000 | 17.50 | % | 17.5 | % | ||||||
Mr. Hall | $ | 79,625 | 12.25 | % | 17.5 | % | ||||||
Mr. Record | $ | 52,325 | 11.38 | % | 17.5 | % | ||||||
Ms. Murray | $ | 65,565 | 14.57 | % | 24.3 | % | ||||||
Mr. Cruse | $ | 32,813 | 8.75 | % | 17.5 | % | ||||||
Mr. Lucas | $ | 30,188 | 8.75 | % | 17.5 | % |
Pre-Tax Earnings | |||||
Target bonus amount will be paid by achieving Pre-Tax Earnings at the Financial Plan level. | $ | 90,800,000 | Financial Plan | ||
Maximum bonus amount (2 times Target) will be paid by achieving Pre-Tax Earnings at 115% of the Financial Plan. | $ | 104,420,000 | 15% Above Plan | ||
Threshold* bonus amount (1/4 of target) will be paid by achieving Pre-Tax Earnings at 85% of the Financial Plan. | $ | 77,180,000 | 15% Below Plan |
Fiscal 2011 Pre-Tax Earnings | ||
Target bonus amount will be paid by achieving Fiscal 2011 Pre-Tax Earnings at an increase of 20.9% vs. actual Fiscal 2010 Pre-Tax Earnings. | $71,200,000 | Target Level |
Maximum bonus amount will be paid at 2 times Target by achieving Fiscal 2011 Pre-Tax Earnings at 117% of Target Level, an increase of 41.4% vs. actual Fiscal 2010 Pre-Tax Earnings. | $83,300,000 | 17% Above Target |
Minimum (Threshold) bonus amount will be paid at ¼ of Target at Fiscal 2011 Pre-Tax Earnings of 83% of Target Level, an increase of 0.4% vs. actual Fiscal 2010 Pre-Tax Earnings. | $59,100,00 | 17% Below Target |
Target amount will be paid if our ranking for total year-end comparable store sales change is at the fiftieth percentile (or middle mark) among our Performance Group. |
Maximum amount (2 times Target) will be paid if our ranking of total year-end comparable store sales change is at the one-hundredth percentile (or highest rank) among our Performance Group. |
Threshold bonus amount (1/4 of Target) will be paid if our ranking of total year-end comparable store sales change is at the twenty-fifth percentile among our Performance Group. |
Executive | Title | Base Salary | Bonus Range % (1) (Threshold-Target-Max) | Bonus Range (2) Threshold - Target - Max | ||||||||||
Mr. Scarborough | Chairman & CEO | $ | 1,000,000 | 25% - 100% - 200 | % | $ | 250,000 - $1,000,000 - $2,000,000 | |||||||
Mr. Hall (3) | President & COO | $ | 650,000 | 17.5% - 70% - 140 | % | $ | 105,635 - $455,000 - $910,000 | |||||||
Mr. Record | EVP, CFO | $ | 460,000 | 16.25% - 65% - 130 | % | $ | 74,750 - $299,000 – $598,000 | |||||||
Mr. Abramczyk | EVP, COO – Peebles | $ | 430,000 | 15% - 60% - 120 | % | $ | 64,500 - $258,000 - $516,000 | |||||||
Ms. Murray | EVP, CMO – Stage | $ | 450,000 | 15% - 60% - 120 | % | $ | 65,500 - $270,000 – $540,000 | |||||||
Mr. Cruse | EVP, Store Operations | $ | 375,000 | 12.5% - 50% - 100 | % | $ | 46,875 - $187,500 – $375,000 | |||||||
Mr. Lucas | EVP, Human Resources | $ | 345,000 | 12.5% - 50% - 100 | % | $ | 43,125 - $172,500 – $345,000 |
Executive | Base Salary($) | Bonus Range % (1) (Threshold/Target/Maximum) | Bonus Range $ (2) (Threshold/Target/Maximum) | ||||||||
Mr. Hall | 850,000 | 25-100-200 | 212,500-850,000-1,700,000 | ||||||||
Mr. Shein | 350,000 | 12.5-50-100 | 43,750-175,000-350,000 | ||||||||
Mr. Maloney | 561,000 | 17.5-70-140 | 98,175-392,700-785,400 | ||||||||
Mr. Record | 572,000 | 17.5-70-140 | 100,100-400,400-800,800 | ||||||||
Mr. Hunter | 400,000 | 12.5-50-100 | 50,000-200,000-400,000 |
(1) | Percentage of base salary. |
(2) |
Executive | Performance Shares (1) | SARS (2) | |||
Mr. Scarborough (3) | None | None | |||
Mr. Hall | 26,000 | 86,000 | |||
Mr. Record | 15,000 | 45,000 | |||
Mr. Abramczyk | None | None | |||
Ms. Murray | 12,000 | 36,000 | |||
Mr. Cruse | 10,000 | 30,000 | |||
Mr. Lucas | 6,000 | 18,000 |
Executive | Target Performance Shares (1) | SARs (2) | Restricted Stock (3) |
Mr. Hall | 22,500 | 68,500 | 36,000 |
Mr. Shein | 2,900 | 0 | 4,700 |
Mr. Maloney | 7,250 | 22,250 | 11,700 |
Mr. Record | 7,250 | 22,250 | 11,700 |
Mr. Hunter | 2,900 | 8,850 | 10,008 |
(1) | The Performance Shares cliff vest after a three-year measurement performance cycle (the “Performance Cycle”) which began on the first |
Percentile Ranking of Performance Group | Performance Shares Earned * |
100% | 200% |
75% | 150% |
50% | 100% |
25% | 25% |
< 25% | 0% |
* As a percentage of Target Performance Shares shown in the 2011 LTI Awards table above. |
(2) | The SARs have a grant price of |
(3) | In general, the Restricted Stock will vest on a pro rata basis over four years (i.e., 25% per year). However, 5,308 shares of the Restricted Stock granted Mr. Hunter will cliff vest in three years (i.e., on March 29, 2014). |
Target Shares | Performance | Payout | |||
Executive (1) | Target # Shares | Target $ Shares | Attainment | # Shares Earned | $ Shares Earned |
Mr. Hall | 26,000 | $486,720 | 114.3% | 29,718 | $556,321 |
Mr. Record | 15,000 | $280,800 | 114.3% | 17,145 | $320,954 |
(1) | Messrs. Shein, Maloney and Hunter were not employed by the Company at the beginning of the 2008 Performance Cycle; therefore, they were not entitled to receive Performance Shares as a result of the completion of the 2008 Performance Cycle. |
· | total sales for the year increased 2.8% to $1,512 million and comparable store sales increased 0.5%; |
· | fiscal 2011 earnings were $31.0 million compared to $37.6 million in Fiscal 2010; |
· | SG&A expenses achieved a 50 basis point improvement in rate while operating 27 net additional stores; |
· | sales productivity by square footage increased and the net number of stores increased by 27 from 786 in 39 states to 813 in 40 states; |
· | the Company’s eCommerce sales grew from $0.4 million in Fiscal 2010 to $8.6 million; and |
· | the Company successfully launched Steele’s by opening 3 stores in 2 states. |
Executive | 2011 Base Salary | 2012 Base Salary | Base Salary Increase |
Mr. Glazer (1) | N/A | $850,000 | N/A |
Mr. Shein | $350,000 | $355,000 | 1.43% |
Mr. Record | $572,000 | $585,000 | 2.27% |
Mr. Hunter | $400,000 | $405,000 | 1.25% |
(1) | Although he is not a Named Executive Officer in this Proxy Statement, as our President and Chief Executive Officer, Mr. Glazer’s base salary will be $850,000, which was Mr. Hall’s base salary at the time of his resignation. |
Executive | Performance Shares (1) | Restricted Stock (2) |
Mr. Shein | 10,000 | 8,200 |
Mr. Record | 20,800 | 17,000 |
Mr. Hunter | 8,300 | 6,800 |
(1) | The Performance Shares cliff vest after a three-year measurement performance cycle (the “Performance Cycle”) which began on the first day of the Company’s 2012 Fiscal Year (January 29, 2012) and ends on the last day of the Company’s 2014 Fiscal Year (January 31, 2015). The number of Performance Shares earned will be based on the Company’s total shareholder return relative to the Fiscal 2012 Performance Group. The number of shares reflected in the table above are the “Target Shares”, which means the number of shares of the Company’s common stock the Named Executive Officer will earn (and receive) at the end of the Performance Cycle if the Company’s results are in the middle (fiftieth percentile) of the Fiscal 2012 Performance Group. |
(2) | The Restricted Stock will vest on a pro-rata basis over four years (i.e., 25% per year). |
· | A Target Ownership Level for the CEO having a Value equal to three times his or her base salary; and |
· | A Target Ownership Level for all other Executive Vice Presidents or higher having a Value equal to one times his or her base salary. |
Named and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (#) | All Other Compensation ($) (5) | Total ($) | |||||||||||||||||||||||||
James R. Scarborough | 2008 | 753,267 | 500,000 | (7) | 306,704 | 161,617 | - | (81,800 | ) | 142,765 | 1,782,553 | |||||||||||||||||||||||
Chairman of the Board and | 2007 | 1,000,000 | 175,000 | 825,618 | 269,364 | - | 348,707 | 213,349 | 2,832,038 | |||||||||||||||||||||||||
Chief Executive Officer (6) | ||||||||||||||||||||||||||||||||||
Andrew T. Hall | 2008 | 675,000 | - | 547,321 | 439,258 | - | (70,936 | ) | 101,642 | 1,692,285 | ||||||||||||||||||||||||
President and | 2007 | 634,615 | 79,625 | 386,109 | 319,708 | - | 13,279 | 118,358 | 1,551,694 | |||||||||||||||||||||||||
Chief Executive Officer (6) | ||||||||||||||||||||||||||||||||||
Edward J. Record | 2008 | 460,000 | - | 297,146 | 201,219 | - | (66,905 | ) | 163,078 | 1,054,538 | ||||||||||||||||||||||||
Executive Vice President and | 2007 | 386,154 | 52,325 | 144,368 | 108,729 | - | (2,154 | ) | 119,599 | 809,021 | ||||||||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||||||||||
Cynthia S. Murray | 2008 | 450,000 | - | 206,669 | 209,529 | - | (105,266 | ) | 81,300 | 842,232 | ||||||||||||||||||||||||
Executive Vice President, | 2007 | 446,154 | 65,565 | 200,985 | 268,610 | - | 25,514 | 90,642 | 1,097,470 | |||||||||||||||||||||||||
Chief Merchandising Officer of Stage Division | ||||||||||||||||||||||||||||||||||
Ernest R. Cruse | 2008 | 375,000 | - | 179,212 | 112,589 | - | (223,669 | ) | 67,081 | 510,213 | ||||||||||||||||||||||||
Executive Vice President, | ||||||||||||||||||||||||||||||||||
Store Operations | ||||||||||||||||||||||||||||||||||
Ronald D. Lucas | 2008 | 345,000 | - | 112,000 | 63,517 | - | (537,494 | ) | 64,503 | 47,526 | ||||||||||||||||||||||||
Executive Vice President, | ||||||||||||||||||||||||||||||||||
Human Resources | ||||||||||||||||||||||||||||||||||
Dennis E. Abramczyk | 2008 | 509,384 | 200,000 | (8) | 100,349 | 51,873 | - | (816,003 | ) | 58,171 | 103,774 | |||||||||||||||||||||||
Executive Vice President, | 2007 | 430,000 | - | 121,230 | 86,203 | - | 165,842 | 79,230 | 882,505 | |||||||||||||||||||||||||
Chief Operating Officer of | ||||||||||||||||||||||||||||||||||
Peebles Division |
Named and Principal Position | Fiscal Year | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (5) | Total ($) | |||||||||||
Salary ($) | |||||||||||||||||||
Andrew T. Hall | 2011 | 841,346 | - | 2,207,765 | 595,265 | - | (3,519) | 175,667 | 3,816,524 | ||||||||||
President and | 2010 | 791,346 | - | 496,250 | 719,000 | 630,000 | 89,709 | 150,398 | 2,876,703 | ||||||||||
Chief Executive Officer | 2009 | 750,000 | - | 381,900 | 402,000 | 408,000 | 34,176 | 119,744 | 2,095,820 | ||||||||||
Oded Shein | 2011 | 350,000 | - | 161,309 | - | - | (1,086) | 142,365 | 652,588 | ||||||||||
Executive Vice President, | 2010 | 20,192 | (6) | 200,000 | 163,100 | 222,600 | - | (16) | 22,780 | 628,656 | |||||||||
Chief Financial Officer | |||||||||||||||||||
Richard A. Maloney | 2011 | 559,096 | - | 981,331 | 193,353 | - | 13 | 166,379 | 1,900,171 | ||||||||||
Chief Merchandising Officer | 2010 | 547,116 | (7) | - | 720,500 | 587,000 | 336,875 | 1 | 280,597 | 2,472,089 | |||||||||
2009 | 475,000 | - | 190,950 | 180,900 | 193,800 | 53 | 156,276 | 1,196,979 | |||||||||||
Edward J. Record | 2011 | 568,192 | - | 981,331 | 193,353 | - | (17,156) | 116,508 | 1,842,227 | ||||||||||
Chief Operating Officer | 2010 | 540,442 | (8) | - | 720,500 | 587,000 | 336,875 | 90,659 | 102,774 | 2,378,250 | |||||||||
2009 | 460,000 | - | 190,950 | 180,900 | 203,300 | 85,191 | 182,570 | 1,302,911 | |||||||||||
Steven L. Hunter | 2011 | 395,673 | - | 415,712 | 76,907 | - | 132 | 47,591 | 936,014 | ||||||||||
Executive Vice President, | 2010 | 372,116 | (9) | - | 119,100 | 129,420 | 164,063 | 2,117 | 37,325 | 824,141 | |||||||||
Chief Information Officer | |||||||||||||||||||
(1) |
(2) | The amounts shown in this column reflect the |
(3) | The amounts shown in this column reflect the |
Mr. Maloney forfeited his unvested SARs awards as of February 15, 2012. As a result of his resignation, Mr. Hall forfeited his unvested SARs awards as of April 12, 2012. |
(4) | Non-Equity Incentive Plan Compensation (performance based cash bonus) amounts include any amounts deferred under the Executive Deferred Compensation Plan. Amounts reflect performance based bonuses earned during the fiscal year covered (and paid during the subsequent fiscal year) |
(5) | All other compensation includes deferred compensation matching contributions, auto allowances, estate planning allowances, insurance premiums and other compensation, as set forth in the 2011 All Other Compensation Table below. |
(6) |
(7) |
(8) |
(9) | On February 26, 2010, Mr. Hunter was promoted to Executive Vice President, Chief Information Officer. Mr. Hunter had been serving as Senior Vice President, Chief Information Officer. In connection with his promotion, Mr. Hunter’s base salary was increased from $325,000 to $375,000. |
Name | Fiscal Year | Deferred Compensation Matching Contributions ($) | Auto Allowances ($) | Estate Planning Allowances ($) | Life Insurance Premiums ($) | Health Insurance Premiums ($) | Relocation Expense Reimburse- ments ($) | Tax Reimburse-ments ($) | Cell Phone Allowances ($) | Total ($) | ||||||||||
Andrew T. Hall | 2011 | 149,336 | 12,000 | 1,395 | 2,919 | 9,777 | - | - | 240 | 175,667 | ||||||||||
2010 | 122,233 | 12,000 | 2,078 | 3,105 | 9,422 | - | - | 1,560 | 150,398 | |||||||||||
2009 | 93,236 | 12,000 | 2,003 | 2,070 | 8,875 | - | - | 1,560 | 119,744 | |||||||||||
Oded Shein | 2011 | 37,038 | 12,000 | - | 2,446 | 8,757 | 52,190 | 29,934 | - | 142,365 | ||||||||||
2010 | 22,088 | 692 | - | - | - | - | - | - | 22,780 | |||||||||||
Richard A. Maloney | 2011 | 91,557 | 12,000 | 5,165 | 8,450 | 7,354 | 26,445 | 15,168 | 240 | 166,379 | ||||||||||
2010 | 76,164 | 12,000 | 6,500 | 8,041 | 7,168 | 137,117 | 32,047 | 1,560 | 280,597 | |||||||||||
2009 | 52,032 | 12,000 | 3,742 | 7,107 | 6,755 | 43,743 | 29,337 | 1,560 | 156,276 | |||||||||||
Edward J. Record | 2011 | 92,698 | 12,000 | 600 | 1,301 | 9,669 | - | - | 240 | 116,508 | ||||||||||
2010 | 77,284 | 12,000 | 1,298 | 1,210 | 9,422 | - | - | 1,560 | 102,774 | |||||||||||
2009 | 48,244 | 12,000 | 1,338 | 1,041 | 8,875 | 69,595 | 39,917 | 1,560 | 182,570 | |||||||||||
Steven L. Hunter | 2011 | 19,975 | 12,000 | 4,585 | 1,361 | 9,669 | - | - | - | 47,591 | ||||||||||
2010 | 12,094 | 11,769 | 3,292 | 1,105 | 9,065 | - | - | - | 37,325 |
Name | Fiscal Year | Deferred Compensation Matching Contributions ($) | Auto Allowances ($) | Estate Planning Allowances ($) | Life Insurance Premiums ($) | Health Insurance Premiums($) | Tax Reimburse-ments ($) | Other ($) | Total($) | |||||||||||||||||||||||||
James R. Scarborough | 2008 | 93,888 | 9,000 | 5,737 | 3,771 | 4,877 | 9,292 | 16,200 | 142,765 | |||||||||||||||||||||||||
2007 | 175,165 | 12,000 | 14,949 | 5,100 | 6,135 | - | - | 213,349 | ||||||||||||||||||||||||||
Andrew T. Hall | 2008 | 77,654 | 12,000 | - | 2,070 | 8,358 | - | 1,560 | (1) | 101,642 | ||||||||||||||||||||||||
2007 | 94,755 | 12,000 | - | 2,028 | 8,015 | - | 1,560 | (1) | 118,358 | |||||||||||||||||||||||||
Edward J. Record | 2008 | 53,424 | 12,000 | 2,006 | 1,036 | 8,358 | 30,871 | 55,383 | (2) | 163,078 | ||||||||||||||||||||||||
2007 | 40,049 | 8,769 | - | 506 | 4,430 | 20,052 | 45,793 | (2) | 119,599 | |||||||||||||||||||||||||
Cynthia S. Murray | 2008 | 53,393 | 12,000 | 7,197 | 2,346 | 6,364 | - | - | 81,300 | |||||||||||||||||||||||||
2007 | 67,212 | 12,000 | 3,158 | 2,137 | 6,135 | - | - | 90,642 | ||||||||||||||||||||||||||
Ernest R. Cruse | 2008 | 42,774 | 12,000 | 771 | 3,612 | 6,364 | - | 1,560 | (1) | 67,081 | ||||||||||||||||||||||||
Ronald D. Lucas | 2008 | 39,511 | 12,000 | - | 5,068 | 6,364 | - | 1,560 | (1) | 64,503 | ||||||||||||||||||||||||
Dennis E. Abramczyk | 2008 | 31,038 | 8,308 | 2,654 | 6,415 | 6,364 | 1,236 | 2,156 | 58,171 | |||||||||||||||||||||||||
2007 | 55,327 | 12,000 | - | 5,768 | 6,135 | - | - | 79,230 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Options Awards: Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (5) | ||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||
Andrew T. Hall | 212,500 | 850,000 | 1,700,000 | - | - | - | - | - | - | - | |||||||
3/29/2011 | - | - | - | 5,625 | 22,500 | 45,000 | - | - | - | 564,525 | |||||||
3/29/2011 | - | - | - | - | - | - | - | 68,500 | 18.84 | 595,265 | |||||||
3/29/2011 | - | - | - | - | - | - | 36,000 | - | - | 678,240 | |||||||
4/11/2011 | - | - | - | - | - | - | 50,000 | - | - | 965,000 | |||||||
Oded Shein | 43,750 | 175,000 | 350,000 | - | - | - | - | - | - | - | |||||||
3/29/2011 | - | - | - | 725 | 2,900 | 5,800 | - | - | - | 72,761 | |||||||
3/29/2011 | - | - | - | - | - | - | 4,700 | - | - | 88,548 | |||||||
Richard A. Maloney | 98,175 | 392,700 | 785,400 | - | - | - | - | - | - | - | |||||||
3/29/2011 | - | - | - | 1,813 | 7,250 | 14,500 | - | - | - | 181,903 | |||||||
3/29/2011 | - | - | - | - | - | - | - | 22,250 | 18.84 | 193,353 | |||||||
3/29/2011 | - | - | - | - | - | - | 11,700 | - | - | 220,428 | |||||||
4/11/2011 | - | - | - | - | - | - | 30,000 | - | - | 579,000 | |||||||
Edward J. Record | 100,100 | 400,400 | 800,800 | - | - | - | - | - | - | - | |||||||
3/29/2011 | - | - | - | 1,813 | 7,250 | 14,500 | - | - | - | 181,903 | |||||||
3/29/2011 | - | - | - | - | - | - | - | 22,250 | 18.84 | 193,353 | |||||||
3/29/2011 | - | - | - | - | - | - | 11,700 | - | - | 220,428 | |||||||
4/11/2011 | - | - | - | - | - | - | 30,000 | - | - | 579,000 | |||||||
Steven L. Hunter | 50,000 | 200,000 | 400,000 | - | - | - | - | - | - | - | |||||||
3/29/2011 | - | - | - | 725 | 2,900 | 5,800 | - | - | - | 72,761 | |||||||
3/29/2011 | - | - | - | - | - | - | - | 8,850 | 18.84 | 76,907 | |||||||
3/29/2011 | - | - | - | - | - | - | 10,008 | - | - | 188,551 | |||||||
4/11/2011 | - | - | - | - | - | - | 8,000 | - | - | 154,400 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Options Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($/Sh) | |||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||
James R. Scarborough | None | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
Andrew T. Hall | 3/28/2008 | - | - | - | 6,500 | 26,000 | 52,000 | - | - | - | - | |||||||||||||||||||||||||||||||
3/28/2008 | - | - | - | - | - | - | - | 86,000 | 15.87 | 5.09 | ||||||||||||||||||||||||||||||||
11/3/2008 | - | - | - | - | - | - | 30,000 | - | - | 7.07 | ||||||||||||||||||||||||||||||||
11/3/2008 | - | - | - | - | - | - | - | 100,000 | 7.07 | 2.19 | ||||||||||||||||||||||||||||||||
Edward J. Record | 3/28/2008 | - | - | - | 3,750 | 15,000 | 30,000 | - | - | - | - | |||||||||||||||||||||||||||||||
3/28/2008 | - | - | - | - | - | - | - | 45,000 | 15.87 | 5.09 | ||||||||||||||||||||||||||||||||
Cynthia S. Murray | 3/28/2008 | - | - | - | 3,000 | 12,000 | 24,000 | - | - | - | - | |||||||||||||||||||||||||||||||
3/28/2008 | - | - | - | - | - | - | - | 36,000 | 15.87 | 5.09 | ||||||||||||||||||||||||||||||||
Ernest R. Cruse | 3/28/2008 | - | - | - | 2,500 | 10,000 | 20,000 | - | - | - | - | |||||||||||||||||||||||||||||||
3/28/2008 | - | - | - | - | - | - | - | 30,000 | 15.87 | 5.09 | ||||||||||||||||||||||||||||||||
Ronald D. Lucas | 3/28/2008 | - | - | - | 1,500 | 6,000 | 12,000 | - | - | - | - | |||||||||||||||||||||||||||||||
3/28/2008 | - | - | - | - | - | - | - | 18,000 | 15.87 | 5.09 | ||||||||||||||||||||||||||||||||
Dennis E. Abramczyk | None | - | - | - | - | - | - | - | - | - | - |
(1) | Shown are the Threshold, Target and Maximum payouts for which each executive was eligible under our 2011 Senior Executive Incentive Bonus Plan (the “2011 Bonus Plan”). Amounts actually earned with respect to these awards are included in the 2011 Summary Compensation Table as Non-Equity Incentive Plan Compensation. Further detail regarding potential 2011 Bonus Plan awards can be found in “Establishment of 2011 Senior Executive Incentive Bonus Plan” beginning on page 31 and “2011 Bonus Plan Awards” on page 37 of this Proxy Statement. |
(2) | These columns reflect Performance Shares that vest over time in an amount depending on performance criteria. The Performance Shares will vest after a three-year Performance Cycle based on the Company’s total shareholder return relative to the Performance Group, as described in the CD&A. As a result of his resignation, Mr. Maloney forfeited his 2011 Performance Shares. As a result of his resignation, Mr. Hall forfeited his 2011 Performance Shares. |
The “Threshold” number of shares refers to the lowest number of shares of our common stock the Named Executive Officer can earn (and receive) at the end of the Performance Cycle if the results are at the twenty-fifth percentile of the Performance Group. Performance results below the |
The “Target” number of shares refers to the number of shares of our common stock the Named Executive Officer can earn (and receive) at the end of the Performance Cycle if the results are at the fiftieth percentile of the Performance Group. |
The |
(3) | This column reflects Restricted Stock. Restricted stock |
(4) | This column reflects SARs. The SARs vest ratably over a four-year period (i.e., 25% per year). As a result of his resignation, Mr. Maloney forfeited his unvested SARs awards as of February 15, 2012. As a result of his resignation, Mr. Hall forfeited his unvested SARs awards as of April 12, 2012. |
(5) | The grant date fair value of the performance-based awards reflected in this column (the “Performance Shares”) is the Target payout based on the probable outcome of the performance criteria, determined as of the grant date. As a result of his resignation, Mr. Maloney forfeited his 2011 Performance Shares. As a result of his resignation, Mr. Hall forfeited his 2011 Performance Shares. |
Options/SARs Awards | Stock Awards | |||||||||||||||||
Name | Number of Securities Underlying Unexercised Options/SARs Exercisable (#) | Number of Securities Underlying Unexercised Options/SARs Unexercisable (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options /SARs (#) | Option/ SARs Exercise Price ($/Sh) | Option/ SARs Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plans Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | |||||||||
Andrew T. Hall | 150,000 | - | - | 18.74 | 2/20/2013 | - | - | - | - | |||||||||
50,000 | - | - | 22.96 | 3/28/2014 | - | - | - | - | ||||||||||
64,500 | 21,500 | - | 15.87 | 3/28/2015 | - | - | - | - | ||||||||||
75,000 | 25,000 | - | 7.07 | 11/3/2015 | - | - | - | - | ||||||||||
50,000 | 50,000 | - | 9.77 | 3/27/2016 | - | - | - | - | ||||||||||
25,000 | 75,000 | - | 15.50 | 3/26/2017 | - | - | - | - | ||||||||||
- | 68,500 | - | 18.84 | 3/29/2018 | ||||||||||||||
- | - | - | - | - | 86,000 | 1,358,800 | 47,500 | 750,500 | ||||||||||
Oded Shein | - | 30,000 | - | 16.31 | 1/10/2018 | - | - | - | - | |||||||||
- | - | - | - | - | 14,700 | 232,260 | 2,900 | 45,820 | ||||||||||
Richard A. Maloney | 75,000 | 25,000 | - | 11.03 | 10/6/2015 | - | - | - | - | |||||||||
22,500 | 22,500 | - | 9.77 | 3/27/2016 | - | - | - | - | ||||||||||
25,000 | 75,000 | - | 12.94 | 2/15/2017 | - | - | - | - | ||||||||||
- | 22,250 | - | 18.84 | 3/29/2018 | - | - | - | - | ||||||||||
- | - | - | - | - | 66,700 | 1,053,860 | 27,250 | 430,550 | ||||||||||
Edward J. Record | 100,000 | - | - | 19.96 | 5/14/2014 | - | - | - | - | |||||||||
33,750 | 11,250 | - | 15.87 | 3/28/2015 | - | - | - | - | ||||||||||
22,500 | 22,500 | - | 9.77 | 3/27/2016 | - | - | - | - | ||||||||||
25,000 | 75,000 | - | 12.94 | 2/15/2017 | - | - | - | - | ||||||||||
- | 22,250 | - | 18.84 | 3/29/2018 | - | - | - | - | ||||||||||
- | - | - | - | - | 66,700 | 1,053,860 | 27,250 | 430,550 | ||||||||||
Steven L. Hunter | 11,250 | 3,750 | - | 13.26 | 6/2/2015 | - | - | - | - | |||||||||
7,500 | 7,500 | - | 9.77 | 3/27/2016 | - | - | - | - | ||||||||||
4,500 | 13,500 | - | 15.50 | 3/26/2017 | - | - | - | - | ||||||||||
- | 8,850 | - | 18.84 | 3/29/2018 | - | - | - | - | ||||||||||
- | - | - | - | - | 18,008 | 284,526 | 8,900 | 140,620 |
Options/SARs Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options/SARs Exercisable (#) | Number of Securities Underlying Unexercised Options/SARs Unexercisable (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options /SARs(#) | Option/ SARs Exercise Price ($) | Option/ SARs Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plans Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||
James R. Scarborough | 533,298 | - | - | 7.22 | 8/24/2011 | - | - | - | - | |||||||||||||||||||||||||||
70,912 | - | - | 17.01 | 3/30/2012 | - | - | - | - | ||||||||||||||||||||||||||||
41,625 | 41,625 | - | 19.18 | 3/17/2013 | - | - | - | - | ||||||||||||||||||||||||||||
Andrew T. Hall | 75,000 | 75,000 | - | 18.74 | 2/20/2013 | - | - | - | - | |||||||||||||||||||||||||||
12,500 | 37,500 | - | 22.96 | 3/28/2014 | - | - | - | - | ||||||||||||||||||||||||||||
- | 86,000 | - | 15.87 | 3/28/2015 | - | - | - | - | ||||||||||||||||||||||||||||
- | 100,000 | - | 7.07 | 11/3/2015 | - | - | - | - | ||||||||||||||||||||||||||||
- | - | - | - | - | 30,000 | 214,500 | 44,000 | 314,600 | ||||||||||||||||||||||||||||
Edward J. Record | 25,000 | 75,000 | - | 19.96 | 5/14/2017 | - | - | - | - | |||||||||||||||||||||||||||
- | 45,000 | - | 15.87 | 3/28/2015 | - | - | - | - | ||||||||||||||||||||||||||||
- | - | - | - | - | 20,000 | 143,000 | 15,000 | 107,250 | ||||||||||||||||||||||||||||
Cynthia S. Murray | 118,125 | - | - | 15.79 | 8/2/2014 | - | - | - | - | |||||||||||||||||||||||||||
12,415 | - | - | 17.01 | 3/30/2012 | - | - | - | - | ||||||||||||||||||||||||||||
11,250 | 11,250 | - | 19.18 | 3/17/2013 | - | - | - | - | ||||||||||||||||||||||||||||
6,250 | 18,750 | - | 22.96 | 3/28/2014 | - | - | - | - | ||||||||||||||||||||||||||||
- | 36,000 | - | 15.87 | 3/28/2015 | - | - | - | - | ||||||||||||||||||||||||||||
- | - | - | - | - | - | - | 21,000 | 150,150 | ||||||||||||||||||||||||||||
Ernest R. Cruse | 10,926 | - | - | 17.01 | 3/30/2012 | - | - | - | - | |||||||||||||||||||||||||||
11,250 | 11,250 | - | 19.18 | 3/17/2013 | - | - | - | - | ||||||||||||||||||||||||||||
5,625 | 16,875 | - | 22.96 | 3/28/2014 | - | - | - | - | ||||||||||||||||||||||||||||
- | 30,000 | - | 15.87 | 3/28/2015 | - | - | - | - | ||||||||||||||||||||||||||||
- | - | - | - | - | - | - | 17,500 | 125,125 | ||||||||||||||||||||||||||||
Ronald D. Lucas | 28,125 | - | - | 6.11 | 8/24/2011 | - | - | - | - | |||||||||||||||||||||||||||
9,375 | - | - | 6.67 | 8/24/2011 | - | - | - | - | ||||||||||||||||||||||||||||
112,500 | - | - | 7.22 | 8/24/2011 | - | - | - | - | ||||||||||||||||||||||||||||
10,264 | - | - | 17.01 | 3/30/2012 | - | - | - | - | ||||||||||||||||||||||||||||
6,000 | 6,000 | - | 19.18 | 3/17/2013 | - | - | - | - | ||||||||||||||||||||||||||||
3,000 | 9,000 | - | 22.96 | 3/28/2014 | - | - | - | - | ||||||||||||||||||||||||||||
- | 18,000 | - | 15.87 | 3/28/2015 | - | - | - | - | ||||||||||||||||||||||||||||
- | - | - | - | - | - | - | 10,500 | 75,075 | ||||||||||||||||||||||||||||
Dennis E. Abramczyk | 28,125 | - | - | 6.67 | 10/9/2009 | - | - | - | - | |||||||||||||||||||||||||||
28,125 | - | - | 7.22 | 10/9/2009 | - | - | - | - | ||||||||||||||||||||||||||||
10,428 | - | - | 17.01 | 10/9/2009 | - | - | - | - | ||||||||||||||||||||||||||||
11,250 | - | - | 19.18 | 10/9/2009 | - | - | - | - | ||||||||||||||||||||||||||||
5,000 | - | - | 22.96 | 10/9/2009 | - | - | - | - |
(1) |
Name | Number of | Vesting Date | ||||
Andrew T. Hall | ||||||
3/ | ||||||
3/ | ||||||
21,500 | 3/28/2012 | |||||
17,125 | 3/29/2012 | |||||
25,000 | 11/3/2012 | |||||
25,000 | 3/26/2013 | |||||
25,000 | 3/27/2013 | |||||
17,125 | 3/29/2013 | |||||
25,000 | 3/26/2014 | |||||
17,125 | 3/29/2014 | |||||
17,125 | 3/29/2015 | |||||
Oded Shein | 15,000 | 1/10/2013 | ||||
7,500 | 1/10/2014 | |||||
7,500 | 1/10/2015 | |||||
Richard A. Maloney | 25,000 | 2/15/2012 | ||||
11,250 | 3/27/2012 | |||||
5,562 | 3/29/2012 | |||||
25,000 | 10/6/2012 | |||||
25,000 | 2/15/2013 | |||||
11,250 | 3/27/2013 | |||||
5,563 | 3/29/2013 | |||||
25,000 | 2/15/2014 | |||||
5,562 | 3/29/2014 | |||||
5,563 | 3/29/2015 | |||||
Edward J. Record | 25,000 | 2/15/2012 | ||||
11,250 | 3/27/2012 | |||||
11,250 | 3/28/2012 | |||||
5,562 | 3/29/2012 | |||||
25,000 | 2/15/2013 | |||||
11,250 | 3/27/2013 | |||||
5,563 | 3/29/2013 | |||||
25,000 | 2/15/2014 | |||||
5,562 | 3/29/2014 | |||||
5,563 | 3/29/2015 | |||||
Steven L. Hunter | 4,500 | 3/26/2012 | ||||
3,750 | 3/27/2012 | |||||
2,212 | 3/29/2012 | |||||
3,750 | 06/2/2012 | |||||
4,500 | 3/26/2013 | |||||
3,750 | 3/27/2013 | |||||
2,213 | 3/29/2013 | |||||
4,500 | 3/26/2014 | |||||
2,212 | 3/29/2014 | |||||
2,213 | 3/29/2015 |
(2) | The future vesting dates of Restricted Stock are as follows: |
Name | Number of Restricted Stock (#) | Vesting Date | ||||
Andrew T. Hall | ||||||
3/ | ||||||
4/11/ | ||||||
9,000 | 3/29/2013 | |||||
16,666 | 4/11/2013 | |||||
9,000 | 3/29/2014 | |||||
16,667 | 4/11/2014 | |||||
9,000 | 3/29/2015 | |||||
Oded Shein | 1,175 | 3/29/2012 | ||||
1,175 | 3/29/2013 | |||||
10,000 | 1/10/2014 | |||||
1,175 | 3/29/2014 | |||||
1,175 | 3/29/2015 | |||||
Richard A. Maloney | 2,925 | 3/29/2012 | ||||
10,000 | 4/11/2012 | |||||
25,000 | 2/15/2013 | |||||
2,925 | 3/29/2013 | |||||
10,000 | 4/11/2013 | |||||
2,925 | 3/29/2014 | |||||
10,000 | 4/11/2014 | |||||
2,925 | 3/29/2015 | |||||
Edward J. Record | 3/ | |||||
2,925 | 3/ | |||||
Steven L. Hunter | ||||||
3/ | ||||||
2,667 | ||||||
3/ | ||||||
2,666 | 4/11/2013 | |||||
2,667 | 4/11/2014 | |||||
1,175 | 3/29/2015 |
(3) | Reflects Target amount of Performance Shares, which cliff vest after a three-year Performance Cycle based on our total shareholder return relative to the Performance Group, as described in the CD&A. The vesting dates of these Performance Shares are as follows: |
Name | Number of Performance Shares (#) | Vesting Date | ||
Andrew T. Hall | ||||
2/1/ | ||||
Oded Shein | 2,900 | 2/1/2014 | ||
Richard A. Maloney | 20,000 | 2/2/2013 | ||
7,250 | 2/1/2014 | |||
Edward J. Record | 2/2/2013 | |||
7,250 | 2/1/ | |||
2,900 | ||||
2/1/ | ||||
Options/SARs Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | ||||
Andrew T. Hall | - | - | 59,718 | (2) | 990,571 | |||
Oded Shein | - | - | - | - | ||||
Richard A. Maloney | - | - | 30,000 | (3) | 439,800 | |||
Edward J. Record | - | - | 17,145 | (4) | 320,954 | |||
Steven L. Hunter | - | - | 5,000 | (3) | 86,300 |
Options Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | ||||||||||||
James R. Scarborough | 500,000 | 4,481,796 | 21,777 | 259,251 | ||||||||||||
Andrew T. Hall | - | - | 15,000 | 118,500 | ||||||||||||
Edward J. Record | - | - | 10,000 | 143,450 | ||||||||||||
Cynthia S. Murray | - | - | - | - | ||||||||||||
Ernest R. Cruse | - | - | - | - | ||||||||||||
Ronald D. Lucas | - | - | - | - | ||||||||||||
Dennis E. Abramczyk | - | - | - | - |
Based on the average of the high and low market price of our common stock on the date of issuance. |
(2) | Reflects shares earned on the 2008 Performance Shares and Restricted Stock that vested during Fiscal 2011. |
(3) | Reflects Restricted Stock vested during Fiscal 2011. |
(4) | Reflects shares earned on the 2008 Performance Shares. |
Name | Plan Name | Number of Years Credited Service (1) | Present Value of Accumulated Benefit (2) | Payments During Last Fiscal Year | ||||||||||
Mr. Cruse | Stage Plan | 32 | $ | 238,913 | - | |||||||||
Mr. Lucas | Stage Plan | 13 | $ | 85,748 | - |
Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawls/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||||||||||||
James R. Scarborough | 93,888 | 93,888 | (81,800 | ) | (2,376,877 | ) | 1,499,265 | |||||||||||||
Andrew T. Hall | 77,654 | 77,654 | (70,936 | ) | - | 400,581 | ||||||||||||||
Edward J. Record | 80,136 | 53,424 | (66,905 | ) | - | 147,471 | ||||||||||||||
Cynthia S. Murray | 59,949 | 53,393 | (105,266 | ) | - | 505,633 | ||||||||||||||
Ernest R. Cruse | 42,774 | 42,774 | (223,669 | ) | - | 1,096,400 | ||||||||||||||
Ronald D. Lucas | 150,746 | 39,511 | (537,494 | ) | - | 1,275,949 | ||||||||||||||
Dennis E. Abramczyk | 77,595 | 31,038 | (816,003 | ) | (509,705 | ) | 667,922 |
Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||
Andrew T. Hall | 149,336 | 149,336 | (3,519) | - | 1,252,932 | |||||
Oded Shein | 37,324 | 37,038 | (1,086) | - | 117,436 | |||||
Richard A. Maloney | 91,557 | 91,557 | 13 | - | 483,013 | |||||
Edward J. Record | 204,469 | 92,698 | (17,156) | - | 948,104 | |||||
Steven L. Hunter | 19,975 | 19,975 | 132 | - | 68,623 |
(1) Included |
· | any base salary and fringe benefits earned and unpaid through the date of termination; |
· | severance pay equal to a multiple of the executive’s base salary plus the executive’s annual bonus target amount; |
· | any incentive (performance) bonus for the fiscal year in which the termination occurs pro-rated through the date of termination provided the Board determines, in good faith, that the executive would have been entitled to |
· | continuation of medical and dental |
· | payment for outplacement services up to a specified maximum amount; |
· |
payment for financial/estate planning (“Financial Planning”) up to a specified maximum amount; |
· | amounts accrued and vested through |
· | vesting of outstanding |
Name | Severance | Incentive Bonus ($) | Fringe Benefits ($) (1) | Max Outplacement ($) | Gross-Up ($) | Max Financial Planning ($) | 401(k) and Deferred Compensation ($) | Stock Options, SARs, Restricted Stock and Performance Shares ($) |
Mr. Hall | $2.7 million | Amount earned and prorated through date of termination | $34,300 | Provided for up to 1 year with $15,000 maximum | None | None | (2) | All unvested Stock Options, SARs and Performance Shares are forfeited |
Mr. Record | $1.1 million | Amount earned and prorated through date of termination | $16,647 | Provided for up to 1 year with $15,000 maximum | None | None | (2) | All unvested Stock Options, SARs and Performance Shares are forfeited |
Mr. Cruse | $0.6 million | Amount earned and prorated through date of termination | $14,515 | Provided for up to 1 year with $15,000 maximum | None | None | (2) | All unvested Stock Options, SARs and Performance Shares are forfeited |
Mr. Lucas | $0.5 million | Amount earned and prorated through date of termination | $14,464 | Provided for up to 1 year with $15,000 maximum | None | None | (2) | All unvested Stock Options, SARs and Performance Shares are forfeited |
Name | Severance | Incentive Bonus ($) | Fringe Benefits ($) (1) | Max Outplacement ($) | Max Financial Planning ($) | Pension and Deferred Compensation ($) | Stock Options, SARs, Restricted Stock and Performance Shares ($) |
Mr. Hall | $3.4 million | Amount earned and prorated through date of termination | $34,404 | Provided for up to 1 year with $15,000 maximum | None | (2) | All unvested awards are forfeited. |
Mr. Shein | $0.5 million | Amount earned and prorated through date of termination | $17,458 | Provided for up to 1 year with $15,000 maximum | None | (2) | All unvested awards are forfeited. |
Mr. Maloney | $1.4 million | Amount earned and prorated through date of termination | $22,200 | Provided for up to 1 year with $15,000 maximum | None | (2) | All unvested awards are forfeited. |
Mr. Record | $1.5 million | Amount earned and prorated through date of termination | $25,666 | Provided for up to 1 year with $15,000 maximum | None | (2) | All unvested awards are forfeited. |
Mr. Hunter | $0.6 million | Amount earned and prorated through date of termination | $17,111 | Provided for up to 1 year with $15,000 maximum | None | (2) | All unvested awards are forfeited. |
(1) | The amount shown reflects the estimated premiums to be paid by the Company on behalf of the Named Executive Officer for medical and dental |
(2) | Please see the 2011 Pension Benefits Table and the 2011 Nonqualified Deferred Compensation Table for these amounts. |
Name | Severance | Incentive Bonus ($) | Fringe Benefits ($) (1) | Max Outplacement ($) | Max Financial Planning ($) | Pension and Deferred Compensation ($) | Stock Options, SARs, Restricted Stock and Performance Shares ($) |
Mr. Hall | $5.1 million | Amount earned and prorated through date of termination | $51,606 | Provided for up to 1 year with $15,000 maximum | Provided for up to 3 years with $10,000 annual maximum | (2) | Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control. |
Mr. Shein | $1.1 million | Amount earned and prorated through date of termination | $34,916 | Provided for up to 1 year with $15,000 maximum | Provided for 2 years with $5,000 annual maximum | (2) | Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control. |
Mr. Maloney | $2.9 million | Amount earned and prorated through date of termination | $44,400 | Provided for up to 1 year with $15,000 maximum | Provided for 3 years with $7,500 annual maximum | (2) | Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control. |
Mr. Record | $2.9 million | Amount earned and prorated through date of termination | $51,332 | Provided for up to 1 year with $15,000 maximum | Provided for 3 years with $7,500 annual maximum | (2) | Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control. |
Mr. Hunter | $1.2 million | Amount earned and prorated through date of termination | $34,222 | Provided for up to 1 year with $15,000 maximum | Provided for 2 year with $5,000 annual maximum | (2) | Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control. |
Name | Severance | Incentive Bonus ($) | Fringe Benefits ($) (1) | Max Outplacement ($) | Gross-Up ($) | Max Financial Planning ($) | 401(k) and Deferred Compensation ($) | Stock Options, SARs, Restricted Stock and Performance Shares ($) |
Mr. Hall | $4.0 million | Amount earned and prorated through date of termination | $51,448 | Provided for up to 1 year with $15,000 maximum | Gross up payments made to reimburse Executive's excise related taxes | Provided for up to 3 years with $10,000 annual maximum | (2) | Unvested Stock Options and SARs automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control |
Mr. Record | $2.3 million | Amount earned and prorated through date of termination | $49,941 | Provided for up to 1 year with $15,000 maximum | Gross up payments made to reimburse Executive's excise related taxes | Provided for 3 years with $7,500 annual maximum | (2) | Unvested Stock Options and SARs automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control |
Mr. Cruse | $1.1 million | Amount earned and prorated through date of termination | $29,030 | Provided for up to 1 year with $15,000 maximum | Gross up payments made to reimburse Executive's excise related taxes | Provided for 1 year with $5,000 annual maximum | (2) | Unvested Stock Options and SARs automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control |
Mr. Lucas | $1.0 million | Amount earned and prorated through date of termination | $28,928 | Provided for up to 1 year with $15,000 maximum | Gross up payments made to reimburse Executive's excise related taxes | Provided for 1 year with $5,000 annual maximum | (2) | Unvested Stock Options and SARs automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control |
(1) | The amount shown reflects the estimated premiums to be paid by the Company on behalf of the Named Executive Officer for medical and dental |
(2) | Please see the 2011 Pension Benefits Table and the 2011 Nonqualified Deferred Compensation Table for these amounts. |
Name | Severance | Incentive Bonus ($) | Fringe Benefits ($) | Max Outplacement ($) | Max Financial Planning ($) | Stock Options, SARs, Restricted Stock and Performance Shares ($) | ||
Mr. Hall | None | None | None | None | None | (1) | All unvested | |
Mr. Shein | None | None | None | None | None | (1) | All unvested awards are forfeited. | |
Mr. Maloney | None | None | None | None | None | (1) | All unvested awards are forfeited. | |
Mr. Record | None | None | None | None | None | (1) | All unvested | |
Mr. | None | None | None | None | None | (1) | All unvested | |
(1) | Please see the 2011 Pension Benefits Table and the 2011 Nonqualified Deferred Compensation Table for these amounts. |
Name | Severance | Incentive Bonus ($) | Fringe Benefits ($) | Max Outplacement ($) | Max Financial Planning ($) | Stock Options, SARs, Restricted Stock and Performance Shares ($) | ||
Mr. Hall | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. Hunter | None | None | None | None | None | (1) | Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive. |
(1) | Please see the 2011 Pension Benefits Table and the 2011 Nonqualified Deferred Compensation Table for these amounts. |
Name | Severance | Incentive Bonus ($) | Fringe Benefits ($) | Max Outplacement ($) | Max Financial Planning ($) | Stock Options, SARs, Restricted Stock and Performance Shares ($) | ||
Mr. Hall | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. Hunter | None | None | None | None | None | (1) | Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive. |
(1) | Please see the 2011 Pension Benefits Table and the 2011 Nonqualified Deferred Compensation Table for these amounts. |
Name | Severance | Incentive Bonus ($) | Fringe Benefits ($) | Max Outplacement ($) | Max Financial Planning ($) | Stock Options, SARs, Restricted Stock and Performance Shares ($) | ||
Mr. Hall | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. | None | None | None | None | None | (1) | Unvested Stock Options, SARs and | |
Mr. Hunter | None | None | None | None | None | (1) | Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive. |
(1) | Please see the 2011 Pension Benefits Table and the 2011 Nonqualified Deferred Compensation Table for these amounts. |
· | Severance payment will be made to the executive in |
· | Incentive bonus payments will be made to the executive in a lump sum on or before April 1 following the end of the fiscal year in which the termination occurred; |
· | Fringe Benefits will be provided in accordance with our standard policies and practices; |
· | Outplacement payments will be made directly to the entity providing outplacement services |
· |
Financial Planning reimbursements will be made in accordance with our or our successor’s policies and procedures; and |
· |
(i) | an amount equal to three times (two times in the case of Messrs. Shein and Hunter) the aggregate of the base salary plus the Incentive Compensation at the Target Rate in effect as of the date of the Change in Control or termination; |
(ii) | the Incentive Compensation for the fiscal year in which the Change in Control or termination occurs pro-rated through the date of the Change in Control or termination; |
(iii) | continuation of certain fringe benefits to which the Executive is participating as of the date of Change in Control or termination for a period of 36 months (24 months in the case of Messrs. Shein and Hunter) from the date of the Change in Control or termination; |
(iv) | payment of outplacement services for a period of 12 months from the date of the Change in Control or termination with payments not to exceed $15,000; and |
(v) | continuation of the financial planning allowance for a period of 36 months (24 months in the case of Messrs. Shein and Hunter) from the date of the Change in Control or termination, with payments not to exceed $10,000 for any 12 month period |
(i) | A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; |
(ii) | An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; |
(iii) | A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or |
(iv) | An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein. |
Name | Fees Earned or Paid in Cash ($) (2) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) | Total ($) | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||
Alan J. Barocas | 54,500 | 74,510 | - | - | - | - | 129,010 | 59,000 | 102,562 | - | - | - | - | 161,562 | ||||||||||||||||||||||||||||
Michael L. Glazer | 58,500 | 98,130 | 10,294 | - | - | - | 166,924 | 65,000 | 102,562 | - | - | - | - | 167,562 | ||||||||||||||||||||||||||||
- | - | - | ||||||||||||||||||||||||||||||||||||||||
John T. Mentzer | 60,500 | 98,130 | 10,294 | - | (17,538 | ) | - | 151,386 | ||||||||||||||||||||||||||||||||||
Gabrielle E. Greene | 57,000 | 102,562 | - | - | - | - | 159,562 | |||||||||||||||||||||||||||||||||||
- | - | - | ||||||||||||||||||||||||||||||||||||||||
Margaret T. Monaco (1) | 32,152 | 98,130 | 26,438 | - | - | - | 156,720 | |||||||||||||||||||||||||||||||||||
Earl J. Hesterberg | 60,417 | 102,562 | - | - | - | - | 162,979 | |||||||||||||||||||||||||||||||||||
- | - | - | ||||||||||||||||||||||||||||||||||||||||
William J. Montgoris | 120,500 | 98,130 | 26,438 | - | - | - | 245,068 | 153,000 | 102,562 | - | - | - | - | 255,562 | ||||||||||||||||||||||||||||
- | - | - | ||||||||||||||||||||||||||||||||||||||||
Sharon B. Mosse | 8,500 | 98,130 | 57,038 | - | (11,834 | ) | - | 151,834 | ||||||||||||||||||||||||||||||||||
David Y. Schwartz | 73,000 | 102,562 | - | - | (7,642) | - | 167,920 | |||||||||||||||||||||||||||||||||||
- | - | |||||||||||||||||||||||||||||||||||||||||
James R. Scarborough | - | - | - | - | - | 87,500 | (6) | 87,500 | ||||||||||||||||||||||||||||||||||
David Y. Schwartz | 14,500 | 23,797 | 16,310 | - | 21,244 | - | 75,851 | |||||||||||||||||||||||||||||||||||
Cheryl Nido Turpin (5) | Cheryl Nido Turpin (5) | 24,416 | - | - | - | - | - | 24,416 |
(1) |
The amounts shown in this column reflect the dollar |
(3) | No stock options were awarded to Directors in |
(4) |
The amounts shown reflect deferred compensation as well as the increase (decrease) in value related to the |
· | Initial Grant. Upon a Director’s initial election to the Board, the Director will be granted, at the Director’s election, either (i) stock options to purchase our common stock, or (ii) restricted shares of our common stock, in either case valued at $50,000 based on a Net Present Value (the “Initial Grant”). The exercise price and the share price used in granting stock options and the share price used in granting restricted shares shall be equal to the closing price of our common stock on the date the Director is elected to the Board. The Initial Grant will vest 25% per year over four years from the date of grant and if stock options are granted, they will expire if not exercised within seven years from the date of grant. |
· | Reelection Grant. Upon a Director’s reelection to the Board, the Director will be granted restricted shares of our common stock valued at $100,000 based on a Net Present Value (the “Reelection Grant”). The share price used in granting the restricted shares shall be equal to the closing price of our common stock on the date the Director is reelected to the Board. The Reelection Grant will vest, on a cliff basis, one year from the date of grant. |
· | Forfeiture of Grants. A Director will forfeit any unvested Initial Grant and Reelection Grants if the Director ceases to be a Director at any time prior to their vesting date other than due to (i) the fact that the Director’s age prohibits the Director from serving as a Director, (ii) death, or (iii) disability (as determined by the Board), at which time the unvested Initial Grant and Reelection Grants will fully vest. |
· | to enable us to recruit, motivate and retain the executive talent required to successfully manage and grow our business and to achieve our short and long-term business objectives; |
· | to maximize the long-term commitment of our executive officers to our success by providing compensation elements that align their interests and our shareholders in that the compensation elements are directly related to our stock performance and other financial metrics that the Committee believes influence the creation of long-term shareholder value; and |
· | to reward our executive officers upon the achievement of short-term and long-term business objectives and enhanced shareholder value. |
Description of Professional Service | Amount Billed | Amount Billed | ||||||||||
2008 | 2007 | 2011 | 2010 | |||||||||
Audit Fees are fees for (i) the audit of our annual financial statements, (ii) review of financial statements in our quarterly reports on Form 10-Qs, (iii) the audit of the effectiveness of our internal control over financial reporting, (iv) the attestation of Management's Report of Internal Control Over Financial Reporting and (v) for services that are provided by the independent registered public accounting firm in connection with statutory and regulatory filings. | $ | 971,049 | $ | 1,060,239 | ||||||||
Audit Fees are fees for (i) the audit of our annual financial statements, (ii) review of financial statements in our quarterly reports on Form 10-Qs, (iii) the audit of the effectiveness of our internal control over financial reporting, and (iv) for services that are provided by the independent registered public accounting firm in connection with statutory and regulatory filings. | $976,200 | $901,725 | ||||||||||
Audit-Related Fees are for professional services rendered in connection with the application of financial accounting and reporting standards, as well as acquisition related matters. | - | - | - | - | ||||||||
Tax Fees are fees for compliance, tax advice, and tax planning. | - | - | - | - | ||||||||
All Other Fees are fees for any service not included in the first three categories. Indicates fees for services related to the audit of the financial statements of our Nonqualified Deferred Compensation Plan (Senior Executives) (the “Plan”), which are included in the Plan’s Annual Report on Form 11-K. All services were approved by the Audit Committee. | $ | 17,000 | - | $17,800 | $16,500 |
Plan category | Number of securities to be issued upon exercises of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders: | ||||||||||||
2001 Plan (1) | 4,131,975 | (2) | $ | 15.25 | 410,568 | |||||||
2008 Plan | 200,000 | (2) | $ | 9.05 | 800,000 | |||||||
2003 Director Plan | 18,470 | (3) | (4 | ) | 206,530 | (5) | ||||||
Equity compensation plans not approved by security holders | None | None | None | |||||||||
Total | 4,350,445 | $ | 14.96 | 1,417,098 |
Plan category | Number of securities to be issued upon exercises of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||
Equity compensation plans approved by security holders: | ||||||||
2001 Plan (1) | 1,805,157 | (2) | $18.43 | 840,755 | ||||
2008 Plan | 2,199,100 | (2) | $14.19 | 2,089,400 | ||||
2003 Director Plan | 10,947 | (3) | (4) | 204,511 | (5) | |||
Equity compensation plans not approved by security holders | None | None | None | |||||
Total | 4,015,204 | $16.10 | 3,134,666 |
(1) | The number of securities remaining available for future issuance under the 2001 Plan has been reduced to reflect an aggregate of |
(2) | The weighted average remaining contractual life of these outstanding options and SARs is |
(3) | Reflects Deferred Stock Units |
(4) | Not applicable. |
(5) | Shares granted under the 2003 Director Plan are solely for non-employee Directors that elect to receive their fees or retainers in DSUs in lieu of cash. There is no Company match or premium applied to compensation received in the form of equity. |
Plan category | Number of securities to be issued upon exercises of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders: | ||||||||||||
2001 Plan (1) | 4,010,078 | (2) | $ | 15.21 | 309,956 | |||||||
2008 Plan | 921,000 | (2) | $ | 9.61 | 79,000 | |||||||
2003 Director Plan | 18,596 | (3) | (4 | ) | 206,404 | (5) | ||||||
Equity compensation plans not approved by security holders | None | None | None | |||||||||
Total | 4,949,674 | $ | 14.20 | 595,360 |
Reporting Person | Form 4 Restricted Stock (shares) Reported | Form 4/A Restricted Stock (shares) Reported | Form 4 SARs Reported | Form 4/A SARs Reported |
Andrew Hall | 39,000 | 36,000 | 74,500 | 68,500 |
Steven Hunter | 10,700 | 10,008 | 10,000 | 8,850 |
Ron Lucas | 5,000 | 4,700 | 10,000 | 8,850 |
Richard Maloney | 13,000 | 11,700 | 24,000 | 22,250 |
Edward Record | 13,000 | 11,700 | 24,000 | 22,250 |
Oded Shein | 5,000 | 4,700 | N/A | N/A |
Richard Stasyszen | 3,500 | 3,050 | 6,000 | 5,800 |
Joanne Swartz | 5,000 | 4,700 | 10,000 | 8,850 |