Table of Contents UNITED STATES SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the March Dear Fellow Stockholders, You are cordially invited to attend our annual meeting of stockholders at 2:00 p.m. Details regarding admission to the meeting and the business to be conducted are described in the accompanying notice of annual meeting and proxy statement. We have also made available a copy of our As in prior years, we have elected to provide access to our proxy materials over the Internet by mailing our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"). The Notice provides information on how stockholders can obtain paper copies of our proxy materials if they so choose. This method expedites the receipt of your proxy materials, lowers the costs of our annual meeting and supports conservation of natural resources. If you would like more information, please see the Questions and Answers section of this proxy statement. YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to vote via the Internet, by telephone or by mail as soon as possible to ensure that your vote is counted. We look forward to seeing you at the meeting. Thank you very much for your continued interest in CoreLogic.
SECURITIES AND EXCHANGE COMMISSION
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Amount previously paid:(2) Form, Schedule or Registration Statement No.: (3)Filing Party:(4)Date Filed: (3) Filing Party: (4) Powering the Global Real Estate EconomyDate Filed:At CoreLogic, our mission is to empower our clients to make smarter decisions through data-driven insights. As the leading global property information, analytics and data-enabled solutions provider, our vision is to deliver unique property-level insights that power the global real estate economy. We work together as one company, putting clients first, focused on finding better ways to meet their needs, demonstrating ownership through initiative, accountability, respect, trust, transparency and collaboration.Working together, our goal is to deliver value to those we serve. Our industry experts address challenges with insight, acting quickly to present innovative, cost-effective solutions to business problems. And as a single, trusted source, we are committed to making the experience of doing business with us as easy as possible.
Contents18, 2015, Pacific time on Tuesday, April 28, 2015,Wednesday, May 3, 2017, at the executive offices of CoreLogic, Inc., located at 40 Pacifica, Irvine, California 92618. We have included a map and directions to our executive offices on the inside back cover of this proxy statement for your convenience.20142016 Annual Report to Stockholders with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.
Paul F. Folino | ||
Chairman of the Board | President and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of CoreLogic, Inc., a Delaware corporation (the “Company”"Company"), will be held at 2:00 p.m., Pacific time on Tuesday, April 28, 2015,Wednesday, May 3, 2017, at the executive offices of CoreLogic, Inc., located at 40 Pacifica, Irvine, California 92618, for the following purposes:
Only stockholders of record at the close of business on March 2, 20156, 2017 are entitled to notice of the annual meeting and an opportunity to vote at the annual meeting.
If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:
ALLIANCE ADVISORS, LLC
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to cast your vote and submit your proxy as soon as possible by one of the methods below to ensure that your vote is counted:
Registered stockholdersstockholders. You may authorize their proxies:
Beneficial Stockholders:stockholders. If your shares are held by a broker, bank or other nominee, please follow the instructions they send to you receive from your broker, bank or other nominee to instructregarding how you may vote your shares are to be voted at the annual meeting.
Table of Contents Stockholders may also vote in person at the annual meeting. If you are a registered stockholder (that is, you hold your shares in your name as a holder of record with our transfer agent), you must present valid identification to vote at the meeting. If your shares are held by a broker, bank, or other nominee, you will also need to obtain a "legal proxy" from the holder of record to vote at the meeting. For specific instructions, please refer to the Questions and Answers Stergios Theologides Senior Vice President, General Counsel Irvine, Californiaabout Votingsection at the end of the proxy statement and the instructions on the proxy card or Notice of Internet Availability of Proxy Materials you receive.
and Secretary
March 18, 2015
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Proposal 4 - Ratification of Selection of Independent Auditor | 17 | |
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Director Compensation | 33 | |
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Compensation Discussion and Analysis | 38 | |
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2016 Summary Compensation Table | 63 | |
2016 | 65 | |
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2016 | 67 | |
2016 | 69 | |
2016 | 69 | |
2016 | 72 | |
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Map and Directions to Meeting Site |
Inside |
The board of directors (the “Board”"Board" or the “Board"Board of Directors”Directors") of CoreLogic, Inc., a Delaware corporation (“("CoreLogic,”" the “Company,” “we,”"Company," "we," or “us”"us"), is soliciting proxies from holders of our shares of common stock for use at the annual meeting of stockholders. This proxy statement and form of proxy are first being sent or made available to our stockholders on or about March 18, 2015.
If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:
ALLIANCE ADVISORS, LLC
Stockholders May Call Toll-Free: 855-325-6671
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to cast your vote and submit your proxy as soon as possible by one of the methods below to ensure that your vote is counted.
Registered stockholdersstockholders. You may authorize their proxies:
Beneficial stockholders:stockholders. If your shares are held by a broker, bank or other nominee, please follow the instructions they send to you receive from your broker, bank or other nominee to instructregarding how you may vote your shares are to be voted at the annual meeting.
Stockholders may also vote in person at the annual meeting. If you are a registered stockholder (that is, you hold your shares in your name as a holder of record with our transfer agent), you must present valid identification to vote at the meeting. If your shares are held by a broker, bank, or other nominee, you will also need to obtain a "legal proxy" from the holder of record to vote at the meeting. For specific instructions, please refer to the Questions and Answers about Votingsection at the end of this proxy statement and the instructions on the proxy card or Notice of Internet Availability of Proxy Materials (the "Notice") you receive.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
Our Notice of Annual Meeting of Stockholders, 20152017 Proxy Statement and Annual Report to Stockholders for the year ended December 31, 20142016 are available at www.viewproxy.com/corelogic/2015.2017. You are encouraged to access and review all of the important information contained in our proxy materials before voting.
PROXY STATEMENT SUMMARY |
This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider prior to casting your vote at the 20152017 Annual Meeting of Stockholders (the “Annual Meeting”"Annual Meeting") and you should read the entire proxy statement carefully before voting.
Annual Meeting Information |
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Time | Location | | ||||
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2:00 pm | Executive Offices of CoreLogic, Inc. | |||||
May 3, 2017 | 40 Pacifica | |||||
Doors open at 1:45 p.m. Pacific time | Irvine, CA 92618 | |||||
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INTERNET | PHONE | IN PERSON | ||||
Follow the instructions provided in the Notice, | Follow the instructions provided in the separate proxy card or voting instruction form you received. | Send your completed and signed proxy card or voting instructions to the address on your proxy card or voting instruction form. | Ballots will be provided to anyone who attends and wants to vote at the Annual Meeting. |
Annual Meeting Agenda and Voting Recommendations |
Proposal | Board Recommendation | Page | |||
1. | Election of the nine persons named in this proxy statement to serve on our board of directors until the next annual meeting and until their successors are duly elected and qualified; | FOR | |||
2. | Approval, on an advisory basis, of the compensation of our named executive officers; | FOR | |||
3. | Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and | FOR | |||
4. | Transaction of such other business as may properly come before the meeting or any postponements or adjournments thereof. | FOR |
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1. | Election of the nine persons named in this proxy statement to serve on our board of directors until the next annual meeting and until their successors are duly elected and qualified | FOR | 7 | |||||||||||||
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2. | Approval, on an advisory basis, of the compensation of our named executive officers | FOR | 13 | |||||||||||||
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3. | Vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers | EVERY ONE YEAR | 16 | |||||||||||||
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4. | Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 | FOR | 17 | |||||||||||||
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5. | Transaction of such other business as may properly come before the meeting or any postponements or adjournments thereof | |||||||||||||||
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Highlights of 2016 Company Performance |
Since 2011 we grew revenues at an annual compounded rate of 12%, adjusted EBITDA by 15% and adjusted EPS by 31%.
We achieved strong results in 2016. Our 2016 financial success is the direct result of our ability to provide clients with data-driven solutions to improve underwriting decisions, manage risks, and capitalize on developing business opportunities.
We returned $195 million to stockholders and reduced our outstanding share count by 5 million shares, or 6%.
We accomplished key operational improvements in 2016. In addition to our solid financial results in 2016, we successfully achieved a number of key operational goals in 2016 that will enable future success, including:
Board Nominees |
The following table provides summary information about each director nominee. The Nominating and Corporate Governance Committee makes an annual recommendation to our Board as to whether the directors have the relevant skills and experience to oversee us and to stand for re-election.re-election, and the Nominating and Corporate Governance Committee and Board have recommended the nominees below. Based on the timing of Mr. Martell's selection as a director nominee, he was nominated directly by the Board. All of the directors possess strength of character, inquiring and independent minds, mature judgment and a deep commitment to our success.
Director | Committees | ||||||||||||||
Name | Age | Director Since | Principal Occupation | AC | ASPC | CC | NCGC | ||||||||
J. David Chatham | 64 | 1989 | President and chief executive officer of Chatham Holdings Corporation and the Chatham family of real estate businesses, which specialize in real estate development, building, brokerage, asset management, mortgage lending and other associated industries | X | C | X | |||||||||
Douglas C. Curling | 60 | 2012 | Principal and managing director of New Kent Capital LLC, a family-run investment business, and a principal at New Kent Consulting LLC, a consulting business that he founded | X | X | ||||||||||
John C. Dorman | 64 | 2012 | Former chairman of Online Resources Corporation, a developer and supplier of electronic payment services | X | C | ||||||||||
Paul F. Folino | 70 | 2011 | Former executive chairman of the board of directors of Emulex Corporation, an information technology product manufacturer specializing in servers, network and storage devices for data centers | X | X | X | X | ||||||||
Anand Nallathambi | 53 | 2010 | President and Chief Executive Officer of CoreLogic, Inc. | X | |||||||||||
Thomas C. O'Brien | 61 | 2008 | Former chief executive officer and president of Insurance Auto Auctions Inc., a provider of specialized services for automobile insurance | X | C | ||||||||||
Jaynie Miller Studenmund | 60 | 2012 | Former chief operating officer of Overture Services, Inc., the creator of paid search advertising | X | |||||||||||
David F. Walker | 61 | 2010 | Former director of the Program of Accountancy at the University of South Florida and former partner with Arthur Andersen LLP | C | X | ||||||||||
Mary Lee Widener | 76 | 2006 | Former president and chief executive officer of Neighborhood Housing Services of America, Inc., a nonprofit housing agency | X |
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Name | | | Age | | Director Since | | Principal Occupation | | AC | | ASPC | | CC | | NCGC | | |||||||||||||||||
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J. David Chatham | 66 | 1989 | President and chief executive officer of Chatham Holdings Corporation and the Chatham family of real estate businesses | ✓ | C | ✓ | |||||||||||||||||||||||||||
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Douglas C. Curling | 62 | 2012 | Principal and managing director of New Kent Capital LLC | ✓ | ✓ | ||||||||||||||||||||||||||||
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John C. Dorman | 66 | 2012 | Former chairman of Online Resources Corporation | ✓ | C | ||||||||||||||||||||||||||||
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Paul F. Folino (Chairman of the Board) | 72 | 2011 | Former executive chairman of the board of directors of Emulex Corporation | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||
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Frank D. Martell (1) | 57 | 2017 | President and Chief Executive Officer of CoreLogic, Inc. | ||||||||||||||||||||||||||||||
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Thomas C. O'Brien | 63 | 2008 | Former chief executive officer and president of Insurance Auto Auctions Inc. | ✓ | C | ||||||||||||||||||||||||||||
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Jaynie Miller Studenmund | 62 | 2012 | Former chief operating officer of Overture Services, Inc. | ✓ | |||||||||||||||||||||||||||||
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David F. Walker | 63 | 2010 | Chairman of the board of directors of Chico's FAS, Inc. | C | ✓ | ||||||||||||||||||||||||||||
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Mary Lee Widener | 78 | 2006 | Former president and chief executive officer of Neighborhood Housing Services of America, Inc. | ✓ | |||||||||||||||||||||||||||||
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C | Chair | |
AC | Audit Committee | |
Audit Committee Financial Expert | ||
ASPC | Acquisition and Strategic Planning Committee | |
CC | Compensation Committee | |
NCGC | Nominating and Corporate Governance Committee |
Corporate Governance Highlights |
Board Composition |
Currently, all of our directors, other than our CEO, are independent, and our Audit, Committee
Our Board is composed of directors with a wide range of views, ethnicities, ages, genders and backgrounds, which reflect the diversity and complexity of the businesses and markets in which we operate. As the following chart illustrates, all of our non-management directors have served on other public company boards, 66% of our directors have been CEOs and all except one have held C-suite positions. In addition, 78% of our directors have deep industry experience in data analytics, financial services, or real estate, averaging 18 years of industry experience.
The following chart highlights that our Board composition also reflects a mix of tenure, which gives a balance of historical perspective and deep CoreLogic knowledge, with fresh perspectives and insights. Currently, the median director tenure is 5 years.
Governance Practices |
The following table summarizes some of our key governance practices:
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Practice | | Description | | |||||
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Independent Chairman | ||||||||
The offices of | ||||||||
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Director Overboarding Policy | Our Corporate Governance Guidelines provide that our directors may not serve on more than five public company boards (including our Board), and our Audit Committee members may not serve on more than three audit committees (including our audit committee) without prior Board approval. | |||||||
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Annual Board and Committee Evaluations | To increase their effectiveness, the Board and each of its committees | |||||||
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Director Stock Ownership Guidelines and Equity Grants | All directors receive annual equity grants and must meet equity ownership requirements during their service with us. | |||||||
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| Stockholder Rights | | ||||||
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Majority Voting Standard for Directors, with Director Resignation Policy | Our Bylaws mandate that directors be elected under a "majority of votes cast" standard in uncontested | |||||||
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Single Voting Class | We have only one class of voting securities. | |||||||
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10% Threshold for Special Meetings | Stockholders holding 10% of more of our outstanding stock have the right to call a special meeting. | |||||||
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No Poison Pill | We do not have a stockholders rights plan, commonly known as a "poison pill," in place. | |||||||
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The following chart demonstrates our Board meeting cadence:
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Governance and Oversight | Review | | ||||
| 5X/year | 1X/year | | |||
Regular meetings | Strategic planning session | |||||
Calls between meetings as appropriate | 1X/year | | ||||
Governance briefing and investor feedback review | ||||||
| 5X/year | 1X/year | | |||
Executive sessions without management present | Succession planning and talent review | |||||
| 5X/year | 1X/year | | |||
Executive sessions with CEO | Board and Board committee self-evaluation | |||||
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Aggregate fees billed in year | 2014 | 2013 | |||||||
Audit Fees | $ | 2,867,599 | $ | 2,713,320 | |||||
Audit-Related Fees(1) | 75,470 | 421,077 | |||||||
Tax Fees(2) | 42,107 | 68,197 | |||||||
All Other Fees(3) | 6,200 | 10,400 | |||||||
Total Fees | $ | 2,991,376 | $ | 3,212,994 |
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OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE | | |||||||||||
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Our Amended and Restated Bylaws (the "Bylaws") require that directors be elected annually, and our Amended and Restated Certificate of Incorporation provides that the Board shall consist of such number of directors as is determined from time to time exclusively by resolution adopted by the affirmative vote of a majority of the directors then in office. Pursuant to resolutions adopted by the Board, our Board consists of nine directors.
The Board has nominated the nine individuals set forth under "—Nominees" below for election at the Annual Meeting, to serve until the 20162018 annual meeting of stockholders and until the directors' respective successors are elected and qualified.
Voting Standard |
Under our Bylaws, in an uncontested election, each director nominee will be elected to the Board to serve until the next annual meeting and as soon thereafter as their successors are duly elected and qualified, if the nominee receives a majority of votes cast (meaning the number of shares voted "for" a nominee must exceed the number of shares voted "against" such nominee) with respect to such director nominee's election (that is, if the number of votes "FOR" the director nominee exceeds the number of votes "AGAINST" the director nominee). In a contested election, where the number of nominees for director exceeds the number of directors to be elected, directors are elected by a plurality of shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.election. Under our Corporate Governance Guidelines, each nominee for director who was in office prior to the election (each, an “incumbent director”"incumbent director") is required to submit, and has submitted, to the Board an irrevocable letter of resignation from the Board and all committees thereof, which will become effective if the director does not receive a majority of votes cast and the Board determines to accept the resignation. The Nominating and Corporate Governance Committee will then make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board will act on the recommendation of the Nominating and Corporate Governance Committee within 90 days from the date the election results are certified and thereafter promptly disclose its decision in a Current Report on Form 8-K.
The majority voting standard does not apply, however, in a contested election, where the number of nominees for director exceeds the number of directors to be elected. In a contested election, directors are instead elected by a plurality of shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors (meaning that the number of director nominees who receive the highest number of shares voted "for" their election are elected). The election of directors at the Annual Meeting will not be contested and each director nominee must receive a majority of votes cast in order to be elected to the Board.
All of the director nominees listed below have consented to being named in this proxy statement and to serve as directors if elected. If any nominee should become unable or unwilling for good cause to serve as a director, the proxies will be voted for such substitute nominee(s) as shall be designated by our Board. Our Board currently has no knowledge that any of the nominees will be unable or unwilling to serve.
Set forth below is information concerning each person nominated and recommended to be elected by our Board. All of the nominees currently serve as our directors and, other than Mr. Martell, were previously elected to the present term of office by our stockholders.
See the section entitled “Security"Security Ownership of Certain Beneficial Owners and Management”Management and Related Stockholder Matters" for information pertaining to stock ownership of the nominees. There are no family relationships among any of the nominees or any of our executive officers.
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| J. David Chatham | | ||||
| Age: 66 Director since: 1989 Independent | Career Highlights Chatham Holdings Corporation and the Chatham family of real estate businesses, - President and Chief Executive Officer (1991-present) Other Board Service Prior Board Service First Advantage Corporation ("FADV"), a former NASDAQ-listed company and former subsidiary of ours, | ||||
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| Committees: • Audit • Compensation (Chair) • Nominating and Corporate Governance | Qualifications Through his experience in the real estate arena, Mr. Chatham enhances our understanding of the mortgage | ||||
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| Douglas C. Curling | | ||||
| Age: 62 Director since: 2012 Independent | Career Highlights New Kent Capital LLC New Kent Consulting LLC ChoicePoint Inc., - President (2002-2008) - Chief Operating Officer (1999-2008) - Executive Vice President, Chief Financial Officer and Equifax, Inc., credit bureau Various financial Other Board Service Public Boards Aaron's, Inc., a specialty retailer of furniture, consumer electronics, computers, appliances and Prior Board Service ChoicePoint Inc. (2000-2008) | ||||
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| Committees: • Acquisition and Strategic Planning • Nominating and Corporate Governance | Qualifications Mr. Curling | ||||
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| John C. Dorman | | ||||
| Age: 66 Director since: 2012 Independent | Career Highlights Online Resources Corporation, a developer and supplier of electronic payment services, - Chairman (June 2010-March 2013) - Co-chairman (January 2010-June 2010) - Interim chief executive officer Digital Insight Corporation, a provider of software-as-a-service for online banking and bill payment for financial institutions, - Chief Executive Officer (1998-2003) Oracle Corporation, a provider of products and services addressing all aspects of corporate information technology - Senior Vice President of the Global Financial Services Division Treasury Services Corporation, a provider of modeling and analysis software for financial institutions - Chief Executive Officer (1983-1997) Other Board Service Private Boards DeepDyve, Inc., an online rental service for scientific and scholarly research loanDepot, LLC, a Prior Board Service Online Resources Corporation (2009-2013) Digital Insight Corporation (1998-2007) Treasury Services Corporation (1983-1997) | ||||
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| Committees: • Audit • Acquisition and Strategic Planning (Chair) | Qualifications Mr. Dorman's prior experience as chief executive officer of a technology service provider during a period of rapid growth and expansion | ||||
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| Paul F. Folino | | ||||
| Chairman of Age: 72 Director since: 2011 Independent | Career Highlights Emulex Corporation, an information technology product manufacturer specializing in servers, network and storage devices for data centers - Executive Chairman (2006-2011) - Chairman (2002-2006) - Chief Executive Officer (1993-2006) Other Board Service Public Boards Microsemi Corporation, a provider of semiconductor solutions Lantronix, Inc., a provider of device networking and remote access products for remote IT management Private Boards Commercial Bank of California, a full-service FDIC-insured community bank Non-Profit Boards California State University, Fullerton, Philanthropic Foundation, Discovery Science Center, a science education organization Prior Board Service Emulex Corporation (1993-2015) | ||||
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| Committees: • Audit • Compensation • Nominating and Corporate Governance • Acquisition and Strategic Planning | Qualifications Mr. Folino brings significant expertise regarding information technology and intellectual property. With his His extensive experience as a director of publicly-traded companies is particularly useful for his service as our Chairman of the Board. | ||||
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Frank D. Martell | | |||||
| Age: 57 Director since: 2017 | Career Highlights CoreLogic, Inc. - President and Chief Executive Officer (Feb. 2017-present) - Chief Operating Officer (2016-Feb. 2017) - Chief Operating and - Chief Financial Officer (2011-2014) Western Institutional Review Board, a - President and Chief Executive Officer (2010-2011) Advantage Sales and Marketing, a retail merchandising and marketing services company - Chief Financial Officer (2009-2010) Information Services Group, Inc., a technology insight, market intelligence and advisory services company - Executive Vice President and Chief Financial Officer, responsible for global financial management, investor and rating agency relations and information technology operations (2007-2009) ACNielsen Corporation, a global measurement and data company for consumer goods and media - Leadership positions including vice president and treasurer, chief financial officer, chief operating officer and president of Other Board Service Private Board Service BV Investment Partners L.P., a Bank of the Prior Western Institutional Review Board (2010-2011) | ||||
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| | Qualifications Mr. | ||||
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| Thomas C. O'Brien | |||||
| Age: 63 Director since: 2008 Independent | Career Highlights Insurance Auto Auctions Inc., a provider of specialized services for automobile insurance - Chief Executive Officer (2000-2014) Other Board Service Public Boards Fenix Parts, Inc., a Prior Board Service KAR Auction Services, Inc., a provider of vehicle auction services in North America Insurance Auto Auctions Inc. (2000-2007) | ||||
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| Committees: • Compensation • Nominating and Corporate Governance (Chair) | Qualifications As a result of his experience as a chief executive officer, Mr. O'Brien provides valued insight into our management practices. His leadership skills, board experience and background in corporate governance are particularly useful for his service as Chair of our Nominating and | ||||
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| Jaynie Miller Studenmund | | ||||
| Age: 62 Director since: 2012 Independent | Career Highlights Overture Services, Inc., the creator of paid search advertising, acquired by Yahoo, Inc. - Chief Operating Officer (2001-2004) PayMyBills.com - President and Great Western Bank and - Roles including Executive Vice President and First Interstate Bank - Roles including Executive Vice President, Head of Retail Banking and Chief Marketing Officer (1984-1995) Other Board Service Public Boards Pinnacle Entertainment, Inc., an owner, operator and developer of casinos and related hospitality and entertainment facilities Western Asset, a major fixed income fund Private Boards Forest Lawn Memorial Parks, an industry-leading memorial parks provider Non-Profit Boards Huntington Memorial Hospital, a regional teaching hospital Prior Board Service LifeLock, Inc., an identity theft protection company (2015-2017) Orbitz Worldwide, Inc., an online travel company aQuantive, Inc., a digital marketing services and technology company (2004-2007) | ||||
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| Committees: • Compensation | Qualifications Ms. Studenmund has more than 35 years of executive management and operational experience across a diverse group of businesses in financial services and the online media and communications sector. She is also a seasoned director, having guided the growth and development of several technology and internet companies, including aQuantive, | ||||
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| David F. Walker | | ||||
| Age: 63 Director since: 2010 Independent | Career Highlights Chairman of the University of South Florida in St. Petersburg - Director of Program of Accountancy (2002-2009) Arthur Andersen LLP - Partner (1986-2002) - Leader of firm's assurance and business advisory practice for Other Board Service Public Boards Chico's FAS, Inc. (chair), a womens' clothing and accessories retailer CommVault Systems, Inc., a data Prior Board Service Technology Research Corporation, Inc., an electrical safety products company (2004-2011) FADV (2003-2009) Paradyne Networks, Inc., a provider of broadband voice, data and | ||||
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| Committees: • Audit (Chair) • Acquisition and Strategic Planning | Qualifications Mr. | ||||
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| Mary Lee Widener | | ||||
| Age: 78 Director since: 2006 Independent | Career Highlights Neighborhood Housing Services of America, Inc., a - President and Community investment consultant, instrumental in the development of a degree program in support of the community development field at the University of San Francisco College of Professional Studies. Other Board Service Prior Board Service The PMI Group, Inc., a private mortgage insurer (1995-2013) Federal Home Loan Bank of San Francisco (chairman), a cooperative, wholesale bank helping to meet community credit needs (1994-2004) | ||||
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| Committees: • Audit | Qualifications Given her extensive experience with organizations dedicated to revitalizing neighborhoods and increasing homeownership opportunities, Ms. Widener brings to our Board a valuable perspective on housing | ||||
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PROPOSAL 2. Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers |
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OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE | | ||||||||||||
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We are providing our stockholders with the opportunity to cast a non-binding vote to approve, on an advisory basis, the compensation of our named executive officers, or NEOs, as disclosed pursuant to the SEC's executive compensation disclosure rules and set forth in this proxy statement (including in the compensation tables and narratives accompanying those tables as well as in the Compensation Discussion and Analysis)Analysis section below).
As described more fully in the "CompensationCompensation Discussion and Analysis" the Board of Directors believes that section below, our long-term success depends in large measure on the talents of our employees. Our executive compensation program is designedheavily weighted toward performance-based compensation that provides a direct link between rigorous goals for corporate performance and pay outcomes for our executive officers. Our annual incentive plan also ties pay outcomes to enhance stockholderthe achievement of key strategic objectives that we believe will drive longer-term value by ensuringto stockholders. We believe that a large part of compensation is performance-based variable and equity-based compensation aligned to our performance. Our executive compensation program provides effective incentives for strong operating results by appropriately aligning pay and performance.
We pay for performance. Our philosophy is designed to reflect the Compensation Committee's compensation philosophy of:
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What We Do | | ✓ Review total compensation relative to median of a peer group of industry-aligned companies with similar executive talent needs ✓ Tie annual incentives to achievement of multiple stretch financial and operating goals ✓ Use performance-based vesting for 50% of long-term compensation, tied to achievement of stretch EPS targets and total stockholder return (TSR) relative to our peers ✓ Maintain robust stock ownership guidelines ✓ Maintain a clawback policy for incentive payments ✓ Use an independent compensation consultant retained directly by the Compensation Committee, in its sole discretion, who performs no consulting or other services for the Company's management ✓ Require double-trigger for accelerated vesting upon termination of employment following a change in control ✓ Assess annually potential risks relating to the Company's compensation policies and practices | ||||||
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What We Don't Do | | ✗ Incentivize participants to take excessive risks | ||||||
✗ Award discretionary bonuses to our | ||||||||
executive officers ✗ Allow margining, derivative, or speculative transactions, such as hedges, pledges, and margin accounts, by executive officers | ||||||||
✗ Provide excessive perquisites | ||||||||
✗ Provide excise tax gross-ups upon termination with a change in control or for other awards | ||||||||
✗ Allow for repricing of stock options without stockholder approval ✗ Pay "single-trigger" change-of-control cash payments or have "single-trigger" equity acceleration | ||||||||
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2016 Compensation Outcomes | ||
Our compensation program rewarded strong financial results. Our 2016 financial performance exceeded targets and resulted in above-target payouts. Results for revenue, adjusted EBITDA, and free cash flow generated funding of the ICP (our annual cash bonus plan) at 146% of target.
Notwithstanding these strong results, management and the Compensation Committee reduced bonus payouts by 5%. Despite our strong financial results and above-target payout, management recommended and the Compensation Committee approved a reduction in ICP funding by 5% across the enterprise because acquisition-related assumptions used in setting target performance did not meet timing expectations. This reduced the calculated bonus funding to 139% of target. In addition, the payout for the strategic goals portion of the ICP, relative to the funded amount, was increased for one NEO, reduced for one NEO, and unchanged for three NEOs. Finally, results for adjusted EPS and our three-year total stockholder return
relative to our peer group generated a payout of 124.5% in our long-term performance share plan for 2014-2016.
No across the board increase in base salaries for 4th consecutive year. Notwithstanding strong operating results, consistent with our practices in recent years, the Compensation Committee did not increase NEO base salaries for 2016, except for Mr. Balas in consideration of his promotion to Chief Financial Officer.
Please see Appendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and free cash flow to the most directly comparable GAAP financial measures.
As required by Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC, the Board of Directors will requestrequests your advisory vote to approve the following resolution at the Annual Meeting:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby APPROVED.”
This proposal to approve the compensation paid to our NEOs is advisory only and will not be binding upon us or the Board of Directors, and will not be construed as overruling a decision by us or the Board of Directors or creating or implying any additional fiduciary duty for us or our Board of Directors. However,The Board of Directors and the Compensation Committee which is responsible for designing and administering our executive compensation program, valuesvalue the opinions expressed by stockholders in their vote on this proposal andof our stockholders. The Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements.
Our current policy is to provide stockholders with an annual opportunity to approve the compensation of the NEOs. It is expected that we will includeWe have included a proposal in this proxy statement for an advisory vote on executive compensation on an annual basis at least until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of our NEOs and are recommending that we continue with the current policy of holding such votes.
Approval, on an advisory basis, of the compensation of our NEOs requires the affirmative vote of the holders of a majority of shares of common stock present in voting powerperson or represented by proxy and entitled to vote on the matter (meaning that of the common stockshares represented at the meeting and entitled to vote on the proposal, presenta majority of them must be voted "for" the proposal for it to be approved). Abstentions will have the same effect as a vote "against" this proposal, and broker-non votes will not be counted in person or represented by proxy.
PROPOSAL 3. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |
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| EVERY ONE YEAR | | ||||||||||
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OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "EVERY ONE YEAR" AS THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. UNLESS OTHERWISE SPECIFIED BY YOU IN THE PROXY YOU SUBMIT, THE PROXIES SOLICITED BY OUR BOARD WILL BE VOTED FOR "EVERY ONE YEAR" FOR THIS PROPOSAL. | | |||||||||||
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We are providing our stockholders with the opportunity to cast a non-binding, advisory vote for their preference as to how frequently we should seek future advisory votes on the compensation of our NEOs as disclosed pursuant to the SEC's compensation disclosure rules. By voting on this proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes on NEO compensation every one, two, or three years.
Consistent with the views our stockholders expressed in 2011, we have held our advisory vote on the compensation of our NEOs every year since then. The Board is recommending that the annual advisory vote be continued so that stockholders may continue to provide timely, direct input on our executive compensation program.
This vote is advisory, which means that the vote will not be binding upon us or the Board of Directors, or the Compensation Committee, and will not be construed as overruling a decision by us or the Board of Directors or creating or implying any additional fiduciary duty for us or our Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our stockholders. The Compensation Committee will consider the outcome of the vote in considering the frequency with which the advisory vote on compensation of our NEOs will be held in the future.
The Board recommends that you vote for the advisory vote on executive compensation to be held every one year.
Under our Bylaws, the affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal is required to approve, on a non-binding, advisory basis, a frequency option for future advisory votes on executive compensation (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted in favor of one of the frequency options for it to be approved). However, if no frequency option receives the affirmative vote of at least a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting, then the Board of Directors will consider the option receiving the highest number of votes as the preferred option of the stockholders. Abstentions have the effect of votes "AGAINST" each of the frequency options in determining whether any of the frequency options has been approved by a majority of the shares of our common stock represented at the Annual Meeting and entitled to vote on the proposal, but will not be counted in determining the frequency option receiving the highest number of votes. Broker non-votes will not be counted in determining the outcome of this proposal.
PROPOSAL |
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OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE | | |||||||||||
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The Audit Committee of the Board of Directors (the “Audit Committee”"Audit Committee") is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company's financial statements. The Audit Committee conducts an annual evaluation of the independent registered public accounting firm's qualifications, performance, and independence. The Audit Committee exercises sole authority to approve all audit engagement fees. In addition to ensuring the regular rotation of the lead audit engagement partner at least every five years as required by law, the Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit engagement partner.
The Audit Committee has selected PricewaterhouseCoopers LLP ("PwC") to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2015.2017. PwC has audited the historical consolidated financial statements of our Company or its predecessor, The First American Corporation, for all annual periods since 1954. To help ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.
Representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions.
Selection of our independent registered public accounting firm is not required to be submitted for stockholder approval by our Bylaws, but the Audit Committee is seeking ratification of its selection of PwC from our stockholders as a matter of good corporate governance. If the stockholders do not ratify this selection, the Audit Committee will reconsider its selection of PwC and will either continue to retain PwC or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders' best interests.
Ratification of the selection of PwC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015,2017 requires the affirmative vote of the holders of a majority in voting power of theshares of common stock entitled to vote on the proposal, present in person or represented by proxy is required.and entitled to vote on the matter (meaning that
of the Audit Committeeshares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved). Abstentions will have the same effect as a vote "against" this proposal. We do not expect any broker non-votes on this matter.
Report of the Audit Committee |
The foregoingfollowing report of the Audit Committee is not soliciting material, is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”"Securities Act"), or the Exchange Act, whether made before or after the date of this Proxy Statementproxy statement and irrespective of any general incorporation language in such filing.
The Audit Committee consists of five non-management directors: Messrs. Walker, Chatham, Dorman and Folino and Ms. Widener. All of the members meet the independence and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Audit Committee has certain duties and powers as described in its written charter adopted by the Board of Directors. A copy of the charter can be found under "Investors—Corporate Governance—Highlights""Investors-Leadership & Governance-Highlights" on the Company's website at www.corelogic.com.
The Audit Committee reviews the Company’sCompany's accounting policies and financial reporting and disclosure practices, system of internal controls, internal audit process and the process for monitoring compliance with laws, regulations and corporate policies.policies on behalf of the Board of Directors. The Company's management is responsible for establishing and maintaining adequate internal controls over financial reporting, for preparing the financial statements and for the public reporting process. The Audit Committee has reviewed the Company’sCompany's audited consolidated financial statements and discussed them with management, although the Audit Committee members are not the auditors or certifiers of the Company’sCompany's financial statements.
PwC, the Company's independent registered public accounting firm for 2016, is responsible for expressing opinions on the conformity of the Company's audited financial statements with generally accepted accounting principles and on the Company's internal control over financial reporting. The Audit Committee has discussed with PwC the Company’s independent registered public accounting firm, the matters required to be discussed by applicable accountingauditing standards. The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee, concerning independence, and has discussed with PwC its independence.
Based on the reviews and discussions noted above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 20142016 and be filed with the U.S. Securities and Exchange Commission.
Audit Committee
David F. Walker (Chairman)
Independent Auditor Information |
Principal Accounting Fees and Services |
The Audit Committee oversees the audit and Services
Aggregate fees billed in year | 2014 | 2013 | ||||||
Audit Fees | $ | 2,867,599 | $ | 2,713,320 | ||||
Audit-Related Fees(1) | 75,470 | 421,077 | ||||||
Tax Fees(2) | 42,107 | 68,197 | ||||||
All Other Fees(3) | 6,200 | 10,400 | ||||||
Total Fees | $ | 2,991,376 | $ | 3,212,994 |
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Aggregate fees billed in year | | | 2016 | | | 2015 | | |||||||
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Audit Fees | $ | 2,861,040 | $ | 2,977,369 | ||||||||||
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Audit-Related Fees(1) | 231,600 | 596,000 | ||||||||||||
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Tax Fees(2) | 41,057 | 48,305 | ||||||||||||
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All Other Fees(3) | 16,228 | 5,638 | ||||||||||||
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Total Fees | $ | 3,149,925 | $ | 3,627,312 | ||||||||||
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Policy on Audit Committee Pre-Approval of Audit and |
The Audit Committee Pre-Approvalretained PwC (along with other accounting firms) to provide non-audit services in 2016. We understand the need for PwC to maintain objectivity and independence as the auditor of our financial statements and our internal control over financial reporting. Accordingly, the Audit Committee has established the following policies and Nonaudit Services of Independent Auditor
The Audit Committee's policy is to pre-approve all engagements of our independent registered public accounting firm for audit and nonauditnon-audit services. The Audit Committee's pre-approval policy identifies specific services and assigns pre-approved spending thresholds for each group of nonauditnon-audit services. This policy works in conjunction with our independent registered public accounting firm's annual audit services fee schedule, which is also approved by the Audit Committee. Any services not pre-approved or not covered by the policy or the audit services fee schedule are submitted to the Audit Committee's chairman, as the Audit Committee's designee, for review and approval and are subsequently ratified by the Audit Committee as appropriate.
All services provided by PwC during the fiscal years ended December 31, 20142016 and December 31, 20132015 were pre-approved by the Audit Committee or its designee.
The Audit Committee has concluded that PwC's provision of audit and non-audit services to the Company is compatible with PwC's independence.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Security Ownership of Certain Beneficial Owners |
The following table sets forth information regarding the ownership of our common stock as of March 2, 2015December 31, 2016 by the persons or groups of stockholders who are known to us to be the beneficial owners of 5% or more of our shares of common stock.stock as of March 6, 2017. The information regarding beneficial owners of 5% or more of our shares of common stock is based solely on public filings made by such owners with the SEC.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||
T. Rowe Price Associates, Inc. (1) | 11,783,911 | 13.1% | ||
BlackRock, Inc. (2) | 5,347,854 | 6.0% | ||
The Vanguard Group (3) | 5,069,497 | 5.6% |
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| Name of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | Percent of Class | | ||||||
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| T. Rowe Price Associates, Inc.(1) | 10,308,213 | 11.0% | |||||||||
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| The Vanguard Group(2) | 6,911,533 | 8.0% | |||||||||
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| BlackRock, Inc.(3) | 6,767,893 | 7.8% | |||||||||
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Security Ownership of |
The following table sets forth the total number of shares of our common stock beneficially owned and the percentage of the shares so owned as of March 2, 20156, 2017 by:
Unless otherwise indicated in the notes following the table, the persons listed in the table below are the beneficial owners of the listed shares with sole voting and investment power (or, where applicable, shared power with such individual's spouse and subject to community property laws) over the shares listed. Shares vesting or subject to rights exercisable within 60 days after March 2, 20156, 2017 are treated as outstanding whenin determining the amount and percentage beneficially owned by a person or entity.
Stockholders | Number of shares of Common Stock | Percent if greater than 1% | |||
Directors | |||||
J. David Chatham | 39,727 | — | |||
Douglas C. Curling | 33,371 | — | |||
John C. Dorman | 23,371 | — | |||
Paul F. Folino | 10,510 | — | |||
Anand Nallathambi | 1,229,447 | 1.4% | |||
Thomas C. O'Brien | 14,516 | — | |||
Jaynie Miller Studenmund | 21,269 | — | |||
David F. Walker | 30,953 | — | |||
Mary Lee Widener | 11,169 | — | |||
NEOs who are not directors | |||||
Frank D. Martell | 338,344 | — | |||
Barry M. Sando | 393,318 | — | |||
Stergios Theologides | 120,739 | — | |||
All directors and current executive officers as a group (12 persons) | 2,266,734 | 2.5% |
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| Stockholders | | Number of shares of Common Stock | | Percent if greater than 1% | | ||||||
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| Directors | |||||||||||
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| J. David Chatham | 40,443 | — | |||||||||
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| Douglas C. Curling | 40,533 | — | |||||||||
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| John C. Dorman | 15,533 | — | |||||||||
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| Paul F. Folino | 11,022 | — | |||||||||
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| Frank D. Martell | ��410,471 | — | |||||||||
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| Thomas C. O'Brien | 21,678 | — | |||||||||
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| Jaynie Miller Studenmund | 20,634 | — | |||||||||
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| David F. Walker | 38,115 | — | |||||||||
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| Mary Lee Widener | 8,664 | — | |||||||||
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| NEOs who are not directors (1) | |||||||||||
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| James Balas | 50,162 | — | |||||||||
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| Barry M. Sando | 214,507 | — | |||||||||
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| Stergios Theologides | 132,895 | — | |||||||||
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| All directors and current executive officers as a group (12 persons) | 1,004,657 | 1.2% | |||||||||
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The shares set forth in the table above include shares that the following directors and current executive officers,NEOs, as well as directors and current executive officers as a group, have the right to acquire within 60 days of March 2, 20156, 2017 in the amounts set forth below:
Stockholders | Number of shares of Common Stock | Percent if greater than 1% | |||
J. David Chatham | 13,147 | — | |||
Douglas C. Curling | 4,395 | — | |||
John C. Dorman | 4,395 | — | |||
Paul F. Folino | 4,395 | — | |||
Anand Nallathambi | 860,413 | 1.0% | |||
Thomas C. O'Brien | 4,395 | — | |||
Jaynie Miller Studenmund | 4,395 | — | |||
David F. Walker | 4,395 | — | |||
Mary Lee Widener | 4,395 | — | |||
Frank D. Martell | 212,372 | — | |||
Barry M. Sando | 263,397 | — | |||
Stergios Theologides | 96,519 | — | |||
Directors and current executive officers as a group (12 persons) | 1,476,613 | 1.6% |
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| Stockholders | | Number of shares of Common Stock | | Percent if greater than 1% | | ||||||
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J. David Chatham | 3,760 | — | ||||||||||
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Douglas C. Curling | 3,760 | — | ||||||||||
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John C. Dorman | 3,760 | — | ||||||||||
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Paul F. Folino | 3,760 | — | ||||||||||
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Frank D. Martell | 238,631 | — | ||||||||||
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Thomas C. O'Brien | 3,760 | — | ||||||||||
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Jaynie Miller Studenmund | 3,760 | — | ||||||||||
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David F. Walker | 3,760 | — | ||||||||||
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Mary Lee Widener | 3,760 | — | ||||||||||
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James Balas | 27,937 | — | ||||||||||
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Barry M. Sando | 84,411 | — | ||||||||||
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Stergios Theologides | 108,078 | — | ||||||||||
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All directors and current executive officers as a group (12 persons) | 489,137 | — | ||||||||||
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Securities Authorized for Issuance under Equity Compensation Plans |
We currently maintain two equity compensation plans: the CoreLogic, Inc. Amended and Restated 2011 Performance Incentive Plan, as amended ("2011 Plan") and the 2012 Employee Stock Purchase Plan ("2012 ESPP"). The 2006 Incentive Compensation Plan (the “2006 Plan”"2006 Plan") was terminated and replaced by the 2011 Plan. We currently have outstanding options under the FAC 1996 Option Plan (“1996 Option Plan”), the FAC 1997 Directors' Stock Plan (“1997 Directors' Stock Plan”), the 2006 Plan and the 2011 Plan. Each of the 2011 Plan, the 2012 ESPP the 2006 Plan, the 1996 Option Plan and the 1997 Directors' Stock2006 Plan was approved by our stockholders.
The following table sets forth, for each of our equity compensation plans, the number of shares of common stock subject to outstanding awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2014.2016.
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights) (1) (a) | Weighted-average exercise price of outstanding options, warrants and rights (1)(4) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (1) (c) | |||||||||||||
Equity compensation plans approved by stockholders | 4,439,871 | (2)(3) | $ | 21.48 | (3) | 13,165,300 | (4) | |||||||||
Equity compensation plans not approved by stockholders | 443,084 | (5) | $ | 22.38 | N/A | |||||||||||
Total | 4,882,955 | $ | 21.67 | 13,165,300 |
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| Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights) (1) (a) | | Weighted-average exercise price of outstanding options, warrants and rights (1)(4) (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (1) (c) | | ||||||||
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Equity compensation plans approved by stockholders | 4,037,031 (2)(3) | 20.74 (3) | 10,377,417 (4) | |||||||||||||
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CORPORATE GOVERNANCE AND BOARD MATTERS |
Committees of the Board of Directors; Committee Charters |
There are currently four standing committees of the Board: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Acquisition and Strategic Planning Committee. In addition to the four standing committees, the Board may approve, and has from time to time approved, the creation of special committees or subcommittees to act on behalf of the Board.
Each of the standing committees operates under a written charter adopted by the Board. The charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee was determined byare available on the Investors section of our web site under Leadership & Governance—Highlights atwww.corelogic.com. Each committee reviews and reassesses the adequacy of its charter annually, conducts annual evaluations of its performance with respect to its duties and responsibilities as laid out in the charter, and reports regularly to the Board with respect to be independent, as defined in the corporate governance rules of the NYSE for listed companies and in accordance with the categorical standards of independence included in our Corporate Governance Guidelines as discussed below. The Board further determined that each member of the Audit Committee and the Compensation Committee met the additional independence standards applicable to those committees. Please see the section entitled "Independence of Directors" below for more information.committee's activities.
Audit Committee |
We have a standing Audit Committee of the Board of Directors. The current members of the Audit Committee are Messrs. Walker (Chairman), Chatham, Dorman, Folino and Ms. Widener.
Our Board has determined that each of Messrs. Walker and Dorman is an “audit"audit committee financial expert”expert" within the meaning of the SEC's rules and regulations and that each member of our Audit Committee is "independent”"independent" under applicable SEC rules and the listing standards of the NYSE and is “financially literate”"financially literate" under the listing standards of the NYSE.
The functions performed by this committeethe Audit Committee include, but are not limited to:
During 2014, our Audit Committee met seven times. The committee's charter is posted on the Investors sectionTable of our web site under Corporate Governance—Highlights at Contentswww.corelogic.com.
The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters, and for the submission by our employees or third parties of concerns regarding questionable accounting or auditing matters or other ethics and compliance-related matters. Our 24-hour, toll-free hotline is available for the submission of such concerns or complaints at 1-888-632-5395 or concerns or complaints may also be reported online athttps://corelogic.alertline.com. To the extent required by applicable law, individuals wishing to remain anonymous or to otherwise express their concerns or complaints confidentially are permitted to do so.
Compensation Committee |
The current members of the Compensation Committee are Messrs. Chatham (Chairman), Folino, O'Brien and Ms. Studenmund.
In making its independence determination for each member of the Compensation Committee as described above, our Board considered whether the director has a relationship with us that is material to the director’sdirector's ability to be independent from management in connection with the duties of a compensation committee member. In addition, our Board has determined that each of Messrs. Chatham, Folino, O’BrienO'Brien and Ms. Studenmund is a “non-employee director”"non-employee director" for purposes of Rule 16b-3 under the Exchange Act and satisfies the requirements of an “outside director”"outside director" for purposes of Section 162(m) of the Internal Revenue Code (the "Code").
The functions of this committeethe Compensation Committee include, but are not limited to:
The Compensation Committee has the authority to delegate responsibilities to a subcommittee of one or more members of the Compensation Committee, who must regularly report on their activities to the Compensation Committee as a whole. In March 2015, the Board created a talent development
subcommittee of the Compensation Committee to aid the Compensation Committee in fulfilling its responsibility for oversight of development and succession planning for key executives. Ms. Studenmund was appointedis the sole committee member. TheFor 2016, Pay Governance LLC ("Pay Governance") was retained as the Compensation Committee has retained Steven Hall & Partners (“Steven Hall”) as itsCommittee's independent compensation consultant to advise on the compensation of our executive officers and directors.consultant. The Compensation Committee also seeks input from our Chief Executive Officer, Chief Operating and Financial Officer, Senior Vice President, Human Resources and General Counsel when making decisions regarding compensation matters. During 2014, Steven Hall2016, Pay Governance attended eightnine Compensation Committee meetings.
During 2014, Steven Hall provided:
Pay Governance did not perform any services for us and the Compensation Committee does not believe that the services performed by Steven HallPay Governance raised any conflict of interest. The Compensation Committee regularly evaluatesreviews the services provided by Steven Hall.
In addition, the Company has engaged Mercer LLC ("Mercer") to provide certain compensation-related services.services on behalf of the Company and management. In 2014,2016, Mercer assisted us with the selection of a peer group of companies, advised on industry best practices and emerging trends in executive compensation, prepared pay survey data, made recommendations on the structuring of compensation programs and advised on our public disclosures regarding executive compensation. In connection with its engagement, Mercer attended nodid not attend any meetings of the Compensation Committee in 2014.2016. Mercer performed no additional services for us.
Additional information concerning the executive compensation policies and objectives established by the Compensation Committee, the Compensation Committee's processes and procedures for consideration and determination of executive compensation, and the role of executive officers and our and the Compensation Committee's compensation consultants in determining executive compensation is included in the "Compensation Discussion and Analysis" section below. Additional
Equity Awards Committee. The Equity Awards Committee was created by the Board in October 2015 and has been delegated limited authority to grant equity awards to eligible participants under the 2011 Plan in accordance with applicable policies and as evidenced by and subject to the terms of applicable award agreements. Mr. Chatham is currently the sole committee member.
Nominating and Corporate Governance Committee |
The current members of the Nominating and Corporate Governance Committee are Messrs. O'Brien (Chairman), Chatham, Curling and Folino.
The Nominating and Corporate Governance Committee is responsible for:
The Nominating and Corporate Governance Committee has adopted procedures by which certain of our stockholders may recommend director nominees to the Board. In particular, the Nominating and Corporate Governance Committee has established a policy whereby it will accept and consider, in its discretion, director recommendations from any stockholder holding in excess of 5% of our outstanding common stock. Such recommendations must include the name and credentials of the recommended nominee and should be submitted to our Secretary at our address indicated on the first page ofincluded in this proxy statement. The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders for election to our Board in the same manner and using the same criteria as used for any other director candidate (as described below). If the Nominating and Corporate Governance Committee determines that a stockholder-recommended candidate is suitable for membership on our Board, it will include the candidate in the pool of candidates to be considered for nomination upon the occurrence of the next vacancy on our Board or in connection with the next annual meeting of stockholders.
While the Nominating and Corporate Governance Committee has no specific minimum qualifications in evaluating a director candidate, it takes into account all factors it considers appropriate in identifying and evaluating candidates for membership on our Board, including some or all of the following: strength of character, an inquiring and independent mind, practical wisdom, mature judgment, career specialization, relevant industry experience, relevant technical skills, reputation in the community, diversity and the extent to which the candidate would fill a present need on the Board. The Nominating and Corporate Governance Committee makes recommendations to the full Board as to whether or not incumbent directors should stand for re-election. However, if we are legally required by contract or otherwise to provide third parties with the ability to nominate directors, the Nominating and Corporate Governance Committee may adjust its evaluation process for the designated candidates to reflect our contractual obligations with respect to their nomination. The Nominating and Corporate Governance Committee conducts all necessary and appropriate inquiries into the background and qualifications of possible candidates and may engage a search firm to assist in identifying potential candidates for nomination.
We do not have a formal policy for the consideration of diversity in identifying nominees for director. However, the Nominating and Corporate Governance Committee recognizes the benefits associated with a diverse board and, as indicated above, considers diversity as a factor when identifying and evaluating candidates for membership on our Board. The Nominating and Corporate Governance Committee utilizes a broad conception of diversity, including professional and educational background, prior experience on other boards of directors (both public and private), political and social perspectives as well as race, gender and national origin. Utilizing these factors, and the factors described above, the committeeNominating and Corporate Governance Committee makes recommendations, as the committeeit deems appropriate, regarding the composition and size of the Board. The priorities and emphasis of the committeeNominating and Corporate Governance Committee and of the Board may change from time to time to take into account changes in business and other trends and the portfolio of skills and experience of current and prospective Board members.
Acquisition and Strategic Planning Committee |
The current members of the Acquisition and Strategic Planning Committee are Messrs. Dorman (Chairman), Curling, Folino Nallathambi and Walker. The Acquisition and Strategic Planning Committee has the authority to (i) oversee and approve certain investment, merger, acquisition and divestiture transactions proposed by
our management which are below a certain size and which do not involve our equity and (ii) provide counsel to management's development of longer-term
Independence of Directors |
Pursuant to the corporate governance rules of the NYSE for listed companies, a majority of the Board must be independent. A director will not qualify as independent unless the Board affirmatively determines that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). To assist in its determination of director independence, the Board has adopted categorical director independence standards, which are contained in our Corporate Governance Guidelines. The Corporate Governance Guidelines are available to stockholders on the Investors section of our web site under CorporateLeadership & Governance—Highlights atwww.corelogic.com.
In accordance with the NYSE rules and our categorical director independence standards, the Board has affirmatively determined that each of Messrs. Chatham, Curling, Dorman, Folino, O'Brien and Walker, and Mses. Studenmund and Widener is “independent”"independent" as that term is defined in the corporate governance rules of the NYSE for listed companies. Mr. NallathambiMartell is considered an inside director because he is employed by us as a senior executive. Prior to D. Van Skilling's retirement from our Board in July 2014,
During 2016, each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee was determined by the Board also affirmatively determined that he was “independent”to be independent, as that term is defined in the corporate governance rules of the NYSE for listed companies.
Board Leadership Structure; Meetings of Independent Directors |
The offices of Chief Executive Officer and Chairman are separate. Mr. SkillingFolino has served as Chairman from May 2011 until he retired immediately prior to the annual meeting of stockholders onour Board since July 29, 2014. The Nominating and Corporate Governance Committee recommended, and the Board approved, the selection of Mr. Folino to serve as Chairman of the Board immediately upon Mr. Skilling's retirement. Our Board believes that the separation of the offices of Chairman and Chief Executive Officer continues to be appropriate as it allows our Chief Executive Officer to focus primarily on his management responsibilities and the Chairman to oversee and manage the Board and its functions. Having an independent Chairman promotes the independence of our Board and provides appropriate oversight of management and ensures free and open discussion and communication among the non-management members of our Board. In 2014,2016, the non-management directors met five times in executive session without management present. The Chairman chairs and coordinates the agenda for these executive sessions of the non-management directors.
Our Corporate Governance Guidelines provide that the Board shall annually elect a lead director by a majority vote of the independent directors unless the Chairperson of the Board is an independent director, in which case the Chairperson of the Board will perform the functions of a lead director and no lead director shall be elected. Mr. Folino, an independent director, is the Chairman and, as a result, we do not currently have a lead director.
Director Education |
We provide the Board with educational training from time to time on subjects applicable to the Board and the Company, including with regard to industry developments, accounting, financial reporting, and corporate governance, using both internal and external resources.
Succession Planning |
Among the Compensation Committee's responsibilities described in its charter is to oversee development and succession planning for executive officers, and the Compensation Committee also oversees this for other key members of senior management. In March 2015, the Board created a talent development subcommittee of the Compensation Committee to aid the Compensation Committee in fulfilling these responsibilities. The Board plans for succession of the CEO and annually reviews senior management selection and succession planning that is undertaken by the Compensation Committee. As part of this process, the non-management directors annually review the Compensation Committee's recommended candidates for senior management positions to see that qualified candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of the candidates. The criteria used when assessing the qualifications of potential CEO successors include, among others, strategic vision and leadership, operational excellence, financial management, executive officer leadership development, ability to motivate employees, and an ability to develop an effective working relationship with the Board. In 2017, the Board implemented its succession plan with Mr. Nallathambi's passing and appointed Frank D. Martell as our President and CEO.
Risk Oversight |
To maximize long-term stockholder value, the Board's responsibilities in overseeing our businesses include oversight of our key risks and management's processes and controls to regulate them appropriately. Our management, in turn, is responsible for the day-to-day management of risk and implementation of appropriate risk management controls and procedures.
Although risk oversight permeates many elements of the work of the full Board and the committees, the Audit Committee has the most direct and systematic responsibility for overseeing risk management. The Audit Committee Chartercharter provides for a variety of regular and recurring responsibilities relating to risk, including:
In performing these functions, the Audit Committee regularly receives reports from management (including the Chief Executive Officer, the Chief Operating and Financial Officer, the Controller, the General Counsel and the Chief ComplianceRisk Officer) and internal and external auditors regarding our enterprise risk management program (including our compliance
program, information security and business continuity programs,programs), extraordinary claims and losses, and significant litigation.
Separately, the Compensation Committee oversees our compensation policies and practices and has assessed whether our compensation policies encourage excessive risk taking. The Compensation Committee has concluded that these policies and practices are not reasonably likely to have a material adverse effect on us. In arriving at that conclusion, the Compensation Committee considered, among other factors, the metrics used to determine variable compensation; the portion of variable compensation paid in equity, which is either time-vested or tied to the achievement of long-term Company objectives; the amount of compensation paid as sales commissions and the number of people to whom such compensation is paid; and controls, such as pricing limits, a recoupment policy and financial reconciliation processes for sales crediting, quality checks that we employ and the approval process for certain compensation-related activities.
Board Meetings and Attendance |
Our Board held fivesix meetings during 2014.2016. Each director attended 75% or more of the total number of meetings of the Board and meetings of the committees (if any) on which the director served during his or her respective tenure on the Board. From time to time, our Board also acts by unanimous written consent as permitted by our Bylaws and the Delaware General Corporation Law.
Retention of Outside Advisors |
The Board and all of Ethicsits committees have authority to retain outside advisors and consultants that they consider necessary or appropriate in carrying out their respective responsibilities. The independent accountants are retained by, and report directly to, the Audit Committee. In addition, the Audit Committee is responsible for the selection, assessment, and termination of the internal auditors to which we have outsourced our internal audit function. Similarly, the consultant retained by the Compensation Committee to assist in the evaluation of senior executive compensation reports directly to that committee.
Code of Ethics |
The Board has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of this code of ethics is posted on the Investors section of our web site under Corporate Governance—Leadership & Governance — Highlights atwww.corelogic.com. The Board also has adopted a broader code of ethics and conduct, applying to all employees, officers and directors, which also has been posted under "Investors--Corporate Governance—"Investors — Leadership & Governance — Highlights" on theour web site at the address stated above. If we waive or amend any provisions of these codes of ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer, or controller and persons performing similar functions, we will disclose such waivers or amendments on our web site, at the address and location specified above, to the extent required by applicable SEC and NYSE Rules.
Corporate Governance Guidelines |
The Board has adopted Corporate Governance Guidelines which have been posted on the Investors section of our web site under Corporate Governance—Leadership & Governance — Highlights atwww.corelogic.com.In addition to stating the standards that the Board applies in determining whether or not its members are independent, these guidelines state the qualifications and responsibilities of our directors and describe fundamental aspects of our Board and certain of its committees.
Director Overboarding Policy |
Our Corporate Governance Guidelines provide that our directors may not serve on more than five public company boards (including our Board), and our Audit Committee members may not serve on more than three audit committees (including our Audit Committee) without prior Board approval. In each case, in determining whether to grant such approval, the Board will consider the director’sdirector's ability to devote sufficient time to the activities of the Board and/or Audit Committee and the director’sdirector's qualifications and contribution or potential contribution to the Board and/or Audit Committee. All of our directors are in compliance with the overboarding policy.
Board and Committee Evaluations |
To increase their effectiveness, the Board and each of its committees perform an annual self-evaluation under the direction of the Nominating and Corporate Governance Committee. The evaluation addresses attendance, preparedness, participation, candor and other valid measures of performance selected by the Board.
Director Attendance at Annual Meetings |
We encourage our directors to attend the annual meetings of our stockholders, either in person or telephonically. All nine of our nine directors nominated for election in 20152017 attended the 20142016 annual meeting.
Communicating with Directors |
Stockholders and other interested parties may communicate directly with members of the Board, including the Chairman of the Board or any of the other non-management or non-executive directors of our Company (individually or as a group), by writing to such director(s) at:
CoreLogic, Inc.
Our Secretary reviews and promptly forwards communications to the directors as appropriate. Communications involving substantive accounting or auditing matters are forwarded to the Chair of the Audit Committee. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded such as: business solicitation or advertisements; product- or service-related inquires; junk mail or mass mailings; resumes or other job-related inquires; and spam and overly hostile, threatening, potentially illegal or similarly unsuitable communications. Directors receiving communications will respond as such directors deem appropriate, including the possibility of referring the matter to management of our Company, to the full Board or to an appropriate committee of the Board.
Transactions with Management and Others |
The Board has adopted a written policy regarding transactions with related persons that requires the approval or ratification by the Board or the Nominating and Corporate Governance Committee of any transaction exceeding $120,000 in which we are a participant and any related person has a direct or indirect material interest. A related person includes a director, nominee for election as a director, executive officer, person controlling over 5% of our common stock and the immediate family members of each of these individuals. Once a transaction has been determined to require approval, the transaction will be reviewed and approved by either the Board or the Nominating and Corporate Governance Committee. The Board or the Nominating and Corporate Governance Committee will review and consider the terms, business purpose and benefits of the transaction to us and the related person.
If a related party transaction is not pre-approved, then it must be brought to the Board or the Nominating and Corporate Governance Committee for ratification as promptly as possible. No member of the Board or the Nominating and Corporate Governance Committee may participate in the review or approval of a related party transaction in which he or she has a direct or indirect interest, unless the Chairman of the Board or the chairperson of the Nominating and Corporate Governance Committee requests such individual to participate.
The following types of transactions do not require pre-approval:
We have entered into the transactions discussed below, which have been approved or ratified in accordance with our related party transactions policy.
Price Associates Inc. each beneficially owns greater than 5% of our common stock and each is therefore a related party. During 2014, BlackRock, Inc.2016, Price Associates or its affiliates purchased approximately $973,000 of data, analytics and other Company products, and T. Rowe Price Associates, Inc. or its affiliates purchased approximately $207,500$208,000 of data, analytics and other Company products. These transactions occurred pursuant to contracts entered into on an arm's-length basis and were ratified by the Nominating and Corporate Governance Committee in accordance with our Board.
BlackRock, Inc. beneficially owns greater than 5% of our common stock and is therefore a related party. During 2016, BlackRock, Inc. or its affiliates purchased approximately $395,000 of data, analytics and other Company products. These transactions occurred pursuant to contracts entered into on an arm's-length basis and were ratified by the Nominating and Corporate Governance Committee in accordance with our related party transactions policy.
DIRECTOR COMPENSATION |
The following table sets forth certain information concerning the compensation of our directors other than Mr. Martell for the fiscal year ended December 31, 2016.
| | | | | | | | | | | | | | | | | | | |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1)(2) ($) | | | Total ($) | | |||||||||
| | | | | | | | | | | | | | | | | | | |
J. David Chatham | 122,000 | 121,519 | 243,519 | ||||||||||||||||
Douglas C. Curling | 95,000 | 121,519 | 216,519 | ||||||||||||||||
John C. Dorman | 100,000 | 121,519 | 221,519 | ||||||||||||||||
Paul F. Folino | 207,000 | 121,519 | 328,519 | ||||||||||||||||
Thomas C. O'Brien | 104,500 | 121,519 | 226,019 | ||||||||||||||||
Jaynie Miller Studenmund | 94,500 | 121,519 | 216,019 | ||||||||||||||||
David F. Walker | 112,500 | 121,519 | 234,019 | ||||||||||||||||
Mary Lee Widener | 82,500 | 121,519 | 204,019 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Name | | | Restricted Stock Unit Awards (#) | | |||||||
| | | | | | | | | | | |
J. David Chatham | 3,760 | ||||||||||
Douglas C. Curling | 3,760 | ||||||||||
John C. Dorman | 3,760 | ||||||||||
Paul F. Folino | 3,760 | ||||||||||
Thomas C. O'Brien | 3,760 | ||||||||||
Jaynie Miller Studenmund | 3,760 | ||||||||||
David F. Walker | 3,760 | ||||||||||
Mary Lee Widener | 3,760 | ||||||||||
| | | | | | | | | | | |
The Compensation Committee reviews and recommends to the Board the form and level of director compensation. In March 2016, the Compensation Committee reviewed and recommended to the Board a new Directors' Compensation Policy that memorialized the current compensation paid by the Company to its non-management directors and included a deferral feature that permits non-management directors to elect to defer the receipt of their annual RSU awards until the earlier of termination of their Board service or a change in control of the Company. The Board approved and adopted the Directors' Compensation Policy in April 2016.
As described in the Compensation Discussion and Analysis, Pay Governance served as independent compensation consultant for the Compensation Committee for 2016 and will continue to advise on the compensation of our directors for 2017. During 2016, as part of its engagement with the Committee, Pay Governance:
The following providestable below describes the components of the non-management director compensation program in effect during 2016. No changes have been made to the non-management director compensation program for 2017.
| | | | | | | |
Compensation Element | | 2016 | | ||||
| | | | | | | |
Annual Retainer — Non-Management Director (1) | $ | 70,000 | |||||
Annual Equity Compensation — RSUs (2) | $ | 135,000 | |||||
Annual Retainer — Non-Management Board Chairman | $ | 100,000 | |||||
Annual Retainer — Committee Chairs (1) | |||||||
Audit Committee | $ | 25,000 | |||||
Compensation Committee | $ | 20,000 | |||||
Nominating and Corporate Governance Committee | $ | 15,000 | |||||
Acquisition and Strategic Development Committee (3) | $ | 12,500 | |||||
Annual Retainer — Committee Members (1) | |||||||
Audit Committee | $ | 12,500 | |||||
Compensation Committee | $ | 10,000 | |||||
Talent Development Committee (3) | $ | 12,500 | |||||
Nominating and Corporate Governance Committee | $ | 7,500 | |||||
Acquisition and Strategic Development Committee (3) | $ | 5,000 | |||||
Insurance Strategy Subcommittee (3) | $ | 12,500 | |||||
Fee for attendance of Board and Committee Meetings in Excess of Designated Number (4) | $ | 2,000 | |||||
| | | | | | | |
Director Share Ownership Guidelines |
We require our non-management directors to own a fixed amount of Company stock. The guidelines are based on a multiple of the annual retainer, and require a value of at least $350,000 be held by each director. Directors have five years from their date of election to the Board to reach the ownership requirement. All Company securities owned outright or earned and subject only to time-based vesting restrictions count toward the requirement.
Anti-Hedging and Pledging Policy |
The Company maintains a policy that prohibits director transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, as well as holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.
EXECUTIVE OFFICERS |
Set forth below is information regarding our current executive officers. Our officers are appointed annually by the Board.
| | | ||||
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| | | | | | |
| | Frank D. Martell | | |||
| President and Chief Executive Officer(1) | | Biography is set forth under the heading Proposal 1 — Election of Directors above. | | ||
| | Age: 57 | | |||
| | | | | | |
| | | ||||
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| | | | | | |
| | James Balas | | |||
| | | Business Experience | | ||
| | | CoreLogic, Inc. | | ||
| | | | - Chief Financial Officer (2016-present) - Senior Vice President, Finance and Controller (2012-2016) - Senior Vice President, Controller (2011-2012) Ameron International, a manufacturer of products and materials for the - Vice President and Corporate Controller (2009-2011) | | |
| Chief Financial Officer | | ||||
| | Age: 46 | | Various finance leadership roles: - Solar Integrated Technologies (2006-2009) - Keystone Automotive Industries (2003-2006) - Cap Gemini (2000-2003) - Ernst & Young (1993-2000) | | |
| | | Board and Council Service Public Board Service | | ||
| | | Symbility Solutions Inc., a TSVX listed provider of insurance claims solutions for the property and health market verticals based in Toronto, Canada (2014-present) | | ||
| | | | | | |
| | | ||||
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| | | | | | |
| | Barry M. Sando | | |||
| | | Business Experience CoreLogic, Inc. | | ||
| | Senior Executive Vice President, Group Executive, Risk Management and Workflow | | - Senior Executive Vice President, Group Executive, Risk Management and - Group Executive and Executive Vice President, mortgage origination | | |
| Age: 57 | | The First American Corporation ("FAC"), our predecessor | | ||
| | | | - President, information and outsourcing solutions business segment - Flood zone certification subsidiary - Tax service subsidiary (1991-1995) | | |
| | | | | | |
| | | ||||
---|---|---|---|---|---|---|
| | | | | | |
| | Stergios Theologides | | |||
| | | Business Experience CoreLogic, Inc. | | ||
| | | | - Senior Vice President, General Counsel and Secretary (2010-present) | | |
| | | FAC | | ||
| | Senior Vice President, General Counsel and Secretary | | - Senior Vice President and General Counsel, Information Solutions Group Morgan Stanley - Executive Vice President and General Counsel, U.S. Residential Mortgage | | |
| | Age: 50 | | | ||
| | | | New Century Financial Corporation | | |
| | | | - Executive Vice President and General Counsel, overseeing legal, compliance, | | |
| | | O'Melveny & Myers LLP | | ||
| | | | - Corporate and securities practice (1992-1996) | | |
| | | Board and Council Service Prior Council and Industry Association Service | | ||
| | | Federal Reserve Board's Consumer Advisory Council | | ||
| | | | | | |
COMPENSATION DISCUSSION & ANALYSIS |
This Compensation Discussion and Analysis (CD&A) describes our compensation strategy, philosophy, polices, programs and practices (our compensation program) for our named executive officers (NEOs) and the positions they held in 2016. For purposes of this CD&A, the Committee refers to the Compensation Committee of our Board of Directors.
| | | | | | | | |
| Named Executive Officer | | Position as of December 31, 2016(1) | | ||||
| | | | | | | | |
Anand Nallathambi | President and Chief Executive Officer | |||||||
| | | | | | | | |
Frank D. Martell | Chief Operating | |||||||
| | | | | | | | |
James L. Balas | Chief Financial Officer | |||||||
| | | | | | | | |
Barry M. Sando | Senior Executive Vice President, Group Executive, | |||||||
| | | | | | | | |
Stergios Theologides | Senior Vice President, General Counsel and Secretary | |||||||
| | | | | | | | |
Selected 2016 Business Highlights |
Our compensation program is designed to align the interest of our executive officerofficers with those of Western Institutional Review Board, a leading providerour stockholders through execution in three areas of review, approvalstrategic focus:growth and oversight for clinical research studies involving human subjects. Mr. Martell served as a directorscale, operational excellence, and high performing organization. A significant majority of Western Institutional Review Board from December 2010our NEOs' compensation is dependent upon our performance and execution of these strategic priorities. Our 2016 financial success is the direct result of our ability to December 2011. Previously, Mr. Martell served as chief financial officer from October 2009provide clients with data-driven solutions to June 2010 for Advantage Salesimprove underwriting decisions, manage risks, and Marketing, a retail merchandising and marketing services company. From January 2007 to September 2009, Mr. Martell served as executive vice president and chief financial officer for Information Services Group, Inc., a technology insight, market intelligence and advisory services company, where he was responsible for global financial management, investor and rating agency relations and information technology operations. From 1996 to 2006, Mr. Martell held a number of leadership positions for ACNielsen Corporation, including vice president and treasurer, as well as chief financial officer, chief operating officer and president of Asia Pacific & Emerging Markets, executive vice president, marketing information group, and chief operating officer of ACNielsen and president Europe, Middle East & Africa. Mr. Martell has served as a member of the Operating Advisory Board of BV Investment Partners L.P. since January 2012.
| | | | |
| compounded rate of 15%, and adjusted EPS by 31% | |||
| ||||
| ||||
We achieved strong results in 2016. Highlights of our 2016 operating results in 2014, despite challenging market conditions in which U.S. mortgage origination volumes contracted by approximately 40 percent as the industry transitioned from a refinancing-driven to a purchase-driven market cycle. Despite these headwinds, revenues held constant compared to 2013 levels and we continued to advance many important elements2015 include the following:
Financial Accomplishments | |||||||||||
Element | 2014 Change Over Prior | Value | % Budget | ||||||||
(000s) | |||||||||||
Revenue | ÛÜ | 0 | % | $1,405.0 | 98.9 | % | |||||
Adjusted EBITDA | Þ | (10.6 | )% | $360.2 | 86.8 | % | |||||
Free Cash Flow | Ý | 12.1 | % | $248.4 | 134.3 | % | |||||
Adjusted EPS | Þ | (21.3 | )% | $1.33 | 80.6 | % |
Please see our Form 8-K and related press release filed on February 25, 2015Appendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and free cash flow (FCF) to the most directly comparable GAAP financial measures.
We also invested for our long-term growth in 2016 while returning substantial capital to stockholders in the form of share repurchases of approximately 6% of total shares outstanding.
| | | | |
| We returned $195 million to stockholders and reduced our outstanding share count by 5 million shares, or 6% | |||
| | | | |
We accomplished key operational improvements in 2016. In addition to our solid financial results, we successfully achieved a number of key operational goals in 2016 that will enable future success, including:
Executive Summary of 2016 Compensation |
Our compensation program rewarded strong financial results. Our 2016 financial performance exceeded targets and resulted in above-target payouts. Results for revenue, adjusted EBITDA and free cash flow generated funding of the ICP (our annual cash bonus plan) at 146% of target.
Notwithstanding these strong results, management and the Committee reduced bonus payouts by 5%. Despite our strong financial results and above-target payout, management recommended and the Committee approved a reduction in ICP funding by 5% across the enterprise because acquisition-related assumptions used in setting target performance did not meet timing expectations. This reduced the calculated bonus to 139% of target. In addition, the payout for the strategic goals portion of the ICP, relative to the funded amount, was increased for one NEO, reduced for one NEO, and unchanged for three NEOs. Finally, results for adjusted EPS and our three-year total stockholder return (TSR) relative to our peer group generated a payout of 124.5% in our long-term performance share plan for 2014-2016.
No across the board increase in base salaries for 4thconsecutive year. Notwithstanding strong operating results, consistent with our practices in recent years, the Committee did not increase NEO base salaries for 2016, except for Mr. Balas in consideration of his promotion to Chief Financial Officer.
Our compensation program also rewarded our many strategic accomplishments. The chart below highlights accomplishments in 2016 across our three strategic focus areas:
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| Strategic Focus | | 2016 Accomplishments | | ||||
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Grow and Scale | ü Grew revenue 28%, driven by double digit growth in the PI segment and strong organic growth in the RMW segment ü Strengthened new product pipeline with high potential products and made significant progress on generating sales from newer product launches demonstrated by our solid organic growth rate in the second half of 2016 ü Launched the VSG and outlined strategic plan and solutions roadmap, achieving all integration milestones | |||||||
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Operational Excellence | ü Exceeded our $30 million cost reduction target by consolidating facitlities, reducing staff costs, outsourcing certain business activites, and delivering on other operational improvements ü Advanced innovation and technology transformation through expansion of CoreLogic Labs ü Completed refinancing and bond redemption, resulting in significantly lower borrowing costs and greater financial flexibility | |||||||
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High Performing Organization | ü Launched core Centers of Expertise to elevate focus on client service, quality and delivery ü Established landmark state-of-the-art hub facility in Dallas, Texas, bringing together representatives across all operating units to drive innovation, collaboration and service excellence ü Simplified our organization model, making it easier to do business with CoreLogic | |||||||
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2016 Say on Pay Vote and Engagement with Our Stockholders |
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| 97% stockholder support on our 2016 say on pay | |||
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We have had strong support from stockholders on Say on Pay. Our Board and management are committed to maintaining sound and effective compensation and governance policies and programs designed to build value for our stockholders. At our 2016 Annual Meeting, 97% of the votes cast were in favor of the advisory vote to approve our executive compensation. With this support in favor of our existing compensation program and following its regular review of our practices, the Committee determined to maintain our 2016 compensation program for 2017.
We engage with our major stockholders. In early 2017, as part of our stockholder engagement strategy, we conducted outreach to 20 of our top stockholders representing approximately 60% ownership. Our stockholder outreach includes ongoing discussions with many of our investors and we often solicit their feedback on a variety of topics, including executive compensation. The stockholders we reached out to did not express concerns over our compensation program design or practices. In addition to soliciting feedback from our stockholders, the Committee routinely assesses our compensation programs and seeks to
maximize alignment between stockholder return and executive compensation while incentivizing and retaining a high-performing management team.
Pay Philosophy |
We pay for performance.Our compensation program is heavily weighted toward performance-based compensation that provides a direct link between rigorous goals for corporate performance and pay outcomes for our executive officers. Our annual incentive plan also ties pay outcomes to the achievement of key strategic objectives that we believe will drive longer-term value to stockholders. We believe that our compensation program provides effective incentives for strong operating results by appropriately aligning pay and performance. Our philosophy is designed to:
Performance-Based Compensation Mix |
We have four elements of total compensation:
86% of our CEO compensation and 74% of the compensation for the other NEOs is performance-based. The chart below demonstrates our pay mix.
Performance-Vested Equity Awards. In 2016, 50% of the target value of our long-term incentive awards for our CEO and other NEOs was granted in the form of performance-based restricted stock units ("PBRSUs") that vest based on adjusted EPS results relative to target and TSR relative to the companies in our peer group (see description of the peer group later in this section). The remaining 50% of target value was granted in the form of time-vested restricted stock units ("RSUs") that require us to achieve a threshold adjusted net income level in order to be eligible to vest.
Use of Rigorous Goals in Our Incentive Plans. We set challenging goals for both our annual incentive and long-term equity plans. The chart below demonstrates the variance in payouts since 2014, outcomes that reflect our pay for performance approach to compensation. Because acquisition-related assumptions used in setting target performance did not meet timing expectations, management recommended and the Committee approved a 5% decrease in the 2016 ICP pool on an enterprise basis. This reduced the overall calculated bonus from 146% to 139% of target.
NEO ICP Corporate Financial Funding as a
% of Target
3 Year Overview
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| Performance vs. Budget (% of Target) | | |||||||||||||||||
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| | | 2014 | | | 2015 | | | 2016 | | |||||||||
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| Revenue | | | 99% | | | 102% | | | 106% | | ||||||||
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| Adjusted EBITDA | | | 87% | | | 107% | | | 102% | | ||||||||
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| Free Cash Flow | | | 134% | | | 144% | | | 132% | | ||||||||
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Long-term Incentives. Payouts under our PBRSU awards also illustrate our use of rigorous performance targets and our adherence to pay for performance. Because we had a sub-optimal result on adjusted EPS in 2014, the 2013 PBRSU award (with a 2013-2015 performance period) paid out at less than half of target value. In contrast, the 2014 PBRSU award (with a 2014-2016 performance period) paid out at 124.5% of target based on particularly strong results in 2015 and 2016.
Average NEO PBRSU Payout as a %
of Target
2 Performance Cycle
(4-Year) Overview
No Base Salary Increases Each Year. Our practice is to benchmark compensation annually but to increase an NEO's base salary only when warranted by an increase in the scope of responsibilities or significant gaps to competitive pay levels. Only Mr. Balas received a base salary increase in 2016 in consideration of his appointment to Chief Financial Officer. In light of anticipated mortgage market headwinds in 2017, the Committee decided that all NEOs will forego base salary increases for 2017, except for Mr. Martell whose salary was increased in connection with his promotion to President and Chief Executive Officer in March 2017.
Use of Strategic Goals in Our ICP. The achievement of strategic goals represents 25% of the annual ICP opportunity for our executive officers. We believe this approach rewards the accomplishment of key objectives that will drive future performance. The strategic goals portion is funded by the results on financial goals. The Committee separately determines the portion of the funded amount that should be paid as a result of achievement of the individual objectives. The Committee carefully evaluates management's accomplishments relative to the goals, as further described below.
Our CEO pay is aligned to stock price performance. The alignment of CEO total direct compensation (base salary, ICP and LTI) and our TSR over the past three years, depicted in the table below, demonstrates alignment of CEO actual pay with results for stockholders. These pay amounts do not include change in pension value or "All Other Compensation" in the 2016 Summary Compensation Table below.
CEO Compensation-TSR Alignment
Pay Program Design and Practices |
We employ good governance practices. The Committee oversees the design and administration of our compensation program and evaluates it against competitive practices, legal and regulatory developments and corporate governance trends. The Committee has incorporated the following leading governance features into our compensation program:
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What We Do | | ✓ Review total compensation relative to median of a peer group of industry-aligned companies with similar executive talent needs ✓ Tie annual incentives to achievement of multiple stretch financial and operating goals ✓ Use performance-based vesting for 50% of long-term compensation, tied to achievement of stretch EPS targets and total stockholder return (TSR) relative to our peers ✓ Maintain robust stock ownership guidelines ✓ Maintain a clawback policy for incentive payments ✓ Use an independent compensation consultant retained directly by the Committee, in its sole discretion, who performs no consulting or other services for the Company's management ✓ Require double-trigger for accelerated vesting upon termination of employment following a change in control ✓ Assess annually potential risks relating to the Company's compensation policies and practices | ||||||
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Don't Do | | ✗ Incentivize participants to take excessive risks | ||||||
✗ Award discretionary bonuses to our | ||||||||
executive officers ✗ Allow margining, derivative, or speculative transactions, such as hedges, pledges, and margin accounts, by executive officers | ||||||||
✗ Provide excessive perquisites | ||||||||
✗ Provide excise tax gross-ups upon termination with a change in control or for other awards | ||||||||
✗ Allow for repricing of stock options without stockholder approval ✗ Pay "single-trigger" change-of-control cash payments or have "single-trigger" equity acceleration | ||||||||
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2016 Compensation Program Overview |
The following table describes our pay program including the role and Practices
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| ELEMENT | DESCRIPTION | ROLE AND PURPOSE | | |||||||
| REWARDS STRATEGY | Tie approximately | Aligns compensation to | ||||||||
| BASE SALARY | Limited increases since 2011 No base salary increase for CEO since 2011 | Provides Increases generally provided | ||||||||
| ANNUAL INCENTIVE PROGRAM | Annual cash incentives based on performance against | Motivates and rewards executives for achievement of key financial results | ||||||||
| LONG-TERM | Performance- Based Restricted Stock Units (PBRSUs) | 50% of 2016 total grant value for Shares | Focuses and |
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| Restricted Stock Units (RSUs) | 50% of Grants vest ratably over three years Requires achievement of threshold operating income goal to be eligible for vesting | |||||||||
Value at vesting based on stock price, | |||||||||||
| RETIREMENT PROGRAMS | 401(k) program for all employees Legacy supplemental executive retirement plan frozen in 2010 with no new entrants allowed | Focuses executives on accumulating savings | ||||||||
| PERQUISITES | Limited benefits available | Focuses executives on rewards from value-creating activities | ||||||||
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Determining Pay | ||
Generally, in determining base salary, target annual ICP and guidelines for long-term equity awards, the Committee considers a number of factors including, but not limited to, the executive officer's:
Consideration of Prior Amounts Realized |
Our philosophy is to incentivize and performance ofreward executive officers for future performance. While the individualCommittee regularly reviews executive officer equity grants and the Company as a whole.vesting, it does not consider prior stock compensation gains (option gains or restricted stock awarded in prior years) in setting future compensation levels.
Peer Group and Benchmarking |
In order to establishmonitor competitive compensation practices, the Committee relies primarily upon data compiled from public filings of selected companies (“comparator companies”)(our peer group) that it considers anto be competitors or appropriate comparisoncomparators for these purposes.executive talent. Criteria for comparatorpeer group selection also include firms that operate in the data, information and analytics space and are competitors for talent. related businesses. Our 2016 peer group is presented in the table below.
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| CoreLogic 2016 Peer Group | | |||||||||||||||||||
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| | | | Comparator Group Rationale | | |||||||||||||||
| Company | | Revenue | | Market Value | | EBITDA Margin | Comparable Revenue Size | Comparable Market Value | Data Analytics | Direct Talent Competitor | ||||||||||
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| | ($MM) | | ($MM) | | (%) | | |||||||||||||
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| Fidelity National Financial | $ | 9,554 | $ | 9,622 | 17 | % | ✔ | |||||||||||||
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| First American Financial | $ | 5,576 | $ | 3,904 | 11 | % | ✔ | ✔ | ✔ | |||||||||||
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| Equifax | $ | 3,145 | $ | 14,159 | 36 | % | ✔ | ✔ | ||||||||||||
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| Broadridge Financial Solutions | $ | 2,897 | $ | 7,708 | 20 | % | ✔ | ✔ | ||||||||||||
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| Gartner | $ | 2,445 | $ | 7,515 | 17 | % | ✔ | ✔ | ✔ | |||||||||||
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| Verisk Analytics | $ | 1,995 | $ | 13,592 | 50 | % | ✔ | ✔ | ✔ | |||||||||||
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| Dun & Bradstreet | $ | 1,704 | $ | 4,463 | 29 | % | ✔ | ✔ | ✔ | |||||||||||
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| DST Systems | $ | 1,557 | $ | 3,504 | 23 | % | ✔ | ✔ | ✔ | |||||||||||
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| Henry (Jack) & Associates | $ | 1,355 | $ | 6,884 | 35 | % | ✔ | ✔ | ||||||||||||
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| Neustar | $ | 1,210 | $ | 1,829 | 41 | % | ✔ | ✔ | ✔ | |||||||||||
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| Black Knight Financial Services | $ | 1,026 | $ | 2,612 | 43 | % | ✔ | ✔ | ✔ | ✔ | ||||||||||
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| Fair Isaac | $ | 881 | $ | 3,844 | 23 | % | ✔ | ✔ | ✔ | ✔ | ||||||||||
| | | | | | | | | | | | | | | | | | | �� | | |
| ACXIOM(1) | $ | 880 | $ | 1,666 | 14 | % | ✔ | ✔ | ✔ | ✔ | ||||||||||
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| CSG Systems | $ | 761 | $ | 1,562 | 23 | % | ✔ | |||||||||||||
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| Ciber(1) | $ | 680 | $ | 279 | -5 | % | ✔ | |||||||||||||
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| IHS(2) | — | — | — | — | — | ✔ | ||||||||||||||
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| 75th Percentile | $ | 2,671 | $ | 7,611 | | 35 | % | — | — | — | — | | ||||||||
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| 50th Percentile | $ | 1,557 | $ | 3,904 | | 23 | % | — | — | — | — | | ||||||||
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| 25th Percentile | $ | 954 | $ | 2,220 | | 17 | % | — | — | — | — | | ||||||||
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| CoreLogic | $ | 1,953 | $ | 3,181 | 23 | % | — | — | — | — | ||||||||||
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| Notes: | ||||||||||||||||||||
| Data above reflects end of the most recently disclosed fiscal year. | ||||||||||||||||||||
| (1) FY16 year-end financial results not yet released at the time of this report, Revenue & EBITDA data reflect 12-month trailing results. | ||||||||||||||||||||
| (2) IHS completed a merger with Markit Ltd in July 2016. | ||||||||||||||||||||
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The comparatorCommmittee reviews executive officer pay relative to the median pay of comparable positions in peer group companies the Committee used for 2014 compensation are identified below. In addition, the Committee considers nationally-recognizedand, as appropriate, relevant survey data published byfrom nationally-recognized consulting firms such as Willis Towers Watson, Mercer and Equilar, and compensation survey data that is scoped to a comparable revenue size for the Company, and usesus, from both general industry and high-technology segment survey data.
The Committee reviews base salaries annually and adjusts them, if appropriate, The Committee received a base salary increase in 2016 and no base salaries were increased for 2017 other than Mr. Martell in connection with his promotion to Base salaries of Named Executive Officer Anand Nallathambi Frank D. Martell(1) James L. Balas(1) Barry M. Sando Stergios Theologides The Incentive Target Incentives. The Committee established the Name Anand Nallathambi Frank D. Martell James L. Balas Barry M. Sando Stergios Theologides ICP Performance Metrics.For Table of The Committee selected these measures in order to Please see Threshold Performance Requirement. For 2016, no award Calculation of Results for achievement of Revenue Adjusted EBITDA Free Cash Flow Funding Formulas for Financial Results. At least 80% of targeted performance The sum of the weighted results of the three financial metrics funds the ICP awards. NEOs receive 75% of the funded amount based on financial results. The remaining 25% of the funded amount is earned based on evaluation of performance The threshold level of the Awards for strategic goal achievement can range from a minimum of no payment to a maximum of 200% of the funded opportunity. The CEO provides the Committee with his assessment of individual results on strategic goals for the other executive officers and the Committee assesses the achievement level of the CEO. Based on these assessments, the Committee determines strategic goal achievement awards for each of the NEOs. The following chart sets forth the steps in setting goals, measuring results and determining awards under the 2016 ICP: Set Goals • Management assesses market opportunities, strategic priorities, and investor expectations • Management proposes ICP financial metrics, strategic priorities, and target performance levels • Board of Directors reviews management proposals and establishes annual financial targets • Compensation Committee establishes performance thresholds and maximums for financial metrics • Compensation Committee establishes strategic goals for each NEO Calculate Funding • Determine if Adjusted Net Income exceeds $55 million threshold • Calculate overall funding from results on the three financial performance metrics, weighted as follows: - Revenue: 34% - Adjusted EBITDA: 33% - Free Cash Flow: 33% Determine Individual Awards • In the absence of a discretionary reduction in funding by the Compensation Committee: - 75% of funded amount is allocated to individuals for financial results - 0% to 200% of the remaining 25% of funded amount is allocated to NEOs based strategic goal results • CEO assesses performance of other NEOs and recommends on payments for strategic goal results • Committee assesses CEO performance and determines payments for all NEOs for strategic goal results Financial results were measured at the Corporate level for NEOs except for Mr. Sando. For Mr. Sando, funding for revenue and adjusted EBITDA was weighted 50% on corporate results and 50% on results for the RMW segment that he manages. Funding for his strategic objectives was determined by corporate results on adjusted EBITDA, in alignment with the other executive officers. The Committee established performance goals at the beginning of the year based on our 2016 operating plan and targeted performance. Over the course of the year, as the business evolved, we increased our guidance as we expected better-than-targeted performance based on an improved market environment. The 2016 targets included significant increases from 2015 actual results, other than for FCF, which was in line with 2015 actual results, but a significant increase from 2015 target. 2015 actual FCF results were $250 million, which exceeded the 2015 target of $178 million. For 2016, FCF was established in line with our long-term targeted rate of converting 50% of adjusted EBITDA into FCF. We outperformed targets across each of our financial measures, delivering strong growth in 2016 Financial Results and Financial Performance Metric 2016 Revenue 34% $1,954 105.9% 129.3% 2016 Adjusted EBITDA 2016 Free Cash Flow Total Strategic Goal Results and Awards. For Messrs. Nallathambi, Balas and Martell, the Committee determined that each of these 2016 ICP Awards. The Committee approved the All numbers represented in 000s Name Anand Nallathambi $1,097 $366 $366 $1,463 $1,390 Frank D. Martell $891 $297 $297 $1,188 $1,129 James L. Balas $419 $140 $140 $559 $532 Barry M. Sando(2) $554 $201 $224 $778 $740 Stergios Theologides $373 $124 $101 $474 $450 Long-Term Incentives (LTI) Our long-term incentive compensation program Long-term incentives In determining the LTI Targets. The Committee established the following 2016 LTI targets for our Name Anand Nallathambi Frank D. Martell James L. Balas Barry M. Sando Stergios Theologides The following chart summarizes our LTI components for 2016: - Annual measurement against 1-year targets and banking of earned shares - Cumulative measurement against 3-year targets Shares earned also subject to meeting 3-year vesting requirement PBRSUs Granted in 2016.The Shares earned are calculated as follows: The number of PBRSUs earned is then subject to modification (A) PBRSUs Eligible to be Earned Based on Annual 2016 2017 2018 30% 50% 20% (B) PBRSUs Earned Based on Adjusted EPS Results Performance Level Less than Threshold < 80% 0% Threshold Target Maximum+ (C) Relative TSR Modifier PBRSUs Earned from EPS Results (B) 150% to 200% of Target 50% to 150% of Target 0% The TSR modifier ensures alignment of PBRSU payouts and results for stockholders. Three-year calculations use the same PBRSU earnout schedule (calculation B above, based on aggregate results over 3 years versus 3-year target) and relative TSR modifier schedule (calculation C above, measured over 3 years versus 3-year target) as for annual calculations. Step 3: PBRSUs earned equals the greater of cumulative PBRSUs earned in We achieved strong operating results in 2016, as evidenced by adjusted EPS well above defined target performance levels. However, our The calculation of PBRSUs granted in 2014 and The number of shares earned from the 2016 Restricted Stock RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date. These awards encourage executive officer retention 2016 LTI Awards to NEOs. 2016 long-term incentive performance is strong. Details of the Timing of Equity Retirement and Employee Benefit Plans Executive officers are entitled to the same benefits generally available to all full-time employees (subject to fulfilling any minimum service requirement) including the 401(k) Executive Supplemental Benefit Plan and the Pension Restoration Deferred Compensation Other Further details regarding perquisites are found in the Role of the The Committee is composed solely of independent members of our Board. The Committee reviews and approves Decisions regarding compensation of the Chief Executive Officer are made solely by the Committee based on its deliberations with input from its independent compensation consultant. Decisions regarding other The Committee meets in executive session with its independent compensation consultant at most meetings. Role of Independent Compensation Consultant The Committee The Committee retained its independent compensation consultant directly, although in carrying out assignments, the Adjustment or Recovery of Awards (Clawbacks) In 2012, the Committee formally adopted new compensation policies and provisions to further improve alignment with best practices. We adopted recoupment provisions which allow us to recover performance-based compensation to the extent that it is later determined that applicable performance goals were not actually achieved due to financial restatement or ethical misconduct. We also added plans including but not limited to the annual incentive cash bonus and performance-based equity awards described above. Anti-Hedging and Pledging Policy The Company maintains a policy that prohibits executive officer Executive Stock Ownership Guidelines and Retention Requirements We require our Covered Minimum Share Ownership Requirement Employment Agreements and Severance Arrangements Each effective retention tool. Each agreement is individually negotiated and terms may vary. For additional information regarding the terms of the employment agreements, including severance arrangements that we have entered into with our Change in Control Agreements All equity awards are granted under the 2011 The Deferred Compensation Plan generally provides for accelerated vesting of In addition to the plan and award agreement provisions described above, we have entered into a change in control agreement (a "Change in Control Agreement") with each of our In addition, if the termination of the Furthermore, under the Change in Control Agreement, for a period ranging from twenty-four to thirty-six months and subject to the executive officer's continued payment of the same percentage of the applicable premiums as the executive officer was paying immediately prior to the date of termination or, if more favorable to the executive officer, at the time at which the change in control occurred, we will provide medical and dental coverage pursuant to COBRA for the executive officer (and if applicable, the executive officer's dependents). To the extent that the executive officer cannot participate in the plans previously available, we will provide such benefits on the same after-tax basis as if they had been available. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers. The Change in Control Agreement provides that if any excise tax imposed by Section 4999 of the Code (or any similar tax), applies to the payments, benefits or other amounts payable under the agreement or otherwise, including without limitation, any acceleration of the vesting of outstanding stock options, restricted stock or performance shares (collectively, the The Change in Control Agreement had an initial term through December 31, 2011 and is automatically extended for additional one-year periods unless either party notifies the other not later than the preceding January 1 that it does not wish to extend the term for an additional year. All agreements with current Impact of Tax and Accounting As a general matter, the Committee takes into account the various tax and accounting implications of the compensation vehicles we Section 162(m) of the Code generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to each of the chief executive officer and certain of the other most highly compensated executive officers. Exceptions are made for qualified performance-based compensation, among other things. RSUs, PBRSUs and performance units granted to The Compensation Committee has reviewed and discussed the foregoing CD&A with management. Based on its review and discussions, the Compensation Committee has recommended to the Board that the CD&A be included in the Company's Annual Report on Form 10-K for the year ended December 31, Members of the Compensation Committee J. David Chatham, Chair Messrs. Chatham The following table sets forth certain information concerning compensation of each named executive officer who served as such during the fiscal years ended December 31, 2016, 2015 and 2014, Grants of Plan-Based Awards for 2016 The following table sets forth information concerning awards made to each of the NEOs under the 2011 Plan during RSUs PBRSUs RSUs PBRSUs RSUs PBRSUs RSUs PBRSUs RSUs PBRSUs Employment Agreements In May 2011, we entered into employment agreements with Anand Nallathambi, Barry M. Sando and Stergios Theologides, and effective June 16, 2014 and October 6, 2014, we amended the employment agreement with Mr. Sando. On July 20, 2011, we entered into an employment agreement with Frank Martell, which was amended effective June 16, Outstanding Equity Awards at Fiscal Year-End for 2016 The following table shows outstanding equity awards held by our NEOs as of December 31, Name Anand Nallathambi Frank D. Martell James Balas Barry M. Sando Name Stergios Theologides Option Exercises and Stock Vested for 2016 The following table sets forth information concerning value realized by each of the NEOs upon exercise of stock options and vesting of other stock awards during Name Number of Value Realized Number of Value Realized Anand Nallathambi Frank D. Martell James Balas Barry M. Sando Stergios Theologides The following table shows the actuarial present value of the accumulated retirement benefits payable upon normal retirement age to each of the NEOs who participate in a pension plan, computed as of December 31, Name Anand Nallathambi Barry M. Sando Pension Restoration Plan During 1996, we adopted the Pension Restoration Plan. This plan is an unfunded, non-qualified plan designed to make up for the benefit accruals that were limited under our tax-qualified pension plan based on compensation in excess of the amount of compensation that may be considered under federal tax law limits for qualified plans. However, in order to limit its expense, the Pension Restoration Plan does not make up for benefit accruals on compensation exceeding $275,000. The Pension Restoration Plan also makes up for benefits that could not be paid from a qualified plan because of limitations imposed by the federal tax laws. Vesting of benefits payable to an employee under the Pension Restoration Plan generally occurs upon employment through Effective January 1, 2009, to comply with Section 409A of the Code, payment of benefits under the Pension Restoration Plan commences the first of the month following a participant's separation from service or six months following a participant's separation from service if he is considered a specified employee. Also, benefit options under the Pension Restoration Plan include various actuarial equivalent annuity options. A participant with at least three years of service with us may elect to retire after attaining age 55, but prior to age 65, and receive reduced benefits. Benefits are reduced 1/180th for each of the first 60 months and by 1/360th for each of any additional months by which the benefit commencement date precedes the participant's normal retirement date. Mr. Sando is the only On June 1, 2010, in connection with spinning off the businesses now known as Executive Supplemental Benefit Plan The Executive Supplemental Benefit Plan provides retirement benefits for, and pre-retirement death benefits with respect to, certain key management personnel. The plan was originally adopted in 1985 and has been amended a number of times since then. Under the plan, as originally adopted, upon retirement at normal retirement date (the later of age 65 or completion of 10 years of service) the participant received a joint life and 50% survivor annuity benefit equal to 35% of includes base salary and commissions, cash bonuses and stock bonuses that are granted to compensate for past services (such as annual incentive bonus RSUs). Under the original plan, the benefit was reduced by 5% for each year prior to normal retirement date in which retirement occurs and, until age 70, increased by 5% (compounded in order to approximate the annuitized value of the benefit had retirement occurred at age 65) for each year after such date in which retirement occurs. With respect to such postponed retirement, the plan took into account covered compensation received until age 70, so that the retirement benefit of an executive who retires after normal retirement date is determined as the greater of the annuitized benefit or the benefit calculated using final average compensation until age 70. To be eligible to receive benefits under the plan, a participant must be at least age 55, have been an employee of us or one of our subsidiaries for at least 10 years and covered by the plan for at least five years. A pre-retirement death benefit is provided consisting of 10 annual payments, each of which equals 50% of final average compensation. Subject to applicable legal rules, the Board can, in its discretion, pay the participant or beneficiary in an actuarial equivalent lump sum or other form of benefit. In the event of a The Executive Supplemental Benefit Plan was amended in September 2005 to provide that participants who thereafter engage in competition with us, either during their employment with or following their departure, To reduce the costs of the plan to us, the plan was further amended in October 2007. Among other changes, this amendment (i) reduced the normal retirement date to the latest of age 62, the date on which the participant completes 10 years of service with us and the date on which the participant was covered, in combination, by the plan or FAC Management Supplemental Benefit Plan for five years; (ii) changed the period over which In connection with the Separation, we transferred sponsorship and administration of a portion of the Executive Supplemental Benefit Plan to FAFC. As part of this transfer, FAFC assumed the liabilities under the portion of the plan covering employees and former employees who were transferred to FAFC. Following the Separation, we remained responsible for the liabilities under the portion of the Executive Supplemental Benefit Plan relating to our employees and former employees who were not transferred to FAFC. We maintain the CoreLogic, Inc. Executive Supplemental Benefit Plan as the successor to the original Executive Supplemental Benefit Plan in satisfaction of its liabilities to such employees who were participants and accrued benefits under the Executive Supplemental Benefit Plan, but were not transferred to FAFC. The CoreLogic, Inc. Executive Supplemental Benefit Plan is intended to provide future benefits for our employees on and after June 1, 2010 and is intended to govern the benefits payable to such employees both before and after June 1, 2010. Effective December 31, 2010, the CoreLogic, Inc. Executive Supplemental Benefit Plan was frozen and amended to, among other things: (i) close the Plan to new participants; (ii) freeze the average pay calculation as of December 31, 2010 (compensation after December 31, 2010 will not be taken into consideration in calculating benefits); (iii) amend the amount and form of the pre-retirement death benefit to provide for payment to a participant's designated beneficiary in an amount equal to the survivor portion of a 50% joint and survivor annuity for the life of the beneficiary, or if the participant's beneficiary is someone other than the participant's spouse or domestic partner, for a maximum of twenty years; and (iv) apply a proration factor to the benefit amount payable, the numerator of which is a participant's service at December 31, 2010 and the denominator of which is the participant's service that would have accrued as of his or her early retirement date if the participant was not early retirement eligible as of December 31, 2010. In addition to the amendments described above, the change of control provisions were amended to provide that participants will become 100% vested in all plan benefits upon an involuntary separation from service without good cause following a change of control. Prior to the amendment, participants became 100% vested in all plan benefits upon a change of control, regardless of whether they incurred a separation of service for any reason. Furthermore, the retirement income benefit provided to participants and commencing upon a separation from service following a change of control on the same basis as though they had attained normal retirement age is limited to participants who experience an involuntary separation from service without good cause following a change of control. As of December 31, Nonqualified Deferred Compensation for 2016 As reflected in the following table, certain of our Name Anand Nallathambi Frank D. Martell James Balas Barry M. Sando Stergios Theologides The Deferred Compensation Plan offers to a select group of management and highly compensated employees the opportunity to elect to defer portions of their base salary, commissions and cash Participants allocate their deferrals among a variety of investment crediting options offered under the plan. The investment crediting rates are based upon the rates of return available under certain separate accounts offered through variable insurance products. For all participants who joined the Deferred Compensation Plan prior to December 31, 2001, the plan provides a pre-retirement life insurance benefit equal to the lesser of 15 times the amount deferred in the participant's first year of participation or $2 million. The life insurance benefit is reduced beginning at age 61 by 20% per year. Participants who join the plan after December 31, 2001 are not eligible for this insurance benefit. We pay a portion of the cost of such life insurance benefits. The plan is unfunded and unsecured. The Deferred Compensation Plan was amended in 2010 to provide for (i) Company contributions to the plan in the form of 401(k) restoration contributions and (ii) Company discretionary retirement savings contributions to a limited number of senior officers who were not eligible to participate in the Executive Supplemental Benefit Plan. The amount of our 401(k) restorations contributions made to participant accounts is determined based on the amount of discretionary matching contributions that would be made under the 401(k) Plan if the participants' deferrals under the Deferred Compensation Plan were instead made under the 401(k) Plan, but without regard to the statutory limits that apply to the benefits that may be provided under the 401(k) Plan. The discretionary retirement savings contribution for Mr. Theologides vests five years following contribution. There are currently no other vesting limitations in the Deferred Compensation Plan. Potential Payments Upon Termination or Change in Control The following tables describe payments and other benefits that would be provided to certain of our assuming a termination or change in control occurred on December 31, Severance Benefit on the seventh month after the Severance Date with an additional 1/24 of the Severance Benefit paid each month until the month which is 24 months after the Severance Date. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions in the employment agreement. Rules adopted by the SEC require our officers, as defined under the relevant SEC rules, and directors, and persons who beneficially own more than ten percent of our issued and outstanding common stock, to file reports of their ownership, and changes in ownership, of our shares with the SEC on prescribed forms. Officers, directors and greater-than-ten-percent beneficial owners are required by the SEC's rules to furnish us with copies of all such forms they file with the SEC. Based solely on the review of the copies of the forms received by us, or written representations from reporting persons that they were not required to file a Form 5 to report previously unreported ownership or changes in ownership, we believe that our officers, directors and greater-than-ten-percent beneficial owners timely complied with all such filing requirements during fiscal Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Our management and the Board are not aware of any other matters to be presented at the Annual Meeting other than those set forth in this proxy statement and in the notice accompanying this proxy statement, nor have we received notice of any matter by the deadline prescribed by Rule 14a-4(c)(1) promulgated under the Exchange Act. Without limiting our ability to apply the advance notice provisions in our Bylaws with respect to the procedures which must be followed for a matter to be properly presented at an annual meeting, if other matters should properly come before the Annual Meeting, the proxy holders will vote on such matters in accordance with their best judgment. Only our stockholders and their invited guests may attend the Annual Meeting. If you are a stockholder of record, you must bring proof of identification. If you hold your shares through a broker, bank or other nominee, you will need to provide proof of ownership—for example, a copy of a brokerage statement showing your share ownership—and proof of identification. Additional documentation is required to vote your shares at the Annual Meeting if you hold your shares through a broker, bank or other nominee. See Stockholders of record as of the close of business on March A stockholder of record is a person or entity whose name appears as an owner of one or more shares of our common stock on the records of our transfer agent as of its close of business on the record date. If you hold shares as a stockholder of record, you have the right to vote those shares in person at the Annual Meeting. If you choose to do so, you can vote using the ballot provided at the Annual Meeting or, if you received a printed set of the proxy materials by mail, by submitting at the Annual Meeting the proxy card enclosed with the proxy materials you received. Since a beneficial holder is not the stockholder of record, if you are a beneficial holder of shares, you may not vote those shares in person at the Annual Meeting unless you obtain a Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. As of the record date, Each share of CoreLogic common stock, excluding treasury shares, is entitled to one vote on each of the nine director nominees and on each other proposal to be voted on at the Annual Meeting. Nine. At the Annual Meeting, stockholders may vote for the election to our Board of up to nine nominees for director. The nine director nominees are: Proposal 1 Because the number of director nominees timely nominated for election at the Annual Meeting does not exceed the number of directors to be elected at the Annual Meeting, our Bylaws provide that each director nominee will be elected to the Board to serve until the next annual meeting and as soon thereafter as their successors are duly elected and qualified, if the nominee receives a majority of votes cast with respect to such director nominee's election. A Proposal 2 Approval, on an advisory basis, of the compensation of our NEOs requires the affirmative vote of the holders of a majority of shares of common stock present in Proposal 3 – Vote, on an Advisory Basis, on the Frequency of Future Advisory Votes on the Compensation of our NEOs The affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal is required to approve, on a non-binding, advisory basis, a frequency option for future advisory votes on executive compensation (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted in favor of one of the frequency options for it to be approved). However, if no frequency option receives the affirmative vote of at least a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting, then the Board of Directors will consider the option receiving the highest number of votes as the preferred option of the stockholders. The selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, If you are a stockholder of record, you may vote on matters that properly come before the Annual Meeting in one of four ways: You may vote over the Internet. You do this by following the instructions provided either in the Notice or on the proxy card accompanying the proxy statement if you received a printed set of the proxy materials. If you submit your proxy over the Internet, your shares will be voted as you instruct. You do not have to separately mail in your proxy card. You may vote by mail. If you received a printed set of the proxy materials, you do this by signing and dating the proxy card accompanying the proxy statement and mailing it in the enclosed, prepaid and addressed envelope within the required time. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. You may vote by telephone. You do this by following the instructions provided on the proxy card accompanying the proxy statement if you received a printed set of the proxy materials. If you submit your proxy by telephone, your shares will be voted as you instruct. You do not have to separately mail in your proxy card. You can vote your shares in person at the Annual Meeting. If you choose to do so, you can vote using the ballot provided at the Annual Meeting, or, if you requested and received printed copies of the proxy materials by mail, you can complete, sign and date the proxy card enclosed with the proxy materials you received and submit it at the Annual Meeting. If you hold your shares in "street name," you will receive instructions from your broker, bank or other nominee that you must follow in order to instruct how your shares are to be voted at the Annual Meeting. If you shares are held in For those stockholders who hold shares pursuant to the 401(k) Plan, Fidelity Management Trust Company The named proxy holders, Frank D. Martell, President and Chief Executive Officer, or Stergios Theologides, Senior Vice President, General Counsel and Secretary, will vote your shares in the manner recommended by our You have the power to change or revoke your proxy at any time before the polls close at the Annual Meeting. Only your latest-dated proxy counts. You may do this by: A representative of Alliance Advisors, LLC ("Alliance Advisors") will serve as inspector of elections and will tabulate the votes cast at the Annual Meeting and certify the results. If you lose, misplace or otherwise need to obtain a proxy card, and you are a stockholder of record, please contact our proxy solicitor, Alliance Advisors, toll-free at 1-855-325-6671. If you are a beneficial owner of shares held indirectly through a broker, bank or other nominee, please contact your account representative at that organization. A If you are a beneficial owner of shares held in "street name" by a broker and you do not submit voting instructions to your broker, your broker may vote your shares at the Annual Meeting only on "routine matters" (as defined by NYSE rules) on which it has discretion to vote. The NYSE currently considers only Proposal 4 — the proposal to ratify the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, Accordingly, if your shares are held in "street name" and your broker has not received voting instructions from you, your broker may exercise its discretion to vote your shares on the proposal to ratify the selection of PwC as our independent registered public accounting firm, but will not be permitted to vote your shares on any of the other proposals at the Annual Meeting. If your broker exercises this discretion, your shares will be treated as present and entitled to vote at the Annual Meeting for purposes of establishing the presence or absence of a quorum and voted on the proposal to ratify the selection of PwC in the manner directed by the broker, but will constitute "broker non-votes" on each of the other proposals at the Annual Meeting. These broker non-votes will not be counted in determining the outcome of any of the other proposals. For the election of directors, you may vote For purposes of the proposals regarding the vote to approve, on an advisory basis, the compensation of our frequency of future advisory votes on the compensation of our NEOs), abstentions have the effect of votes What percentage of stock do the directors and executive officers own? As of the record date, our directors and executive officers owned approximately Who is paying the cost of preparing, assembling and mailing the notice of the annual meeting of stockholders, proxy statement and form of proxy, and the solicitation of the proxies? We will pay the costs associated with the preparation, assembly and mailing of the Notice, proxy statement and form of proxy, as well as the cost of soliciting proxies relating to the annual meeting. We will also pay brokers, banks and other nominees for the reasonable expenses of forwarding solicitation materials to their customers who own shares of our common stock. In addition to this proxy statement, our directors, officers and other regular administrative employees may solicit proxies. None of them will receive any additional compensation for such solicitation. To reduce expenses, in some cases, we are delivering one set of proxy materials to certain stockholders who share an address, unless otherwise requested. Upon oral or written request, we will deliver promptly a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of proxy materials was delivered. If you are a stockholder of record at a shared address to which we delivered a single copy of the proxy materials and you desire to receive a separate copy of the proxy materials, including our ALLIANCE ADVISORS, LLC Stockholders May Call Toll-Free: 855-325-6671 If you hold your shares through a broker, bank or other nominee, please contact your broker, bank or other nominee directly if you have questions, require additional copies of the proxy materials, or wish to request single or multiple copies of the proxy materials in the future. Our Board recommends you the frequency of future advisory votes on the compensation of our NEOs; and We will announce preliminary voting results as soon as possible after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file with the SEC a Current Report on Form 8-K to disclose preliminary voting results and, within four business days after the final results are known, we will file an amendment to that Form 8-K to disclose the final voting results. Whom can I contact if I have questions or need assistance in voting my shares, or if I need additional copies of the proxy materials? Please contact Alliance Advisors, the firm assisting the Board in the solicitation of proxies, at: ALLIANCE ADVISORS, LLC Stockholders May Call Toll-Free: 855-325-6671 Requirements for Director Nominations and Stockholder Proposals to be Brought Before an Annual Meeting. In order for a director nomination or a proposal by you or a fellow stockholder to be considered properly brought before an annual meeting, the stockholder must have given timely notice in writing to our Secretary. A stockholder's notice to our Secretary shall set forth certain information concerning the stockholder and each director nomination or proposal, as specified in Section 2.10 of our Bylaws, and must comply with the other requirements specified in Section 2.10 of our Bylaws. To be timely for the Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials. Stockholders interested in submitting a proposal for inclusion in the proxy statement for our We will, upon the written request of any stockholder on the record date for the Annual Meeting, furnish without charge a copy of our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, The Board is not aware of any matters to come before the Annual Meeting other than those set forth on the notice accompanying this proxy statement. If any other matters come before the Annual Meeting, the holders of the proxies will vote thereon in accordance with their best judgment. Information is at the core of smart decision making. CoreLogic uses the power of information, technology and services to help businesses and consumers connect to improve lives and create a better world. This serves as the founding principle of our commitment to corporate social responsibility and is translated into action through: Investment in our communities. This includes financial investments, in-kind contributions and employee volunteerism. One of our CORE values is to make a meaningful difference in the communities where we live and work. This is brought to life though national partnerships and local initiatives in support of affordable housing initiatives, community reinvestment through research, and financial literacy to underbanked populations. Commitment to a positive, diverse and inclusive experience for all employees. Diversity and inclusion are woven into our business and workplace culture. We believe that building a diverse and inclusive culture is critical to winning in the workplace, in the marketplace and in the community. Our commitment to an inclusive environment. This demonstrates a deeper commitment to maximizing the potential of our employees, our communities and the value we create for our stockholders. This commitment is demonstrated through: CoreLogic is an Equal Employment Opportunity employer. We are committed to providing a workplace environment free from discrimination and harassment. We advance this agenda through training and orientation for all employees; consistent administration of related employment practices and policies; and alignment of expectations and communications to all vendors and supplier partners. We are steadfast in our investment to bridging community and business goals to discover strategic solutions on a global stage and to continue to explore innovative ways to drive societal investments that strengthen our communities and influence positive change. This proxy statement contains certain non-GAAP financial measures, such as adjusted EBITDA, adjusted EPS and FCF, which are provided only as supplemental information. The Company uses these non-GAAP adjusted financial measures to evaluate the company's operating and financial performance and for planning purposes, and as performance measures in its executive compensation program. The Company believes that its presentation of non-GAAP measures provides useful supplemental information to investors and management regarding CoreLogic's financial condition and results. Investors should consider these non-GAAP financial measures only in conjunction with the most directly comparable GAAP financial measures. These non-GAAP measures are not in accordance with or a substitute for U.S. GAAP. Other firms may calculate non-GAAP measures differently than CoreLogic, which limits comparability between companies. Adjusted EBITDA is defined as net income from continuing operations adjusted for interest, taxes, depreciation and amortization, stock compensation, non-operating gains/losses and other adjustments. Adjusted EPS is defined as income from continuing operations, net of tax per share adjusted for stock compensation, amortization of acquisition-related intangibles, non-operating gains/losses, and other adjustments; tax affected at an assumed effective tax rate of 35%, 36% and 35% for 2017, 2016 and 2015, respectively. FCF is defined as net cash provided by continuing operating activities less capital expenditures for purchases of property and equipment, capitalized data and other intangible assets. A reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures is included below. CORELOGIC, INC. Net income/(loss) from continuing operations Income taxes Depreciation and amortization Interest expense Stock-based compensation Non-operating losses Efficiency investments Transaction costs Amortization of acquired intangibles included in equity in earnings of affiliates Adjusted EBITDA Net income/(loss) from continuing operations Income taxes Depreciation and amortization Interest expense Stock-based compensation Non-operating losses Efficiency investments Transaction costs Adjusted EBITDA CORELOGIC, INC. Income from continuing operations, net of tax Stock-based compensation Non-operating losses/(gains) Efficiency investments Transaction costs Depreciation and amortization of acquired software and intangibles Amortization of acquired intangibles included in equity in earnings of affiliates Income tax effect on adjustments Adjusted EPS CORELOGIC, INC. Net cash provided by operating activities — continuing operations Purchases of property and equipment Purchases of capitalized data and other intangible assets Free Cash Flow Net cash provided by operating activities — continuing operations Purchases of property and equipment Purchases of capitalized data and other intangible assets Free Cash Flow From San Diego: Take I-5 north, transaction to I-405 north. Exit Irvine Center Dr., keep to the left at the fork in the ramp. Turn left from the center lane on Enterprise, then turn right onto Irvine Center Dr. Take the first left onto Pacifica. Take the first left at the driveway between the two buildings. From Los Angeles: Take I-5 south, exit at Alton Pkwy., keeping to the right, to take the ramp at Alton; slight right onto Enterprise. Turn left onto Alton Pkwy. Turn left onto Irvine Center Dr., then take the second right onto Pacifica. 40 Pacifica is on the left. From Riverside: Take 91 west, transition to 55 south towards Newport Beach. Merge onto I-5 south towards San Diego. Take the exit at Alton Pkwy., keeping to the right, to take the ramp at Alton; slight right onto Enterprise. Turn left onto Alton Pkwy. Turn left onto Irvine Center Dr., then take the second right onto Pacifica. 40 Pacifica is on the left. When you arrive, take a ticket and proceed into the parking garage. CoreLogic visitors parking is to the right. 29-PROXY2017-0317-00 40 Pacifica, Ste. 900 ANNUAL MEETING OF STOCKHOLDERS May 3, 2017, 2:00 p.m. PacificTime This proxy is solicited by CoreLogic’s Board of Directors. The undersigned stockholder(s) of CoreLogic, Inc. hereby revoke(s) all previously granted proxies and appoint(s) Frank D. Martell and Stergios Theologides, and each of them, as proxies for the undersigned, with power to act without the other and with power to each of substitution, and hereby authorize(s) them to attend the annual meeting of the stockholders of said corporation to be held May 3, 2017, at 2:00 p.m. Pacific Time, at the executive offices of CoreLogic, Inc., 40 Pacifica, Irvine, California 92618, and any postponements or adjournments thereof, and to vote all of the shares of common stock of CoreLogic, Inc. that the undersigned is/are entitled to vote at such meeting as indicated on the reverse side hereof, with all powers that the undersigned would have if acting in person, and with discretionary authority to act on such other matters as may properly come before said meeting or any postponements or adjournments thereof. THE SHARES OF COMMON STOCK REPRESENTED HEREBY SHALL BE VOTED SPECIFICALLY ON THE PROPOSALS LISTED ON THE REVERSE SIDE HEREOF AS THERE SPECIFIED. WHERE NO SPECIFICATION IS MADE, SAID SHARES OF COMMON STOCK SHALL BE VOTED “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 4 AND “EVERY ONE YEAR” ON PROPOSAL 3. YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY Continued and to be signed and dated on reverse side PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May 3, 2017. The Notice of Annual Meeting and Proxy Statement and our 2016 Annual Report to Stockholders are available at: http://www.viewproxy.com/CoreLogic/2017 TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON EACH OF THE ITEMS BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.The Board of Directors Recommends a Vote FOR each of the Nominees in Proposal 1, FOR Proposals 2 and 4 and EVERY ONE YEAR on Proposal 3. Please mark x 1. Electionof directors: FOR AGAINST ABSTAIN 2. To approve, on an advisory basis, the compensation of theCompany’s named executive officers. oFORoAGAINSToABSTAIN 3. To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of the Company’s named executive officers. o EVERY ONE YEAR o EVERY TWO YEARS o EVERY THREE YEARS o ABSTAIN 4. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. oFORoAGAINSToABSTAIN In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. 01 J. David Chatham o o o 02 Douglas C. Curling o o o 03 John C. Dorman o o o 04 Paul F. Folino o o o 05 Frank D. Martell o o o 06 Thomas C. O’Brien o o o 07 Jaynie Miller Studenmund o o o 08 David F. Walker o o o 09 Mary Lee Widener o o o I plan on attending the meeting o Please sign exactly as your name(s) appears on this proxy card. If held in joint tenancy, all persons should sign. Trustees, administrators, etc. should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing this proxy card. Date: Signature Signature (if held jointly) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11 digit control number ready when voting by Internet or Telephone. Internet and telephone voting is INTERNET Vote Your Proxy on the Internet: Go to www.AALvote.com/CLGX Have your proxy card available when you access the above website. Follow the prompts to vote your shares. TELEPHONE Vote Your Proxy by Phone: Call 1 (866) 804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. If you vote your proxy by Internet or by Telephone, you do NOT need to Pay MixThe Committee has designed our compensation structure to focus our NEOs on total Company performance and has weighted their pay mix heavily on performance-based incentive pay. The Committee believes that the overall pay mix and emphasis on long-term incentives, together with our stock ownership guidelines and retention requirements, limits excessive risk-taking to enhance short-term gain. By following this balanced approach, the Committee endeavors to provide our NEOs with a measure of security with respect to the minimum level of compensation to be received through base salaries, while motivating them to focus on the business metrics that we believe will produce a high level of performance for the Company with corresponding increases in stockholder value. The Committee also seeks to provide an incentive for performance, while simultaneously reducing the risk of loss of top executive talent to competitors.33The target pay mix for our Chief Executive Officer and the average target pay mix for the next three highest paid NEOs in 2014 is displayed in the chart below:Legend:At-Risk PayPBRSUsAligned with Stockholder InterestsStock OptionsBase SalaryRestricted SharesIncentive Plan CompensationPBRSUsStock OptionsRestricted SharesThe Committee sets NEO base salaries based on the experience and level of responsibility. Base salaries are intended to be competitive with annual cash compensation for comparable positions with comparator companies and/or the broader market. based on factors such asto recognize performance, changes to roles and responsibilities, length of service, or comparison of base salaryand gaps relative to thosebase salaries of similar individuals in peer companies or the broader market.The Committee does not specifically weigh any one factor in setting base salaries, but makes a subjective judgment based on various factors. The Committee generally targets base salaries at or slightly above market median based on our peer group and relevant compensation survey data. data described above.also takes into accounthas not increased CEO base salary in five years. In an effort to increase the factors described above, as well asweighting of variable, performance-based pay in the NEO’s potentialcompensation mix, the Committee has in recent years withheld base salary increases for executive officers, with the exception of promotions or expansions of roles and responsibilities. The Committee has maintained this practice even in years of outstanding company performance. Mr. Nallathambi's base salary has not increased since 2011. The Committee increased the base salary for Mr. Balas in 2016 in recognition of his promotion to continueChief Financial Officer. No other NEOsgrow with usPresident and the potential costChief Executive Officer in March 2017. replacing the executive officer.Other thanofficers for new hires2015, 2016 and changes to an executive officer's roles and responsibilities, the Committee generally reviews NEO base salaries2017 are set forth in the first quarter each year. Followingtable below: 2015 2016 2017 $800,000 $800,000 $800,000 $650,000 $650,000 $725,000 $350,000 $425,000 $425,000 $550,000 $550,000 $550,000 $425,000 $425,000 $425,000 market compensation assessment, in March 2014 the34Committee chose to maintain base salaries for each of the NEOs at 2013 levels. Mr. Martell’s salary was increased in June 2014increase effective April 18, 2016 in connection with his promotion to Chief OperatingFinancial Officer and Financial Officer. The decision to generally maintain salaries at the 2013 levels despite strong 2013 performance was madeMr. Martell received a base salary increase effective March 6, 2017 in order to reinforce the need to manage fixed costs and place a greater emphasis on paying for performance.For 2015, following a market assessment, the Committee determined to increase base salaries for Mr. Sando, in recognition ofconnection with his promotion to senior executive vice president in late 2014,President and for Mr. Theologides in order to move his salary from below the bottom quartile to closer to median and in recognition of his expanded role to include government affairs.Chief Executive Officer.The base salaries of the NEOs for 2013, 2014 and 2015 are as follows:Named Executive Officer Anand Nallathambi $ 800,000 $ 800,000 $ 800,000 $ 550,000 $ 650,000 $ 650,000 $ 500,000 $ 500,000 $ 550,000 $ 350,000 $ 350,000 $ 425,000 (1) Annual Bonus (ICP)In connection with Mr. Martell's appointment as Chief Operating and Financial Officer effective June 16, 2014, his 2014 base salary was increased to $650,000.(2)Messrs. Sando and Theologides received base salary increases effective February 24, 2015.AnnualBonusThe annual incentive bonus is a critical component of the NEO compensation program, rewardingCompensation Plan (ICP) rewards executive officers primarily based on our annual performance. When considered in combination with other compensation components, the annual incentive bonus is designedfor financial and operating performance relative to provide a balanced emphasis on growth initiatives, operational efficiency and prudent risk taking. The annual incentive program and reward opportunities are aligned with our greater emphasis on long-term incentives as opposed to short-term cash payouts.Our annual ICP is structured to define specific goals, evaluate performance against thosepredetermined financial goals and then allocate payouts to individual executives based primarily on the financial results but also considering achievements on identified key individual objectives (see illustration below).strategic objectives. As part of our business planning process, management evaluatesprioritizes a range of value drivers such asbased on anticipated market demand including estimated mortgage origination volumes, prior year performance, business strategy goals and risk factors in order to establish performance goals for the upcoming year.factors. The Committee then evaluates these goals againstmanagement's recommendations in light of stockholder expectations and establishes final performance objectivesICP financial and strategic goals including payout ranges. To support achievement of these goals,range.Committee establishesfollowing 2016 target bonus opportunities at levels generally aligned with market median annual incentive opportunities.for our NEOs: ICP Target Bonus Title Base
Salary
($000s)% of Salary ($000s) President and Chief Executive Officer $800 125% $1,000 Chief Operating Officer $650 125% $ 813 Chief Financial Officer $425 90% $ 383 Senior Executive Vice President, Group Executive, Risk Management and Workflow $550 100% $ 550 Senior Vice President, General Counsel and Secretary $425 80% $ 340 2014,2016, the Committee establishedselected the following three performance measures based on revenue,for the ICPEBITDAfor interest, taxes, depreciation and free cash flow (which is defined for purposesamortization, stock compensation, non-operating gains/losses and other adjustments, as set forth in the Performance Unit Agreementour financial statementsContentsassets). As contemplated in the award design, adjusted EBITDA is determined without regard to (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss, (f) foreign exchange gains and losses and (g) the effects of a stock dividend, stock split or reverse stock split. assetsprovidereflect a balanced focusperspective on performance across several key metrics aligned withincluding growth, profitability and cash management. In addition, theThe Committee believes results for these measures drive stockholder value.our Form 8-K and related press release filed on February 25, 2015Appendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and free cash flow to the most directly comparable GAAP financial measures.The Committee awards performance units under the 2011 Plan in order to permit us to deduct for tax purposes the entire amount of the annual bonus under Section 162(m) of the Code. Unlike PBRSUs or RSUs, the performance units are not equity-based awards, but are instead used as a vehicle to determine the amount of each NEO’s annual bonus in a manner intended to comply with Section 162(m) of the Code. The number of performance units awarded to each NEO is established at twice the target bonus opportunity that is payable to the NEO if specified performance measures are achieved (see below).35Then, after the performance year has ended and the Committee determines the actual incentivefor each NEO, the appropriate number of performance units is converted into cash and paid to the executive officer, with the remaining units being canceled. No award iswas payable unless our 20142016 adjusted net income exceeded the performance threshold of $50$55 million. The performance threshold was increased to $57.5 million established in the performance unit award agreement at the timefor 2017.grant for purposes of preserving deductibility under Section 162(m)Awards. For 2016, 75% of the Code.For 2014, the ICP awardopportunity was weighted 80% to Company performance goals and 20% to individual goals (MBOs) that contribute to attainment of our short term objectives and long-term strategy. The portion of the incentive opportunities weighted to MBOs is also generally dependentbased on the level of achievement of our financial performance goals and 25% on established objectives for each executive officer in the amountsthree major planks of our business strategy: (1) grow and scale, (2) operational excellence, and (3) high performing organization. The Committee determined that may become payable based on attainment ofthese were the MBOs will generally increase or decrease in direct correlation to the level of thecritical strategic initiatives for aligning annual operating performance with our long-term strategy.ourrevenue, adjusted EBITDA, and free cash flow goals were weighted as follows in 2016:34 % 33 % 33 % goals. For example, if none of the performance goals is(threshold) for a metric must be achieved at theto generate any funding. At threshold, level, no MBO portion of the award will be funded. However, if each Company performance goal is achieved at the target level, the MBO portion of the annual award is generally funded at 100%34% of the target level and based on individual achievement may be paid out up to the funded level. If each Companyaward is funded. At 120% of targeted performance goal is achieved at(maximum), the maximum level, the MBO component is funded atof 200% of the target level and based on individual achievement may be paid out up to the funded level. Notwithstanding the foregoing, in special circumstances where an executive officer's performance on MBOs exceeds expectations, the Committee may award an MBO payment that exceeds the funded level, but in no event will the MBO component payment exceed the funded level for maximum performance.In order for any annual incentive award to be paid out based on attainment of a particular performance measure, we must have achieved a threshold performance level of 88% of budgeted performance for the particular performance measure. At this threshold performance level, 50% of the target bonus amount allocable to the performance measure is payable; at the target performance level, 100% of the target bonus amount allocable to the performance measure is payable; and at the superior performance level of 115% of budgeted performance, 200% of the target bonus amount allocable to the performance measure is payable. No bonus is earned with respect to a performance measure for performance below the threshold amount.funded. For performance levels greater than threshold andbut less than target or greater than target but less than36will beis determined by linear interpolation. Total cash payable underThe funding formula parameters are set out in the following table:
Performance Level Less than
Threshold Threshold Target Maximum and Above Performance as % of Target < 80% 80% 100% 120% Payout as a % of Target 0% 34% 100% 200% units is capped at 200% of target.on strategic goals. Notwithstanding the annual cash bonus program design,actual ICP funding results, the Committee retains the discretion to decrease the actual annual cash bonus..Determining Awards for Strategic Goal Achievement.NEO MBOs 2016 executive officer strategic objectives are stretch goals aligned to growth objectives,measurable accomplishments which accelerate achievement of our long-term strategy and are critical to our short and long-term performance that arenot otherwise not measurable through theannual financial performance metrics. For 2014, the MBOsSuccess indicators included a combinationtop- and bottom-line growth, operational milestones and business and program innovation.following objectives:ICP adjusted net income goal must be achieved as a condition for funding awards for achievement of strategic objectives. As described above, the award opportunity for strategic goals flexes up or down based on overall financial results and funding, such that the portion of each executive officer's bonus tied to strategic objectives is aligned with our financial performance.
2016 Incentive Compensation Plan Award Determination specifically identified areas, innovation, operational excellence,our core operations and leadershipcontinued success in cost-efficiency programs.organizational effectiveness.a result of our 2014 performance, our Company performance goal payouts were approximately 99% of target. These reflect achievement of revenue just below the targeted level, not reaching threshold levels of EBITDA, and achieving superior free cash flow. The weighting, targets and actual performance for financial measures are outlinedset out in the table below.below, 2016 financial performance resulted in 146.3% of target funding. Because acquisition-related assumptions used in setting target performance did not meet timing expectations, management recommended and the Committee approved a 5% decrease in the 2016 ICP pool on an enterprise basis. This reduced the overall calculated bonus from 146% to 139% of target.Financial Performance Metric Weight Budget (In Millions, except percentages) Actual 2014 Results (In millions, except percentages) Percentage Achieved Bonus Funding 2014 Corporate Revenue 34% $ 1,420 $ 1,405 98.9 % 95.6 % 2014 Corporate adjusted EBITDA 33% $ 415 $ 360 86.8 % — 2014 Corporate Free Cash Flow 33% $ 185 $ 248 134.3 % 200 % Weight Target
($000)Actual 2016
Results
($000)Percentage
AchievedFunding
Percentage
$1,845 33% $490 $500 102.0% 110.2% 33% $245 $333 135.9% 200.0% 100% 146.3% _____________Note: In December 2013, we moved our AMPS segment into discontinued operations asbusinesses were heldexecutive officers achieved his strategic objectives at a level that either equaled or exceeded the level of financial results achieved, and set each executive officer's bonus funding for sale.NEO. Any differences amongexecutive officer.NEOs’ actual bonus award as a percentage of their target bonus award are the result of differing levels of achievement of the MBOs by the NEOs. The MBO portion of the incentive bonus awardfollowing ICP awards for performance in 2016: Financial Strategic Goals (25%) Funded ICP Award Actual Total ICP Goals (75%)(1) Funding Actual (Before Adjustment) (Reduced to 95%) Theologides exceeded the formulaic payout amount asSando are calculated based on a result50/50 split between corporate targets and RMW segment revenue and EBITDA targets, together accounting for 75% of his successful work on four special projects during 2014. As noted above, in special circumstances, where an executive officer's performance on MBOs exceeds expectations,total ICP award. Unadjusted funding results for the Committee may award an MBO payment thatRMW segment were 122.6% of target.37exceeds the funded level, but in no event will the MBO component payment exceed the funded level for maximum performance. ICP Target Bonus (Dollars in Thousands) Base Salary % of Salary ($000s) ICP Award Anand Nallathambi President & CEO $800 125 % $ 1,000 $985 Frank D. Martell Chief Operating & Financial Officer $650 125 % $ 813 $800 Barry M. Sando Group Executive $500 100 % $ 500 $493 Stergios Theologides SVP, General Counsel $350 80 % $ 280 $295 Long-Term Incentivesemphasizes achievement of long-term operating objectivesis designed to motivate and reward profitable growth and stockholder value creation. The Committeecreation through awards LTI in the form of RSUs, PBRSUsperformance-based and stock options.time-vested equity. The Committee believes that using a portfolio ofperformance-based and time-vesting equity vehicles that vest over time with majority weighting on performance-based vehicles balances the need to reward superiorreinforces both performance with the desire to align theand retention of key executives while aligning their interests of our NEOs with those of our stockholders. When considered in combination with our other compensation componentsstockholders and our stock ownership guidelines and retention requirements, long-termencouraging an appropriate level of risk-taking.ensure balanced emphasis on growth initiatives and appropriate risk-taking.In 2014, long-term equity incentive compensation representedrepresent the largest component of total NEOexecutive officer compensation. Reflecting the performance emphasis of our long-term incentive approach,In 2016, we weight the grant date target value of PBRSUs, which require achievement of long-term performance goals, atgranted 50%. For 2014, PBRSUs were granted contingent on achievement of adjusted EPS goals over a three-year period. For 2014, stock options were weighted at 20% of total grant dateLTI value in PBRSUs, and RSUs at 30% of total grant date value. 50% in RSUs.amountsamount of the equity compensation awarded to each executive officer, the Committee primarily considered a variety of factors including:company and individual performance,performance. However, the Committee may also consider any factor it considers relevant including competencies, skills, prior experiences, scope of responsibility and accountability within the organization, and the target long-term incentive opportunities awardedawards made by comparatorpeer group companies to similarly situated executives andsimilarly-situated executive officers.desired mix of fixed- vs. performance-based pay.NEOs: Base
SalaryTarget LTI Title ($000s) % of Salary ($000s) President and Chief Executive Officer $800 535% $4,280 Chief Operating Officer $650 350% $2,275 Chief Financial Officer $425 150% $637.5 Senior Executive Vice President, Group
Executive, Risk Management and Workflow $550 200% $1,100 Senior Vice President, General Counsel and Secretary $425 200% $ 850 LTI VEHICLEWEIGHTOVERVIEW PBRSUs 50%● LTI VEHICLEWEIGHT OVERVIEW PBRSUs
50%Provides greater long-term focus on profitable growth and alignment with stockholders● on share price
3-year measurement period using adjusted EPS growth goals●
Earn the greater number of shares from:● Final
Shares earned from EPS performance subject to modification based on 3-year TSR modifier appliedrelative to banked shares before vesting at end of performance periodOPTIONS20%● Aligned with stock price appreciation● Vest in 3 equal installments over 3 yearsRSUs30%● RSUs50% Intended to encourage executive officer retention and alignment with stockholders ● Vest on share price
Vests in 3 equal annual installments over 3 years Performance-Based Restricted Stock Unitsprimary metric used in the 20142016 PBRSUs isare earned based on annual adjusted EPS which is measured over a 3-year period through 2016.achieved relative to annual targets for each of the three years of the performance period. Please see our Form 8-K and related press release filed on February 25, 2015Appendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and free cash flow to the most directly comparable GAAP financial measure.measures.finalnumber of PBRSUs earned is based on a schedule that provides for 50% of PBRSUs to be earned for annual adjusted EPS results at 80% of target (threshold) and 200% of PBRSUs to be earned for results at 120% of target (maximum). PBRSUs earned each year are accrued until the end of the three-year performance period.38
Step 1: Calculate Annual PBRSUs Earned Versus Target
Adjusted EPS Results (% of Total PBRSUs Granted) Adjusted Annual EPS Results
(% of Target) Accrued PBRSUs Earned
(% of Target) 80% 50% 100% 100% 120% 200% Annual TSR Performance
(Relative to Peers)Modifier Top quartile No modification Below top quartile Earnout capped at 150% of target — No modifications Above peer median Earnout is 50% of target Below peer median No earnout
Step 2: Calculate 3-Year EPS Results
each of 3 annual calculations during the grant cycle (from Step 1) or overall
3-year calculation (from Step 2)2014 comparator companies', as detailedTSR was not in the following table. Participants have the opportunity to earn the better of each one year performance during the three-year performance period or the cumulative three-year performance attainment. No shares are fully earned until vesting at the end of Year 3.The following is a summarytop quartile of the Peer Group. As a result, the PBRSUs earned for 2016 performance were capped at 150% of target, as illustrated below. 2016
Portion of
2016-2018
Performance
Period % of Award
Subject
to Crediting in
2016 Adj EPS
Target Adj EPS
Results % of
Adj EPS
Target
Achieved Adj EPS
Performance
Level % of Award
Subject to
Crediting for Adj EPS
Results Adjusted for TSR
Modifier 2016 30% $2.18 $2.42 111% 155% 47% 45% 2013 PBRSU awards and related payout:•adjusted 2014 EPS target was set at $1.65 and $1.93, respectively;•actual adjusted EPS achieved for 2014 was $1.33;as a result, no shares were credited towards the vesting atwhich paid out after the end of the 3-year2014-2016 performance period for either PBRSU award.We believe this is further evidence of our pay-for-performance compensation approach. The grant date fair valuepresented in the table below. Three-year adjusted EPS results exceeded the total of the 2014single-year achievements, and 2013 PBRSU awards is reflected in our Summary Compensation Table below; however the NEOs will receive no payout or valueparticipants earned 124% of target PBRSUs. 2014-2016
Performance
Period % of Award
Subject
to Crediting Adjusted
EPS
Target Adj EPS
Results % of
Adj EPS
Target
Achieved Adj EPS
Performance
Level % of Award
Subject to
Crediting
for Adj EPS
Results Adjusted for TSR
Modifier % Vesting 2014 30% $1.65 $1.33 81% 0% 0% 0% 0% 2015 60% $1.81 $1.90 105% 133% 80% n/a 80% 2016 10% $1.99 $2.42 122% 200% 20% 15% 15% Total of 3 1 Year Achievements 100% 95% Cumulative 3 Year Achievement 100% $5.45 $5.65 104% 124% n/a 124% portion of these2014 PBRSU awards tied to 2014 performance unless the cumulative targets for the three-year performance period are achieved.Stock OptionsTwenty percent of the February 2014 award at grant date target value wasis presented in the form of stock options vesting in three equal installments on the first, second, and third anniversaries of the grant date. The stock option awards have an exercise price that is equal to the closing price of our common stock on the date of grant. Thus, these awards provide an incentive to grow overall stockholder value as they provide a reward to the NEOs if our stock price appreciates above the exercise price and the vesting requirements are satisfied. For 2015, the Committee will cease using stock options as a component of LTI. The Committee has determined that increasingly our peer companies no longer award stock options as part of their long-term incentive programs. The Committee believes RSUs have greater retentive value than options.table below. 2014 PBRSU Grant (2016 Vesting) Name Target Earned Anand Nallathambi 56,940 70,870 Frank D. Martell 16,928 21,069 James L. Balas 3,077 3,829 Barry M. Sando 15,389 19,153 Stergios Theologides 8,079 10,055 UnitsThirty percentUnits. Vesting of theRSUs granted in February 2014 award grant date target value2016 was in the form of RSUs. For 162(m) purposes, the RSUs were subject to the achievement of $50$55 million in adjusted net income for 2014,2016, which was achieved, and thenachieved. For 2017 the performance threshold was increased to $57.5 million.as(as the vesting condition is continuous employment by the executive officer following the grant date in addition to aligningdate) and align the interestinterests of the NEOsexecutive officers with those of stockholders as(as the value increases or decreases in conjunction with our stock price. For 2015, RSUs will comprise fifty percent of grant date target value.In 2014, we positioned our targetprice).award valueawards were made at grant at approximatelytarget for each of the NEOs. As described earlier in this section, target awards were established relative to market median. This positioning enables us to bemedians, which provides a competitive in overall compensation,long-term incentive opportunity while allowing for additional value to be earned if20142016 grant awards are presented in the table below.below (with award amounts rounded to the nearest hundred). 2016 Grants Named Executive Officer RSUs PBRSUs(1) Anand Nallathambi $2,140,000 $2,140,000 Frank D. Martell $1,137,500 $1,137,500 James L. Balas $319,000 $319,000 Barry M. Sando $550,000 $550,000 Stergios Theologides $425,000 $425,000 February 2014 Grants Named Executive Officer RSUs Anand Nallathambi 34,164 68,328 56,940 Frank D. Martell 10,156 20,313 16,928 Barry M. Sando 9,233 18,467 15,389 Stergios Theologides 4,847 9,695 8,079 39 A ratio3 optionsthe PBRSUs tied to 1 full-value share was used in calculating the number of options granted.2016 performance will be eligible to vest contingent upon continued employment through December 31, 2018.(2)PBRSU amounts shown at target performance level. Based on 2014 performance, the portion of the PBRSUs tied to 2014 performance will not be eligible to vest contingent upon continued employment through December 31, 2016 unless the cumulative targets for the three-year performance period are achieved.GrantsNEOsexecutive officers on the second day on which the NYSE is open for trading following the filing of our Annual Report on Form 10-K. In the case of RSUs and stock options, pricing (that is, the number of shares or units issued for each dollar denominated RSU award or the exercise price with respect to stock options) is determined as of that date. The price of our common stock used for these purposes is10-K, using the last sale price reported for a share of our common stock on the NYSE on that date. With respectGrants to new hirehires or other grants employees other than executive officers and certain awards to executive officers,outside the methodology isannual grant cycle follow the same methodology, except that awards are generally issued on the 20th day (or the next succeeding business day if the market is closed on the 20th day) of the third month of the calendar quarter that follows the date on which the Committee approved the awards.Retirement and Employee Benefit PlansNEOsPlan,plan, health care, life insurance and other welfare benefit programs. In designing these benefits, we seek to provide an overall level of benefits that areis competitive with those offered by similar companies in the markets in which we operate. We believe that these employee benefits provide a valuable recruiting and retention mechanism for our NEOsexecutive officers and enable us to compete more successfully for qualified executive talent.PlanNEOs --executive officers — Messrs. Nallathambi and Sando -- had become— became participants in our Executive Supplemental Benefit Plan (the “Executive"Executive Supplemental Benefit Plan”Plan") in years prior to its being closedclosure to new participants in 2010. On November 18, 2010, we amended the Executive Supplemental Benefit Plan to freeze benefits effective as of December 31, 2010. As a result, compensation earned after 2010 is not taken into account in determining covered compensation and final average compensation; service after 2010 is not recognized, except for vesting purposes. Mr. Sando is also a participant in the Pension Restoration Plan, which is limited to individuals who became participants before 1995. Explanation of these plans can be found in the Pension Benefits table below.Plan$70,000$85,000 in 2014.Benefits20142016 Summary Compensation Table and accompanying footnotes.Compensation Program Governance Practices and Sound Pay PoliciesThe Committee’s governance practices provide for annual review40Evaluating Company and business line performance against target;Establishing annual target performance levels that challenge management to continue to improve our revenue, profitability and cash flow;Peer group analysis;Evaluating individual performance;Risk management;Adopting emerging best practices in compensation and governance; andReceiving independent compensation consultant advice.The following table lists each material element of our executive compensation program, the compensation program objectives that it is designed to achieve, and how our compensation philosophy guided the Committee's 2014 compensation actions.Pay for PerformanceAttract, Motivate & Retain Highly Qualified Executives with Competitive PayAlign Executives' Interests with Stockholders'Encouraging Strategic Long-Term Investment inBusinessBase Salaries/Merit IncreasesxxAnnual Incentive Compensation PlanxxxLong-Term IncentivesxxxxCommittee and the Chief Executive OfficerRole of our Stockholders: 2014 Say-on-Pay Votes on Compensation DecisionsWe provide our stockholders with an opportunity to cast an annual advisory vote on our executive compensation program through the say-on-pay proposal. At the July 29, 2014 Annual Meeting of Stockholders, approximately 99% of the votes cast supported our say-on-pay proposal. The Committee views this to be a very strong vote outcome which reinforces the Committee’s belief in the underlying philosophies and designs of our executive compensation program. Further modifications made for 2014 and 2015 performance years continue to strengthen the pay-for-performance relationship and focus on building stockholder value. The Committee will continue to consider the outcome of our say-on-pay proposals when making future compensation decisions for our NEOs.Role of the Committee and the Chief Executive OfficerNEOexecutive officer base salaries, annual incentive bonus programs, long-term incentive compensation and other incentive and executive benefit plans. The Committee, in consultation with its independent compensation consultant, analyzes the reasonableness of NEOexecutive officer compensation, in part by reviewing compensation data from comparable companies and from relevant surveys as described above.NEOsexecutive officers are made by the Committee after considering recommendations from the Chief Executive Officer as appropriate, as well as input from the Committee's independent compensation consultant. No executive officer controls his or her own compensation. Our Chairman, Chief Executive Officer, and, as appropriate, General Counsel, Chief Operating andOfficer, Chief Financial Officer and SVP, Human Resources, may attend the portion of the Committee's meetings where individual NEOexecutive officer performance is discussed. Only Committee members may vote on NEOexecutive officer compensation decisions.41Role of Independent Compensation Consultanthas retained Steven Hall and PartnersPay Governance LLC as its independent compensation consultant to advise on the NEO compensation.executive officer compensation for 2016. The independent compensation consultant generally advises the Committee on the appropriateness of our compensation philosophy, peer group selection and general executive compensation program design. During 2014,2016, as part of its engagement with the Committee, Steven Hall:reviewed director compensation;NEOsexecutive officers and the material elements of total compensation, including (1) annual base salaries, (2) target cash bonus amounts, and (3) the structure and target amount of long-term incentive awards.independent compensation consultant also interacted with Company management to the extent necessary and appropriate. The independent compensation consultantPay Governance performed no additional services for the Company, and the Committee does not believe the independent compensation consultant'sconsultants' work has raised any conflict of interest. The Committee has the sole authority to select, retain, and terminate the independent compensation consultant.consultants.Consideration of Prior Amounts RealizedOur philosophy is to incentivize and reward NEOs for future performance. Accordingly, we do not consider prior stock compensation gains (option gains or restricted stock awarded in prior years) in setting future compensation levels.Adjustment or Recovery of Awards (Clawbacks)non-compete claw-backs in termination agreements for all NEOs.executive officers. This policy applies to all performance-based incentiveAnti-Hedging and Pledging Policy and director transactions in put options, call options or other derivative securities, on an exchange or in any other organized market as well as holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.NEOsexecutive officers to own a fixed amount of Companyour stock. The guidelines are based on a multiple of base salary as outlined below:Chief Executive Officer: six times annual base salary;Chief Operating and Financial Officer and Group Executive: three times annual base salary; Position Ownership Guidelines Chief Executive Officer 6x base salary Chief Operating Officer 4x base salary (increased from 3x in 2016) Chief Financial Officer 3x base salary Senior EVP, Group Executive 3x base salary Other Executive Officers 1x base salary Other NEOs: one times annual base salary; andOther Key Executives: one times annual base salary.42executivesofficers have five years from their date of hire or promotion to the covered position to reach the ownership requirement. All Company securities owned outright or earned and subject only to time-based vesting restrictions will count toward the requirement; stock options willdo not count toward the ownership requirement. Furthermore, we have adopted a share retention requirement which provides that all covered executives must hold at least 50% of net (after tax) shares until the stock ownership guidelines described above are achieved. All NEOs have met their ownership requirements.
(As multiple of base salary)Employment Agreements and Severance ArrangementsNEOexecutive officer is party to an employment agreement with the Company.us. The Committee believes that offering employment agreements to key executive officers is consistent with peer practices and serves as anNEOsexecutive officers, see Employment Agreements"Employment Agreements" below.Change in Control AgreementsSince June 2011, we have grantedPlan.Performance Incentive Plan (the "2011 Plan"), as amended. The 2011 Plan does not include an automatic “single trigger”"single trigger" change in control vesting provision, and instead includesprovision. Instead, the "double trigger" provides for a “double trigger” change in control provision where automatic accelerated vesting of an award in connection with a change in control will only occur if an acquirer or successor to us fails to assume or continue the awards or the awards otherwise do not survive the transaction. Award agreements evidencing RSUs issued in 2009 through 2014 generally provide that vesting will not accelerate as a result of a change in control that has been approved by our incumbent Board of Directors prior to the change in control. Additionally, award agreements generally include “double-trigger”"double-trigger" severance protections, and provide for accelerated vesting of awards that remain outstanding following a change in control transaction in the event of a termination without cause within 12 months offollowing a change in control.awardawards or benefits, as the case may be, in the event of a change in control of the Company. In addition, the Executive Supplemental Benefit Plan provides that when a participant incurs an involuntary separation from service without good cause subsequent to a change in control, payment of benefits will commence in the same manner and in the same amount as if the participant had attained his or her normal retirement age on the date of termination.NEOs.executive officers. Under the Change in Control Agreement, a “change"change in control”control" means any one of the following:43named NEO’sexecutive officer's employment occurs without cause or if the executive officer terminates his employment for good reason within the twenty-four month period following a change in control, we will pay the following benefits in one lump sum in the month following the month in which the date of the termination occurs:officer’sofficer's base salary through and including the date of termination and any accrued but unpaid annual incentive bonus;officer’sofficer's target annual cash bonus amount established for the fiscal year in which the termination occurs; andofficer’sofficer's annual base salary in effect immediately prior to the date of termination.“Total Payments”"Total Payments"), then the Total Payments will be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) will be $1.00 less than the amount which would cause the Total Payments to be subject to the excise tax; provided that such reduction to the Total Payments will be made only if the after-tax benefit to the executive officer is greater after giving effect to such reduction than if no such reduction had been made. This type of provision is often referred to as a "modified cut-back,”" and is included because the Change in Control Agreement does not provide for any type of “gross up”"gross up" or similar benefit.NEOsexecutive officers have since been extended through December 31, 2016. For a description of the calculations and further explanation of the payments due to the NEOsexecutive officers upon termination of employment and/or a change in control, see Potential Payments upon Termination or Change in Control tables below.Impact of Tax and Accountingemployed.employ. When determining amounts of long-term incentive grants to NEOsexecutive officers and employees, the Committee examines the accounting cost associated with the grants. Under accounting guidance, grants of stock options, RSUs and PBRSUs result in an accounting charge for the Company. The accounting charge is equal to the fair value of the instruments being issued. For RSUs, the cost is generally equal to the fair value of the stock on the date of grant times the number of shares granted. This expense is amortized over the requisite service period. With respect to stock options, we calculate the fair value of the option and take that value into account as an expense over the vesting period, after adjusting for possible forfeitures. For PBRSUs, we calculate the fair value of the award upon grant, and adjust the value to be expensed on a quarterly basis over the performance period based on expected award payouts, after adjusting for possible forfeitures.NEOsexecutive officers have been structured in a manner intended to qualify under this exception for performance-based compensation. As such, RSUs and ICP awards are earned4420142016 of $50$55 million or more, which performance target was achieved. PBRSUs are earned contingent upon our achievement of the adjusted EPS levels and relative TSR results described above. Other compensation may be subject to the $1 million deduction limit.COMPENSATION COMMITTEE REPORT 2014,2016, and in the Company's proxy statement for its 20152017 annual meeting of stockholders.Members of the Compensation CommitteeJ. David Chatham, ChairPaul F. FolinoThomas C. O'BrienJaynie Miller Studenmund
Paul F. Folino
Thomas C. O'Brien
Jaynie Miller StudenmundCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION (Chairman)(Chair), Folino, O’Brien and SkillingO'Brien and Ms. Studenmund served on the Compensation Committee during 2014, with Mr. Skilling retiring from our Board and the Compensation Committee in July 2014 immediately prior to the 2014 annual meeting of stockholders.2016. No person who served as a member of the Compensation Committee during 20142016 was or is an officer or employee of the Company. No executive officer of the Company serves or served as a director or member of the compensation committee of another company who employed or employs any member of the Company’sCompany's Compensation Committee or the Board.45EXECUTIVE COMPENSATION TABLES 2014 SUMMARY COMPENSATION TABLE2013 and 2012.other than for Mr. Balas, for whom compensation information is provided only for the fiscal year ended December 31, 2016, the first year that he became a named executive officer. The positions listed below are as of December 31, 2016.Salary Bonus (1) (2) (3) (4) (5) (6) ($) ($) ($) ($) ($) ($) ($) 2014 800,000 — 2,959,969 827,452 985,075 1,049,258 43,288 6,665,042 2013 800,000 — 2,414,959 1,208,495 953,650 — 61,661 5,438,765 2012 800,000 — 2,639,969 971,999 1,774,600 547,374 26,492 6,760,434 2014 600,000 — 879,959 245,990 800,380 — 31,330 2,557,659 2013 550,000 — 769,962 385,315 655,630 — 42,785 2,403,692 2012 550,000 — 919,971 395,994 1,220,100 — 14,451 3,100,516 2014 500,000 — 799,969 223,635 492,540 1,349,113 31,571 3,396,828 2013 500,000 — 524,969 262,711 476,830 — 38,963 1,803,473 2012 500,000 — 695,113 269,998 887,300 747,686 22,987 3,123,084 2014 350,000 — 419,966 117,406 295,830 — 85,204 1,268,406 2013 350,000 — 367,478 183,901 265,720 — 91,461 1,258,560 2012 350,000 — 426,219 157,499 482,500 — 84,035 1,500,253
Name and
Principal Position
Year
Salary
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan
Compensation Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
Total (3) (4) (5) (6) (7) (8) ($) ($) ($) ($) ($) ($) Anand Nallathambi 2016 800,000 4,279,940 — 1,390,030 386,990 78,609 6,935,569 President and Chief 2015 800,000 3,699,990 — 1,477,400 — 89,197 6,066,587 Executive Officer (1) 2014 800,000 2,959,969 827,452 985,075 1,049,258 43,288 6,665,042 Frank D. Martell 2016 650,000 2,274,943 — 1,129,400 — 61,490 4,115,833 Chief Operating Officer (1) 2015 650,000 1,624,975 — 1,200,400 — 74,139 3,549,514 2014 600,000 879,959 245,990 800,380 — 31,330 2,557,659 James Balas 2016 396,538 637,935 — 531,700 — 24,714 1,590,887 Chief Financial Officer (2) Barry M. Sando 2016 550,000 1,099,981 — 740,000 378,594 51,503 2,820,078 Senior Executive Vice 2015 540,192 1,099,963 — 730,000 63,949 2,434,104 President, Group Executive, Risk Management and Workflow 2014 500,000 799,969 223,635 492,540 1,349,113 31,571 3,396,828 Stergios Theologides 2016 425,000 849,950 — 450,000 — 115,500 1,840,450 Senior Vice President, 2015 410,000 637,439 — 502,400 — 125,511 1,675,350 General Counsel & Secretary 2014 350,000 419,966 117,406 295,830 — 85,204 1,268,406 _____________________(1)Amounts include any amounts electively deferred by the named executive officer under the Company's Deferred Compensation Plan.(2)For 2014, reflects the aggregate grant date fair value of stock awards, consisting of RSUs and PBRSUs, computed in accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 718, Compensation-Stock Compensation. We valued the RSUs as of the grant date by multiplying the closing price of our common stock on that date by the number of RSUs awarded. We valued the PBRSUs as of the grant date by multiplying the closing price of our common stock on that date by the target number of PBRSUs that will vest upon achievement of the target performance. The PBRSUs were granted and vest contingent upon satisfaction of certain performance criteria and continued employment through December 31, 2016. If the highest performance target is met or exceeded, the value of the awards at grant date would be as follows: Mr. Nallathambi - $3,699,961; Mr. Martell - $1,099,981; Mr. Sando - $999,977; and Mr. Theologides - $524,973.(3)For 2014, reflects the aggregate grant date fair value of stock option awards, computed in accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 718, Compensation-Stock Compensation. See Note 13 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion on the relevant assumptions used in calculating the aggregate grant date fair values.(4)For 2014, represents the annual incentive bonus that was paid to each named(5)For 2014, this column includes the change in the present value of the life annuity from the end of fiscal year 2013 to the end of fiscal year 2014 for the Executive Supplemental Benefit Plan with respect to Messrs. Nallathambi and Sando, and the Pension Restoration Plan with respect to Mr. Sando only. The amounts in this column do not include earnings under the Company's deferred compensation plan as such earnings were neither above market nor preferential. See the Pension Benefits table below under “Pension Benefits for 2014” for assumptions used in calculating these amounts.46(6)Amounts included in all other compensation consist of the amounts shown in the table below paid by the Company for each NEO and, for Mr. Theologides, includes a $300 wellness bonus, $1,100 paid to Mr. Theologides' Health Savings Account and a $70,000 discretionary contribution to the Deferred Contribution Plan.Named Executive Officer Life Insurance Premiums 401(k) Matching Contributions Amounts Deferred under the Deferred Compensation Plan Total Anand Nallathambi 3,831 5,850 33,607 43,288 Frank D. Martell 3,078 5,850 22,402 31,330 Barry M. Sando 9,592 5,850 16,129 31,571 Stergios Theologides 1,350 5,850 78,004 85,204 (7)Mr. Martell was appointed as our Chief Operating and Financial Officer effective June 16, 2014.(8)Mr. Sando was named as our Senior Executive Vice President, Group Executive, Technology and Processing Solutions effective October 6, 2014.47GRANTS OF PLAN-BASED AWARDS FOR 2014 Named Executive Officer Life Insurance
Premiums
($) 401(k) Matching
Contributions
($) Amounts Deferred
under the Deferred
Compensation Plan
($) Health Savings
Account
($) Total
($) Anand Nallathambi 4,211 7,950 60,372 1,100 73,633 Frank D. Martell 4,878 7,950 47,562 1,100 61,490 James Balas 1,218 7,950 14,446 1,100 24,714 Barry M. Sando 12,003 7,950 30,450 1,100 51,503 Stergios Theologides 1,578 7,950 104,872 1,100 115,500 2014.2016. Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts
Under Equity Incentive Plan Awards(2) Name Approval
Date Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Grant
Date Fair
Value of
Stock &
Option
Awards
(3)
($) Anand Nallathambi Annual Bonus — Performance Units 2/23/2016 2/23/2016 340,000 1,000,000 2,000,000 2/23/2016 3/1/2016 61,247 2,139,970 2/23/2016 3/1/2016 30,623 61,247 122,494 2,139,970 Frank D. Martell Annual Bonus — Performance Units 2/23/2016 2/23/2016 276,250 812,500 1,625,000 2/23/2016 3/1/2016 32,555 1,137,472 2/23/2016 3/1/2016 16,277 32,555 65,110 1,137,472 James Balas Annual Bonus — Performance Units 4/29/2016 4/29/2016 130,050 382,500 765,000 2/23/2016 3/1/2016 9,129 318,967 2/23/2016 3/1/2016 4,564 9,129 18,258 318,967 Barry M. Sando Annual Bonus — Performance Units 2/23/2016 2/23/2016 187,000 550,000 1,100,000 2/23/2016 3/1/2016 15,741 549,991 2/23/2016 3/1/2016 7,870 15,741 31,482 549,991 Stergios Theologides Annual Bonus — Performance Units 2/23/2016 2/23/2016 115,600 340,000 680,000 2/23/2016 3/1/2016 12,163 424,975 2/23/2016 3/1/2016 6,081 12,163 24,326 424,975 Maximum ($) ($) ($) (#) (#) (#) (#) ($) ($) Anand Nallathambi Annual Bonus - Performance Units 2/26/2014 3/3/2014 500,000 1,000,000 2,000,000 RSUs 2/26/2014 3/3/2014 34,164 1,109,988 PBRSUs 2/26/2014 3/3/2014 28,470 56,940 113,880 1,849,981 Options 2/26/2014 3/3/2014 68,328 32.49 827,452 Frank D. Martell Annual Bonus - Performance Units 2/26/2014 3/3/2014 406,250 812,500 1,375,000 RSUs 2/26/2014 3/3/2014 10,156 329,968 PBRSUs 2/26/2014 3/3/2014 8,464 16,928 33,856 549,991 Options 2/26/2014 3/3/2014 20,313 32.49 245,990 Barry M. Sando Annual Bonus - Performance Units 2/26/2014 3/3/2014 250,000 500,000 1,000,000 RSUs 2/26/2014 3/3/2014 9,233 299,980 PBRSUs 2/26/2014 3/3/2014 7,695 15,389 30,778 499,989 Options 2/26/2014 3/3/2014 18,467 32.49 223,635 Stergios Theologides Annual Bonus - Performance Units 2/26/2014 3/3/2014 140,000 280,000 560,000 RSUs 2/26/2014 3/3/2014 4,847 157,479 PBRSUs 2/26/2014 3/3/2014 4,040 8,079 16,158 262,487 Options 2/26/2014 3/3/2014 9,695 32.49 117,406 _____________(1)Amounts reflect each named executive officer's maximum annual incentive bonus opportunity for 2014, while the actual incentive bonus earned by each named executive officer is reported in the 2014 Summary Compensation Table above. NEOs can earn less than maximum, but not greater amounts. At threshold, a named executive officer would receive 25% of the maximum award amount and at target the officer would receive 50% of the maximum award amount. Please see Compensation Discussion and Analysis - Annual Incentive Bonus above for a discussion of the material terms of our 2014 incentive bonus program. Mr. Martell’s base salary increased from $550,000 to $600,000 in 2014 resulting in a corresponding increase to his target incentive bonus, however, the approved maximum performance units reported above were not correspondingly increased and equal two times his prior target incentive bonus.(2)Equity Awards in 2014 consisted of RSUs and PBRSUs granted as part of the 2014 long-term incentive compensation program. The RSUs are tied to achievement of at least $50 million in net income in 2014 adjusted to exclude extraordinary items. For the RSUs, if as was the case, the adjusted net income performance target is met, the shares vest in three equal installments on the first three anniversaries of the grant date. In the case of the PBRSUs, 100% of each award is tied to achievement of certain adjusted earnings-per-share targets over a three-year performance period consisting of the 2014-2016 fiscal years, subject to modification based on our relative stockholder return achieved during the performance period. Based on 2014 performance, the portion of the PBRSUs tied to 2014 performance will not be eligible to vest contingent on continued employment through December 31, 2016 unless the cumulative targets for the three-year performance period are achieved. Please see Compensation Discussion and Analysis - Long-Term Incentives above for a discussion of the material terms of our 2014 awards of RSUs and PBRSUs.(3)Represents the number of shares of common stock underlying stock options awarded to the NEOs as a portion of their 2014 long-term incentive compensation awards. These awards vest in three equal annual installments on the first, second and third anniversaries of the grant date.(4)These amounts represent the aggregate grant date fair value of each award determined pursuant to Financial Accounting Standards Board's Accounting Standards Codification Topic 718, Compensation-Stock Compensation. See Note 13 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion on the relevant assumptions used in calculating the aggregate grant date fair values for stock options. For the assumptions and methodologies used to value the other awards, see footnote (2) to the 2014 Summary Compensation Table above.48EMPLOYMENT AGREEMENTS2014. These2014 and April 8, 2016. On April 8, 2016, we entered into an employment agreements are substantially similaragreement with Mr. Balas. On March 2, 2017, Mr. Nallathambi passed away, which resulted in form.the termination of his employment agreement. The material terms of the employment agreements, with respect to each of these NEOswhich are substantially similar in form, are as follows:InitialOne-year term through December 31 2014; the term automatically extendsof each calendar year, with automatic renewal for an additional year unless either party provides 60 days prior written notice before the expiration of the current term. Neither party to the named executive officerNEO employment agreements provided such notice in 2014,2016, and accordingly the term of each automatically extended through December 31, 2015. For Mr. Nallathambi, the effective date of the employment agreement was May 3, 2011. For Mr. Martell, the effective date of the employment agreement was August 29, 2011. For Messrs. Sando and Theologides, the effective date of the employment agreement was January 1, 2012.2017.executivethe NEO is terminated without “cause”"cause" as defined in the employment agreement. For Mr. Nallathambi, severance pay is also provided if he resigns for “good reason” as defined in his employment agreement. The severance amount is a multiple of base pay and target annual bonus. For Messrs. Nallathambi, Martell and Sando, the multiple is two and COBRA reimbursement is provided for 24 months. For Mr.Messrs. Balas and Theologides the multiple is one and COBRA reimbursement is provided for 12 months. The NEOs are also entitled to receive payment of a pro-rata portion of any annual bonus actually earned based on performance that they would have otherwise received had their employment not terminated.•Messrs. Nallathambi, Martell and Sando - First payment is made in the seventh month after separation of employment and is 7/24th of the total severance and equal installments thereafter for the remainder;•Mr. Theologides - First payment is made in the seventh month after separation of employment and is 7/12th of the total severance and equal installments thereafter for the remainder.executive officerNEO to sign a release in exchange for severance. Moreover, the executive officersNEOs are covered by restrictive covenants such as confidentiality, cooperation in litigation, non-disparagement, non-solicitation and non-competition.“clawback”"clawback" under applicable law or under our clawback policy in effect from time to time. We adopted such a recoupment or "clawback" policy in March 2012 as further described in the Compensation Discussion and Analysis - Compensation Program Governance Practices and Sound Pay Policies.— Adjustment or Recovery of Awards (Clawbacks).49OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 20142014. Option Awards Stock Awards Name Market Value of Shares or Units of Stock That Have Not Vested(4) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (#) ($) (#) ($) (#) ($) Anand Nallathambi 203,059 26.67 9/15/2015 (5) 101,530 26.36 2/22/2017 (5) 50,765 23.61 3/30/2017 (5) 227,878 18.76 5/31/2020 62,645 17.24 3/15/2021 52,258 52,258 15.50 3/1/2022 (6) 39,884 79,769 25.95 2/26/2023 (7) 68,328 32.49 3/2/2024 (8) 11,613 (9) 366,855 7,476 (9) 236,167 17,726 (10) 559,964 29,056 (11) 917,879 34,164 (12) 1,079,241 37,980 (13) 1,199.788 46,532 (14) 1,469,946 56,940 (15) 1,798,735 Frank D. Martell 116,298 11.35 8/29/2021 42,580 21,290 15.50 3/1/2022 (6) 12,716 25,434 25.95 2/26/2023 (7) 20,313 32.49 3/2/2024 (8) 7,957 (9) 251,362 5,652 (10) 178,547 9,264 (11) 292,650 10,156 (12) 320,828 14,836 (14) 468,669 16,928 (15) 534,756 Barry M. Sando 87,526 27.13 12/8/2015 105,943 18.76 5/31/2020 17,401 17.24 3/15/2021 14,516 14,516 15.50 3/1/2022 (6) 8,670 17,341 25.95 2/26/2023 (7) 18,467 32.49 3/2/2024 (8) 7,725 (16) 244,033 6,885 (9) 217,497 3,854 (10) 121,748 6,316 (11) 199,522 9,233 (12) 291,670 17,658 (13) 557,816 10,115 (14) 319,533 15,389 (15) 486,139 Stergios Theologides 35,980 18.76 5/31/2020 18,792 17.24 3/15/2021 16,935 8,468 15.50 3/1/2022 (6) ` 12,139 25.95 2/26/2023 (7) 9,695 32.49 3/2/2024 (8) Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#) Option
Exercise
Price(1)
($) Option
Expiration
Date(2) Number of
Shares or
Units of Stock
That Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(3)
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#) Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) 101,530 26.36 2/22/2017 (4) 50,765 23.61 3/30/2017 (4) 227,878 18.76 5/31/2020 62,645 17.24 3/15/2021 104,516 15.50 3/1/2022 119,653 — 25.95 2/26/2023 45,552 22,776 32.49 3/2/2024 (5) 11,388 (6) 419,420 70,870 (7) 2,610,142 36,750 (8) 1,353,503 66,150 (9) 2,436,305 61,247 (10) 2,255,727 27,561 (11) 1,015,072 11,025 (12) 406,051 42,872 (13) 1,578,976 116,298 11.35 8/29/2021 63,870 15.50 3/1/2022 38,150 25.95 2/26/2023 13,542 6,771 32.49 3/2/2024 (5) 3,386 (6) 124,706 21,069 (7) 775,971 16,140 (8) 594,436 29,052 (9) 1,069,985 32,555 (10) 1,199,001 14,649 (11) 539,523 4,842 (12) 178,331 22,788 (13) 839,282 7,732 11.38 9/27/2021 8,709 15.50 3/1/2022 7,803 25.95 2/26/2023 2,462 1,231 32.49 3/2/2024 (5) 616 (6) 22,687 3,829 (7) 141,022 2,582 (8) 95,095 4,647 (9) 171,149 9,129 (10) 336,221 4,108 (11) 151,298 774 (12) 28,506 6,390 (13) 235,344 17,401 17.24 3/15/2021 22,532 15.50 3/1/2022 26,011 25.95 2/26/2023 12,311 6,156 32.49 3/2/2024 (5) 3,078 (6) 113,363 19,153 (7) 705,405 10,926 (8) 402,405 19,665 (9) 724,262 15,741 (10) 579,741 7,083 (11) 260,867 3,277 (12) 120,692 11,018 (13) 405,793 50 975 (16) 30,800 4,463 (9) 140,986 2,698 (10) 85,230 4,420 (11) 139,628 4,847 (12) 153,117 5,997 (13) 189,445 7,081 (14) 223,689 8,079 (15) 255,216 (1)On June 1, 2010, in connection with spinning off the businesses now known as First American Financial Corporation, all outstanding stock option awards granted to Company employees were adjusted in a manner designed to preserve the intrinsic value of the stock option awards.(2)The stock options disclosed in this table have a ten-year life. As of December 31, 2014, all stock options were fully vested with the exception of stock options granted in 2012, 2013 and 2014.(3)On June 1, 2010, in connection with spinning off the businesses now known as First American Financial Corporation, all unvested RSUs granted to Company employees were adjusted in a manner designed to preserve the intrinsic value of the unvested RSUs.(4)Represents the value of unvested RSUs based on our closing stock price on December 31, 2014 of $31.59.(5)These amounts represent stock options to purchase shares of our common stock arising from the conversion of FADV stock options that were previously issued to Mr. Nallathambi and that were converted in connection with our acquisition of the publicly-traded shares of FADV. As required by the applicable plan documents, as a result of that transaction, all unvested FADV stock options immediately vested.(6)These stock options were granted on March 2, 2012 and vest in three equal annual installments on the first, second and third anniversary of the grant date.(7)These stock options were granted on February 27, 2013 and vest in three equal annual installments on the first, second and third anniversary of the grant date.(8)These stock options were granted on March 3, 2014 and vest in three equal annual installments on the first, second and third anniversary of the grant date.(9)These RSUs represent the unvested portion of RSUs that were granted to the NEOs on March 2, 2012 and, with respect to Mr. Nallathambi only, on March 20, 2012, and were subject to (i) the achievement of adjusted net income of $25 million for 2012 and (ii) time vesting in three equal annual installments on the first, second and third anniversaries of the grant date. We achieved the $25 million performance measure for 2012.(10)These RSUs represent the unvested portion of RSUs that were granted to the NEOs on February 27, 2013 which were subject to (i) the achievement of adjusted net income of $50 million for 2013 and (ii) time vesting in three equal annual installments on the first, second and third anniversaries of the grant date. We achieved the $50 million performance measure for 2013.(11)These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on February 27, 2013 and vest based upon our achievement of certain performance measures in 2013 and continued employment through December 31, 2015. The amount set forth in this column represents the actual number of units that are subject to the two-year time vesting requirement based on our achievement of adjusted EPS in 2013.(12)These RSUs represent the unvested portion of RSUs that were granted to the NEOs on March 3, 2014 which were subject to (i) the achievement of adjusted net income of $50 million for 2014 and (ii) time vesting in three equal annual installments on the first, second and third anniversaries of the grant date. We achieved the $50 million performance measure for 2014.(13)These PBRSUs were granted on June 1, 2010 and vest based upon our achievement of certain performance measures. The amount set forth in this column represents the estimated future payout of PBRSUs assuming the threshold performance goals have been achieved. The PBRSUs will vest from 0% to 100% of target over a 5-year performance period depending on adjusted EBITDA per share results, as adjusted for certain predetermined items. (14)These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on February 27, 2013 that remain subject to our achievement of certain performance measures. The amount set forth in this column represents the estimated future payout of PBRSUs assuming the threshold performance goals have been achieved. The PBRSUs vest based on the degree of achievement of certain adjusted EPS goals over a three-year performance period (2013, 2014 and 2015).(15)These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on March 3, 2014 that remain subject to our achievement of certain performance measures. The amount set forth in this column represents the estimated future payout of PBRSUs assuming the threshold performance goals have been achieved. The PBRSUs vest based on the degree of achievement of certain adjusted EPS goals over a three-year performance period (2014, 2015 and 2016). See Compensation Discussion and Analysis - Long-Term Incentives above for detailed discussion.(16)These RSUs were granted on March 3, 2010 with respect to Mr. Sando and on March 22, 2010 with respect to Mr. Theologides and vest in five equal annual installments on the first five anniversaries of the grant date. Amount reported includes quarterly dividend equivalents paid in common stock on such awards at a rate equivalent of $0.22 per share of common stock through June 1, 2010.51 Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#) Option
Exercise
Price(1)
($) Option
Expiration
Date(2) Number of
Shares or
Units of Stock
That Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(3)
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#) Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) 35,980 18.76 5/31/2020 18,792 17.24 3/15/2021 25,403 15.50 3/1/2022 18,208 25.95 2/26/2023 6,463 3,232 32.49 3/2/2024 (5) 1,616 (6) 59,517 10,055 (7) 370,326 6,332 (8) 233,208 11,396 (9) 419,715 12,163 (10) 447,963 5,473 (11) 201,571 — 1,899 (12) 69,940 8,514 (13) 313,571 OPTION EXERCISES AND STOCK VESTED FOR 20142014. Option Awards Stock Awards
Shares Acquired
on Exercise
(#)
on Exercise
($)(1)
Shares Acquired
on Vesting
(#)
on Vesting
($)(2) — — 38,318 2,499,308 — — 15,438 864,338 — — 2,788 161,727 112,443 2,144,845 12,919 614,696 — — 6,869 388,922 Anand Nallathambi 52,515 634,381 327,373 10,456,766 Frank D. Martell — — 135,878 4,338,100 Barry M. Sando 136,843 1,694,369 102,486 3,298,416 Stergios Theologides — — 43,601 1,393,329 (1)Value realized on exercise is based on the fair market value of our common stock on the date of exercise minus the exercise price and does not necessarily reflect proceeds actually received by the named executive officer.(2)Includes shares that were distributed on January 2, 2015 under the 2012 PBRSU awards that were granted to the NEOs on March 2, 2012 and, with respect to Mr. Nallathambi only, on March 20, 2012, and vested based upon our achievement of certain performance measures in 2012 and continued employment through December 31, 2014.(3)Value realized on vesting is based on the fair market value of our common stock on the vesting date and does not necessarily reflect proceeds actually received by the named executive officer.PENSION BENEFITS FOR 20142014.2016. The amounts disclosed are based upon benefits provided to the NEOs under our Pension Restoration Plan (“("Pension Restoration Plan”Plan") and our Executive Supplemental Benefit Plan. Benefit accruals were frozen under the Pension Restoration Plan as of April 30, 2008 and the Executive Supplemental Benefit Plan was frozen effective December 31, 2010. Prior to the Separation, we maintained a pension plan, which was assumed by FAFCFirst American Financial Corporation ("FAFC") in connection with the Separation. Messrs. Balas, Martell and Theologides were not eligible to participate in the Pension Restoration Plan or the Executive Supplemental Benefit Plan and therefore they are not included in the following table. Plan Name Number
of Years
Credited
Service(1)
(#)Present
Value of
Accumulated
Benefits(2)
($)Payments
During
Last Fiscal
Year
($) Executive Supplemental Benefit Plan 25 3,999,470 — Executive Supplemental Benefit Plan 25 5,187,253 — Pension Restoration Plan 24 116,066 — Anand Nallathambi Executive Supplemental Benefit Plan 23 3,620,121 — Barry M. Sando Executive Supplemental Benefit Plan 23 4,998,334 — Pension Restoration Plan 22 105,232 — ______________________(1)Pension Restoration Plan and the Executive Supplemental Benefit Plan is the time between the participant's deemed participation date under the plan and December 31, 2014.(2)The Pension Restoration Plan benefits generally accrue from the date of employment through the normal retirement age (as discussed below). The following assumptions were used for calculating present values: interest rate of 4.98%, pre- and post-retirement mortality per RP-2014 Table for Employees and Healthy Annuitants with Fully Generational Scale MP-2014, benefit is payable as a single life annuity.Executive Supplemental Benefit Plan eligibility requires 10 years of service and 5 years of participation in the plan with the benefit dependent on age at retirement between 55 and 62, rather than credited years of service. The following assumptions were used for calculating present values: interest rate of 3.85% post-retirement mortality per RP-2014 Healthy Annuitants Table with generational projection based on Scale MP-2014 benefit is payable as a 50% joint and survivor annuity.52“normal"normal retirement age.” “Normal" "Normal retirement age”age" is defined as the later of the employee's attainment of age 65 or three years of service with us. The Pension Restoration Plan was effective as of January 1, 1994, but only covers selected employees who were participants in the tax-qualified pension plan formerly sponsored by us which was assumed by FAFC in connection with the Separation. The Pension Restoration Plan excludes pay earned after December 31, 2001. The Pension Restoration Plan was amended in February 2008 to eliminate benefit accruals for service after April 30, 2008.named executive officerNEO who participates in the Pension Restoration Plan, and he becamewas eligible for early retirement but not normal retirement at December 31, 2014.2016.First American Financial Corporation ("FAFC"),FAFC, the sponsorship of a portion of the Pension Restoration Plan and the liabilities under the plan were transferred to FAFC with respect to the accrued benefits for employees and former employees who were transferred to FAFC. We remain responsible for liabilities under the Pension Restoration Plan relating to the accrued benefits of employees who were not transferred to FAFC, which are now payable pursuant to the terms of the CoreLogic, Inc. Pension Restoration Plan, the successor plan to the original Pension Restoration Plan. The new plan is intended to govern the benefits payable to participants under the plan as of June 1, 2010 and is not intended to grant additional benefits to the participants in excess of their benefits accrued under the original Pension Restoration Plan.“final"final average compensation.” “Final" "Final average compensation”compensation" was determined for those three calendar years out of the last 10 years of employment preceding retirement in which final average compensation is the highest. Final average compensation“change"change in control”control" (as defined in the plan) of us, a participant who retires after the change in control shall receive the same benefits as if he were retiring upon the attainment of normal retirement date. , forfeit their right to receive any vested benefits under the plan. Competition includes the misappropriation, sale, use or disclosure of our trade secrets, confidential or proprietary information and solicitation of our customers.53“final"final average compensation”compensation" is determined to the five calendar years preceding retirement; (iii) reduced the maximum benefit payable to a joint life and 50% survivor annuity benefit equal to 30% of final average compensation; (iv) eliminated any increased benefit for postponed retirement beyond the normal retirement date; and (v) provided for accelerated vesting only upon a change in control that is not approved by our incumbent Board. The benefit is reduced by 5.952% for each year prior to age 62 in which retirement actually occurs. Participants who were vested as of the effective date of the amendment, November 1, 2007, are entitled to receive the higher of the benefit as calculated under the amended plan and the benefit to which the participant would have been entitled had he retired on October 31, 2007.2014,2016, there remainremained five active employees, including Messrs. Nallathambi and Sando, who participate in the plan. The plan is closed to new participants. As of December 31, 2014, Mr.2016, Messrs. Nallathambi and Sando is the only named executive officer who iswere eligible for early retirement and none of the NEOs are eligible forbut not normal retirement. The plan is unfunded and unsecured. We have previously purchased insurance, of which we are the owner and beneficiary, on the lives of certain plan participants. This insurance is designed to offset, over the life of the plan, a portion of our costs incurred with respect to the plan.54NONQUALIFIED DEFERRED COMPENSATION FOR 2014NEOsexecutive officers have elected to participate in our Deferred Compensation Plan (the “Deferred"Deferred Compensation Plan”Plan"). Executive
Contributions
in Last FY(1)
($)Registrant
Contributions
in Last FY(1)
($)Aggregate
Earnings in
Last FY(2)
($)Aggregate
Withdrawals/
Distributions
($)Aggregate
Balance at
Last FYE(3)
($) 80,000 60,372 154,796 — 1,877,717 420,140 47,562 96,169 — 1,117,743 105,000 14,446 24,278 264,701 38,400 30,450 70,219 — 931,630 62,990 104,872 74,049 46,225 861,541 Name Anand Nallathambi 80,000 33,607 243,396 — 1,524,752 Frank D. Martell — 22,402 591 — 284,652 Barry M. Sando 12,050 16,129 115,759 — 761,310 Stergios Theologides 33,300 78,004 63,318 — 582,400 (1)All contributions presented are reported in the 2014 Summary Compensation Table under “Salary,” “Non-Equity Incentive Plan Compensation” or "All Other Compensation" for 2014.(2)Represents earnings or losses on participant-selected investment options. None of the amounts are reflected in the 2014 Summary Compensation Table because the return on deferred amounts is calculated in a similar manner and at a similar rate as earnings on externally managed mutual funds.(3)To the extent the executive officers were NEOs in prior years, the amounts reported in the aggregate balance at last fiscal year end that represented prior salary and non-equity incentive plan compensation deferrals or Company contributions were previously reported as compensation to the NEO in our Summary Compensation Table as “Salary,” “Non-Equity Incentive Plan Compensation” or “All Other Compensation" in previous years. Amounts reported in the aggregate balance at last fiscal year end that represent earnings in prior years on previously deferred amounts are not reflected on prior period Summary Compensation Tables.bonuses. bonuses. We maintain a deferral account for each participating employee on a fully vested basis for all employee deferrals. Participants can choose to have their cash benefits paid in one lump sum or in quarterly payments upon separation from service or death. Subject to the terms and conditions of the plan, participants may also elect scheduled and nonscheduled in-service withdrawals of compensation deferred prior to January 1, 2005, and the earnings and losses attributable thereto. Withdrawals of compensation deferred after December 31, 2004, and the earnings and losses attributable thereto, must be scheduled by the participant at the time the participant elects to defer such compensation.55POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLNEOsexecutive officers under the specified circumstances upon a change in control of us or their termination,2014.2016. For further discussion, see Compensation Discussion and Analysis -— Change in Control Agreements above. Anand Nallathambi Potential Payments upon Termination or Change in Control Involuntary Termination Change in Control (1) Executive Payments and Benefits
Upon Termination Voluntary
Resignation
($) For Cause
($)
Without
Cause/
for Good
Reason
($) With Termination
for Good Reason/
Without Cause
($) Death
($) (2) Disability
($) Compensation Severance — — 3,600,000 (3) 5,400,000 (4) — — Bonus — — 1,390,030 (5) 1,000,000 (6) 1,000,000 1,000,000 Accelerated Vesting — Options (7) — — — 98,848 98,848 98,848 Accelerated Vesting — RSU (8) 419,420 — 4,028,649 4,028,649 4,028,649 4,028,649 Accelerated Vesting — PBRSU (9) — — — 4,285,981 4,285,981 4,285,981 Deferred Compensation Plan (10) 1,877,717 1,877,717 1,877,717 1,877,717 1,877,717 1,877,717 Executive Supplemental Benefit Plan (11) 3,398,966 3,398,966 3,398,966 5,826,532 (12) 2,038,826 (13) 3,398,966 (14) Benefit Continuation — — 43,484 (15) 50,786 (16) — — Total 5,696,103 5,276,683 14,338,846 22,568,513 13,330,021 14,690,161 Anand Nallathambi Potential Payments upon Termination or Change in Control Involuntary Termination Change in Control (1) Executive Payments and Benefits Upon Termination Voluntary Resignation For Cause Compensation: Severance — — 3,600,000 (2) 5,400,000 (3) — — Bonus — — 1,000,000 (4) 1,000,000 (5) — — Accelerated Vesting - Options(6) — — — 1,290,728 1,290,728 1,290,728 Accelerated Vesting - RSU (7) — — 2,242,227 2,242,227 2,242,227 2,242,227 — — — 4,498,511 4,498,511 4,498,511 Deferred Compensation Plan (9) 1,524,752 1,524,752 1,524,752 1,524,752 1,524,752 1,524,752 — — — 6,142,609 (11) 1,971,703 (12) 3,241,058 (13) Benefit Continuation — — 41,268 (14) 42,292 (15) — — Total: 1,524,752 1,524,752 8,408,247 22,141,119 11,527,921 12,797,276 __________(2)Represents an amount equal to two times the sum of (i) Mr. Nallathambi's annualized base salary in effect on the date his employment terminates (the “Severance Date”) plus (ii) the target annual Incentive Bonus amount for Mr. Nallathambi in effect on the Severance Date (the “Severance Benefit”). The Severance Benefit will be payable in a lump sum equal to 7/24 of the Severance Benefit on the seventh month after the Severance Date with an additional 1/24 of the Severance Benefit paid each month until the month which is 24 months after the Severance Date. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions in the employment agreement.(3)Represents three times Mr. Nallathambi's base salary in effect immediately prior to the date of termination by us and three times Mr. Nallathambi's target annual cash bonus established for fiscal year 2014. Receipt of the benefit is contingent upon execution of a general release of claims.(4)Represents the pro rata portion of Mr. Nallathambi's target annual cash bonus for fiscal year 2014. Mr. Nallathambi's agreement provides for the payment of the pro rata portion of the bonus amount he would have received had his employment not terminated during the fiscal year. Such payment is required to be paid within two and one-half months following fiscal year end, and is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions in the employment agreement.(5)Represents the pro rata portion of Mr. Nallathambi's target annual cash bonus for the year of termination. Mr. Nallathambi's agreement provides for the payment of the target annual cash bonus established for fiscal year 2014. Receipt of the benefit is contingent upon execution of a general release of claims.(6)Outstanding unvested stock options will generally accelerate on death, disability or involuntary termination without cause in connection with a change in control. Mr. Nallathambi held a total of 132,027 unvested stock options with exercise prices less than $31.59, the closing stock price on December 31, 2014, and the amount shown represents the difference between $31.59 and the exercise prices for the unvested options, multiplied by the applicable number of unvested options.(7)Represents the value after acceleration of outstanding unvested RSUs based on our closing stock price on December 31, 2014 of $31.59. The outstanding unvested RSUs reported above will accelerate and vest on an involuntary termination without cause (whether before or after a change in control, although not all outstanding RSUs may vest on such a termination before a change in control), retirement, death or disability. For certain terminations of employment, the accelerated vesting is subject to a requirement that Mr. Nallathambi signs a general release of claims and complies with certain post-termination covenants and confidentiality provisions in the employment agreement.(8)Represents the value after acceleration of all outstanding unvested PBRSUs based on our closing stock price on December 31, 2014 of $31.59. All or a pro-rata portion of outstanding unvested PBRSUs will generally accelerate on death, disability or involuntary termination without cause in connection with a change in control, subject to attainment of the performance measures for any termination prior to a change in control. We have assumed that the target number of PBRSUs would become vested in connection with each acceleration event, although the actual number of PBRSUs that could become vested could be higher or lower than the target number of PBRSUs, based on actual performance.(9)Refers to payments accrued under the Deferred Compensation Plan as of December 31, 2014 based on Mr. Nallathambi's salary deferral election and 401(k) restoration contributions.(10)“Enhanced Executive Supplemental Benefit Plan” refers to any payments which accrued to the participant in addition to his current vested benefit amount under the various scenarios for the Executive Supplemental Benefit Plan.(11)Represents the enhanced present value of the benefit calculated using the following assumptions: interest rate of 3.85% post-retirement mortality per RP-2014 Healthy Annuitants Table with generational projection based on Scale MP-2014. Upon an involuntary termination without cause after a change in control of us, Mr. Nallathambi56(12)Represents pre-retirement death benefit in the form of a single life annuity payable to the executive's spouse or domestic partner, calculated as what the executive would have received had he incurred a termination of employment on his normal retirement date and then died immediately thereafter.(13)Represents the present value of the benefit calculated using the following assumptions: interest rate of 3.85% post-retirement mortality per RP-2014 Healthy Annuitants Table with generational projection based on Scale MP-2014 deferred to the earliest retirement age.(14)Represents the cost of COBRA coverage for 24 months after the date on which the termination occurs at the cost applicable to active employees (subject to earlier termination if Mr. Nallathambi becomes eligible for comparable coverage under another employer's plan and certain alternative payments if COBRA coverage cannot be provided under our plans in effect on the date of termination).(15)Represents the cost of continued health and welfare benefits for 36 months after the date on which the termination occurs subject to the executive's continued payment of the same premium payment amount as immediately prior to termination. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers.57 Frank D. Martell Potential Payments upon Termination or Change in Control Involuntary Termination Change in Control (1) Executive Payments and Benefits
Upon Termination Voluntary
Resignation
($) For Cause
($) Without
Cause
($)
With Termination
for Good Reason/
Without Cause
($) Death
($) Disability
($) Compensation Severance — — 2,925,000 (2) 2,925,000 (3) — — Bonus — — 1,129,400 (4) 812,500 (5) 812,500 812,500 Accelerated Vesting — Options (6) — — — 29,386 29,386 29,386 Accelerated Vesting — RSU (7) — — 1,918,143 1,918,143 1,918,143 1,918,143 Accelerated Vesting — PBRSU (8) — — — 2,090,655 2,090,655 2,090,655 Deferred Compensation (9) 1,117,743 1,117,743 1,117,743 1,117,743 1,117,743 1,117,743 Benefit Continuation — — 43,484 (10) 33,858 (11) — — Total 1,117,743 1,117,743 7,133,770 8,927,285 5,968,427 5,968,427 Frank D. Martell Potential Payments upon Termination or Change in Control Change in Control (1) Executive Payments and Benefits Upon Termination Voluntary Resignation For Cause Compensation: Severance — — 2,925,000 (2) 2,925,000 (3) — — Bonus — — 812,500 (4) 812,500 (5) — — Accelerated Vesting - Options (6) — — — 486,004 486,004 486,004 Accelerated Vesting - RSU (7) — — 750,736 750,736 750,736 750,736 Accelerated Vesting - PBRSU (8) — — — 1,204,274 1,204,274 1,204,274 Deferred Compensation (9) 284,652 284,652 284,652 284,652 284,652 284,652 Benefit Continuation — — 41,268 (10) 28,194 (11) — — Total: 284,652 284,652 4,814,156 6,491,360 2,725,666 2,725,666 __________(1)In accordance with SEC rules, an excise calculation is not presented in this table as we do not provide a gross-up or tax reimbursement to our NEOs in connection with a change in control. Amounts payable to Mr. Martell in the event of a change in control may be subject to reduction under Sections 280G and 4999 of the Code.(2)Represents an amount equal to two times the sum of (i) Mr. Martell's annualized base salary in effect on the date his employment terminates (the “Severance Date”) plus (ii) the target annual Incentive Bonus amount for Mr. Martell in effect on the Severance Date (the “Severance Benefit”). The Severance Benefit will be payable in a lump sum equal to 7/24 of the Severance Benefit on the seventh month after the Severance Date with an additional 1/24 of the Severance Benefit paid each month until the month which is 24 months after the Severance Date. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions in the employment agreement.(3)Represents two times Mr. Martell's base salary in effect immediately prior to the date of termination by us and two times Mr. Martell's target annual cash bonus established for fiscal year 2014. Receipt of the benefit is contingent upon execution of a general release of claims.(4)Represents the pro rata portion of Mr. Martell's target annual cash bonus for fiscal year 2014. Mr. Martell's agreement provides for the payment of the pro rata portion of the bonus amount he would have received had his employment not terminated during the fiscal year. Such payment is required to be paid within two and one-half months following fiscal year end. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions in the employment agreement.(5)Represents the pro rata portion of Mr. Martell's target annual cash bonus for the year of termination. Mr. Martell's agreement provides for the payment of the target annual cash bonus established for fiscal year 2014. Receipt of the benefit is contingent upon execution of a general release of claims.(6)Outstanding unvested stock options will generally accelerate on death, disability or involuntary termination without cause in connection with a change in control. Mr. Martell held a total of 46,724 unvested stock options with exercise prices less than $31.59, the closing stock price on December 31, 2014, and the amount shown represents the difference between $31.59 and the exercise prices for the unvested options, multiplied by the applicable number of unvested options.(7)Represents the value after acceleration of outstanding unvested RSUs based on our closing stock price on December 31, 2014 of $31.59. The outstanding unvested RSUs reported above will accelerate and vest on an involuntary termination without cause (whether before or after a change in control, although not all outstanding RSUs may vest on such a termination before a change in control), retirement, death or disability. For certain terminations of employment, the accelerated vesting is subject to a requirement that Mr. Martell signs a general release of claims and complies with certain post-termination covenants and confidentiality provisions in the employment agreement.(8)Represents the value after acceleration of all outstanding unvested PBRSUs based on our closing stock price on December 31, 2014 of $31.59. All or a pro-rata portion of outstanding unvested PBRSUs will generally accelerate on death, disability or involuntary termination without cause in connection with a change in control, subject to attainment of the performance measures for any termination prior to a change in control. We have assumed that the target number of PBRSUs would become vested in connection with each acceleration event, although the actual number of PBRSUs that could become vested could be higher or lower than the target number of PBRSUs, based on actual performance.(9)Refers to payments accrued under the Deferred Compensation Plan as of December 31, 2014 based on Mr. Martell's salary deferral election and 401(k) restoration contributions.(10)Represents the cost of continued health and welfare benefits for 24 months after the date on which the termination occurs. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers.(11)Represents the cost of continued health and welfare benefits for 24 months after the date on which the termination occurs subject to the executive's continued payment of the same premium payment amount as immediately prior to termination. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers.58 James Balas Potential Payments upon Termination or Change in Control Involuntary Termination Change in Control (1) Executive Payments and Benefits Upon Termination Voluntary
Resignation
($) For Cause
($) Without
Cause
($)
With Termination
for Good Reason/
Without Cause
($) Death
($) Disability
($) Compensation Severance — — 807,500 (2) 1,615,000 (3) — — Bonus — — 531,700 (4) 382,500 (5) 382,500 382,500 Accelerated Vesting — Options (6) — — — 5,343 5,343 5,343 Accelerated Vesting — RSU (7) — — 454,003 454,003 454,003 454,003 Accelerated Vesting — PBRSU (8) — — — 478,864 478,864 478,864 Deferred Compensation (9) 264,701 264,701 264,701 264,701 264,701 264,701 Benefit Continuation — — 21,489 (10) 26,293 (11) — — Total 264,701 264,701 2,079,393 3,226,704 1,585,411 1,585,411 Barry M. Sando Potential Payments upon Termination or Change in Control Involuntary Termination Change in Control (1) Executive Payments and Benefits Upon Termination Voluntary
Resignation
($) For Cause
($) Without
Cause
($)
With Termination
for Good Reason/
Without Cause
($) Death
($) Disability
($) Compensation Severance — — 2,200,000 (2) 3,300,000 (3) — — Bonus — — 740,000 (4) 550,000 (5) 550,000 550,000 Accelerated Vesting — Options (6) — — — 26,717 26,717 26,717 Accelerated Vesting — RSU (7) 113,363 — 1,095,508 1,095,508 1,095,508 1,095,508 Accelerated Vesting — PBRSU (8) — — — 1,183,311 1,183,311 1,183,311 Deferred Compensation Plan (9) 931,630 931,630 931,630 931,630 931,630 931,630 Vested Pension Restoration Plan 105,928 105,928 105,928 105,928 53,814 105,928 Vested Executive Supplemental Benefit Plan (10) 4,786,962 4,786,962 4,786,962 6,815,151 (11) 2,644,882 (12) 4,786,962 (13) Benefit Continuation — — 43,828 (14) 52,586 (15) — — Total 5,937,883 5,824,520 9,903,856 14,060,831 6,485,862 8,680,056 Barry M. Sando Potential Payments upon Termination or Change in Control Involuntary Termination Change in Control (1) Executive Payments and Benefits Upon Termination Voluntary Resignation For Cause Compensation: Severance — — 2,000,000 (2) 3,000,000 (3 ) — — Bonus — — 500,000 (4) 500,000 (5 ) — — Accelerated Vesting - Options (6) — — — 331,366 331,366 331,366 Accelerated Vesting - RSU (7) 761,824 — 113,124 874,948 874,948 874,948 Accelerated Vesting - PBRSU(8) — — — 1,221,554 1,221,554 1,221,554 Deferred Compensation Plan (9) 761,310 — 761,310 761,310 761,310 761,310 Vested Pension Restoration Plan 99,922 99,922 99,922 99,922 99,922 99,922 Vested Executive Supplemental Benefit Plan (10) 4,200,340 — 4,200,340 7,200,254 (11 ) 2,550,484 (12 ) 4,200,340 (13 ) Benefit Continuation — — 41,268 (14) 42,292 (15 ) — — Total: 5,823,396 99,922 7,715,964 14,031,646 5,839,584 7,489,440 _______________(1)In accordance with SEC rules, an excise calculation is not presented in this table as we do not provide a gross-up or tax reimbursement to our NEOs in connection with a change in control. Amounts payable to Mr. Sando in the event of a change in control may be subject to reduction under Sections 280G and 4999 of the Code.(2)Represents an amount equal to two times the sum of (i) Mr. Sando's annualized base salary in effect on the date his employment terminates (the “Severance Date”) plus (ii) the target annual Incentive Bonus amount for Mr. Sando in effect on the Severance Date (the “Severance Benefit”). The Severance Benefit will be payable in a lump sum equal to 7/24 of the Severance Benefit on the seventh month after the Severance Date with an additional 1/24 of the Severance Benefit paid each month until the month which is 24 months after the Severance Date. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions in the employment agreement.(3)Represents three times Mr. Sando's base salary in effect immediately prior to the date of termination by us and three times Mr. Sando's target annual cash bonus established for fiscal year 2014. Receipt of the benefit is contingent upon execution of a general release of claims.(4)Represents the pro rata portion of Mr. Sando's target annual cash bonus for fiscal year 2014. Mr. Sando's agreement provides for the payment of the pro rata portion of the bonus amount he would have received had his employment not terminated during the fiscal year. Such payment is required to be paid within two and one-half months following fiscal year end. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions of the employment agreement.(5)Represents the pro rata portion of Mr. Sando's target annual cash bonus for the year of termination. Mr. Sando's agreement provides for the payment of the target annual cash bonus established for fiscal year 2014. Receipt of the benefit is contingent upon execution of a general release of claims.(6)Outstanding unvested stock options will generally accelerate on death, disability or involuntary termination without cause in connection with a change in control. Mr. Sando held a total of 31,857 stock options with an exercise price of less than $31.59, the closing stock price on December 31, 2014, and the amount shown represents the difference between $31.59 and the exercise prices for the unvested options, multiplied by the applicable number of unvested options. (8)All or a pro-rata portion of outstanding unvested PBRSUs will generally accelerate on death, disability or involuntary termination without cause in connection with certain post-termination covenants and confidentiality provisions in the employment agreement.(9)Refers to payments accrued under the Deferred Compensation Plan as of December 31, 2014 based on Mr. Sando's salary deferral election and 401(k) restoration contributions.(10)“Executive Supplemental Benefit Plan” represents current vested benefit amount under the various scenarios for the Executive Supplemental Benefit Plan.(11)Represents the enhanced present value of the benefit calculated using the following assumptions: interest rate of 3.85% post-retirement mortality per RP-2014 Healthy Annuitants Table with generational projection based on Scale MP-2014. Upon an involuntary termination without cause after a change in control of us, Mr. Sando becomes 100% vested in the benefit in the amount Mr. Sando would have been entitled to receive in accordance with the provisions of the plans in effect on the date of the change of control.(12)Represents pre-retirement death benefit in the form of a single life annuity payable to the executive's spouse or domestic partner, calculated as what the executive would have received had he incurred a termination of employment on his normal retirement date and then died immediately thereafter.(13)Represents the present value of the benefit calculated using the following assumptions: interest rate of 3.85% post-retirement mortality per RP-2014 Healthy Annuitants Table with generational projection based on Scale MP-2014 deferred to the earliest retirement age.59 Stergios Theologides Potential Payments upon Termination or Change in Control Involuntary Termination Change in Control (1) Executive Payments and Benefits Upon Termination Voluntary
Resignation
($) For Cause
($) Without
Cause
($)
With Termination
for Good Reason/
Without Cause
($) Death
($) Disability
($) Compensation Severance — — 765,000 (2) 1,530,000 (3) — — Bonus — — 450,000 (4) 340,000 (5) 340,000 340,000 Accelerated Vesting — Options (6) — — — 14,027 14,027 14,027 Accelerated Vesting — RSU (7) — — 740,688 740,688 740,688 740,688 Accelerated Vesting — PBRSU (8) — — — 797,738 797,738 797,738 Deferred Compensation Plan (9) 418,847 418,847 418,847 861,540 861,540 861,540 Benefit Continuation — — 21,742 (10) 26,293 (11) — — Total 418,847 418,847 2,396,277 4,310,286 2,753,993 2,753,993 (14)Represents the cost of COBRA coverage for 24 months after the date on which the termination occurs at the cost applicable to active employees (subject to earlier termination if Mr. Sando becomes eligible for comparable coverage under another employer's plan and certain alternative payments if COBRA coverage cannot be provided under our plans in effect on the date of termination).(15)Represents the cost of continued health and welfare benefits for 36 months after the date on which the termination occurs subject to the executive's continued payment of the same premium payment amount as immediately prior to termination. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers.60Stergios Theologides Potential Payments upon Termination or Change in Control Change in Control (1) Executive Payments and Benefits Upon Termination Voluntary Resignation For Cause With Termination for Good Reason/Without Cause Compensation: Severance — — 630,000 (2) 1,260,000 (3 ) — — Bonus — — 280,000 (4) 280,000 (5 ) — — Accelerated Vesting - Options (6) — — — 204,714 204,714 204,714 Accelerated Vesting - RSU (7) — — 401,098 410,133 410,133 410,133 Accelerated Vesting - PBRSU (8) — — — 669,487 669,487 669,487 Deferred Compensation Plan (9) 146,698 146,698 146,698 582,400 582,400 582,400 Benefit Continuation — — 19,517 (10) 31,125 (11 ) — — Total: 146,698 146,698 1,477,313 3,437,859 1,866,734 1,866,734 ______________(1)In accordance with SEC rules, an excise calculation is not presented in this table as we do not provide a gross-up or tax reimbursement to our NEOs in connection with a change in control. Amounts payable to Mr. Theologides in the event of a change in control may be subject to reduction under Sections 280G and 4999 of the Code.(2)Represents an amount equal to one times the sum of (i) Mr. Theologides' annualized base salary in effect on the date his employment terminates (the “Severance Date”) plus (ii) the target annual Incentive Bonus amount for Mr. Theologides in effect on the Severance Date (the “Severance Benefit”). The Severance Benefit will be payable in a lump sum equal to 7/12 of the Severance Benefit on the seventh month after the Severance Date with an additional 1/12 of the Severance Benefit paid each month until the month which is 12 months after the Severance Date. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions in the employment agreement.(3)Represents two times Mr. Theologides' base salary in effect immediately prior to the date of termination by us and two times Mr. Theologides' target annual cash bonus established for fiscal year 2014. Receipt of the benefit is contingent upon execution of a general release of claims.(4)Represents the pro rata portion of Mr. Theologides' target annual cash bonus for fiscal year 2014. Mr. Theologides' agreement provides for the payment of the pro rata portion of the bonus amount he would have received had his employment not terminated during the fiscal year. Such payment is required to be paid within two and one-half months following fiscal year end. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants and confidentiality provisions of the employment agreement.(5)Represents the pro rata portion of Mr. Theologides' target annual cash bonus for the year of termination. Mr. Theologides' agreement provides for the payment of the target annual cash bonus established for fiscal year 2014. Receipt of the benefit is contingent upon execution of a general release of claims.(6)Outstanding unvested stock options will generally accelerate on death, disability or involuntary termination without cause in connection with a change in control. Mr. Theologides held a total of 20,607 unvested stock options with an exercise price of less than $31.59, the closing stock price on December 31, 2014, and the amount shown represents the difference between $31.59 and the exercise prices for the unvested options, multiplied by the applicable number of unvested options.(7)Represents the value after acceleration of outstanding RSUs based on the Company's closing stock price on December 31, 2014 of $31.59. The outstanding unvested RSUs reported above will accelerate and vest on an involuntary termination without cause (whether before or after a change in control, although not all outstanding RSUs may vest on such a termination before a change in control), retirement, death or disability. For certain terminations of employment, the accelerated vesting is subject to a requirement that Mr. Theologides signs a general release of claims and complies with certain post-termination covenants and confidentiality provisions in the employment agreement.(8)Represents the value after acceleration of all outstanding unvested PBRSUs based on our closing stock price on December 31, 2014 of $31.59. All or a pro-rata portion of outstanding unvested PBRSUs will generally accelerate on death, disability or involuntary termination without cause in connection with a change in control, subject to attainment of the performance measures for any termination prior to a change in control. We have assumed that the target number of PBRSUs would become vested in connection with each acceleration event, although the actual number of PBRSUs that could become vested could be higher or lower than the target number of PBRSUs, based on actual performance.(9)Represents contributions by Mr. Theologides and by us on behalf of Mr. Theologides into the Deferred Compensation Plan.(10)Represents the cost of COBRA coverage for 12 months after the date on which the termination occurs at the cost applicable to active employees (subject to earlier termination if Mr. Theologides becomes eligible for comparable coverage under another employer's plan and certain alternative payments if COBRA coverage cannot be provided under our plans in effect on the date of termination).(11)Represents the cost of continued health and welfare benefits for 24 months after the date on which the termination occurs subject to the executive's continued payment of the same premium payment amount as immediately prior to termination. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers.61DIRECTOR COMPENSATION FOR 2014The following table sets forth certain information concerning the compensation of our directors other than Mr. Nallathambi for the fiscal year ended December 31, 2014.Name J. David Chatham 103,424 117,770 221,194 Douglas C. Curling 80,000 117,770 197,770 John C. Dorman 76,685 117,770 194,455 Paul F. Folino 140,968 117,770 258,738 Thomas C. O'Brien 95,000 117,770 212,770 115,218 117,770 232,988 Jaynie Miller Studenmund 75,000 117,770 192,770 David F. Walker 105,000 117,770 222,770 Mary Lee Widener 75,000 117,770 192,770 ___________(1)The amounts shown reflect the aggregate grant date fair value of stock awards granted in 2014, computed in accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 718, Compensation-Stock Compensation. We value the RSUs as of the grant date by multiplying the closing price of our common stock on the date by that number of RSUs awarded. The stock awards were granted to each director on May 1, 2014.(2)The aggregate numbers of RSUs and stock options held by each current director other than Mr. Nallathambi as of December 31, 2014 were as follows:Name Restricted Stock Unit Awards (#) Option Awards (#) J. David Chatham 4,395 8,752 Douglas C. Curling 4,395 — John C. Dorman 4,395 — Paul F. Folino 4,395 — Thomas C. O'Brien 4,395 — Jaynie Miller Studenmund 4,395 — David F. Walker 4,395 — Mary Lee Widener 4,395 — (3)Mr. Skilling retired from our Board immediately prior to the 2014 annual meeting of stockholders.Director CompensationThe Compensation Committee reviews and recommends to the Board the form and level of director compensation. Steven Hall, the Committee's independent compensation consultant, advises on the compensation of our directors. As described in the Compensation Discussion and Analysis, Steven Hall generally advises the Committee on the appropriateness of our compensation philosophy, peer group selection and general executive compensation program design. During 2014, as part of its engagement with the Committee, Steven Hall:provided advice on the selection of a peer group of companies for executive compensation comparison purposes;62provided guidance on industry best practices and emerging trends and developments in executive officer compensation;reviewed director compensation;analyzed pay survey data; andprovided advice on determining the total compensation of each of our executive officers and the material elements of total compensation, including (1) annual base salaries, (2) target cash bonus amounts and (3) long-term incentive awards.The following table describes the components of the non-employee director compensation program in effect during 2014 and the compensation program that commenced effective January 1, 2015:Compensation Element 2014 $ 65,000 $ 70,000 $ 125,000 $ 135,000 Annual Retainer -- Non-Executive Board Chairman $ 100,000 $ 100,000 Audit Committee $ 25,000 $ 25,000 Compensation Committee $ 20,000 $ 20,000 Nominating and Corporate Governance Committee $ 10,000 $ 15,000 $ -- $ 12,500 Audit Committee $ 10,000 $ 12,500 Compensation Committee $ 10,000 $ 10,000 Nominating and Corporate Governance Committee $ 10,000 $ 7,500 $ 5,000 $ 5,000 $ 2,000 $ 2,000 Ownership of Common Stock and unvested restricted stock units (RSUs) with a value equivalent to five times the Non-Executive Director annual retainer ($325,000) Ownership of Common Stock and unvested restricted stock units (RSUs) with a value equivalent to five times the Non-Executive Director annual retainer ($350,000) (1)Paid in cash in equal quarterly installments. Paid pro rata for directors joining the Board after the payment date.(2)The award is granted and priced on the day of our annual meeting or, in the event of an out-of-cycle annual meeting such earlier date as may be approved by the Board, and vest on the first anniversary of the grant date. Vesting of the award will accelerate upon retirement from the Board subject to approval by the Compensation Committee.(3)In March 2015, the Board changed the name of this committee to the Acquisition and Strategic Planning Committee.(4)Meeting fees paid only for meetings in excess of eight meetings of the Board, Audit and Compensation committees, and in excess of four meetings of the Nominating and Corporate Governance and Acquisition committees. Fees are paid in cash in connection with each such additional meeting.(5)The Board has established a stock ownership guideline for directors whereby directors are expected to own at least five times their annual cash retainer in Company common stock. Shares owned directly by the director and unvested RSUs issued to directors are included for purposes of meeting the guideline. Directors have five years to satisfy the guideline, measured from commencement of their service.(6)In March 2015, the Board created an insurance strategy subcommittee to the Acquisition Committee and a talent development subcommittee to the Compensation Committee. The annual retainer for each subcommittee will be $12,500.63SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE2014. We note that Forms 4 filed for two2016.64QUESTIONS AND ANSWERS ABOUT VOTING of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.1.The election of the nine persons named in this proxy statement to serve on the Board until the next annual meeting and until their successors are duly elected and qualified;2.The approval, on an advisory basis, of the compensation of our named executive officers;3.The ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and4.The transaction of such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.“How"How can I vote my shares in person at the Annual Meeting?”" below for more information.2, 2015,6, 2017, the record date, or those with a valid proxy from a broker, bank or other nominee that held our shares on the record date are entitled to vote on the matters to be considered at the Annual Meeting.“legal proxy”"legal proxy" from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting using the ballot provided at the meeting. Please note that participants in our 401(k) Savings Plan (the "401(k) Plan") may not vote their plan shares in person at the Annual Meeting. See "How are my shares in the Company's 401(k) Plan voted?" below for more information.6589,799,45884,520,007 shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting.J. David Chatham Thomas C. O'Brien Douglas C. Curling Jaynie Miller Studenmund John C. Dorman David F. Walker Paul F. Folino Mary Lee Widener Anand NallathambiFrank D. Martell -– Election of Directors: “majority"majority of votes cast”cast" means that the number of votes “FOR”"for" a director nominee must exceed the number of votes “AGAINST”"against" that director nominee.-– Approval, on an Advisory Basis, of the Compensation of our NEOs: voting powerperson or represented by proxy and entitled to vote on the matter (meaning that of the common stockshares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved)..3 -4 – Ratification of the Selection of PwC as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 20152017: 20152017 will be ratified if the affirmative vote of the holders of a majority in voting power of theshares of common stock entitled to vote on the proposal, present in person or represented by proxy is received.If you hold yourand entitled to vote on the matter (meaning that of the shares in "street name" throughrepresented at the meeting and entitled to vote on the proposal, a broker, bank or other nominee and do not provide your broker, bank or other nominee with voting instructions, your shares may constitute broker non-votes and may notmajority of them must be counted in determiningvoted "for" the outcome of certain matters (see “What is a 'broker non-vote' and how isproposal for it treated?” below)to be approved).66“street"street name,”" you may also attend the Annual Meeting and vote your shares in person, provided that you request and receive, prior to the Annual Meeting, a “legal proxy”"legal proxy" from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting and present the legal proxy at the meeting prior to voting. If your shares are held through the 401(k) Plan, please see “How"How are my shares in the Company’sCompany's 401(k) Plan voted?" below.(“Fidelity”("Fidelity") acts as trustee for shares held in the 401(k) Plan. The governing documents of the 401(k) Plan require Fidelity, as trustee, to vote the shares as directed by the plan participants for whose benefit the shares are held. Fidelity will use an independent third party to tabulate the voting directions of all participants who provide such directions to Fidelity. Neither the tabulator nor Fidelity will provide the individual or aggregate participant voting directions to the Company, unless otherwise required by law. Shares for which no direction is received by Fidelity from the participants by April 23, 201528, 2017 at 5:00 p.m., Eastern time, will be voted in the same proportion as are the shares for which directions are received by that time.Anand Nallathambi,Board.“How"How do I vote?”";67“street name”"street name" (in the name of a bank, broker or other nominee), you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the Annual Meeting. Attendance at the Annual Meeting will not by itself constitute revocation of a proxy.“quorum”"quorum" refers to the number of shares that must be represented at a meeting in order to lawfully conduct business. Holders of a majority in voting power of all issued and outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum at the Annual Meeting. Without a quorum, no business may be transacted at the Annual Meeting. Abstentions and broker non-votes (as described below) are counted as present and entitled to vote for purposes of determining the presence or absence of a quorum.20152017 — to be a "routine matter." The following proposals are considered "non-routine matters" under the NYSE rules: and“FOR,” “AGAINST,”"for," "against," or “ABSTAIN”"abstain" with respect to each director nominee. If you elect to “ABSTAIN”"abstain" from the election of directors, the abstention will not have any effect on the election of directors. In determining the voting results for the election of directors, only “FOR”"for" and “AGAINST”"against" votes count.named executive officersNEOs, the vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our NEOs and the vote to ratify the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2015,2017, abstentions are treated as present and entitled to vote. Therefore, with respect to determining whethereach of these two proposals are approved,(other than the vote, on an advisory basis, on the“AGAINST”"AGAINST" the proposal.twoone percent of our shares of common stock in the aggregate that are entitled to vote at the Annual Meeting.68The BoardWe may also solicitconduct further solicitations of stockholders by telephone,e-mail, through press releases issued by us, advertisements in periodicals or postings on our website atwww.corelogic.com. through our officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation. We have also retained Alliance Advisors to assist in the solicitation of proxies and related services, for a fee estimated to be approximately $19,000$19,500 plus an amount to cover expenses. In addition, we have agreed to indemnify Alliance Advisors against certain liabilities arising out of or in connection with the engagement.How will solicitors contact me?People soliciting proxies may contact you in person, by mail, by telephone, by e-mail or by facsimile.20142016 Annual Report, for the Annual Meeting or for our future meetings of stockholders, or if you are a stockholder at a shared address to which we delivered multiple copies of the proxy materials and you desire to receive one copy in the future, please submit your request to:
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003vote “FOR”:vote: (1) "FOR" the Board's nine nominees for director; (2) "FOR" the approval, on an advisory basis, of the compensation of our named executive officers;NEOs; (3) "EVERY ONE YEAR" with respect to(3)(4) "FOR" the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2015.
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 0700369STOCKHOLDER PROPOSALS 20162018 annual meeting, the notice must be delivered or mailed to and received by our Secretary between December 30, 2015January 3, 2018 and January 29, 2016.February 2, 2018.20162018 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. The proposal must be received by us at our principal executive offices not later than November 19, 201520, 2017 in order to be considered for inclusion in our proxy materials for the 20162018 annual meeting of stockholders.70GENERAL INFORMATION 20142016 and will furnish, at a charge of $10, a copy of the exhibits thereto. Such request should contain a representation that the person requesting this material was a beneficial owner of our shares on the record date. Such request should be sent to the General Counsel at our address indicated on the first page of this proxy statement.By Order of the Board of DirectorsStergios TheologidesSenior Vice President, General Counsel and SecretaryIrvine, CaliforniaMarch 18, 201571By Order of the Board of Directors Stergios Theologides
Senior Vice President, General Counsel and Secretary
Irvine, California
March 20, 2017CORPORATE SOCIAL RESPONSIBILITY ➢ Ensuring accountability and execution of corporate social responsibility programs through enterprise networks and governance by an enterprise diversity advisory council;
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Elevating high-potential diverse talent through job enrichment and leadership development programs;
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Acquiring a broad and varied candidate spectrum of top-tier talent via targeted alliances with outreach partners to include organizations focused on ethnic diversity, women and military veterans;
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Establishing employee-led networks that inspire personal and professional development and serve as conduits for diversity initiatives; and
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Encouraging and supporting mentoring opportunities to champion talent and broaden development opportunities for our workforce.
APPENDIX A – UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTED NUMBERS
RECONCILIATION OF ADJUSTED EBITDA
UNAUDITED For the Year Ended December 31, 2016 (in thousands) PI RMW Corporate Elim CoreLogic $ 90,119 $ 252,997 $ (233,170 ) — $ 109,946 — — 55,537 — 55,537 126,367 28,652 17,559 — 172,578 2,342 — 55,441 — 57,783 12,879 5,460 21,510 — 39,849 10,399 — 42,783 — 53,182 — — 1,446 — 1,446 2,748 — 4,111 — 6,859 2,890 — — — 2,890 $ 247,744 $ 287,109 $ (34,783 ) — $ 500,070 For the Year Ended December 31, 2015 (in thousands) PI RMW Corporate Elim CoreLogic $ 94,522 $ 216,147 $ (181,117 ) — $ 129,552 — — 66,494 — 66,494 96,766 37,493 16,118 — 150,377 784 31 60,475 — 61,290 8,251 5,581 21,954 — 35,786 — — (33,884 ) — (33,884 ) 368 1,036 6,108 — 7,512 2,074 — 3,451 — 5,525 $ 202,765 $ 260,288 $ (40,401 ) — $ 422,652
RECONCILIATION OF ADJUSTED EPS
UNAUDITED For the Year Ended December 31, 2016 2015 $ 1.23 $ 1.42 0.45 0.40 0.60 (0.37 ) 0.02 0.08 0.08 0.06 0.72 0.61 0.03 — (0.71 ) (0.30 ) $ 2.42 $ 1.90
RECONCILIATION TO FREE CASH FLOW
UNAUDITED(in thousands) For the Year Ended
December 31, 2016 $ 414,003 (45,211 ) (35,507 ) $ 333,285 (in thousands) For the Year Ended
December 31, 2015 $ 336,149 (44,149 ) (36,409 ) $ 255,591
Irvine, CA 92618
corelogic.comNYSE: CLGX 29-PROXY2017-0217-00 © 2017 CoreLogic, Inc. All rights reserved.
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like thisCORPORATE SOCIAL RESPONSIBILITYCoreLogicproudavailable through 11:59 P.M. Eastern Daylight Time on May 2, 2017.givemail back to the communities in which we live and do business. Not only does being a good corporate citizen promote positive awareness of CoreLogic, but it serves to inspire and create an inclusive culture for our employees. Our outreach initiatives focus on accomplishing clear community goals, including:your proxy card.Sharing financial knowledgeFinancial literacy education in our school systems and communities plants the seeds for financial dignity, comprehension and independence. Our people and partners provide training and educational seminars that support financial security.Supporting housing initiativesFrom transitional housing to homelessness and foreclosure reduction efforts, CoreLogic supports housing development that focuses on the needs and circumstances of every person and family.Promoting community reinvestment through researchWith access to information, citizens, community leaders and developers can make more informed decisions about the direction of their neighborhood. From assessing the impact of changes to the economy to measuring underbanked populations, we provide funds and data resources for community research.Community PartnersOperation HOPE’s Mission is to expand economic opportunity in underserved communities through economic education and empowerment. Operation HOPE improves the economic quality of life for individuals, families and communities through a broad array of programs and services at local, national, and worldwide levels.HOPE Financial Literacy Empowerment Centers. Our financial advisors help clients buy new homes, battle foreclosure, open businesses, and improve their credit—all for free.Banking on Our Future. Our volunteers teach kids in impoverished communities worldwide how to get ahead—through financial literacy education and entrepreneurship.HOPE Coalition America. We help clients recover financially from natural disasters and other emergencies by providing financial guidance to victims — such as assisting after Hurricane Katrina and establishing a presence in Haiti after the 2010 earthquake.Mortgage HOPE Crisis Hotline. We offer a free hotline service connecting individuals with counselors that are ready to assist those in danger of losing their home. Our counselors have helped thousands nationwide resolve challenging mortgage problems.HOPE Global Initiatives. We are expanding our services worldwide, marshaling local volunteers to improve the quality of life in developing countries through economic empowerment.HOPE Advisors. With years of experience in financial literacy education and empowerment, we are able to provide the banking industry and communities throughout the world a blueprint for creating traditional banking customers.72