Audit Committee The Audit Committee has the most direct and systematic responsibility for overseeing risk management. The Audit Committee charter provides for a variety of regular and recurring responsibilities relating to risk, including: • having responsibility for the internal audit function, with that function having a direct line of communication to the Audit Committee; • receiving reports from management and the internal audit function regarding the adequacy and effectiveness of various internal controls; • reviewing periodically with internal counsel legal and regulatory matters that could have a significant impact on us and could indicate emerging areas of risk; • overseeing accounting and risk management processes, including receiving regular reports from our Chief Legal Officer; and • discussing with management our guidelines and policies with respect to risk assessment and enterprise risk management, including our major risk exposures and the steps management has taken to monitor and control such exposures. In performing these functions, the Audit Committee regularly receives reports from management (including the Chief Executive Officer, the Chief Financial Officer, the Controller and the Chief Legal Officer) and internal auditors regarding our risk management program (which incorporates our compliance, information & cyber security, and business continuity programs), extraordinary claims and losses, and significant litigation. The Board receives updates on risk oversight from the Audit Committee and members of management. | | Compensation Committee 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: 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 charter provides for a variety of regular and recurring responsibilities relating to risk, including:
- •
having responsibility for the internal audit function, with that function having a direct line of communication to the Audit Committee;
•receiving reports from management and the internal audit function regarding the adequacy and effectiveness of various internal controls;
•reviewing periodically with internal counsel legal and regulatory matters that could have a significant impact on us and could indicate emerging areas of risk;
•overseeing accounting and reporting risk management process, including receiving regular reports from our Chief Legal Officer; and
•discussing with management our guidelines and policies with respect to risk assessment and enterprise risk management, including our major risk exposures and the steps management has taken to monitor and control such exposures.
In performing these functions, the Audit Committee regularly receives reports from management (including the Chief Executive Officer, the Chief Financial Officer, the Controller and the Chief Legal Officer) and internal auditors regarding our risk management program (including our compliance program, information and cyber security and business continuity programs), extraordinary claims and losses, and significant litigation. The Board receives updates on risk oversight from the Audit Committee and members of management.
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.
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Board Meetings and Attendance
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Board Meetings and Attendance Our Board held eightsix meetings during 2017.2019 and ournon-management directors also met six times in executive session without management present. 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 during 2017.2019. From time to time, our Board and committees also act by unanimous written consent as permitted by our Bylaws and the Delaware General Corporation Law.
Director Attendance at Annual Meetings We encourage our directors to attend the annual meetings of our stockholders, either in person or telephonically. All directors attended the 2019 annual meeting (with the exception of Mr. Shepherd, who was appointed to the Board in June 2019). Retention of Outside Advisors |
The Board and all of its 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 Conduct The Board has adopted a codeCode of ethicsConduct (the “Code”) that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller,directors, Chief Executive Officer, Chief Financial Officer, Controller, and persons performing similar functions. A copy of this code of ethics is posted on the Investors section of our web site under 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,functions, which also has been posted under "Investors — Leadership“Investors-Leadership & Governance — Highlights"Governance-Highlights” on our web site at the address stated above.websitewww.corelogic.com. If we waive or amend any provisions of these codes of ethicsthe Code that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer, or controllerChief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions, we will disclose such waivers or amendments on our web site,website, at the address and location specified above, to the extent required by applicable SEC and NYSE Rules.rules. Corporate Governance Guidelines Corporate Governance Guidelines
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The Board has adopted Corporate Governance Guidelines which have been posted under “Investors-Leadership & Governance-Highlights” on the Investors section of our web site under Leadership & Governance — Highlights atwebsitewww.corelogic.com. In addition to stating the standards that the Board applies in determining whether or not its members are independent, these guidelines stateaddress, among other items, the qualifications and responsibilities of our directors and describe fundamental aspects of our Board and certain of its committees. Director Overboarding Policy Director Overboarding Policy
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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 public company audit committees (including our Audit Committee), in each case, 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. AllAs of the date of this proxy statement, all of our directors are in compliance with the overboarding policy. Board and Committee Evaluations Board and Committee Evaluations
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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, among other items, attendance, preparedness, participation, candor and other measures of performance selected by the Board.
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Communicating with Directors Director Attendance at Annual Meetings
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We encourage our directors to attend the annual meetings of our stockholders, either in person or telephonically. All nine directors who were members of our Board at the time of our 2017 annual meeting attended the 2017 annual meeting.
Communicating with Directors
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Stockholders and other interested parties may communicate directly with members of the Board, including the Chairman of the Board or any of the othernon-management directors of our Company (individually or as a group), by writing to such director(s) at: Our Corporate 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 otherjob-related inquires; and spam and overlyinappropriately 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 Transactions with Management and Others
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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 the Company and the related person. If a related party transaction is notpre-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 requirepre-approval: •compensatory arrangements for service as an officer or director of ours, provided such compensation is approved by the Compensation Committee;
•transactions between us and our affiliates (other than directors and officers);
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•- transactions involving a related person with only an indirect interest resulting solely from ownership of less than 10% of, or being a director of, the entity entering into a transaction with us;
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ordinary course transactions involving annual payments of $100,000 or less; or
•transactions involving indebtedness between us and a beneficial owner of more than 5% of our common stock or an immediate family member of such beneficial owner, provided that the beneficial owner or family member is not an executive officer, director or director nominee of ours or an immediate family member thereof. We have entered into the transactions discussed below, which have been approved or ratified in accordance with ourIn fiscal 2019, there were no related party transactions policy.required to be disclosed pursuant to Item 404 of RegulationS-K.
Price Associates beneficially owns greater than 5% of
Anti-Hedging and Pledging Policy We maintain a policy that restricts our common stock and is therefore a related party. During 2017, Price Associates or its affiliates purchased approximately $285,000 of data, analyticsdirectors, executive officers and other employees from engaging in hedging or monetization transactions, including prepaid variable forwards, equity swaps, collars and exchange funds, that may permit continued ownership of Company products. Thesesecurities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. Pursuant to our policy, we also prohibit our directors, executive officers and other employees from engaging in transactions occurred pursuant to contracts entered intoin put options, call options or other derivative securities, on an arm's-length basis and were ratified byexchange 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 (except in limited circumstances if the Nominating and Corporate Governance Committeeperson pledging the securities is able to demonstrate that he or she has the financial capacity to repay the loan without resort to the pledged securities). No such exception is currently in accordance with our related party transactions policy.place. BlackRock, Inc. beneficially owns greater than 5% of our common stock and is therefore a related party. During 2017, BlackRock, Inc. or its affiliates purchased approximately $385,000 of data, analytics and other Company products. These transactions occurred pursuant to contracts entered into on an arm's-length basis and were ratified by the Nominating and Corporate Governance Committee in accordance with our related party transactions policy.
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DIRECTOR COMPENSATION The following table sets forth certain information concerning the compensation of our directors other than Mr. Martell for the fiscal year ended December 31, 2017.2019. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name |
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| Fees Earned or
Paid in Cash
($) |
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| Stock
Awards (1)(2)
($) |
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| Total
($) |
| | | | | | | | | | | | | | | | | | | | | | | | | | J. David Chatham | | | | | 115,055 | | | | | 134,969 | | | | | 250,024 | | | | | | Douglas C. Curling | | | | | 91,875 | | | | | 134,969 | | | | | 226,844 | | | | | | John C. Dorman | | | | | 100,000 | | | | | 134,969 | | | | | 234,969 | | | | | | Paul F. Folino | | | | | 211,000 | | | | | 134,969 | | | | | 345,969 | | | | | | Claudia Fan Munce | | | | | 12,432 | | | | | 78,747 | | | | | 91,179 | | | | | | Thomas C. O'Brien | | | | | 108,500 | | | | | 134,969 | | | | | 243,469 | | | | | | Vikrant Raina | | | | | 12,432 | | | | | 78,747 | | | | | 91,179 | | | | | | Jaynie Miller Studenmund | | | | | 98,320 | | | | | 134,969 | | | | | 233,289 | | | | | | David F. Walker | | | | | 112,500 | | | | | 134,969 | | | | | 247,469 | | | | | | Mary Lee Widener | | | | | 82,500 | | | | | 134,969 | | | | | 217,469 | | | | | | | | | | | | | | | | | | | | | | | |
(1)The amounts shown reflect the aggregate grant date fair value of stock awards granted in 2017, 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 that date by the number of RSUs awarded. The stock awards were granted on May 3, 2017 to each non-management director except Ms. Munce and Mr. Raina. Pro-rata stock awards were granted on November 10, 2017 to Ms. Munce and Mr. Raina in connection with their appointment to the Board.
(2)The aggregate numbers of RSUs held by each current non-management director as of December 31, 2017 were as follows:
| | | | | | | | | | | | | Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards (1)(2) ($) | | | Total ($) | | | | | | J. David Chatham | | $ | 133,803 | | | $ | 159,963 | | | $ | 293,766 | | | | | | Douglas C. Curling | | $ | 92,500 | | | $ | 159,963 | | | $ | 252,463 | | | | | | John C. Dorman | | $ | 112,500 | | | $ | 159,963 | | | $ | 272,463 | | | | | | Paul F. Folino | | $ | 217,500 | | | $ | 159,963 | | | $ | 377,463 | | | | | | Claudia Fan Munce | | $ | 103,406 | | | $ | 159,963 | | | $ | 263,369 | | | | | | Thomas C. O’Brien | | $ | 121,303 | | | $ | 159,963 | | | $ | 281,266 | | | | | | Vikrant Raina | | $ | 92,500 | | | $ | 159,963 | | | $ | 252,463 | | | | | | J. Michael Shepherd | | $ | 54,227 | | | $ | 149,629 | | | $ | 203,856 | | | | | | Jaynie Miller Studenmund | | $ | 97,500 | | | $ | 159,963 | | | $ | 257,463 | | | | | | David F. Walker | | $ | 125,000 | | | $ | 159,963 | | | $ | 284,963 | | | | | | Mary Lee Widener | | $ | 95,000 | | | $ | 159,963 | | | $ | 254,963 | |
| (1) | The amounts shown reflect the aggregate grant date fair value of stock awards granted in 2019 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 that date by the number of RSUs awarded. The stock awards were granted on April 30, 2019 to eachnon-management director, other than for Mr. Shepherd, who received his grant on June 21, 2019. |
| (2) | The aggregate numbers of RSUs held by each currentnon-management director as of December 31, 2019 were as follows: |
| | | | | | Name | | Restricted Stock Unit Awards (#) | | | | | | | | | | | | | | | | | | Name |
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| Restricted Stock Unit
Awards (#) |
| | | | | | | | | | | | | | | | | | J. David Chatham | | | | 3,939 | 3,190 | | | Douglas C. Curling | | | | 3,939 | | | | DouglasJohn C. Curling Dorman | | | | 3,939 | 3,190 | | | Paul F. Folino | | | | 3,939 | | | | John C. DormanClaudia Fan Munce | | | | 3,939 | 3,190 | | | Thomas C. O’Brien | | | | 3,939 | | | | Paul F. FolinoVikrant Raina | | | | 3,939 | 3,190 | | | J. Michael Shepherd | | | | 3,442 | | | | Claudia Fan MunceJaynie Miller Studenmund | | | | 3,939 | 1,755 | | | David F. Walker | | | | 3,939 | | | | Thomas C. O'BrienMary Lee Widener | | | | 3,939 | 3,190 | | | | | | | Vikrant Raina | | | | | 1,755 | | | | | | | Jaynie Miller Studenmund | | | | | 3,190 | | | | | | | David F. Walker | | | | | 3,190 | | | | | | | Mary Lee Widener | | | | | 3,190 | | | | | | | | | | | | | | | | |
As described in the Compensation Discussion and Analysis, Pay Governance served as independent compensation consultant for the Compensation Committee for 20172019 and will continue to advise on the compensation of our directors for 2018.2020. During 2017,2019, as part of its engagement with the Committee, Pay Governance: •provided advice on the selection of a peer group of companies for director compensation comparison purposes;
•provided guidance on industry best practices and emerging trends and developments in director compensation;
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•provided input on the design of the deferral program in the Directors' Compensation Policy;
•- reviewed director compensation;
•analyzed pay survey data; and
•provided advice on determining the structure and amounts payable under our director compensation program.
The Compensation Committee reviews and recommends to the Board the form and level of director compensation. In December 2017,2019, the Compensation Committee reviewed and recommended to the Board changes to the Directors'Directors’ Compensation Policy and recommended one change for 2020 with respect to the annual cash retainer for ournon-management Chairman of the Board approved and adopted(increase to $120,000 from $100,000); the updated Directors'Board affirmed the recommendation of the Compensation Policy in December 2017.Committee. The table below describes the components of thenon-management director compensation program in effect during 2017 and the compensation program that commenced effective January 1, 2018:2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Compensation Element |
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| 2017 |
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| 2018 |
| | | | | | | | | | | | | | | | | | | Annual Retainer — Non-Management Director (1) | | $ | 70,000 | | | | $ | 80,000 | | | | | | Annual Equity Compensation — RSUs (2) | | $ | 135,000 | | | | $ | 160,000 | | | | | | Annual Retainer — Non-Management Board Chairman | | $ | 100,000 | | | | $ | 100,000 | | | | | | Annual Retainer — Committee Chairs (1) | | | | | | | | | | | | | | Audit Committee | | $ | 25,000 | | | | $ | 25,000 | | | | | | Compensation Committee | | $ | 20,000 | | | | $ | 20,000 | | | | | | Nominating and Corporate Governance Committee | | $ | 15,000 | | | | $ | 15,000 | | | | | | Strategic Planning Committee (3) | | $ | 12,500 | | | | $ | 12,500 | | | | | | Annual Retainer — Committee Members (1) | | | | | | | | | | | | | | Audit Committee | | $ | 12,500 | | | | $ | 15,000 | | | | | | Compensation Committee | | $ | 10,000 | | | | $ | 10,000 | | | | | | Talent Development Committee (3) | | $ | 12,500 | | | | $ | n/a | | | | | | Nominating and Corporate Governance Committee | | $ | 7,500 | | | | $ | 7,500 | | | | | | Strategic Planning Committee (3) | | $ | 5,000 | | | | $ | 5,000 | | | | | | Insurance Strategy Subcommittee (3) | | $ | 12,500 | | | | $ | n/a | | | | | | Fee for attendance of Board and Committee Meetings in Excess of Designated Number (4) | | $ | 2,000 | | | | $ | 2,000 | | | | | | | | | | | | | | | | |
(1) | | | | | Compensation Element | | 2019 | | | | Annual Retainer —Non-Management Director (1) | | $ | 80,000 | | | | | Annual Equity Compensation — RSUs (2) | | $ | 160,000 | | | | | 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 | | | | Strategic Planning and Acquisition Committee | | $ | 12,500 | | | | | Annual Retainer — Committee Members (1) | | | | | | | Audit Committee | | $ | 15,000 | | | | Compensation Committee | | $ | 10,000 | | | | Nominating and Corporate Governance Committee | | $ | 7,500 | | | | Strategic Planning and Acquisition Committee | | $ | 5,000 | | | | | Fee for attendance of Board and Committee Meetings in Excess of Designated Number (3) | | $ | 2,000 | |
| (1) | Committee chair retainer represents amounts paid to each committee chair for their service in addition to the committee member annual retainer. Fees are paid in cash in equal quarterly installments. Fees are paid in cash in equal quarterly installments. Fees are paidpro-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 (or the date of the annual meeting if earlier). Vesting of the award will accelerate upon death, disability, retirement from the Board or a change in control.
(3)The insurance strategy subcommittee to the Strategic Planning Committee and the talent development subcommittee to the Compensation Committee were discontinued in 2017.
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(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 Strategic Planning Committees. Fees are paid in cash in connection with each such additional meeting.
Director Share Ownership Guidelines
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| (2) | The award is granted and priced on the day of our annual meeting or, in the event of anout-of-cycle annual meeting, such earlier date as may be approved by the Board, and vest on the first anniversary of the grant date (or the day prior to the date of the annual meeting in the year following the year of grant, if earlier). Vesting of the award will accelerate upon death, disability, retirement from the Board or a change in control. Directors joining the Board after the date of the Annual Meeting will receive a pro rata annual RSU award on the date the director joins the Board, which will vest on the same terms as the other annual RSU awards. |
| (3) | Meeting fees paid only for meetings in excess of eight meetings of the Board, Audit Committee and Compensation Committee, and in excess of four meetings of the Nominating and Corporate Governance Committee and Strategic Planning and Acquisition Committee. Fees are paid in cash in connection with each such additional meeting. Directors may also elect to defer payment of their RSUs under the Outside Director Deferral Program. RSUs deferred under such program will generally be paid, subject to the applicable vesting requirements, in shares of the Company’s common stock on the earlier of (1) the director’s death or separation from service or (2) a change in control of the Company. |
Director Share Ownership Guidelines We require ournon-management directors to own a fixed amount of Company stock. The guidelines are based on a multiple of the annual retainer and beginning in 2018 require a value of at least $400,000 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, countincluding deferred awards, are credited toward the requirement. All directors have met these requirements within five years of joining. EXECUTIVE OFFICERS Anti-Hedging and Pledging Policy
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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.
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Set forth below is information regarding our current executive officers. Our executive officers are appointed annually by the Board. | | | | | Frank D. Martell | | Age 60 | | |
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| | | | | | | | | Frank D. Martell |
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President and Chief
Executive Officer |
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Biography is set forth under the heading Proposal 1 — 1—Election of Directors
above. |
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| | | Age 58 | | | | | James L. Balas | | | | | | Age 49 |
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| | | | | | | | | James L. Balas |
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Chief Financial Officer Age 47
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Mr. Balas has served as the Company'sCompany’s Chief Financial Officer since April 2016. Mr. Balas joined CoreLogic in March 2011, as Senior Vice President, Controller and principal accounting officer. In 2012, his role expanded to include oversight of finance in addition to his other responsibilities. Prior to joining the Company, Mr. Balas held a variety of senior finance leadership positions at several publicly-traded companies after a successful10-year career at Ernst & Young and Capgemini. |
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| | | Barry M. Sando | | | | | Age 60 |
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| | | | | | | | | Barry M. Sando |
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Managing Director, Underwriting and Workflow Solutions Age 58
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Mr. Sando has served as the Company'sCompany’s Managing Director of Underwriting and Workflow Solutions (and predecessor business segments) since June 2010, when we became a stand-alone public company. Mr. Sando has more than 25 years'30 years’ experience in the housing finance and property information business and previously served in various executive positions with our predecessor company, The First American Corporation. |
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FAC. | | | Francis Aaron Henry | | | | | Age 54 |
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| | | | | | | | | Arnold A. Pinkston |
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Chief Legal Officer and Corporate Secretary Age 59
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Mr. PinkstonHenry has served as the Company'sCompany’s Chief Legal Officer and Corporate Secretary since January 2018. In this role,November 2019. Prior to joining the Company, he oversees the global legal and compliance teams. Previously, Mr. Pinkston served as Executive Vice President and General Counsel for Allergan, Inc., a multi-specialty health care company, from 2011 until March 2015. From 2005 until 2011, Mr. Pinkston served as Senior Vice President,was General Counsel and Corporate Secretary for Beckman Coulter, Inc., a health care diagnosticsat MoneyGram International from 2012 to September 2019, and life sciences company. From 1994 until 2005, he heldpreviously served as SVP, Assistant General Counsel, Global Regulatory and Privacy Officer from 2011. Prior to MoneyGram, Mr. Henry served in various legal positionsroles at Eli LillyThe Western Union Company and Company, a global pharmaceutical company, including Vice President and Deputy General Counsel. |
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| | | | | | | First Data Corporation. |
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COMPENSATION DISCUSSION & ANALYSIS COMPENSATION DISCUSSION & ANALYSIS |
This Compensation Discussion and Analysis (CD&A)(“CD&A”) describes our compensation program, including our compensation strategy, philosophy, polices, programs and practices (our compensation program) for our named executive officers (NEOs)NEOs and the positions they held in 2017.2019. For purposes of this CD&A, the Committee refers to the Compensation Committee of our Board of Directors. | | | | | | | | |
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| | | | | | | | | Named Executive Officer | | Named Executive Officer | | | | Position as of December 31, 2017(1) | | 2019 | | | | | | | | | | | | Frank D. Martell | | | | President and Chief Executive Officer | | | | | | | | | | | | | | James L. Balas | | | | Chief Financial Officer | | | | | | | | | | | | | | Barry M. Sando | | | | Managing Director, Underwriting and Workflow Solutions | | | | | | | | | | | | Francis Aaron Henry | | Stergios TheologidesChief Legal Officer and Corporate Secretary(1) | | Arnold Pinkston | | Former General CounselChief Legal Officer and Corporate Secretary | | (2) | | | | | | | | | |
| | (1) | Anand NallathambiMr. Henry joined CoreLogic on November 6, 2019. |
| | (2) | | Former President and Chief Executive Officer | | | | | | | | | | | |
(1)Mr. Nallathambi passed away on March 2, 2017 and Mr. Martell was appointed President and Chief Executive Officer effective March 6, 2017. Mr. Theologides left the Company on September 15, 2017. Other than the NEOs listed above, the Company did not have any other executive officers serving at the end of 2017.
Selected 2017 Business HighlightsMr. Pinkston left CoreLogic on June 14, 2019.
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2019 BUSINESS HIGHLIGHTS Our compensation program is designed to align the interestinterests of our executive officers with those of our stockholders through executionuse of a balance of financial results and strategic objectives in three areas of strategic focus:focus that are intended to drive our long-term performance: growth and scale,innovation, operational excellence, andhigh performing organization.organization. In 2017,2019, a majority of our NEOs'NEOs’ compensation continued to be based upon our financial performance and execution against these strategic priorities.objectives. In setting our 2019 performance goals, we considered various factors including strategic initiatives associated with the implementation of our long-term plans, programs required to ensure robust cyber and information security and technology platforms and hiring and retaining the best available human capital, and the Company’s environmental, social and governance (ESG) initiatives. We also considered factors such as anticipated volatility and unpredictability in our domestic and international markets. We delivered strong operating and financial results in 2019. Significant strategic and operational highlights included: Enhancing business mix by increasing contributions from higher margin platform and recurring revenue streams and exit/wind down of non-core mortgage technology and default services units. Increasing non-US mortgage volume sensitive solutions to almost 40% of total revenues, reflecting strong progress toward long-term goals. Acquiring and/or integrating important business streams to augment and grow our insurance and spatial solutions, tax services and real estate marketing services operations. Completing the transformation of our AMC operation to enhance future growth and profitability. Investing in new technology and data-related capabilities with a focus on data structures, visualization, technology platforms and advanced automation techniques. Progressing the migration of our technology stack to the Google Cloud. Exceeding our cost reduction targets through a reduction in organizational complexity, refining and automating work processes, and shrinking our real estate footprint, all of which contributed to expanded operating margins. Long-term Financial Highlights Through 2019 Operating Performance – 2011 (first full year as a public company) – 2019 Growth 
Adjusted EBITDA to Free Cash Flow (FCF) Conversion Percentage 
| | | Shareholder Capital Returns ($millions) 
| | Stock Price Performance – 2011 - 2019 
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∎ Periodic ∎ Prior Cumulative ∎ Cumulative # of Shares Purchased 2019 FINANCIAL HIGHLIGHTS Revenues of $1.762 billion, an increase of 3% before the impact of foreign currency translation, our AMC transformation and the exit/wind down ofnon-core mortgage technology and default services units. Adjusted EBITDA increased to $498 million, an increase of $5 million above 2018 levels. Adjusted EPS of $2.83 grew by 4% compared to the prior year. Adjusted EBITDA margins up 70 basis points to 28%. Adjusted EBITDA exceeded 30% for 2017, we expected a very challenging market environment due to anticipated declinesthe second half of 2019, including margin expansion of approximately 500 basis points in mortgage originationsthe fourth quarter. Cost management and productivity benefits of more than $20 million. Including heightened reinvestment in a rising interest rate environment. We setgrowth generating initiatives and productivity programs, FCF of $257 million was generated for the twelve months ended December 31, 2019. Repurchased approximately 3% of our performance targets to align with these expectations. Notwithstanding the challengescommon shares and headwinds, we successfully navigated through the ongoing transition of the U.S. mortgage market towards a durable, purchase-driven cycle. reduced debt levels by $110 million. Initiated and declared our first quarterly dividend in December 2019 and paid in January 2020. Company share price increased more than 30%. We attribute these results to management'smanagement’s ability to maintainsuccessfully implement our long-term strategic initiatives and tactical business plans and navigate a large and complex market undergoing heightened levels of volatility while maintaining focus in a time of significant change, and tochallenging business environment, with strong leadership from Mr. Martell's leadership and performance as our President and CEO.Martell. We delivered exceptional results in 2017. We strengthened our market leadership across our core mortgage businesses, advanced our strategic imperatives in the property valuations space, and delivered strong organic growth in our insurance & spatial and international operations. We also invested in product development, service quality, and expanded our data and technology innovation capabilities while returning substantial capital to stockholders through share repurchases representing 5% of total shares outstanding. We met or exceeded expectations on adjusted EBITDA, adjusted EPS, and free cash flow (FCF) and delivered revenue just below targeted goals.
| | | | | | | | | | | | Our strong 2017 financial and operating performance resulted in stockholder returns of 25%
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Please seeAppendix A for a detailed reconciliation of adjusted EBITDA adjusted EPS and FCF to the most directly comparable GAAP financial measures. | | | | | | | | | | | | EXECUTIVE COMPENSATION HIGHLIGHTS Since 2011, we have grown revenues at an annual compounded rate of 9%, Adjusted EBITDA by 12%, and Adjusted EPS by 25%
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Summary of 2017 Compensation Decisions
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We rewardedaligned annual incentives to strong financial results. Our 2017underlyingpay-for-performance approach is intended to reward management appropriately for results relative to targeted performance through use of a weighted combination of three performance metrics: revenue, adjusted EBITDA, and FCF. Annual incentive performance goals were set at the beginning of 2019 based on best available market forecasts at the time, which called for a modest decline relative to actual 2018 for US mortgage market unit volumes. In addition, our financial targets were set based on our assessment of the impact of key strategic initiatives as well as known or anticipated macro-economic environment and operating conditions in the global markets we serve. We delivered a strong performance met or exceeded targets on all metrics other thanin 2019 – both operationally and financially – exceeding our revenue (impactedtarget by market volume declines)10%, our adjusted EBITDA target by 11%, and resulted in above-target payouts overall. Resultsour FCF target by 4%. Combined results for revenue, adjusted EBITDA, and FCF generated annual incentive funding at 141% of target. The overachievement against our targets was driven principally by a combination of effective and aggressive management, improved market conditions for US mortgage as well as changes in the timing related to our AMC transformation program and the wind down of certainnon-core platforms. After considering the impact of changes in the timing and other assumptions related to our AMC transformation program as well as the wind down ofnon-core platforms on actual financial results against targeted performance levels, the Committee exercised its discretion to reduce final funding of our annual cash bonus plan, the ICP, at 122.7%financial results to 128.7% of target.
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We also consideredassessed and as appropriate, rewarded our most significant strategic accomplishments. Our decisions For our NEOs, 25% of annual incentive awards is tied to performance on ICP awards took into consideration a number of keypredetermined strategic objectives as well as specific goals tied to employee satisfaction and information security.Based on overall strong strategic accomplishments in 2017 acrossa challenging revenue environment as well as achievement of employee satisfaction and information security related targets, and individual contributions to those accomplishments, the Committee awarded our three eligible NEOs that were with us at the end of 2019 from 129% to 170% of target for strategic focus areas, including the following:objectives. | | | Strategic Focus | | 2019 Accomplishments | Growth and Innovation | | ✓ Achieved positive underlying growth (normalizing for AMC transformation program and wind down ofnon-core platforms mentioned previously) and enhanced business mix of higher margin platform-related businesses including insurance and spatial solutions, real estate, and commercial tax servicing ✓ Increased contributions fromnon-US mortgage sensitive businesses to approximately 40% of total revenues ✓ Out-performed US mortgage market volume trends in property tax payment processing, flood zone determination and collateral valuation platforms units ✓ Expanded market share through product introduction and enhancements as well as deployment of integrated solutions packages and pricing gains ✓ Completed transformation of our AMC operation to a premium service offering which is expected to improve quality and productivity and generate accelerated growth and higher margins in 2020 and beyond ✓ Invested in strategic cutting-edge data and technology-related enhancements, artificial intelligence, and visualization to enhance future growth and offering capabilities | Operational Excellence | | ✓ Active-active Google Cloud Platform (“GCP”) operating model deployed, and migrated significant systems and applications to the GCP to further enhance technology infrastructure capabilities and efficiencies ✓ Exceeded productivity savings target of $20 million through automation, outsourcing and partnerships, real estate consolidation and other workflow enhancements ✓ Expanded adjusted EBITDA margins by 70 basis points for the full-year to 28%; adjusted EBITDA margins exceeded 30% during the second half of 2019, significantly ahead of targeted levels and the same 2018 period ✓ Generated strong operating cash flow, which facilitated heightened investment levels, debt reduction of approximately $110 million, the repurchase of 3% of shares outstanding, and the initiation of a quarterly dividend ✓ Amended our credit facility at more favorable terms, extended maturity and increased financial flexibility |
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| | | | | | | | | | | Strategic Focus | | Strategic Focus2019 Accomplishments | High Performing Organization | | ✓
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| | | | | | | | | | | | | | | | | | | ✓ | | Core mortgage businesses out-performed U.S. mortgage market volume trends by approximately two-fold | | | | | | | | | ✓ | | High single-digit growth of real estate solutions, insurance & spatial solutions, Launched higher impact Leadership Principles Framework and international businesses | | | | | expanded leadership development programs; expanded succession planning Growth and
Scale✓
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| | | Achieved a 10% increase in employee engagement scores ✓ | | Expanded new product pipeline and built out deployment systems | | | | | | | | | ✓ | | Completed 3 acquisitions to enhance our competitive position in insurance, real estate and valuation solutions | | | | | | | | | ✓ | | Upgraded credit facility to extend tenor and increase borrowing capacity by more than $500 million resulting in greater financial flexibility | | | | | | | | | | | | | | | | | | | | ✓ | | Exceeded our $30 million productivity target | | | | |
Operational
Excellence |
| | | ✓ | | Streamlined operations and costs through automation, partnerships and greater consolidation of operations and facilities | | | | | | | | | ✓ | | Expanded investments in our data, technology and innovation centers to enhance our solution sets and fuel future growth | | | | | | | | | ✓ | | Invested in compliance and cyber security infrastructure | | | | | | | | | | | | | | | | | | | | ✓ | | Optimized global structureESG programs with improved employee role clarity and organizational consistency through roll-out of a global career framework | | | | | | | | | ✓ | | Completed reorganization of operating units to focus on solutions sales and transformation | | | | | High Performing
Organization |
| | | ✓ | | Underscored commitment to diversity and inclusion in the workplace with graduation of the first Women in Leadership cohort | | | | | | | | | ✓ | | Expanded corporate responsibility platform focused on education and financial literacy | | | | | | | | | and community development ✓ | | Continued Enhanced compliance and information security organizations and capabilities and exceeded key cyber security-related performance targets✓ Hired key talent in sales and marketing, and upgraded tools and capabilities while continuing the transformation of shared services functions by investing in automation and standardization to improve executive leadership capabilities through internal development, role expansions, promotionsdrive productivity, quality, and hiring of several strong new executives | | | | | | | | | | | | | |
We did not make across the board increases in base salaries for the 5th consecutive year. Notwithstanding strong results, consistent with our practices in recent years, the Committee did not increase NEO base salaries for 2017, except for Mr. Martell in consideration of his promotion to President and CEO.efficiency
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Active Engagement with Our Stockholders✓ Grew share price more than 30% during the 2019 calendar year
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| | | | | | | | | | | | We actively engage with investors—through one on one meetings, investor conferences and providing performance measurement data
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We engage with our major stockholders. As part of our stockholder engagement strategy, we conducted outreach to our top stockholders representing approximately 60% ownership in 2017. 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. These major stockholders 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 in connection with its independent compensation consultant, and seeks to maximize alignment between stockholder return and executive compensation while incentivizing and retaining a high-performing management team.
| | | | | | | | | | | | 97.5% stockholder support on our 2017 Say on Pay vote
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We continue to have strong support from stockholdersStrong Stockholder Support on Say on Pay.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 20172019 Annual Meeting, 97.5%nearly 96% of the votes cast were in favor of the advisory vote to approve our executive compensation paid in 2016.2018. With this support in favor of our existing compensation program, absence of negative feedback from our stockholder outreach effort, and following its regular review of our practices, the Committee determined to maintaincontinue our 20172018 compensation program in substantially2019 with only minor adjustments. Active Engagement with Our Stockholders The Board and executive management are committed to engaging with our stockholders. Throughout the same form.year, executive management proactively and periodically meets with current and prospective stockholders to discuss our strategic priorities, operational performance, and financial results. Also, through these discussions or separate outreach efforts, we seek to engage our top stockholders to solicit feedback on corporate governance, our compensation program, and related matters. In 2019, we conducted such outreach to our top stockholders representing a majority of our outstanding shares; these stockholders did not express concerns over our corporate governance practices or compensation program design.
GOOD PAY 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 governance features into our compensation program: | ✓ | Review total compensation relative to the median of a peer group of industry-aligned companies with similar executive talent needs |
| ✓ | Tie annual incentives to achievement of multiple rigorous financial and operating goals |
| ✓ | Use performance-based vesting for 50% of long-term compensation, tied to achievement of stretch EPS targets and TSR relative to our peers |
| ✓ | Cap performance-based vesting of performance shares at 150% of target if3-year TSR ranks below 55th percentile of our peers |
| ✓ | Require achievement of threshold adjusted net income level to be eligible to vest in RSU awards |
| ✓ | Maintain robust stock ownership guidelines and require covered executives to retain 50% of netafter-tax shares earned until the guidelines are met |
| ✓ | Maintain a claw-back 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 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 |
| × | Incentivize participants to take excessive risks |
| × | Award bonuses to our executive officers outside of our ICP |
| × | Allow margining, derivative, or speculative transactions, such as hedges, pledges, and margin accounts, by all employees, including executive officers, and directors |
| × | Provide excessive perquisites |
| × | Provide excise taxgross-ups upon termination with a change in control or taxgross-ups for other compensation |
| × | Allow for repricing of stock options without stockholder approval |
| × | Pay Philosophy“single-trigger”change-of-control cash payments or have “single-trigger” equity vesting |
PAY PHILOSOPHY We pay for performance.Our compensation program is heavily weighted toward performance-based annual and long-term compensation that provides a direct link between rigorous goals for corporate performance and pay outcomes for our executive officers. Our annual incentive planICP 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: ➢Attract, motivate and retain highly-qualified executive officers critical to our long-term success;
➢Align the interests of our executive officers with the interests of our stockholders;
➢Reward executive officers for achieving pre-defined stretch financial goals and strategic objectives that may not yield current-period financial results but are expected to position us for enhanced results in future periods;
➢Encourage strategic long-term development and profitable investment in the business;
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➢Motivate and reward appropriate risk-taking to grow the business; and
➢Support pay practices with strong corporate governance and independent board oversight.
| | | Compensation Philosophy | | • Attract, motivate and retain highly-qualified executive officers critical to our long-term success • Align the interests of our executive officers with the interests of our stockholders • Reward executive officers for achievingpre-defined rigorous financial goals and strategic objectives that may not yield current-period financial results but are expected to position us for enhanced results in future periods • Encourage strategic long-term development and profitable investment in
the business • Motivate and reward appropriate risk-taking to grow the business • Support pay practices with strong corporate governance and independent board oversight | Compensation Program Primary Elements | | • Base salary • Annual cash incentive compensation plan awards • Long-term equity incentives • Other compensation (welfare, retirement, termination and other benefits) |
Our compensation program consists of four main elements:
1Base salary,
2Annual cash incentive compensation plan (ICP) award,
3Long-term equity incentives, and
4Other compensation (welfare, retirement, termination and other benefits).
Our program emphasizes performance-based incentives. 85%86% of our CEOCEO’s compensation and 74%75% of the compensation for the other NEOs (including Mr. Henry and excluding Mr. Pinkston) is performance-based. The chart below illustrates our pay mix. (For these purposes we have determined compensation by using the grant date fair value of our equity awards and by valuing our performance-based restricted stock units (“PBRSUs”) at target level of performance.)
Compensation mix nearly 70% of the total compensation opportunity for Mr. Nallathambi was excluded from this exhibit.our CEO is based on achievement of stockholder-aligned performance and the value of our shares. For other NEOs, half of their total target compensation opportunities are tied to these stockholder results.
We increase base salaries based onprimarily for performance or promotion.Our practice is to benchmark compensation annually but to increase an NEO'sNEO’s base salary only when warranted by sustained performance, an increase in the scope of responsibilities or significant gaps to competitive pay levels. Only Mr.Of our currently employed NEOs, only Messrs. Martell and Balas received a base salary increaseincreases in 2017 in consideration of his appointment as President2019 to recognize performance and CEO following the passing of Mr. Nallathambi.move their respective salaries to more competitive levels. We set rigorous goals in our incentive plans. At We set challenging goals for both our annual incentive and long-term equity plan, with recognition of the beginning of 2017, we expected U.S. mortgage origination volumes to be approximately 20% less than 2016 volumes. Our 2017 financial targets anticipated this decline, but included stretch growth expectations above market trends.broader macro-economic environment factored into performance goals. We significantly outperformed market volume trends in the U.S.US mortgage market trends and grewdelivered single-digit top line growth in our insurance & spatial and internationalcore operations, at significant rates, resulting in achieving or exceeding all targets except revenue, which was slightly below target.year-over-year growth in adjusted EBITDA and FCF despite very challenging market conditions as we entered the year. For 2019, we also considered the impact of the timing of significant planned investments on our results. We use strategic goals in our ICP.Results on strategic goals represent 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. In our ICP, 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
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achievement of the assigned objectives. The Committee carefully evaluates management'smanagement’s accomplishments relative to the goals, as further described below. We focus on long-term stockholder value. Nearly 70% of the total compensation opportunity for our CEO is based on achievement of stockholder-aligned performance and the value of our shares. For other NEOs, over half of their total target compensation opportunities are tied to these stockholder results.
Our equity grants are tied to performance.In 2017,2019, 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")PBRSUs that vest based on achievement of adjusted EPS results relative to target and TSR relative to the companies in our Peer Group (see description of the Peer Group(as described and defined later in this section). We set rigorous goals in our PBRSU awards, where strong operating and shareholder performance, such as a 31% shareholder return in 2019, has allowed us to achieve above-target payouts in the last three award cycles. The remaining 50% of the target value of our long-term incentive awards was granted in the form of time-vested restricted stock units ("RSUs")RSUs that require us to achieve a threshold adjusted net income level in order to be eligible to vest. We set rigorous goals in our 3-Year PBRSU awards, as reflected in the variability of payouts in the last three awards. Payouts 
2019 COMPENSATION PROGRAM OVERVIEW The increasing payouts reflect improved performance. 3-Year PBRSU Payouts
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Our CEO pay is aligned to stock price performance. Thefollowing table below illustrates the alignment of CEO actual pay (base salary, ICP and LTI) with results for our stockholders. These pay amounts do not include change in pension value or "All Other Compensation" in the 2017 Summary Compensation Table. The lower total direct compensation for 2017 also reflects the lower base salary, ICP target bonus and LTI targets for Mr. Martell relative to his predecessor, Mr. Nallathambi.
CEO Compensation — TSR Alignment
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Pay Program Governance Practices
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We employ good governance practices. The Committee oversees the design and administrationdescribes each aspect of our compensationpay 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:for executive officers.
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Tie annual incentives to achievement of multiple rigorous financial and operating goals |
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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 |
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| | | ✓ | | Maintain robust stock ownership guidelines | | | | | | | | | ✓ | | Maintain a claw-back policy for incentive payments | | |
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Use an independent compensation consultant retained directly by the Committee, in its sole discretion, who performs no consulting or other services for management |
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Assess annually potential risks relating to the Company's compensation policies and practices |
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| | | | | | | | | | | | | | | | | DESCRIPTION | | | | | ROLE AND PURPOSE | | | | | | | | | | | | | | | | | | ✗ | | Incentivize participants to take excessive risks | | |
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Award bonuses to our executive officers outside of our ICP |
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| | | ✗ | | Provide excessive perquisites | | | | | | | | | ✗ | | Provide excise tax gross-ups upon termination with a change in control or for other awards | | |
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2017 Compensation Program Overview
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The following table describes our pay program including the role and purpose for each aspect of it.
| | | | | | | | | | REWARDS STRATEGY | | | | | | | | | | | | | | | | | | | | | ELEMENT | | DESCRIPTION | | ROLE AND PURPOSE |
| | | | | | | | | | | | | | | REWARDS STRATEGY | | Review target total pay relative to market median and determine individual pay based on experience and performance Tie approximately 75% or more of NEO target pay opportunity to operating results and share price performance | | | | ProvideProvide market-competitive mix of base salary, cash incentives and equity incentives Align compensation to results for our stockholders | | | | | | | | | | | | | | | | BASE SALARY | | Competitive fixed compensationBase salary increases provided primarily for promotions or new responsibilities for the past five years; limited or no increases otherwise
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| | Competitive fixed compensation Base salary increased primarily for sustained performance or promotions | |
| | Provide competitive level of fixed pay to attract, motivate and retainhighly-qualified executives Limited salary increases control
Control fixed costs and emphasize pay for performance through limited salary increases | | | | | | ANNUAL INCENTIVE COMPENSATION PROGRAM (ICP) | | | | | | Base incentives on performance against rigorous targets for revenue, adjusted EBITDA, FCF and strategic goals | | | | Motivate and reward achievement of key financial goals and strategic accomplishments that drive long-term stockholder value | | | | | | LONG-TERM EQUITY INCENTIVES | | | | | | Performance- Based Restricted Stock Units (PBRSUs) | | | | | | | | | ANNUAL INCENTIVE
PROGRAM (ICP) | | Annual cash incentives based on performance against established targets for revenue, adjusted EBITDA, cash-flow and strategic goals | | Motivates and rewards executives for achievement of key financial results and strategic accomplishments that drive stockholder value | | | | | | | | | | | | | | | | LONG-TERM | | Performance-
Based Restricted
Stock Units
(PBRSUs) | | 50% of 20172019 total LTI grant value for executive officers Shares earned based on 3 years of adjusted EPS performance, modified by TSR relative to our peers | | Focuses | | Focus and rewards executives onreward for achievement of operating results over the long term Balance
Use of direct financial metricsoperating results and relative TSR ensure appropriate rewards for direct operating results andensures alignment of payouts with our performance relative to the broader market EPS growth historically has been highly aligned with our share price | | | | | | | | | | | INCENTIVESRestricted Stock Units (RSUs) | | | | | | | | | | | | | | | Restricted Stock
Units (RSUs) | | 50% of 20172019 total LTI grant value for executive officers Grants vest ratably over three years Requires achievement of threshold operatingadjusted net income goal to be eligible for vesting | | Enhances | | Enhance retention of key talent Value at vesting based on stockshare price, which aligns executives with stockholders'stockholders’ interests | | | | | | | | | | | | | | | | | | RETIREMENT PROGRAMS | | | | | | | | | | | | | | | | | RETIREMENT PROGRAMS | | 401(k) program for all employees Legacy supplemental executive retirement plan frozen in 2010 with no new entrants allowed Limited benefits available | | | | ProvideAligns with market-prevalent retirement programs Focuses
Focus executives on accumulating savings | | | | | | | | | | | | | | | | PERQUISITES | | Limited benefits available | | FocusesFocus executives on rewards fromvalue-creating activities | | | | | | | | | | | | PERQUISITES | | | | | | | | | | |
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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 ofseveral factors including, but not limited to, the executive officer's:officer’s: ➢role, including the scope and complexity of responsibilities;
➢- responsibilities
experience and capabilities, including institutional knowledge;
➢- knowledge
contributions or responsibilities beyond the typical scope of the role;
➢- role
individual performance;
➢- performance
positioning relative to our other executive officers;
➢- officers
difficulty in recruiting a replacement;replacement, and
➢competitive compensation opportunities provided by our peers and other competitors for similar executive talent.talent Our philosophy is to incentivize and reward executive officers for future performance. While the Committee regularly reviews executive officer equity grants and vesting, it does not consider prior stock compensation gains (option gains or restricted stock awarded in prior years) in setting future compensation levels.
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Peer Group and Benchmarking
In order toTo monitor competitive compensation practices, the Committee relies primarily upon data compiled from public filings of selected companies (our Peer Group)“Peer Group”) that it considers to be competitors or appropriate comparators for executive talent. The Committee reviews and approves the Peer Group annually. Criteria for Peer Group selection include firms that operate in data, information and analytics and related businesses.as well as those that have a high degree of sensitivity to mortgage origination volumes. Our 20172019 Peer Group is presented in the table below.
Historically, our peer group has been challenging to construct as there are few firms that operate with highly comparable business mixes. Peers have generally been information and service providers, with some financial technology firms also included. For 2019, the Company refreshed its peer group to provide greater alignment with businesses that are sensitive to mortgage origination volumes and interest rates. The following organizations were added to the 2019 Peer Group: Fidelity National Information Services, Inc. Realogy Holdings Corporation Mr. Cooper Group, Inc. (formerly Nationstar Mortgage Holdings) PennyMac Financial Services, Inc. MGIC Investment Corporation Altisource Portfolio Solutions Three peers in the 2018 Peer Group were removed due to the Committee’s determination of industry or size misalignment: Broadridge Financial Solutions
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| (%) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fidelity National Financial | | $ | 7,668 | | $ | 9,235 | | | 14 | % | | | | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | First American Financial | | $ | 5,772 | | $ | 4,023 | | | 11 | % | | | ✔ | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Broadridge Financial Solutions | | $ | 4,143 | | $ | 8,884 | | | 16 | % | ✔ | | | | | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equifax | | $ | 3,362 | | $ | 14,159 | | | 33 | % | ✔ | | | | | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gartner | | $ | 3,311 | | $ | 11,164 | | | 12 | % | ✔ | | | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | DST Systems | | $ | 2,218 | | $ | 3,738 | | | 21 | % | ✔ | | ✔ | | | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Teradata | | $ | 2,156 | | $ | 4,654 | | | 11 | % | ✔ | | ✔ | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Verisk Analytics | | $ | 2,145 | | $ | 15,810 | | | 49 | % | ✔ | | | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dun & Bradstreet | | $ | 1,743 | | $ | 4,463 | | | 26 | % | ✔ | | | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Henry (Jack) & Associates | | $ | 1,431 | | $ | 8,066 | | | 35 | % | ✔ | | | | | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Black Knight Inc | | $ | 1,052 | | $ | 6,776 | | | 46 | % | ✔ | | ✔ | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Isaac | | $ | 932 | | $ | 4,304 | | | 23 | % | ✔ | | ✔ | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | ACXIOM | | $ | 880 | | $ | 2,227 | | | 10 | % | ✔ | | ✔ | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | CSG Systems | | $ | 790 | | $ | 1,469 | | | 19 | % | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ciber(1) | | | — | | | — | | | — | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Neustar(2) | | | — | | | — | | | — | | ✔ | | ✔ | | ✔ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 75th Percentile | | $ | 3,350 | | $ | 9,148 | | | 31 | % | — | | — | | — | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50th Percentile | | $ | 2,151 | | $ | 5,715 | | | 20 | % | — | | — | | — | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25th Percentile | | $ | 1,146 | | $ | 4,093 | | | 12 | % | — | | — | | — | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | CoreLogic | | $ | 1,851 | | $ | 3,807 | | | 23 | % | — | | — | | — | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | Notes: | | | | | Data above reflects end of the most recently disclosed fiscal year. | | | | | (1) Ciber was acquired by HTC Global Services in May 2017. | | | | | (2) Neustar was acquired by a private investment group led by Golden Gate Capital in August 2017. | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | CORELOGIC 2019 PEER GROUP | | | | | | | | | | | | | | | | | | Comparator Group Rationale | | | | | | | | | | Company Name | | Revenue1 | | | Market Value (12/31/2019) | | | EBITDA
Margin1 | | | Comparable Revenue Size2 | | Comparable
Market Value2 | | Data
Analytics | | Mortgage Origination | | Direct
Talent Competitor | | | | | | | | | | | | | ($MM) | | | ($MM) | | | (%) | | | | | | | | | | | | Fidelity National Information Services, Inc. | | $ | 10,333 | | | $ | 85,485 | | | | 33 | % | | | | | | | | ✓ | | | Fidelity National Financial, Inc. | | $ | 8,477 | | | $ | 12,472 | | | | 19 | % | | | | | | ✓ | | | | | First American Financial Corporation | | $ | 6,202 | | | $ | 6,551 | | | | 17 | % | | | | ✓ | | ✓ | | | | ✓ | Realogy Holdings Corp. | | $ | 5,598 | | | $ | 1,107 | | | | 10 | % | | | | | | | | ✓ | | | Global Payments Inc. | | $ | 4,912 | | | $ | 54,868 | | | | 39 | % | | | | | | ✓ | | | | ✓ | Gartner, Inc. | | $ | 4,245 | | | $ | 13,785 | | | | 13 | % | | | | | | | | | | | Equifax Inc. | | $ | 3,508 | | | $ | 16,966 | | | | 23 | % | | ✓ | | | | | | | | ✓ | Euronet Worldwide, Inc. | | $ | 2,750 | | | $ | 8,513 | | | | 21 | % | | ✓ | | ✓ | | | | | | | Zillow Group, Inc. | | $ | 2,743 | | | $ | 9,517 | | | | -6 | % | | ✓ | | ✓ | | | | | | | FleetCor Technologies, Inc. | | $ | 2,649 | | | $ | 24,969 | | | | 57 | % | | ✓ | | | | ✓ | | | | ✓ | Verisk Analytics, Inc. | | $ | 2,607 | | | $ | 24,472 | | | | 40 | % | | ✓ | | | | | | ✓ | | | PennyMac Financial Services, Inc. | | $ | 2,060 | | | $ | 2,670 | | | | — | | | ✓ | | ✓ | | | | ✓ | | | Mr. Cooper Group Inc. | | $ | 2,007 | | | $ | 1,140 | | | | 28 | % | | ✓ | | | | | | | | ✓ | Jack Henry & Associates, Inc. | | $ | 1,631 | | | $ | 11,207 | | | | 28 | % | | ✓ | | | | | | ✓ | | | Radian Group Inc. | | $ | 1,527 | | | $ | 5,061 | | | | 64 | % | | ✓ | | ✓ | | | | ✓ | | | MGIC Investment Corporation | | $ | 1,214 | | | $ | 4,941 | | | | 78 | % | | ✓ | | ✓ | | | | ✓ | | | Fair Isaac Corporation | | $ | 1,196 | | | $ | 10,851 | | | | 24 | % | | ✓ | | | | ✓ | | | | ✓ | Black Knight, Inc. | | $ | 1,177 | | | $ | 9,522 | | | | 34 | % | | ✓ | | ✓ | | ✓ | | | | ✓ | CSG Systems International, Inc. | | $ | 997 | | | $ | 1,647 | | | | 16 | % | | ✓ | | ✓ | | | | | | | Altisource Portfolio Solutions S.A. | | $ | 726 | | | $ | 303 | | | | 10 | % | | | | | | | | ✓ | | | Peer Group Summary Statistics | | | | | | | | | | | | | | | | | | | | | | | 75th %ile | | $ | 4,745 | | | $ | 16,171 | | | | 39 | % | | — | | — | | — | | — | | — | Median | | $ | 2,628 | | | $ | 9,520 | | | | 24 | % | | — | | — | | — | | — | | — | 25th %ile | | $ | 1,292 | | | $ | 3,238 | | | | 16 | % | | — | | — | | — | | — | | — | CoreLogic | | $ | 1,762 | | | $ | 3,476 | | | | 21 | % | | — | | — | | — | | — | | — | Percent Rank | | | 34 | % | | | 26 | % | | | 40 | % | | | | | | | | | | |
Notes: Data above reflects most recent fiscal year (2019) results when available; if FY19 financial results not yet released at the time of this report, revenue and EBITDA data reflect12-month trailing results for Q4 of 2018 and Q1 - Q3 of 2019. The Committee reviews executive officer pay relative to the median pay of comparable positions in Peer Group companies and, as appropriate, relevant survey data from nationally-recognized consulting and data firms such as Willis Towers Watson, Mercer and Equilar, scoped to a comparable revenue size for us, from both general industry and the high technology sector. Base Salary
The Committee reviews base salaries annually and adjusts them, if appropriate, to recognize performance, changes to roles andpromotions, expansion in scope of responsibilities, and gaps relative to base salaries of similar individuals in the Peer Group and survey data described above. In an effort toTo increase the weighting of variable, performance-
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basedperformance-based pay in the compensation mix, the Committee has in recent years notthe Committee primarily increased salaries for executive officers, except where there has beenonly in recognition of a promotion, or an expansion of role and responsibilities.responsibilities, or sustained performance, as well as to progressively address significant gaps with competitive market rates.
In 2017,2019, the Committee increased the base salarysalaries for Mr. Martell and Mr. Balas to partially address significant gaps in recognitiontheir compensation levels compared to competitive market rates. Both Messrs. Martell and Balas made major contributions to the successful execution of his promotion to President and CEO. However, Mr. Martell's 2017 base salary remained significantly below that earned by Mr. Nallathambi, our prior CEO.the Company’s strategic plan in 2019. No other NEOscurrently-employed NEO received a base salary increase in 2017.2019 (although Mr. Pinkston did receive a base salary increase in 2019 prior to his separation). Annualized base salaries of the executive officers for 20162018 and 20172019 are set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Named Executive Officer |
| 2016 |
| 2017 |
| | | | | | | | | | | | | | | | | | | | | | | | Frank D. Martell | | $650,000 | | $725,000 | | | | | James L. Balas | | $425,000 | | $425,000 | | | | | Barry M. Sando | | $550,000 | | $550,000 | | | | | Stergios Theologides(1) | | $425,000 | | $425,000 | | | | | Anand Nallathambi(1) | | $800,000 | | $800,000 | | | | | | | | | | | | |
(1)Mr. Theologides ended his employment with CoreLogic on September 15, 2017. Mr. Nallathambi passed away on March 2, 2017.
| | | | | | | | | Named Executive Officer | | 2018 | | | 2019 | | Frank D. Martell | | $ | 780,000 | | | $ | 825,000 | | James L. Balas | | $ | 450,000 | | | $ | 475,000 | | Barry M. Sando | | $ | 550,000 | | | $ | 550,000 | | Francis Aaron Henry (1) | | | — | | | $ | 475,000 | | Arnold Pinkston (2) | | $ | 425,000 | | | $ | 450,000 | |
| (1) | Annual Incentives (ICP)Mr. Henry was hired on November 4, 2019 as Chief Legal Officer and Corporate Secretary.
|
| (2) | Mr. Pinkston was hired in January 2018 as the Chief Legal Officer and Corporate Secretary and left CoreLogic in June 2019. |
Annual Incentives (ICP) The ICP rewards executive officers for financial and operating performance relative to rigorous, predetermined financial goals and strategic objectives. As part of our business planning process, management prioritizesconsiders a range of value drivers based on anticipated market demand including estimated mortgage origination volumes, prior year performance, business strategy and risk factors. The Committee then evaluates management'smanagement’s recommendations on performance measures and goals in lightthe context of stockholder expectations and establishes final ICP financial and strategic goals, including performance and payout range.ranges. 20172019 Target Incentives.The Committee established the following 20172019 target bonus opportunities for our NEOs:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ICP Bonus | | | | | Name
|
| Title
|
| Base Salary ($000s)
|
| % of Salary
|
| Target ($000s)
|
| Maximum ($000s) |
| | | | | | | | | | | | | | | | | | | | Frank D. Martell | | President and CEO | | $725 | | 125% | | $906 | | $1,812 | | | | | James L. Balas | | Chief Financial Officer | | $425 | | 90% | | $383 | | $765 | | | | | Barry M. Sando | | Managing Director, Underwriting and Workflow Solutions | | $550 | | 100% | | $550 | | | | | | | | | | | | | | | | | $1,100 | | | | | Stergios Theologides | | Former General Counsel and Secretary | | $425(1) | | 80% | | $340 | | $680 | | | | | Anand Nallathambi | | Former President and Chief Executive Officer | | $800(1) | | 125% | | $1,000 | | $2,000 | | | | | | | | | | | | | | | | | | |
(1)Mr. Theologides ended his employment with CoreLogic on September 15, 2017. Mr. Nallathambi passed away on March 2, 2017. Base salaries were pro-rated accordingly ($153,846 for Mr. Nallathambi and $320,385 for Mr. Theologides).
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ICP Bonus | | | | Name | | Title | | Base
Salary
($000s) | | % of
Salary | | Target
($000s) | | Maximum
($000s) | | | Frank D. Martell | | President and CEO | | | $ | 825 | | | | | 150 | % | | | $ | 1,238 | | | | $ | 2,475 | | | | James L. Balas | | Chief Financial Officer | | | $ | 475 | | | | | 100 | % | | | $ | 475 | | | | $ | 950 | | | | Barry M. Sando | | Managing Director, Underwriting and Workflow Solutions | | | $ | 550 | | | | | 100 | % | | | $ | 550 | | | | $ | 1,100 | | | | Francis Aaron Henry (1) | | Chief Legal Officer and Corporate Secretary | | | $ | 475 | | | | | — | | | | | — | | | | | — | | | | Arnold Pinkston | | Former Chief Legal Officer | | | $ | 450 | | | | | 80 | % | | | $ | 360 | | | | $ | 720 | | | |
| (1) | Mr. Henry joined the Company in November 2019 and was not eligible for a 2019 ICP award. However, Mr. Henry will receive a payment of $385,000 to offset the loss of his 2019 bonus from his prior employer. |
ICP Performance Metrics.For 2017,2019, the Committee selectedapproved the following three performance measures for the ICP: ➢Revenue (GAAP metric)
➢- (GAAP)
Adjusted EBITDA — anon-GAAP — a non-GAAP metric calculated as net income from continuing operations adjusted for interest, taxes, depreciation and amortization, stock compensation,non-operating gains/losses and other adjustments, as set forth in the Performance Unit Agreement
➢- adjustments.
Free Cash Flow (FCF) — anon-GAAP — a non-GAAP metric calculated as net cash provided byfrom continuing operating activities, less capital expenditures for purchases of property and equipment, capitalized data and other intangible assetsassets. The Committee selectedapproved these measures in order to reflect a balanced perspective on performance includingreflecting growth, profitability and cash management. The Committee believes these measures drive the valuation of our stock. Please seeAppendix A for a detailed reconciliation of adjusted EBITDA and free cash flowFCF to the most directly comparable GAAP financial measures. For 2017, results2019, 75% of the ICP opportunity was based on our financial performance goals and 25% on established strategic objectives for each executive officer. Results for achievement of revenue, adjusted EBITDA, and FCF goals were weighted as follows in determining ICP funding, with 75% of the ICP opportunity based on our financial performance goals and 25% on established strategic objectives for each executive officer described further below:funding: | | | | | Revenue | | | 3434% | % | Adjusted EBITDA | | | 3333% | % | Free Cash Flow | | | 3333% | % |
Threshold Performance Requirement.For 2017,2019, no award was payable unless our 20172019 adjusted net income exceeded $57.5$62.5 million. Funding Formula for Financial Results.At least 80% of targeted performance (threshold) for a metric must be achieved to generate any funding for that metric. The funding formula is set out in the table below. For performance levels between threshold and target or between target and maximum, the funding is determined by linear interpolation. Notwithstanding the actual ICP funding results, the Committee retains the discretion to decrease the actual payment for an ICP participant. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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% | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 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% | |
The sum of the weighted results of the three financial metrics funds the ICP awards. For 2017,2019, NEOs received 75% of the funded amounttheir ICP payout based on financial results. Awards for the remaining 25% of the funded amount were based on an evaluation of performance on strategic goals. For outstanding performance on strategic objectives, the ICP structure permits the strategic goal payment percentage of up to 200% of target. Financial results were measured at the corporate level for NEOs except for Mr. Sando, whose financial results were equally weighted between33.3% on the corporate metrics previously outlined and segment-level66.7% on revenue and adjusted EBITDA results for the business segment he manages. Funding for his strategic objectives component was determined by corporate results alone in alignment withas for the other NEOs.
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Determining Awards for Strategic Goal Achievement.The Committee determined that three major areas of our business strategy should continue to be used for ICP strategic goals: (1) growth and scale,innovation, (2) operational excellence, and (3) high performing organization. The Committee believed that these were the critical strategic initiativesfocal areas for accelerating achievement of our long-strategy performance which are not otherwise measurable through annual financial performance metrics. Each executive officer was assigned specific objectives within each category.
The CEO providesprovided the Committee with his assessment of individual results on strategic goals for the other executive officers and the Committee assessesassessed the achievement level of the CEO. Based on these assessments, the Committee determinesdetermined strategic goal achievement awards for each of the NEOs. 20172019 Financial Results and Funding. Due to a delay in the timing of the AMC reset and the wind down ofnon-core As set out platforms, management recommended, and the Committee exercised its discretion to approve, an increase in the 2019 revenue target from $1,605 billion to $1,715 billion, which is reflected in the table below, 2017 corporatebelow. The increased revenue target reduced the overall ICP funding for financial performance resultedresults from 140.7% to 128.7% of target. The funding calculation is presented in 122.7% of target funding.the table below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financial Performance Metric |
| Weight |
|
| Target
($000) |
| Actual 2017
Results
($000) |
| Percentage
Achieved |
| Funding
Percentage |
| | | | | | | | | | | | | | | | | | | | | 2017 Revenue | | 34% | | |
$1,895 | | $1,851 | | 97.7% | | 92.3% | | | | | 2017 Adjusted EBITDA | | 33% | | | $480 | | $480 | | 100.0% | | 100.0% | | | | | 2017 Free Cash Flow | | 33% | | | $264 | | $304 | | 115.2% | | 176.7% | | | | | | | | | | | | | | | | | | | | | | Total | | 100% | | | | | | | | | 122.7% | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Financial Performance Metric | | Weight | | | Target
($000) | | | Actual 2019
Results
($000) | | | Percentage
Achieved | | | Funding
Percentage | | 2019 Revenue | | | 34% | | | $ | 1,715 | | | $ | 1,762.2 | | | | 102.8% | | | | 113.8% | | 2019 Adjusted EBITDA | | | 33% | | | $ | 450 | | | $ | 497.6 | | | | 110.6% | | | | 152.9% | | 2019 Free Cash Flow | | | 33% | | | $ | 247.5 | | | $ | 257.4 | | | | 104.0% | | | | 120.0% | | Total | | | 100% | | | | | | | | | | | | 105.7% | | | | 128.7% | |
Strategic Goal Results and Awards. For Messrs. Nallathambi and Theologides, Following a detailed review of individual performance objectives,the Committee determinedassigned a percentage of target for each executive officer as indicated in the table below. In addition to the objectives that their performance during their time withwere set at the Companybeginning of the year, the Committee took into consideration strategic actions undertaken by the executives that were identified by management during the year in response to the challenging economic environment. Mr. Henry was aligned with the level of financial results achieved, and set their funding level at 122.7% of target. Their awards were then proratednot eligible for days served with the company in 2017 per the terms of their employment agreements. For Messrs. Balas, Sando, and Martell, the Committee determined that each of these executive officers demonstrated extraordinary performance with regard to achievement of strategic objectives. The Committee therefore determined that each executive officer achieved his strategic objectives at a level that exceeded the formulaic financial payout value, and set their funding level at approximately 138% of target for Mr. Martell, 137% of target for Mr. Balas, and 125% of target for Mr. Sando. The table below summarizes the target and actual incentive bonus awards for each executive officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ICP Target |
| Financial Results |
| Individual Strategic Results |
| ICP Award |
| | | | Name |
| ($000) |
| % of Target |
| 75% Weight |
| % of Target |
| 25% Weight |
| % of Target |
| Award ($000) |
| | | | | | | | | | | | | | | | | | | | | | | | Frank D. Martell | | $906 | | 122.7% | | 92.0% | | 183.6% | | 45.9% | | 137.9% | | $1,250 | | | | | James L. Balas | | $383 | | 122.7% | | 92.0% | | 180.9% | | 45.2% | | 137.3% | | $525 | | | | | Barry M. Sando | | $550 | | 115.4% | | 86.5% | | 154.7% | | 38.7% | | 125.2% | | $690 | | | | | Stergios Theologides (1) | | $240 | | 122.7% | | 92.0% | | 122.7% | | 30.7% | | 122.7% | | $295 | | | | | Anand Nallathambi (1) | | $167 | | 122.7% | | 92.0% | | 122.7% | | 30.7% | | 122.7% | | $205 | | | | | | | | | | | | | | | | | | | | | | |
(1)Financial goals for Mr. Sando are calculated based on a 50/50 split between corporate targets and segment revenue and adjusted EBITDA targets, together accounting for 75% of his totalan ICP award. Unadjusted funding resultsaward for the segment were 108% of target resulting in blended achievement level of 115.4%.
(2)Payout levels reflect pro-rated awards based on the number of days each executive served during the2019 performance year based ongiven that he joined the termsCompany in November 2019, but as noted above will receive a bonus payment of their employment agreement (61$385,000 for 2019. Mr. Nallathambi and 258 for Mr. Theologides).
Table of ContentsPinkston did not receive an annual incentive payout given his departure in June 2019.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ICP Target | | | Financial Results | | | | | | Individual Strategic Results | | | | | | ICP Award | | Name | | ($000) | | | % of Target | | | 75% Weight | | | | | | % of Target | | | 25% Weight | | | | | | % of Target | | | Award ($000) | | Frank D. Martell | | $ | 1,238 | | | | 128.7 | % | | | 96.6 | % | | | | | | | 169.8 | % | | | 42.4 | % | | | | | | | 139 | % | | $ | 1,720 | | James L. Balas | | $ | 475 | | | | 128.7 | % | | | 96.6 | % | | | | | | | 169.6 | % | | | 42.4 | % | | | | | | | 139 | % | | $ | 660 | | Barry M. Sando (1) | | $ | 550 | | | | 142.6 | % | | | 107.0 | % | | | | | | | 128.8 | % | | | 32.2 | % | | | | | | | 139 | % | | $ | 765.5 | | Arnold A. Pinkston (2) | | $ | 360 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Long-Term Incentives (LTI)Financial goals for Mr. Sando are calculated based on a split between corporate targets (25%) and segment revenue and adjusted EBITDA targets (50%), together accounting for 75% of his total ICP award. Unadjusted funding results for the segment were 149.6% of target resulting in weighted financial results of 107% and a total ICP award equal to 139.2% of his target.
|
| (2) | Mr. Pinkston was not eligible to receive an annual incentive payout due to his departure from CoreLogic in June 2019. |
Long-Term Incentives (LTI) Our LTI program is designed to motivate and reward profitable growth and stockholder value creation through awards of performance-based and time-vested equity. The Committee believes that using performance-based and time-vesting equity vehicles reinforces both performance and retention of key executives while aligning their interests with those of our stockholders and encouraging an appropriate level of risk-taking. Long-term incentives represent the largest component of executive officer compensation. In 2017,2019, we granted 50% of total LTI value in PBRSUs and 50% in RSUs. In determining the amount of the equity compensation awarded to each executive officer, the Committee primarily considered company and individual performance. However, theThe Committee may also evaluatemodify the target awards in consideration of any factor it considers relevant including competencies, skills, prior experiences, scope of responsibility and accountability within the organization, and the long-term incentiveLTI awards made by Peer Group companies to similarly-situated executive officers.
LTI Targets. TheFor 2019, the Committee established the following 2017 LTI targetsapproved awards at target for our NEOs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base
Salary |
| Target LTI |
| | | | Name |
| Title |
| ($000s) |
| % of Salary |
| ($000s) |
| | | | | | | | | | | | | | | | | | Frank D. Martell | | President and CEO | | $725 | | 450% | | $3,263 | | | | | James L. Balas | | Chief Financial Officer | | $425 | | 200% | | $850 | | | | | Barry M. Sando | | Managing Director, Underwriting and Workflow Solutions | | $550 | | 200% | | $1,100 | | | | | Stergios Theologides(1) | | Former General Counsel and Secretary | | $425 | | 200% | | $850 | | | | | Anand Nallathambi(1) | | Former President and Chief Executive Officer | | $800 | | 535% | | $4,280 | | | | | | | | | | | | | | | | |
(1)Mr. Theologides forfeited the 2017 PBRSU grant upon his departure from the company in September 2017. Mr. Nallathambi's 2017 PBRSU award was prorated following his passing in March 2017.
| | | | | | | | | | | | | | | | | | | | Base
Salary | | | Target LTI | | Name | | Title | | ($000s) | | | % of Salary | | | ($000s) | | Frank D. Martell | | President and CEO | | $ | 825 | | | | 480 | % | | $ | 3,960 | | James L. Balas | | Chief Financial Officer | | $ | 475 | | | | 200 | % | | $ | 950 | | Barry M. Sando | | MD, Underwriting and Workflow Solutions | | $ | 550 | | | | 200 | % | | $ | 1,100 | | Francis Aaron Henry (1) | | Chief Legal Officer | | $ | 475 | | | | 200 | % | | $ | 950 | | Arnold A. Pinkston (2) | | Former Chief Legal Officer | | $ | 450 | | | | 200 | % | | $ | 900 | |
| (1) | Mr. Henry did not receive an LTI grant in 2019. His first LTI grant will be in March 2020 in the amount noted in the table. |
| (2) | Mr. Pinkston forfeited the 2019 grant upon his departure from the Company in June 2019. |
LTI Components.The following chart summarizes our LTI components for 2017:2019: | | | | | | | | | | | | | | | | | | LTI VEHICLE | | LTI VEHICLEWEIGHT | | WEIGHTOVERVIEW | PBRSUs | | OVERVIEW |
| | | 50% | | | | | | | | | | | PBRSUs• 3-year
| |
50%
| | 3-year measurement and vesting period using adjusted EPS growth goals
• Earn the greater number of shares from:
• 3 annual measurements against1-year targets -
Annual• 3-year measurement against 1-year3-year targets and banking of earned shares
-
3-year measurement against 3-year targets
Shares earned also subject to 3-year vesting requirement
• Shares earned from adjusted EPS performance subject to modification based on TSR relative to our peers for1-year and3-year measurement periods | | | RSUs | | 50% | | | | | | | | |
RSUs
| |
50%
| |
• Vests in equal annual installments over 3 years
| | | | | | | | | | | • Vesting subject to achievement of threshold level of adjusted net income |
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PBRSUs Granted in 2017.2019.The 20172019 PBRSUs are earned based on adjusted EPS achieved relative to annual targets for each of the three years of the performance period 20172019 through 2019. Please seeAppendix A for a detailed reconciliation of adjusted EPS to the most directly comparable GAAP financial measures.2021. Shares earned are calculated as followsdescribed below. Participants earn the greater number of PBRSUs resulting from Step 1 or Step 2 (as provided(described in Step 3).
Step 1: Calculate PBRSUs Earned Annually
As illustrated in the graphic below, adjusted EPS and relative TSR results determine the portion of the PBRSUs that are earned each year. 
A.For the PBRSUs granted in 2017, 30% of the PBRSUs may be earned based on 2017 performance, 50% based on 2018 performance, and 20% based on 2019 performance.
| (A) | For the PBRSUs granted in 2019, 30% of the PBRSUs may be earned based on 2019 performance, 50% based on 2020 performance, and 20% based on 2021 performance. |
| | | | | (A) PBRSUs Eligible to be Earned Based on Annual Adjusted EPS Results (% of Total PBRSUs Granted) | 2019 | | 2020 | | 2021 | 30% | | 50% | | 20% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (A) PBRSUs Eligible to be Earned Based on Annual Adjusted EPS Results (% of Total PBRSUs Granted) | | | | | | | | | | | | | | | | | | | 2017 | | | | 2018 | | | | 2019 | | | | | | | | | | | | | | | | | | | 30% | | | | 50% | | | | 20% | | | | | | | | | | | | | | | | |
B.The number 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), 100% of PBRSUs to be earned for results at 100% of target (target), and 200% of PBRSUs to be earned for results at 120% of target (maximum).
| | | | | | | | | | | | | | | | | | | | | (B) PBRSUs Earned Based on Adjusted EPS Results |
| | | | | | | | | | | | | | Performance Level
| | Adjusted Annual EPS Results (% of Target) | | Accrued PBRSUs Earned (% of Target) | | | | | | | | | | | | | | | Less than Threshold | | < 80% | | 0% | | | | | Threshold | | 80% | | 50% | | | | | Target | | 100% | | 100% | | | | | Maximum+ | | 120% | | 200% | | | | | | | | | | | | |
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C.The number of PBRSUs earned is then subject to modification based on our relative total stockholder return compared to our 2017 Peer Group. The TSR modifier ensures alignment of PBRSU payouts and results for stockholders.
| (B) | The number 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), 100% of PBRSUs to be earned for results at 100% of target (target), and 200% of PBRSUs to be earned for results at 120% of target (maximum). PBRSUs earned for results between these levels are determined by interpolation. |
| | | | | | | | | (B) PBRSUs Earned Based on Adjusted EPS Results | | Performance Level | | Adjusted Annual EPS
Results (% of Target) | | | Accrued PBRSUs
Earned (% of Target) | | Less than Threshold | | | < 80% | | | | 0% | | Threshold | | | 80% | | | | 50% | | Target | | | 100% | | | | 100% | | Maximum+ | | | 120% | | | | 200% | |
| (C) | The number of PBRSUs earned is then subject to modification based on our relative total stockholder return compared to our 2019 Peer Group (“TSR Modifier”). The TSR Modifier ensures alignment of PBRSU payouts and results for stockholders. | | | | | |
| | | | | | | | | | | | | | | | | (C) TSR Modifier |
| | (C) Relative TSR Modifier
|
| | | | | | | | | | | | | | | | | PBRSUs Earned from
Adj. EPS Results (B) | | | | Annual TSR Performance (Relative to Peers) | | | | Modifier | | | | | | | | | | | | | | | | | | Annual TSR Performance (Relative
to Peers) | | Modifier | 150% to 200% of Target | | | | Top quartile | | 55 Percentile or Above | | No modification | | | | | | | | | Below top quartile | | 55 Percentile | | Earnout capped at 150% of target | | | | | 50% to 150% of Target | | | | — | | | | No modifications | | | 0% | | 0%
| | | | Above Peer median | | | | Earnout is 50% of target | | | | | | | | | Below Peer median | | | | No earnout |
| (D) | | | | | | | | | | | | | | PBRSUs earned each year are accrued until the end of the three-year performance period. |
D.PBRSUs earned each year are accrued until the end of the three-year performance period.
Step 2: Calculate PBRSUs Earned at End of3-Year Performance Period
Calculations of PBRSUs earned at the end of the3-year performance period use the same schedules as for annual calculations: •Adjusted EPS earnout schedule (calculation B above) measured using cumulative EPScalculations described in Step 1 above, but over 3 years relative to the a3-year EPS target
•Relative TSR modifier schedule (calculation C above) measured over 3 years
period.
Step 3: PBRSUs earned equals the greater of cumulative PBRSUs earned in the 3 annual calculations during the grant cycle (from Step 1) or the3-year calculation (from Step 2)
2019 Performance for 2019 PBRSU Grant.We achieved strong target financial and operating results in 2017,the first year of the 2019 PBRSU performance period despite the macro-economic headwinds, as evidenced by adjusted EPS outcomes at targetabove-target performance levels. As performance did not trigger a payout above 150%, the TSR modifier was not applied. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs
Earned
for 2017
Performance |
| | | % of
Award
Subject
to Crediting in
2017 |
| | | Adjusted
EPS
Target |
| | | Adjusted
EPS
Results |
| | | Adjusted
EPS
Performance |
| | | % of
Award
Credited
for
Adjusted EPS
Results |
| | | % of
Award
Credited
Adjusted for TSR
Modifier |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 | | | | 30% | | | | $2.35 | | | | $2.37 | | | | 102.3% | | | | 30.64% | | | | 30.64% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs
Awarded
for 2019
Performance | | % of
Award
Subject
to Crediting in
2019 | | | Adjusted
EPS
Target | | | Adjusted
EPS
Results | | | Adjusted
EPS
Performance | | | % of
Award
Credited
for
Adjusted EPS
Results | | | % of
Award
Credited
Adjusted for
TSR
Modifier | | 2019 | | | 30 | % | | $ | 2.64 | | | $ | 2.83 | | | | 126 | % | | | 60 | % | | | 45 | % |
Restricted Stock Units Granted in 2017.2019.Vesting of RSUs granted in 20172019 was subject to the achievement of $57.5$62.5 million in adjusted net income for 2017.2019. Adjusted net income results exceeded this threshold. For 2018 RSU awards the performance threshold was increased to $62.5 million in adjusted net income. RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date. These awards encourage executive officer retention and align the interests of executive officers with those of stockholders.
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2017
2019 LTI Awards. 20172019 long-term incentive awards were made at targeted grant value for each of the NEOs. 2017NEOs, other than Mr. Henry who did not receive an LTI award in 2019. 2019 grant awards are presented in the table below (with award amounts rounded to the nearest hundred). | | | | | | | | | | | | | | | | | | | | | | | | 2017 Grant Values |
| | | | | Named Executive Officer |
| RSUs |
| PBRSUs (1) |
| | | | | | | | | | | | | | | Frank D. Martell | | $1,631,250 | | $1,631,250 | | | | | | James L. Balas | | $425,000 | | $425,000 | | | | | | Barry M. Sando | | $550,000 | | $550,000 | | | | | | Stergios Theologides | | $425,000 | | $425,000 | | | | | | Anand Nallathambi | | $2,140,000 | | $2,140,000 | | | | | | | | | | | | |
(1)PBRSU amount shown at target performance level. Based on 2017 performance, the portion of the PBRSUs tied to 2017 performance will be eligible to vest contingent upon continued employment through December 31, 2019. Mr. Theologides forfeited his 2017 PBRSU grants upon his departure from the Company in September 2017. Mr. Nallathambi will be entitled to a pro rata portion of the 2017 PBRSU awards following his passing in March 2017.
| | | | | | | | | | | | 2019 Grant Values | | Named Executive Officer | | RSUs | | | PBRSUs (1) | | Frank D. Martell | | $ | 1,980,000 | | | $ | 1,980,000 | | James L. Balas | | $ | 475,000 | | | $ | 475,000 | | Barry M. Sando | | $ | 550,000 | | | $ | 550,000 | | Arnold A. Pinkston | | $ | 450,000 | | | $ | 450,000 | |
| (1) | PBRSU amount shown at target performance level. Based on 2019 performance, the portion of the PBRSUs tied to 2019 performance will be eligible to vest contingent upon continued employment through December 31, 2021. |
PBRSUs Settled After 2017.2019.PBRSUs granted in 20152017 were paid out after the end of the 2015-20172017-2019 performance period. The calculation of the payout is presented in the table below. Three-yearActual adjusted EPS resulted in maximum payoutsabove-target performance on both an annual and3-year calculation basis. However, relative TSRbasis with the sum of the annual results were belowat 131.44% slightly above the top quartile for both calculation methods, so payouts were capped at3-year results of 129%. As performance did not trigger a payout above 150% of target.target, there was no modification from the TSR Modifier and the payout was set at 131.44%. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015-2017
PBRSU
Performance
Period |
| | | % of Award
Subject to
Crediting for
Annual
Performance |
| | | Adjusted
EPS
Target |
| | | Adjusted
EPS
Results |
| | | % of
Adjusted
EPS
Target
Achieved |
| | | Adjusted
EPS
Performance |
| | | % of Award
Subject to
Credited for
Adjusted EPS
Results |
| | | % Vesting-
Adjusted for TSR
Modifier |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 | | | | 30% | | | | $1.45 | | | | $1.90 | | | | 131% | | | | 200% | | | | 60% | | | | 45% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2016 | | | | 60% | | | | $1.54 | | | | $2.42 | | | | 157% | | | | 200% | | | | 120% | | | | 90% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 | | | | 10% | | | | $1.63 | | | | $2.37 | | | | 145% | | | | 200% | | | | 20% | | | | 15% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total of 3 1-Year Results | | | | 100% | | | | | | | | | | | | | | | | | | | | | | | | 150% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3- Year Results | | | | 100% | | | | $4.62 | | | | 6.68 | | | | 145% | | | | | | | | 200% | | | | 150% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017-2019
PBRSU
Performance
Period | | % of Award
Subject to
Crediting for
Annual
Performance | | | Adjusted
EPS
Target | | | Adjusted
EPS
Results | | | % of
Budget | | | % of
Target | | | % of Award
Subject to
Credit for
Adjusted
EPS
Results | | | % Vesting-
Adjusted for
TSR
Modifier | | 2017 | | | 30 | % | | $ | 2.35 | | | $ | 2.37 | | | | 101 | % | | | 104 | % | | | 31 | % | | | N/A | | 2018 | | | 50 | % | | $ | 2.49 | | | $ | 2.72 | | | | 109 | % | | | 146 | % | | | 73 | % | | | N/A | | 2019 | | | 20 | % | | $ | 2.64 | | | $ | 2.83 | | | | 107 | % | | | 136 | % | | | 27 | % | | | N/A | | Cumulative | | | 100 | % | | $ | 7.48 | | | $ | 7.92 | | | | 106 | % | | | 129 | % | | | 129 | % | | | N/A | | Sum of Each Year | | | | | | | | | | | | | | | | | | | | | | | 131.44 | % | | | | |
The number of shares earned from the 20152017 PBRSU award is presented in the table below. | | | | | | | | | | | | | | | | | | | | | | | | 2015 PBRSU Grant (2017 Vesting) |
| | | | | Name |
| Target |
| Earned |
| | | | | | | | | | | | | | | Frank D. Martell | | 24,210 | | 36,315 | | | | | | James L. Balas | | 3,873 | | 5,809 | | | | | | Barry M. Sando | | 16,388 | | 24,582 | | | | | | Stergios Theologides(1) | | 9,497 | | — | | | | | | Anand Nallathambi | | 55,125 | | 59,718 | | | | | | | | | | | | |
(1)Mr. Theologides forfeited his 2015 PBRSU grants upon his departure from the Company in September 2017. Mr. Nallathambi's 2015 award was prorated following his passing in March 2017.
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| | | | | | | | | | | | 2017 PBRSU Grant — 2019 Vesting | | Name | | Target | | | Earned | | Frank D. Martell | | | 41,421 | | | | 54,442 | | James L. Balas | | | 10,844 | | | | 14,252 | | Barry M. Sando | | | 14,034 | | | | 18,445 | |
Timing of Equity Awards.After Committee approval, we generally issue annual equity awards to executive officers on the second day on which the NYSE is open for trading following the filing of our Annual Report onForm 10-K, using the last sale price reported for a share of our common stock on the NYSE on that date. Grants to new hires or other grants outside the annual 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. SpecialOne-Time A30 Award. In 2018, the Compensation Committee approved a specialone-time award (the “A30 Award”) to senior leaders to provide a focused incentive for achievement of an aggressive adjusted EBITDA margin expansion between 2018 and 2020. The award is also intended to enhance executive retention and promote the achievement of major strategic initiatives (e.g., workflow automation and adoption of related technologies) that improve EBITDA margins. In 2019, Mr. Henry received an A30 PBRSU of $475,000. No other NEO received an A30 award or any time of incremental awards beyond their regular 2019 grants (see FY2018 proxy for additional information on grant performance ranges and payout). Employment Inducement Award Mr. Henry joined CoreLogic as its Chief Legal Officer and Corporate Secretary in November 2019. In order to provide an inducement for Mr. Henry to join CoreLogic, the Committee approved a total payment of $500,000 in cash which will be paid in two installments in March and December of 2020. As such, the value of such award will be disclosed in the Summary Compensation Table next year as part of the 2021 proxy. 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) plan, healthcare, life insurance and other welfare benefit programs. In designing these benefits, we seek to provide an overall level of benefits that is 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 executive officers and enable us to compete more successfully for qualified executive talent. Executive Supplemental Benefit Plan and the Pension Restoration Plan. Two of our executive officers — Messrs. Nallathambi andMr. Sando — became participantsa participant in our Executive Supplemental Benefit Plan (the "Executive“Executive Supplemental Benefit Plan"Plan”) prior to its closure 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 accountconsidered 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. Deferred Compensation Plan.The Deferred Compensation Plan is anon-qualified retirement plan that allows eligible participants to defer up to 80% of their salary and annual incentive bonus. Participation is limited to executive officers and certain other key employees. In 2010, we amended the Deferred Compensation Plan to provide additional Company contributions in the form of 401(k) restoration contributions and discretionary retirement savings contributions to a limited number of executive officers who were not eligible to participate in the Executive Supplemental Benefit Plan.restoration. Other Benefits.We also maintain an executive life insurance program for executive officers and other key employees. This program provides the participant with up to two times their annualized base salary (up to a maximum of $1 million) in group universal life insurance. Further details regarding perquisites are found in the 20172019 Summary Compensation Table and accompanying footnotes. Role of the Committee and the Chief Executive Officer Role of the Committee and the Chief Executive Officer
|
The Committee is composed solely of independent members of our Board. The Committee reviews and approves executive 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 executive officer compensation, in part by reviewing compensation data from comparable companies and from relevant other industry sources.
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Decisions regarding compensation of the CEO are made solely by the Committee based on its deliberations with input from its independent compensation consultant. Decisions regarding other executive officers are made by the Committee after considering recommendations from the CEO as appropriate, as well as input from the Committee'sCommittee’s independent compensation consultant. Our CEO and, as appropriate, Chief Legal Officer, Chief Financial Officer and Chief PeopleHuman Resources Officer, may attend the portion of the Committee'sCommittee’s meetings where individual executive officer performance is discussed. Only Committee members may vote on executive officer compensation decisions. The Committee regularly meets in executive session with its independent compensation consultant. Role of Independent Compensation Consultant Role of Independent Compensation Consultant
|
The Committee retained Pay Governance LLC as its independent compensation consultant to advise on the executive officer compensation for 2017.2019. The consultant generally advises the Committee on all aspects of the executive compensation program design and governance process. During 2017,2019, as part of its engagement with the Committee, the independent compensation consultant: ➢advised on the selection of a peer group of companies for executive officer compensation comparison purposes;
➢- purposes
provided guidance on industry best practices, and emerging trends and developments in executive officer compensation;
➢analyzed survey data;compensation, and
➢- investor views of compensation design and practices
consulted on incentive design advised 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) the structure and target amount of long-term incentive awards.awards Consulted onnon-employee director compensation, and Assisted on a compensation risk assessment The Committee retained its independent compensation consultant directly, although in carrying out assignments, the consultant also interacted with Company management on behalf of the Committee. Pay Governance performed no services for the Company, and the Committee does not believe the independent compensation consultants'consultant’s work has raised any conflict of interest. The Committee has the sole authority to select, retain, and terminate the independent compensation consultants. Adjustment or Recovery of Awards (Claw-backs) Adjustment or Recovery of Awards (Claw-backs)
|
The Company maintains a recoupment policy that enables recovery of performance-based compensation to the extent that it is later determined that applicable performance goals were not actually achieved taking into account a financial restatement or ethical misconduct. We also added claw-backs in terminationemployment agreements for all executive officers. This policy applies to all performance-based incentive plans including but not limited to the annual incentive cash bonus and performance-based equity awards described above. Anti-Hedging and Pledging Policy Anti-Hedging and Pledging Policy
|
The Company maintains a policy that prohibits executive officer 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.
Table of ContentsExecutive Stock Ownership Guidelines and Retention Requirements
Executive Stock Ownership Guidelines and Retention Requirements
|
We require our executive officers to own a fixed amount of our stock. The rigorous guidelines are based on a multiple of base salary as outlined below: | | | | | | | | | | | | | | | | | | | | Position | | | | Ownership Guidelines
|
| | | | Chief Executive Officer | | Ownership Guidelines | Chief Executive Officer | | 6x base salary | | | | | | | | | | | | | | Chief Financial Officer | | | | 3x base salary | | | | | | | | | | | | | | Managing Directors | | | | 3x base salary | | | | | | | | | | | | | | Other Executive Officers | | | | 1x base salary | | | | | | | | | | | |
Covered officers 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 count toward the requirement; stock options do 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 current NEOs have met their ownership requirements.requirements or still have time remaining to reach the ownership requirement. Actual Share Ownership vs. Minimum Share Ownership Requirement
(As multiple of base salary) 
Employment Agreements and Severance Arrangements |
Each currently employed executive officer is party to an employment agreement with us. The Committee believes that offering employment agreements to key executive officers is consistent with peer practices and serves as an 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 executive officers and the severance benefits actually paid to Mr. Theologides, see "Employment Agreements"“Employment Agreements” below. Change in Control Agreements Change in Control Agreements
|
All equityEquity awards are currently grantedissued under the 2018 Plan, which was approved by our stockholders at our annual meeting held in May 2018. Prior to the approval of the 2018 Plan, we issued share-based awards under the 2011 Performance Incentive Plan, (the "2011 Plan"), as amended. However, at the annual meeting, stockholders will be asked to approve the new 2018 Performance Incentive Plan (the "2018 Plan"). If the 2018 Plan is approved by stockholders, future equity awards will be granted under the 2018 Plan. The 2011 Plan and 2018 Plan do not include an automatic "single trigger"“single trigger” change in control vesting provision. Instead, both plans include a 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. Additionally, award agreements include "double-trigger"“double-trigger” severance protections
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and provide for accelerated vesting of awards that remain outstanding following a change in control transaction in the event of a termination without cause following a change in control. The Deferred Compensation Plan generally provides for accelerated vesting of awards 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. In addition to the plan and award agreement provisions described above, we have entered into a change in control agreement (a "Change“Change in Control Agreement"Agreement”) with each of our executive officers who remain employed.NEOs. Under the Change in Control Agreement, a "change“change in control"control” means the consummation of any one of the following: •a merger or consolidation of the Company in which our stockholders end up owning less than 50% of the voting securities of the surviving entity;
•- entity
the sale, transfer or other disposition of all or substantially all of our assets or the complete liquidation or dissolution of the Company;
•- Company
a change in the composition of our Board of Directors over atwo-year period as a result of which fewer than a majority of the directors are incumbent directors, as defined in the agreement;agreement, or
•the acquisition or accumulation by any person or group, subject to certain limited exceptions, of at least 30% of our voting securities.securities If the termination of a coveredour executive officer'sofficer’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: •the executive officer'sofficer’s base salary through and including the date of termination and any accrued but unpaid annual incentive bonus;
•- bonus
between two and three times the executive officer'sofficer’s target annual cash bonus amount established for the fiscal year in which the termination occurs;occurs, and
•between two and three times the executive officer'sofficer’s annual base salary in effect immediately prior to the date of termination.termination Furthermore, under the Change in Control Agreement, for a period ranging from twenty-four tothirty-six months and subject to the covered executive officer'sofficer’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'sofficer’s dependents). To the extent that the executive officer cannot participate in the plans previously available, we will provide such benefits on the sameafter-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
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otherwise, including without limitation, any acceleration of the vesting of outstanding stock options, restricted stock or performance shares (collectively, the "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 theafter-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 “modifiedcut-back,"” and is included because the Change in Control Agreement does not provide for any type of "gross up"“gross up” or similar benefit. The Change in Control Agreement had an initial term through December 31, 2011 and is automatically extended for additionalone-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 executive officers have since been extended through December 31, 2018.2020. For a description of the calculations and further explanation of the payments due to the executive 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 Accounting Impact of Tax and Accounting
|
As a general matter, the Committee takes into accountconsiders the various tax and accounting implications of the compensation vehicles we employ. When determining amounts of long-term incentive grants to executive 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.Company over their vesting period. 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. Section 162(m) of the Code generally prohibits a publicly-held company from deducting compensation paid to a current or former NEO that exceeds $1.0 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attainingpre-established performance measures that were set by the Committee under a plan approved by the Company'sCompany’s stockholders, as well as amounts payable to former executive officers pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1.0 million deductibility limit. As one of the factors in its consideration of compensation matters, the Committee noted this deductibility limitation. However, the Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and our stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible.
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COMPENSATION COMMITTEE REPORT COMPENSATION COMMITTEE REPORT |
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'sCompany’s Annual Report onForm 10-K for the year ended December 31, 20172019 and in the Company'sCompany’s proxy statement for its 20182020 Annual Meeting of stockholders. | | | Members of the Compensation Committee J. David Chatham, Chair Paul F. Folino Claudia Fan Munce Thomas C. O’Brien Jaynie Miller Studenmund | | Members of the Compensation Committee
| | | J. David Chatham, Chair
Paul F. Folino
Thomas C. O'Brien
Jaynie Miller Studenmund
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
Messrs. Chatham (Chair), Folino, O'BrienO’Brien and Ms.Mmes. Munce and Studenmund served on the Compensation Committee during 2017.2019. No person who served as a member of the Compensation Committee during 20172019 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.
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EXECUTIVE COMPENSATION TABLES
EXECUTIVE COMPENSATION TABLES |
20172019 Summary Compensation Table
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, 2017, 20162019, 2018 and 2015,2017, other than for Mr. Balas,Pinkston, for whom compensation information is provided only for the fiscal yearsyear ended December 31, 20172018 and 2016,2019, and Mr. Henry, for whom compensation information is provided only for the fiscal year ended December 31, 2019, the years in which heeach was a named executive officer. The positions listed below are as of December 31, 2017. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Name and
Principal Position
|
| | |
|
Year |
| | |
|
Salary |
| | |
|
Stock
Awards |
| | |
|
Option
Awards |
| | |
|
Non-Equity
Incentive Plan
Compensation |
| | |
| Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings |
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All Other
Compensation |
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Total |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4) | | | | | (5) | | | | | (6) | | | | | (7) | | | | | (8) | | | | | (9) | | | | | | | | | | | | | | | | | | | | | ($) | | | | | ($) | | | | | ($) | | | | | ($) | | | | | ($) | | | | | ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Frank D. Martell | | | | | 2017 | | | | | 710,577 | | | | | 3,262,445 | | | | | — | | | | | 1,250,000 | | | | | — | | | | | 61,177 | | | | | 5,284,199 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | President and Chief | | | | | 2016 | | | | | 650,000 | | | | | 2,274,943 | | | | | — | | | | | 1,129,400 | | | | | — | | | | | 61,490 | | | | | 4,115,833 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Officer(1) | | | | | 2015 | | | | | 650,000 | | | | | 1,624,975 | | | | | — | | | | | 1,200,400 | | | | | — | | | | | 74,139 | | | | | 3,549,514 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James Balas | | | | | 2017 | | | | | 425,000 | | | | | 849,992 | | | | | — | | | | | 525,000 | | | | | — | | | | | 31,411 | | | | | 1,831,403 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chief Financial Officer(2) | | | | | 2016 | | | | | 396,538 | | | | | 637,935 | | | | | — | | | | | 531,700 | | | | | — | | | | | 24,714 | | | | | 1,590,887 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Barry M. Sando | | | | | 2017 | | | | | 550,000 | | | | | 1,099,985 | | | | | | | | | | 690,000 | | | | | 634,144 | | | | | 52,523 | | | | | 3,026,652 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Managing Director, | | | | | 2016 | | | | | 550,000 | | | | | 1,099,981 | | | | | — | | | | | 740,000 | | | | | 378,594 | | | | | 51,503 | | | | | 2,820,078 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Underwriting & Workflow Solutions | | | | | 2015 | | | | | 540,192 | | | | | 1,099,963 | | | | | — | | | | | 730,000 | | | | | — | | | | | 63,949 | | | | | 2,434,104 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Anand Nallathambi | | | | | 2017 | | | | | 153,846 | | | | | 4,279,979 | | | | | — | | | | | 205,078 | | | | | — | | | | | 48,734 | | | | | 4,687,637 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Former President and Chief | | | | | 2016 | | | | | 800,000 | | | | | 4,279,940 | | | | | — | | | | | 1,390,030 | | | | | 386,990 | | | | | 78,609 | | | | | 6,935,569 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Officer | | | | | 2015 | | | | | 800,000 | | | | | 3,699,990 | | | | | — | | | | | 1,477,400 | | | | | — | | | | | 89,197 | | | | | 6,066,587 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stergios Theologides | | | | | 2017 | | | | | 320,385 | | | | | 849,992 | | | | | — | | | | | 294,905 | | | | | — | | | | | 790,951 | | | | | 2,256,233 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Former General Counsel & | | | | | 2016 | | | | | 425,000 | | | | | 849,950 | | | | | — | | | | | 450,000 | | | | | — | | | | | 115,500 | | | | | 1,840,450 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Secretary(3) | | | | | 2015 | | | | | 410,000 | | | | | 637,439 | | | | | — | | | | | 502,400 | | | | | — | | | | | 125,511 | | | | | 1,675,350 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)Effective March 6, 2017, the Board appointed Mr. Martell to the position of President and Chief Executive Officer and principal executive officer following the passing of Mr. Nallathambi on March 2, 2017.
(2)James Balas was appointed Chief Financial Officer on April 8, 2016.
(3)Mr. Theologides left the Company effective September 15, 2017.
(4)Amounts include any amounts electively deferred by the NEO under the Company's Deferred Compensation Plan.
(5)For 2017, 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 RSUs were granted and vest contingent upon the satisfaction of certain performance criteria through December 31, 2017, which criteria were satisfied, and thereafter vest based on continued employment through December 31, 2019. The PBRSUs were granted and vest contingent
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upon satisfaction of certain performance criteria and continued employment through December 31, 2019. If the highest performance target is met or exceeded, the value of the awards at grant date would be as follows: Mr. Nallathambi — $6,419,969; Mr. Martell — $4,893,667; Mr, Balas — $1,274,988; Mr. Sando — $1,649,977; and Mr. Theologides — $1,274,988.
(6)The Company did not grant stock options in 2015, 2016 or 2017.
(7)For 2017, represents the annual incentive bonus that was paid to each NEO, and includes any amounts electively deferred by the NEO under the Company's Deferred Compensation Plan.
(8)For 2017, represents the change in the present value of the life annuity from the end of fiscal year 2016 to the end of fiscal year 2017 for the Executive Supplemental Benefit Plan and the Pension Restoration Plan with respect to Mr. Sando only. The amounts in this column do not include earnings under the Company's deferred compensation plan as such earnings were neither above-market nor preferential. See the Pension Benefits table below under "Pension Benefits for 2017" for assumptions used in calculating these amounts.
(9)Amounts included in all other compensation consist of the amounts shown in the table below paid by the Company for each NEO.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer
|
| | |
| Life Insurance
Premiums
($)
|
| | |
| 401(k) Matching
Contributions
($)
|
| | |
| Amounts Deferred
under the Deferred
Compensation Plan
($)
|
| | |
| Health Savings
Account
($)
|
| | |
| Cash Severance
Payment and
COBRA
Reimbursement
($)
|
| | |
| Total
($)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Frank Martell | | | | | 4,878 | | | | | 8,100 | | | | | 47,099 | | | | | 1,100 | | | | | — | | | | | 61,177 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James Balas | | | | | 1,620 | | | | | 8,100 | | | | | 20,591 | | | | | 1,100 | | | | | — | | | | | 31,411 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Barry M. Sando | | | | | 12,723 | | | | | 8,100 | | | | | 30,600 | | | | | 1,100 | | | | | — | | | | | 52,523 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Anand Nallathambi | | | | | 1,318 | | | | | 8,100 | | | | | 38,216 | | | | | 1,100 | | | | | — | | | | | 48,734 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stergios Theologides | | | | | 1,901 | | | | | — | | | | | — | | | | | 1,100 | | | | | 787,950 | | | | | 790,951 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary | | | Bonus | | | Stock
Awards | | | Option
Awards | | | Non-Equity
Incentive Plan
Compensation | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings | | | All Other
Compensation | | | Total | | | | | | | | (4) ($) | | | (4) ($) | | | (5) ($) | | | (6) ($) | | | (7) ($) | | | (8) ($) | | | (9) ($) | | | ($) | | Frank D. Martell | | | 2019 | | | | 823,962 | | | | — | | | | 3,959,957 | | | | — | | | | 1,720,000 | | | | — | | | | 62,495 | | | | 6,566,414 | | President and Chief Executive Officer (1) | | | 2018 | | | | 778,942 | | | | — | | | | 3,704,964 | | | | — | | | | 1,092,000 | | | | — | | | | 65,748 | | | | 5,641,654 | | | | | 2017 | | | | 710,577 | | | | — | | | | 3,262,445 | | | | — | | | | 1,250,000 | | | | — | | | | 61,177 | | | | 5,284,199 | | James L. Balas | | | 2019 | | | | 474,423 | | | | — | | | | 949,926 | | | | | | | | 660,000 | | | | — | | | | 29,443 | | | | 2,113,792 | | Chief Financial Officer | | | 2018 | | | | 449,519 | | | | — | | | | 1,349,905 | | | | — | | | | 450,000 | | | | — | | | | 30,856 | | | | 2,280,280 | | | | | | 2017 | | | | 425,000 | | | | — | | | | 849,992 | | | | — | | | | 525,000 | | | | — | | | | 31,411 | | | | 1,831,401 | | Barry M. Sando | | | 2019 | | | | 550,000 | | | | — | | | | 1,099,950 | | | | — | | | | 765,500 | | | | 1,296,860 | | | | 46,581 | | | | 3,758,891 | | Managing Director,
Underwriting &
Workflow Solutions | | | 2018 | | | | 550,000 | | | | — | | | | 1,649,903 | | | | — | | | | 522,500 | | | | — | | | | 50,556 | | | | 2,772,959 | | | | | 2017 | | | | 550,000 | | | | — | | | | 1,099,985 | | �� | | — | | | | 690,000 | | | | 634,144 | | | | 52,523 | | | | 3,026,652 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francis Aaron Henry | | | 2019 | | | | 63,942 | | | | 385,000 | | | | 474,987 | | | | — | | | | — | | | | — | | | | 1,108 | | | | 925,037 | | Chief Legal Officer and Corporate Secretary (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Arnold A. Pinkston | | | 2019 | | | | 215,769 | | | | — | | | | 899,994 | | | | — | | | | — | | | | — | | | | 3,396 | | | | 1,119,159 | | Former Chief Legal Officer & Corporate Secretary (3) | | | 2018 | | | | 415,192 | | | | — | | | | 1,274,903 | | | | — | | | | 340,000 | | | | — | | | | 12,847 | | | | 2,042,943 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | GrantsEffective March 6, 2017, the Board appointed Mr. Martell to the position of Plan-Based AwardsPresident and Chief Executive Officer and principal executive officer.
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| (2) | Francis Aaron Henry was appointed Chief Legal Officer and Corporate Secretary on November 4, 2019. His annual base salary is $475,000, and has been reflected for days employed in 2019. The bonus amount represents aone-time award to compensate Mr. Henry for the loss of his annual bonus at his prior employer. |
| (3) | Arnold A. Pinkston was appointed Chief Legal Officer and Corporate Secretary on January 2, 2018 and left the company on June 14, 2019. |
| (4) | Amounts include any amounts electively deferred by the NEO under the Deferred Compensation Plan. |
| (5) | For 2019, 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 RSUs were granted and vest contingent upon the satisfaction of certain performance criteria through December 31, 2019, which criteria were satisfied, and thereafter vest based on continued employment through December 31, 2021. The PBRSUs were granted and vest contingent upon satisfaction of certain performance criteria and continued employment through December 31, 2021 (or December 31, 2020 in the case of the A30 Award granted to Mr. Henry). If the highest performance target is met or exceeded, the value of the awards at grant date would be as follows: Mr. Martell $3,959,957; Mr. Balas $949,926; Mr. Sando $1,099,950; Mr. Henry $949,974 and Mr. Pinkston $899,994. |
| (6) | The Company did not grant stock options in 2017, 2018 or 2019. |
| (7) | For 2019, represents the annual incentive bonus that was paid to each NEO and includes any amounts electively deferred by the NEO under the Deferred Compensation Plan. |
| (8) | For 2019, represents the change in the present value of the life annuity from the end of fiscal year 2018 to the end of fiscal year 2019 for the Executive Supplemental Benefit Plan and the Pension Restoration Plan with respect to Mr. Sando. The actual change in the present values is as follows: $1,270,266 under the Executive Supplemental Benefit Plan and $26,594 under the Pension Restoration Plan. The amounts in this column do not include earnings under the Deferred Compensation Plan as such earnings were neither above-market nor preferential. See the Pension Benefits table below under “Pension Benefits for 2019” for assumptions used in calculating these amounts. |
| (9) | Amounts included in all other compensation consist of the amounts shown in the table below paid by the Company in 2019 for each NEO. |
| | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Life Insurance Premiums ($) | | | HSA
Employer
Contribution | | | 401(k) Matching Contributions ($) | | | Amounts Deferred under the Deferred Compensation Plan ($) | | | Total ($) | | Frank D. Martell | | | 5,016 | | | | — | | | | 8,400 | | | | 49,079 | | | | 62,495 | | James L. Balas | | | 1,710 | | | | — | | | | 8,400 | | | | 19,333 | | | | 29,443 | | Barry M. Sando | | | 14,106 | | | | 300 | | | | 8,400 | | | | 23,775 | | | | 46,581 | | Francis Aaron Henry | | | 12 | | | | — | | | | 1,096 | | | | — | | | | 1,108 | | Arnold A. Pinkston | | | 3,396 | | | | — | | | | — | | | | — | | | | 3,396 | |
Grants of Plan-Based Awards for 2019 The following table sets forth information concerningon awards made to each of the NEOs under the 2011ICP and the 2018 Plan during 2017. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (1)
|
| | |
| Estimated Future Payouts
Under Equity Incentive Plan Awards (2)
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name
|
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| Approval
Date
|
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| Grant
Date
|
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| Threshold
($) |
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| Target
($) |
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| Maximum
($) |
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| Threshold
(#) |
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| Target
(#) |
| | |
| Maximum
(#) |
| | |
| Grant
Date Fair
Value of
Stock &
Option
Awards
(3)
($) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Frank D. Martell | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus — Performance Units | | | | | 3/14/2017 | | | | | 3/14/2017 | | | | | 308,125 | | | | | 906,250 | | | | | 1,812,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 29,025 | | | | | | | | | | 1,137,490 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | 14,512 | | | | | 29,025 | | | | | 58,050 | | | | | 1,137,490 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 3/14/2017 | | | | | 3/14/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 12,396 | | | | | | | | | | 493,733 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | | | | 3/14/2017 | | | | | 3/14/2017 | | | | | | | | | | | | | | | | | | | | 6,198 | | | | | 12,396 | | | | | 24,792 | | | | | 493,733 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James Balas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus — Performance Units | | | | | 2/22/2017 | | | | | 2/22/2017 | | | | | 130,050 | | | | | 382,500 | | | | | 765,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 10,845 | | | | | | | | | | 425,016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | 5,422 | | | | | 10,844 | | | | | 21,688 | | | | | 424,976 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Barry M. Sando | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus — Performance Units | | | | | 2/22/2017 | | | | | 2/22/2017 | | | | | 187,000 | | | | | 550,000 | | | | | 1,100,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 14,034 | | | | | | | | | | 549,992 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | 7,017 | | | | | 14,034 | | | | | 28,068 | | | | | 549,992 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Anand Nallathambi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus — Performance Units | | | | | 2/22/2017 | | | | | 2/22/2017 | | | | | 340,000 | | | | | 1,000,000 | | | | | 2,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 54,606 | | | | | | | | | | 2,140,009 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | 27,302 | | | | | 54,605 | | | | | 109,210 | | | | | 2,139,970 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stergios Theologides | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus — Performance Units | | | | | 2/22/2017 | | | | | 2/22/2017 | | | | | 115,600 | | | | | 340,000 | | | | | 680,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 10,845 | | | | | | | | | | 425,016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | | | | 2/22/2017 | | | | | 2/28/2017 | | | | | | | | | | | | | | | | | | | | 5,422 | | | | | 10,844 | | | | | 21,688 | | | | | 424,976 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)Amounts reflect each NEO's maximum annual incentive bonus opportunity for 2017, while the actual incentive bonus earned by each NEO is reported in the 2017 Summary Compensation Table above. NEOs can earn less than maximum, but not amounts greater than maximum. At threshold, a NEO would receive 17% of the maximum award amount and at target the NEO 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 2017 incentive bonus program.
(2)Equity Awards in 2017 consisted of RSUs and PBRSUs granted as part of the 2017 long-term incentive compensation program. The RSUs are tied to achievement of at least $57.5 million in 2017 adjusted net income. For the RSUs, if as was the case, the adjusted net income performance target is met, the shares vest in three equal installments on the first three anniversaries of the grant date. In the case of the PBRSUs, 100% of each award is tied to achievement of certain adjusted earnings-per-share targets over a three-year performance period consisting of the 2017-2019 fiscal years, subject to modification based on our relative total stockholder return achieved during the performance period. The PBRSUs that were earned in 2017 based on 2017 adjusted EPS performance and relative total stockholder return will vest and be payable to the NEOs subject to their continued employment through December 31, 2019. Please see Compensation Discussion and Analysis — Long-Term Incentives above for a discussion of the material terms of our 2017 awards of RSUs and PBRSUs.
(3)These amounts represent the aggregate grant date fair value of each award determined pursuant to Financial Accounting Standards Board's Accounting Standards Codification Topic 718, Compensation-Stock Compensation. For the assumptions and methodologies used to value these awards, see footnote (5) to the 2017 Summary Compensation Table above.
Table of Contents
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future
Payouts
Under Non-Equity
Incentive Plan
Awards (1) | | | Estimated Future
Payouts
Under Equity
Incentive Plan
Awards (2) | | | Grant
Date Fair
Value of
Stock &
Option | | | | | | | | | | | | Name | | Approval Date | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Awards (3)($) | | Frank D. Martell | | 2019 ICP Award | | | | | | | | | | | 420,750 | | | | 1,237,500 | | | | 2,475,000 | | | | | | | | | | | | | | | | | | RSUs | | | 2/18/2019 | | | | 3/1/2019 | | | | | | | | | | | | | | | | | | | | 52,659 | | | | | | | | 1,979,978 | | PBRSUs | | | 2/18/2019 | | | | 3/1/2019 | | | | | | | | | | | | | | | | 26,330 | | | | 52,659 | | | | 105,318 | | | | 1,979,978 | | James Balas | | 2019 ICP Award | | | | | | | | | | | 161,500 | | | | 475,000 | | | | 950,000 | | | | | | | | | | | | | | | | | | RSUs | | | 2/18/2019 | | | | 3/1/2019 | | | | | | | | | | | | | | | | | | | | 12,632 | | | | | | | | 474,963 | | PBRSUs | | | 2/18/2019 | | | | 3/1/2019 | | | | | | | | | | | | | | | | 6,316 | | | | 12,632 | | | | 25,264 | | | | 474,963 | | Barry M. Sando | | 2019 ICP Award | | | | | | | | | | | 187,000 | | | | 550,000 | | | | 1,100,000 | | | | | | | | | | | | | | | | | | RSUs | | | 2/18/2019 | | | | 3/1/2019 | | | | | | | | | | | | | | | | | | | | 14,627 | | | | | | | | 549,975 | | PBRSUs | | | 2/18/2019 | | | | 3/1/2019 | | | | | | | | | | | | | | | | 7,314 | | | | 14,627 | | | | 29,254 | | | | 549,975 | | Francis Aaron Henry | | A30 Award (4) | | | 10/30/2019 | | | | 12/20/2019 | | | | — | | | | — | | | | — | | | | 5,558 | | | | 11,116 | | | | 22,232 | | | | 474,987 | | Arnold A. Pinkston (5) | | 2019 ICP Award | | | | | | | | | | | 122,400 | | | | 360,000 | | | | 720,000 | | | | | | | | | | | | | | | | | | RSUs | | | 2/18/2019 | | | | 3/1/2019 | | | | | | | | | | | | | | | | | | | | 11,968 | | | | | | | | 449,997 | | PBRSUs | | | 2/18/2019 | | | | 3/1/2019 | | | | | | | | | | | | | | | | 5,984 | | | | 11,968 | | | | 23,936 | | | | 449,997 | |
| (1) | At threshold performance, a NEO would receive 34% of the target award amount and at maximum performance, a NEO would receive 200% of the target award amount. The actual incentive award earned by each NEO is reported in the 2019 Summary Compensation Table. |
| (2) | Equity awards in 2019 consisted of RSUs and PBRSUs granted as part of the 2019 long-term incentive compensation program and a separate A30 Award of PBRSUs that was granted to Mr. Henry. The RSUs are tied to achievement of at least $62.5 million in 2019 adjusted net income. 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 (other than the A30 Award), 100% of each award is tied to achievement of certain adjustedEmployment Agreementsearnings-per-share targets over a three-year performance period consisting of the 2019-2021 fiscal years, subject to modification based on our relative total stockholder return achieved during the performance period. The PBRSUs that were earned in 2019 based on 2019 adjusted EPS performance and relative total stockholder return will vest and be payable to the NEOs subject to their continued employment through December 31, 2021. |
| (3) | 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. For the assumptions and methodologies used to value these awards, see footnote (5) to the 2019 Summary Compensation Table above. |
| (4) | PBRSUs were granted as a specialone-time A30 Award to Mr. Henry on December 20, 2019 and remain subject to the achievement of certain performance measures. The PBRSUs vest, if at all, based on achievement ofpre-determined 2020 adjusted EBITDA margin targets. |
| (5) | Mr. Pinkston’s awards were forfeited upon his resignation from the Company in June 2019. |
Employment Agreements Effective March 6, 2017, we entered into a new employment agreement with FrankMr. Martell, which superseded the prior agreement and amendments thereto. On April 8, 2016, we entered into an employment agreement with Mr. Balas. In May 2011, we entered into an employment agreementsagreement with Anand Nallathambi, Barry M.Mr. Sando, and Stergios Theologides, and effectiveas amended June 16, 2014 and October 6, 2014,2014. Effective November 4, 2019, we amended theentered into an employment agreement with Mr. Sando. On March 2, 2017,Henry. In June 2019, Mr. Nallathambi passed away, which resulted inPinkston left the termination ofCompany and as such his employment agreement. On September 15, 2017, Mr. Theologides' employment terminated, which resulted in the termination of his employment agreement.agreement was terminated. The material terms of the currently active employment agreements, which are substantially similar in form, are as follows: •Term:One-year One-year term through December 31 of 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 NEO employment agreements provided such notice in 2017,2019, and accordingly the term of each automatically extended through December 31, 2018.
•- 2020.
Pay: Sets initial base salary at current salary at the time the agreement was entered into or amended and provides that base salary will be reviewed annually and may be increased (but not decreased) during the term at our discretion.
•Severance: Provides for severance pay if the NEO is terminated without "cause"“cause” as defined in the employment agreement. The severance amount is a multiple of base pay and target annual bonus. For Messrs. Martell and Sando, the multiple is two and COBRA reimbursement is provided for 24 months. For Mr.Messrs. Balas and Henry, the multiple is one and COBRA reimbursement is provided for 12 months. The NEOs are also entitled to receive payment of apro-rata portion of any annual bonus actually earned based on performance that they would have otherwise received had their employment not terminated.
•Severance Payment Timing: Severance will be paid in installments as follows:
•Messrs. Martell and Sando — Sando—First payment is made in the seventh month after separation of employment and is 7/24th24th of the total severance and equal installments thereafter for the remainder;
•Mr.Messrs. Balas — and Henry—First payment is made in the seventh month after separation of employment and is 7/12th12th of the total severance and equal installments thereafter for the remainder.
•Release of Liability: The employment agreement requires the NEO to sign a release in exchange for severance. Moreover, the NEOs are covered by restrictive covenants such as indefinite confidentiality, cooperation in litigation and non-competition.non-competition
•- (for a period of 24 months post-termination, in the case of Messrs. Martell and Sando, or for a period of 12 months post-termination, in the case of Mr. Balas; Mr. Henry is not subject to a non-competition covenant).
Claw-backs: The employment agreement provides that the agreement is subject to "claw-back"“claw-back” under applicable law or under our claw-back policy in effect from time to time. We adopted such a recoupment or "claw-back"“claw-back” policy in March 2012 as further described in the “Compensation Discussion and Analysis — Analysis—Adjustment or Recovery of Awards (Claw-backs)”.
Table of Contents
Outstanding Equity Awards at FiscalYear-End for 2019 Outstanding Equity Awards at Fiscal Year-End for 2017
|
The following table shows outstanding equity awards held by our NEOs as of December 31, 2017. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards |
|
| Stock Awards |
| | | | Name | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date (1) | | | Number of
Shares or
Units of Stock
That Have Not
Vested
(#) | | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested (2)
($) | | |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#) | | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Frank D. Martell | | | 116,298 | | | | | | 11.35 | | | 8/29/2021 | | | | | | | | | | | | | | | | | | | | 63,870 | | | | | | 15.50 | | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | 38,150 | | | | | | 25.95 | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | 20,313 | | | | | | 32.49 | | | 3/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,070 | (3) | | 372,915 | | | | | | | | | �� | | | | | | | | | | | | | | | | | 36,315 | (4) | | 1,678,116 | | | | | | | | | | | | | | | | | | | | | | | | | | 21,704 | (5) | | 1,002,942 | | | | | | | | | | | | | | | | | | | | | | | | | | 33,040 | (6) | | 1,526,778 | | | | | | | | | | | | | | | | | | | | | | | | | | 41,421 | (7) | | 1,914,064 | | | | | | | | | | | | | | | | | | | | | | | | | | 12,955 | (8) | | 598,651 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,511 | (9) | | 300,873 | | | | | | | | | | | | | | | | | | | | | | | | | | 28,994 | (10) | | 1,339,813 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James Balas | | | 7,732 | | | | | | 11.38 | | | 9/27/2021 | | | | | | | | | | | | | | | | | | | | 8,709 | | | | | | 15.50 | | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | 7,803 | | | | | | 25.95 | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | 3,693 | | | | | | 32.49 | | | 3/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,291 | (3) | | 59,657 | | | | | | | | | | | | | | | | | | | | | | | | | | 5,809 | (4) | | 268,434 | | | | | | | | | | | | | | | | | | | | | | | | | | 6,086 | (5) | | 281,234 | | | | | | | | | | | | | | | | | | | | | | | | | | 9,265 | (6) | | 428,136 | | | | | | | | | | | | | | | | | | | | | | | | | | 10,845 | (7) | | 501,147 | | | | | | | | | | | | | | | | | | | | | | | | | | 3,391 | (8) | | 156,698 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,825 | (9) | | 84,333 | | | | | | | | | | | | | | | | | | | | | | | | | | 7,590 | (10) | | 350,734 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Barry M. Sando | | | 17,401 | | | | | | 17.24 | | | 3/15/2021 | | | | | | | | | | | | | | | | | | | | 22,532 | | | | | | 15.50 | | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | 26,011 | | | | | | 25.95 | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | 18,467 | | | | | | 32.49 | | | 3/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,463 | (3) | | 252,445 | | | | | | | | | | | | | | | | | | | | | | | | | | 24,582 | (4) | | 1,135,934 | | | | | | | | | | | | | | | | | | | | | | | | | | 10,494 | (5) | | 484,928 | | | | | | | | | | | | | | | | | | | | | | | | | | 15,975 | (6) | | 738,205 | | | | | | | | | | | | | | | | | | | | | | | | | | 14,034 | (7) | | 648,511 | | | | | | | | | | | | | | | | | | | | | | | | | | 4,389 | (8) | | 202,816 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,148 | (9) | | 145,469 | | | | | | | | | | | | | | | | | | | | | | | | | | 9,823 | (10) | | 453,921 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Anand Nallathambi | | | 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 | | | | | | | | | | | | | | | | | | | | 68,328 | | | | | | 32.49 | | | 3/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,718 | (4) | | 2,759,569 | | | | | | | | | | | | | | | | | | | | | | | | | | 24,173 | (6) | | 1,117,034 | | | | | | | | | | | | | | | | | | | | | | | | | | 948 | (8) | | 34,915 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,763 | (9) | | 220,098 | | | | | | | | | | | | | | | | | | | | | | | | | | 2,123 | (10) | | 98,104 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stergios Theologides | | | | | | | | | | | | | | | 3,166 | (3) | | 146,301 | | | | | | | | | | | | | | | | | | | | | | | | | | 8,109 | (5) | | 374,717 | | | | | | | | | | | | | | | | | | | | | | | | | | 10,845 | (7) | | 501,147 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)The stock options disclosed2019, other than Mr. Pinkston who left the Company in this table have a ten-year term. As ofJune 2019 and did not hold any outstanding equity awards on December 31, 2017, all stock options were fully vested.
(2)Represents the value of unvested RSUs based on closing stock price on December 29, 2017 of $46.21.
2019. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | | Name | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date (1) | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Frank D. Martell | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 116,298 | | | | | | | | 11.35 | | | | 8/29/2021 | | | | | | | | | | | | | | | | | | | | | | 63,870 | | | | | | | | 15.50 | | | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | 38,150 | | | | | | | | 25.95 | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | 20,313 | | | | | | | | 32.49 | | | | 3/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,807 | (3) | | | 603,504 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 54,442 | (4) | | | 2,379,660 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,131 | (5) | | | 1,185,896 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 44,837 | (6) | | | 1,959,825 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 52,659 | (7) | | | 2,301,725 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,695 | (8) | | | 1,035,708.45 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,140 | (9) | | | 355,799.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 36,862 | (10) | | | 1,611,238.02 | | James L. Balas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,441 | | | | | | | | 15.50 | | | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | 7,803 | | | | | | | | 25.95 | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | 3,693 | | | | | | | | 32.49 | | | | 3/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,615 | (3) | | | 158,012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,252 | (4) | | | 622,955 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,590 | (5) | | | 288,049 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,889 | (6) | | | 475,958 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,632 | (7) | | | 552,145 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,683 | (8) | | | 248,404 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,978 | (9) | | | 86,458.38 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,843 | (10) | | | 386,527.53 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,884 | (11) | | | 388,319.64 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | | Name | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date (1) | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | | | 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 ($) | | Barry M. Sando | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,701 | | | | | | | | 17.24 | | | | 3/15/2021 | | | | | | | | | | | | | | | | | | | | | | 22,532 | | | | | | | | 15.50 | | | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | 26,011 | | | | | | | | 25.95 | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | 18,467 | | | | | | | | 32.49 | | | | 3/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,678 | (3) | | | 204,475 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,445 | (4) | | | 806,231 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,055 | (5) | | | 352,084 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,310 | (6) | | | 581,780 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,627 | (7) | | | 639,346 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,582 | (8) | | | 287,699 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,417 | (9) | | | 105,647.07 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,239 | (10) | | | 447,546.69 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,858 | (11) | | | 474,603.18 | | Francis Arron Henry | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,116 | (11) | | | 485,880.36 | |
| (1) | The stock options disclosed in this table have aten-year term. As of December 31, 2019, all stock options were fully vested. |
| (2) | Represents the value of unvested RSUs based on closing stock price on December 31, 2019 of $43.71. |
| (3) | These RSUs represent the unvested portion of RSUs that were granted to the NEOs on February 28, 2017 and, for Mr. Martell, also on March 14, 2017, which were subject to (i) the achievement of adjusted net income of $57.5 million for 2017 and (ii) time vesting in three equal annual installments on the first, second and third anniversaries of the grant date. We achieved the $57.5 million performance measure for 2017. |
| (4) | These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on February 28, 2017 and, for Mr. Martell, also on March 14, 2017, and vest based upon our achievement of certain performance measures and continued employment through December 31, 2019. The amount set forth in this column represents the actual number of units that are subject to the time vesting requirement based on our achievement of adjusted EPS in 2017, 2018 and 2019. |
| (5) | These RSUs represent the unvested portion of RSUs that were granted to the NEOs on March 1, 2018, which were subject to (i) the achievement of adjusted net income of $62.5 million for 2018 and (ii) time vesting in three equal annual installments on the first, second and third anniversaries of the grant date. We achieved the $62.5 million performance measure for 2018. |
| (6) | These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on March 1, 2018, and vest based upon our achievement of certain performance measures and continued employment through December 31, 2020. The amount set forth in this column represents the actual number of units that are subject to the time vesting requirement based on our achievement of adjusted EPS in 2018 and 2019. |
| (7) | These RSUs represent the unvested portion of RSUs that were granted to the NEOs on March 1, 2019, which were subject to (i) the achievement of adjusted net income of $62.5 million for 2019 and (ii) time vesting in three equal annual installments on the first, second and third anniversaries of the grant date. We achieved the $62.5 million performance measure for 2019. |
| (8) | These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on March 1, 2019, and vest based upon our achievement of certain performance measures and continued employment through December 31, 2021. The amount set forth in this column represents the actual number of units that are subject to the time vesting requirement based on our achievement of adjusted EPS in 2019. |
| (9) | These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on March 1, 2018, that remain subject to our achievement of certain performance measures. The amount set forth in this column represents the estimated future payout of PBRSUs |
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| assuming the target 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 (2018, 2019 and 2020). |
(3)These RSUs represent the unvested portion of RSUs that were granted to the NEOs on March 2, 2015 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 2015.
(4)These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on March 2, 2015 and vest based upon our achievement of certain performance measures and continued employment through December 31, 2017. The amount set forth in this column represents the aggregate number of units that were distributed based on our achievements of adjusted EPS and relative Total Shareholder Return goals over the three-year performance period (2015, 2016, 2017).
(5)These RSUs represent the unvested portion of RSUs that were granted to the NEOs on March 1, 2016 which were subject to (i) the achievement of adjusted net income of $55 million for 2016 and (ii) time vesting in three equal annual installments on the first, second and third anniversaries of the grant date. We achieved the $55 million performance measure for 2016.
(6)These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on March 1, 2016 and vest based upon our achievement of certain performance measures and continued employment through December 31, 2018. The amount set forth in this column represents the actual number of units that are subject to the one-year time vesting requirement based on our achievement of adjusted EPS in 2016 and 2017.
(7)These RSUs represent the unvested portion of RSUs that were granted to the NEOs on February 28, 2017 and, for Mr. Martell, also on March 14, 2017, which were subject to (i) the achievement of adjusted net income of $57.5 million for 2017 and (ii) time vesting in three equal annual installments on the first, second and third anniversaries of the grant date. We achieved the $57.5 million performance measure for 2017.
(8)These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on February 28, 2017 and, for Mr. Martell, also on March 14, 2017, and vest based upon our achievement of certain performance measures and continued employment through December 31, 2019. 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 2017.
(9)These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on March 1, 2016 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 target 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 (2016, 2017 and 2018). See Compensation Discussion and Analysis — Long-Term Incentives above for detailed discussion.
(10)These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on February 28, 2017 and, for Mr. Martell, also on March 14, 2017, 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 target 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 (2017, 2018 and 2019). See Compensation Discussion and Analysis — Long-Term Incentives above for detailed discussion.
| (10) | These PBRSUs represent the portion of the PBRSUs that were granted to the NEOs on March 1, 2019, 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 target 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 (2019, 2020 and 2021). See “Compensation Discussion and Analysis-Long-Term Incentives” above for detailed discussion. |
| (11) | These PBRSUs were granted as a specialone-time A30 Award to Mr. Balas and Mr. Sando on September 20, 2018 and to Mr. Henry on December 20, 2019 and remain subject to the achievement of certain performance measures. The amount set forth in this column represents the estimated future payout of the A30 Awards assuming the target performance goal of 30% adjusted EBITDA margin has been achieved. The PBRSUs vest, if at all, based on achievement ofpre-determined 2020 adjusted EBITDA margin targets. |
Option Exercises and Stock Vested for 2017
2019 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 2017.2019. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards |
| Stock Awards |
| | | | Name |
| Number of
Shares Acquired
on Exercise
(#) |
| Value Realized
on Exercise
($) (1) |
| Number of
Shares Acquired
on Vesting
(#) |
| Value Realized
on Vesting
($) (2)(3) |
| | | | | | | | | | | | | | | | | | Frank D. Martell | | — | | — | | 23,169 | | 1,698,141 | | | | | James Balas | | — | | — | | 4,257 | | 343,496 | | | | | Barry M. Sando | | | | | | 19,151 | | 1,290,566 | | | | | Anand Nallathambi | | 152,295 | | 2,084,411 | | 174,963 | | 9,193,563 | | | | | Stergios Theologides | | 108,078 | | 2,720,275 | | 9,254 | | 739,810 | | | | | | | | | | | | | | | | |
(1)Value realized on exercise is based on the fair market value of our common stock on the date of exercise minus the exercise price and does not necessarily reflect proceeds actually received by the NEO.
(2)Value realized on vesting is based on the fair market value of our common stock on the vesting date and does not necessarily reflect proceeds actually received by the NEO.
(3)Amounts included for Mr. Nallathambi reflect the automatic vesting of certain restricted stock units upon his death.
| | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | Name | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) (1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | | Frank D. Martell | | | — | | | | — | | | | 84,149 | | | | 3,124,052 | | James L. Balas | | | 8,000 | | | | 257,496 | | | | 22,831 | | | | 847,099 | | Barry M. Sando | | | — | | | | — | | | | 36,157 | | | | 1,341,386 | | Francis Aaron Henry | | | — | | | | — | | | | — | | | | — | | Arnold A. Pinkston | | | — | | | | — | | | | 3,112 | | | | 117,011 | |
| (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 NEO. |
| (2) | 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 NEO. |
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Pension Benefits for 2017
2019 The following table shows the actuarial present value of the accumulated retirement benefits payable upon normal retirement age (or, for Mr. Nallathambi, payable upon his death) to each of the NEOs who participate in a pension plan, computed as of December 31, 2017.2019. The amounts disclosed are based upon benefits provided to the NEOs under our Pension Restoration 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. We previously maintained a pension plan, which was assumed by First American Financial Corporation ("FAFC"(“FAFC”) in connection with spinning off our financial services businesses now known as FAFC on June 1, 2010 (the "Separation"“Separation”). Messrs. Martell, Balas, MartellHenry and TheologidesPinkston 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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name |
| Plan Name |
| Number
of Years
Credited
Service (1)
(#) |
| Present
Value of
Accumulated
Benefits (2)
($) |
| Payments
During
Last Fiscal
Year (3)
($) |
| | | | | | | | | | | | | | | | | | Anand Nallathambi | | Executive Supplemental Benefit Plan | | 25 | | 2,428,984 | | 127,846 | | | | | Barry M. Sando | | Executive Supplemental Benefit Plan | | 26 | | 5,807,220 | | — | | | | | Barry M. Sando | | Pension Restoration Plan | | 25 | | 130,243 | | — | | | | | | | | | | | | | | | | |
(1) | | | | | | | | | | | | | | | | | | | | Name | | Plan Name | | Number of Years Credited Service (1)(#) | | | Present Value of Accumulated Benefits (2)($) | | | Payments During Last Fiscal Year | | Barry M. Sando | | Executive Supplemental Benefit Plan | | | 28 | | | | 6,666,484 | | | | 0 | | Barry M. Sando | | Pension Restoration Plan | | | 27 | | | | 148,122 | | | | 0 | |
| (1) | Credited years of service for the 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, 2019. |
| (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 3.12%, post-retirement mortality perPri-2012 Table for Healthy Retirees with mortality projection using Fully Generational ScaleMP-2019, and 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 value: interest rate of 3.12% post-retirement mortality perPri-2012 “Retirees” and “Contingent Survivors” tables with white collar adjustments, projected generationally beyond 2012 usingMP-2019 Order 2 Graduation Alternative Projection Scale. Benefit is payable as a 50% joint and survivor annuity. |
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, 2017.
(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 3.588%, post-retirement mortality per RP-2014 Table for Healthy Annuitants with mortality projection starting in 2006 using Fully Generational Scale MP-2017, and 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. For Mr. Sando, the following assumptions were used for calculating present value: interest rate of 3.500% post-retirement mortality per RP-2014 Healthy Annuitants table without collar or amount adjustments, adjusted to remove post 2007 improvement projections, with generational projection via Scale MP-2014, modified to use a 10-year convergence period to a long-term improvement rate of 1.0% by 2017, and benefit is payable as a 50% joint and survivor annuity. For Mr. Nallathambi, the amount represents the pre-retirement death benefit in the form of a single life annuity payable to his beneficiary calculated at the time of his death using interest rate of 4.66% and UP-84 Mortality Table.
(3)Mr. Nallathambi passed away on March 2, 2017. The amount represents payments during 2017 to his beneficiary.
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 ourtax-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 "normal“normal retirement age." "Normal” “Normal retirement age"age” is defined as the later of the employee'semployee’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 thetax-qualified pension plan formerly sponsored by us which was assumed by FAFC in connection with the
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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. 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'sparticipant’s separation from service or six months following a participant'sparticipant’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'sparticipant’s normal retirement date. Mr. Sando is the only NEO who participates in the Pension Restoration Plan, and he was eligible for early retirement but not normal retirement at December 31, 2017.2019. On June 1, 2010, in connection with spinning off the businesses now known as 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. Executive Supplemental Benefit Plan The Executive Supplemental Benefit Plan provides retirement benefits for, andpre-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 "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 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. Apre-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 "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.
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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, 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. 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 "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. 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 thepre-retirement death benefit to provide for payment to a participant'sparticipant’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'sparticipant’s beneficiary is someone other than the participant'sparticipant’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'sparticipant’s service at December 31, 2010 and the denominator of which is the participant'sparticipant’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
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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, 2017,2019, there remained three active employees, including Mr. Sando, who participate in the plan. Upon Mr. Nallathambi's death, benefits under the Plan were payable to his beneficiary. The plan is closed to new participants. As of December 31, 2017,2019, Mr. Sando was eligible for early retirement but 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. Nonqualified Deferred Compensation for 2019 Nonqualified Deferred Compensation for 2017
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As reflected in the following table, certain of our executive officersNEOs have elected to participate in our Deferred Compensation Plan (the "Deferred Compensation Plan").Plan. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name |
| Executive
Contributions
in Last FY (1)
($) |
| Registrant
Contributions
in Last FY (1)
($) |
| Aggregate
Earnings
in Last FY (2)
($) |
| Aggregate
Withdrawals/
Distributions (3)
($) |
| Aggregate
Balance at
Last FYE (4)
($) |
| | | | | | | | | | | | | | | | | | | | Frank D. Martell | | 395,290 | | 47,562 | | 258,858 | | — | | 1,819,453 | | | | | James Balas | | 159,405 | | 14,446 | | 75,668 | | | | 514,221 | | | | | Barry M. Sando | | 22,200 | | 30,450 | | 182,484 | | — | | 1,166,763 | | | | | Anand Nallathambi | | 15,385 | | 60,372 | | 147,451 | | 1,654,131 | | 446,793 | | | | | Stergios Theologides | | 57,815 | | 19,872 | | 153,351 | | — | | 589,686 | | | | | | | | | | | | | | | | | | |
(1)All contributions presented herein reflect amounts actually deferred in 2017, while amounts reported in the 2017 Summary Compensation Table under "All Other Compensation" reflect amounts earned for 2017.
(2)Represents earnings or losses on participant-selected investment options. None of the amounts are reflected in the 2017 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)Mr. Nallathambi passed away on March 2, 2017. Amount represents payment to his beneficiary.
(4)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.
| | | | | | | | | | | | | | | | | | | | | | Name | | Executive Contributions in Last FY (1)($) | | | Registrant Contributions in Last FY (1)($) | | | Aggregate Earnings in Last FY (2)($) | | | Aggregate Balance at Last FYE (3)($) | | Frank D. Martell | | | 273,000 | | | | 52,618 | | | | 537,154 | | | | 2,900,741 | | James L. Balas | | | 181,221 | | | | 20,986 | | | | 232,020 | | | | 1,098,092 | | Barry M. Sando | | | 10,450 | | | | 28,950 | | | | 302,769 | | | | 1,479,199 | | Francis Aaron Henry | | | — | | | | — | | | | — | | | | — | | Arnold A Pinkston | | | — | | | | 3,000 | | | | 251 | | | | 3,251 | |
| (1) | All contributions presented herein reflect amounts actually deferred in 2019, and have been reported as compensation in the appropriate columns of the Summary Compensation Table. Amounts reported in the 2019 Summary Compensation Table under “All Other Compensation” reflect Company contributions earned for 2019. |
| (2) | Represents earnings or losses on participant-selected investment options. None of the amounts are reflected in the 2019 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 andnon-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. |
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 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 nonscheduledin-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. 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.
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For all participants who joined the Deferred Compensation Plan prior to December 31, 2001, the plan provides apre-retirement life insurance benefit equal to the lesser of 15 times the amount deferred in the participant'sparticipant’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.contributions. 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'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. There are currently no vesting limitations in the Deferred Compensation Plan. Potential Payments Upon Termination or Change in Control Potential Payments Upon Termination or Change in Control
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The following tables describe payments and other benefits that would be provided to certain of our executive officersNEOs under the specified circumstances upon a change in control of us or their termination, assuming a termination or change in control occurred on December 31, 2017.2019. For further discussion, see “Compensation Discussion and Analysis — Analysis—Change in Control Agreements” above.
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| | | | | | | | | | | | | | | | | | | | | FRANK D. MARTELL |
| | | | | | | | | | | | | | | | | | | | | | | Potential Payments upon Termination or Change in Control
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Involuntary Termination | | Change in Control (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Payments and Benefits
Upon Termination | | Voluntary
Resignation
($) | | For Cause
($) | |
Without
Cause/
Good
Reason
($) | | With Termination
for Good Reason/
Without Cause
($) | | Death
($) | | Disability
($) | | | | | | | | | | | | | | | | | | | | | | | | Compensation | | | | | | | | | | | | | | | | | | | | | | Severance | | | — | | | — | | 3,262,500 | (2) | | 4,893,750 | (3) | | — | | — | | | | | | Bonus | | | — | | | — | | 1,250,000 | (4) | | 906,250 | (5) | | 906,250 | | 906,250 | | | | | | Accelerated Vesting — Options | | | — | | | — | | — | | | — | | | — | | — | | | | | | Accelerated Vesting — RSU (6) | | | — | | | — | | 3,289,921 | | | 3,289,921 | | | 3,289,921 | | 3,289,921 | | | | | | Accelerated Vesting — PBRSU (7) | | | — | | | — | | — | | | 4,537,175 | | | 4,537,175 | | 4,537,175 | | | | | | Deferred Compensation (8) | | | 1,819,453 | | | 1,819,453 | | 1,819,453 | | | 1,819,453 | | | 1,819,453 | | 1,819,453 | | | | | | Benefit Continuation | | | — | | | — | | 46,235 | (9) | | 53,638 | (10) | | — | | — | | | | | | Total | | | 1,819,453 | | | 1,819,453 | | 9,668,109 | | | 15,500,187 | | | 10,552,799 | | 10,552,799 | | | | | | | | | | | | | | | | | | | | |
(1)In accordance with SEC rules, an excise tax calculation is not presented Mr. Pinkston left the Company in this table as we do not provide a gross-up or tax reimbursement to our NEOsJune 2019 and received no severance compensation in connection with a change in control. Amounts payable to Mr. Martellhis resignation. He is therefore not included 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, including a twenty-four month post-termination non-competition covenant, and confidentiality provisions in the employment agreement.
(3)Represents three times Mr. Martell's base salary in effect immediately prior to the date of termination by us and three times Mr. Martell's target annual cash bonus established for fiscal year 2017. Receipt of the benefit is contingent upon execution of a general release of claims.
(4)Represents the pro rata portion of Mr. Martell's annual cash bonus for fiscal year 2017. 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, including a twenty-four month post-termination non-competition covenant, 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 2017. Receipt of the benefit is contingent upon execution of a general release of claims.
(6)Represents the value after acceleration of outstanding unvested RSUs based on our closing stock price on December 29, 2017 of $46.21. 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, including a twenty-four month post-termination non-competition covenant, and confidentiality provisions in the employment agreement.
(7)Represents the value after acceleration of all outstanding unvested PBRSUs based on our closing stock price on December 29, 2017 of $46.21. All or a pro-rata portion of outstanding unvested PBRSUs will generally accelerate on death, disability or involuntary termination without cause following 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.
(8)Refers to payments accrued under the Deferred Compensation Plan as of December 31, 2017 based on Mr. Martell's salary deferral election and 401(k) restoration contributions.
(9)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.
(10)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.
table below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Trigger | | Severance | | | Bonus | | | Value of RSU Acceleration (6) | | | Value of PBRSU Acceleration (7) | | | Deferred Compensation (8) | | | Vested Pension Plan (11) (12) | | | Benefit Continuation | | | Total | | Frank Martell | | Voluntary Resignation | | | — | | | | — | | | | — | | | | — | | | | 2,900,741 | | | | — | | | | — | | | | 2,900,741 | | | | Termination For Cause | | | — | | | | — | | | | — | | | | — | | | | 2,900,741 | | | | — | | | | — | | | | 2,900,741 | | | | Termination Without Cause / For Good Reason | | | 4,125,000 | (2) | | | 1,720,000 | (4) | | | 4,091,125 | | | | — | | | | 2,900,741 | | | | — | | | | 35,329 | (9) | | | 12,872,195 | | | | Change in Control with Termination Good Reason / Without Cause (1) | | | 6,187,500 | (3) | | | 1,720,000 | (5) | | | 4,091,125 | | | | 4,080,547 | | | | 2,900,741 | | | | — | | | | 42,171 | (10) | | | 19,022,084 | | | | Death | | | — | | | | 1,720,000 (4) | | | | 4,091,125 | | | | 4,080,547 | | | | 2,900,741 | | | | — | | | | — | | | | 12,792,413 | | | | Disability | | | — | | | | 1,720,000 (4) | | | | 4,091,125 | | | | 4,080,547 | | | | 2,900,741 | | | | — | | | | — | | | | 12,792,413 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James Balas | | Voluntary Resignation | | | — | | | | — | | | | — | | | | — | | | | 1,098,092 | | | | — | | | | — | | | | 1,098,092 | | | | Termination For Cause | | | — | | | | — | | | | — | | | | — | | | | 1,098,092 | | | | — | | | | — | | | | 1,098,092 | | | | Termination Without Cause | | | 950,000 | (2) | | | 660,000 | (4) | | | 998,205 | | | | — | | | | 1,098,092 | | | | — | | | | 25,764 | (9) | | | 3,732,061 | | | | Change in Control with Termination Good Reason / Without Cause (1) | | | 1,900,000 | (3) | | | 660,000 | (5) | | | 998,205 | | | | 1,372,538 | | | | 1,098,092 | | | | — | | | | 41,496 | (10) | | | 6,070,331 | | | | Death | | | — | | | | 660,000 | | | | 998,205 | | | | 1,372,538 | | | | 1,098,092 | | | | — | | | | — | | | | 4,128,835 | | | | Disability | | | — | | | | 660,000 | | | | 998,205 | | | | 1,372,538 | | | | 1,098,092 | | | | — | | | | — | | | | 4,128,835 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Barry M. Sando | | Voluntary Resignation | | | — | | | | — | | | | — | | | | — | | | | 1,479,199 | | | | 6,619,775 | | | | — | | | | 8,098,974 | | | | Termination For Cause | | | — | | | | — | | | | — | | | | — | | | | 1,479,199 | | | | 6,619,775 | | | | — | | | | 8,098,974 | | | | Termination Without Cause | | | 2,200,000 | (2) | | | 765,500 | (4) | | | 1,195,906 | | | | — | | | | 1,479,199 | | | | 6,619,775 | | | | 35,329 | (9) | | | 12,295,709 | | | | Change in Control with Termination Good Reason / Without Cause (1) | | | 3,300,000 | (3) | | | 765,500 | (5) | | | 1,195,906 | | | | 1,642,054 | | | | 1,479,199 | | | | 7,496,501 | (13) | | | 42,171 | (10) | | | 15,921,331 | | | | Death | | | — | | | | 765,500 | | | | 1,195,906 | | | | 1,642,054 | | | | 1,479,199 | | | | 3,267,479 | (14) | | | — | | | | 8,350,138 | | | | Disability | | | — | | | | 765,500 | | | | 1,195,906 | | | | 1,642,054 | | | | 1,479,199 | | | | 6,619,775 | | | | — | | | | 11,702,434 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francis Aaron Henry | | Voluntary Resignation | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | Termination For Cause | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | Termination Without Cause | | | 950,000 | (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,984 | (9) | | | 951,984 | | | | Change in Control with Termination Good Reason / Without Cause (1) | | | 1,900,000 | (3) | | | 385,000 | (5) | | | — | | | | 485,880 | | | | — | | | | — | | | | 2,158 | (10) | | | 2,773,038 | | | | Death | | | — | | | | 385,000 | | | | — | | | | 485,880 | | | | — | | | | — | | | | — | | | | 870,880 | | | | Disability | | | — | | | | 385,000 | | | | — | | | | 485,880 | | | | — | | | | — | | | | — | | | | 870,880 | |
| (1) | In accordance with SEC rules, an excise tax calculation is not presented in this table as we do not provide agross-up or tax reimbursement to our NEOs in connection with a change in control. Amounts payable 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 a multiple of annualized base salary in effect on the date employment terminates (the “Severance Date”)—two times annualized base salary in the case of Messrs. Martell and Sando;one-time annualized base salary in the case of Messrs. Balas and Henry, plus (ii) the same multiple of target annual ICP amount in effect on the Severance Date (the “Severance Benefit”). The Severance Benefit will be payable in a lump sum equal to7/24 (7/12 for Messrs. Balas and Henry) of the Severance Benefit on the seventh month after the Severance Date with an additional1/24(1/12 for Messrs. Balas and Henry) of the Severance Benefit paid each month until the month which is 24 months for Messrs. Martell and Sando (12 months for Messrs. Balas and Henry) 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, including a 24 month post-terminationnon-competition covenant for Messrs. Martell and Sando (12 months for Messrs. Balas and Henry), and confidentiality provisions in the employment agreement. |
| (3) | Represents a multiple of base salary in effect immediately prior to the date of termination by us (three times base salary for Messrs. Martell and Sando and two times base salary for Messrs. Balas and Henry) and a multiple of target annual cash bonus established for fiscal year (three times for Messrs. Martell and Sando; two times for Messrs. Balas and Henry). Receipt of the benefit is contingent upon execution of a general release of claims. |
| (4) | Represents the pro rata portion of annual cash bonus for fiscal year 2019; applicable agreements provide for the payment of the pro rata portion of the bonus amount that would have been paid if employment had 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, including a 24 month post-terminationnon-competition covenant for Messrs. Martell and Sando (12 months for Mr. Balas), and confidentiality provisions in the employment agreement. |
| (5) | Except for Mr. Henry, represents the pro rata portion of target annual cash bonus for the year of termination; applicable agreements provide for the payment of the target annual cash bonus established for fiscal year 2019. For Mr. Henry, amount shown reflects his bonus for fiscal year 2019. Receipt of the benefit is contingent upon execution of a general release of claims. |
| (6) | Represents the value after acceleration of outstanding unvested RSUs based on our closing stock price on December 31, 2019 of $43.71. 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 execution of a general release of claims and compliance with certain post-termination covenants, including a24-month post-terminationnon-competition covenant for Messrs. Martell and Sando (12 months for Mr. Balas), and confidentiality provisions in the employment agreement. |
| (7) | Represents the value after acceleration of all outstanding unvested PBRSUs based on our closing stock price on December 31, 2019 of $43.71. All or apro-rata portion of outstanding unvested PBRSUs will generally accelerate on death, disability or involuntary termination without cause following 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. |
| (8) | Refers to payments accrued under the Deferred Compensation Plan as of December 31, 2019 based on each executive officer’s salary deferral election and 401(k) restoration contributions. |
| (9) | Represents the cost of continued health and welfare benefits for 24 months in the case of Messrs. Martell and Sando, or 12 months in the case of Messrs. Balas and Henry (prorated for Mr. Henry for days employed in 2019), 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. |
| (10) | Represents the cost of continued health and welfare benefits for 36 months in the case of Messrs. Martell and Sando, or 24 months in the case of Messrs. Balas and Henry (prorated for Mr. Henry for days employed in 2019), 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. |
| (11) | Mr. Sando is eligible to receive current vested benefits amount under the Pension Restoration Plan and Executive Supplemental Benefit Plan. |
| (12) | Represents the present value of the benefit calculated under the Executive Supplemental Benefit using the following assumptions: : interest rate of 3.12% post-retirement mortality perPri-2012 “Retirees” and “Contingent Survivors” tables with white collar adjustments, projected generationally beyond 2012 usingMP-2019 Order 2 Graduation Alternative Projection Scale and the present value of the benefit calculated under the Pension Restoration Plan using the following assumptions: interest rate of 3.12%, post-retirement mortality perPri-2012 Table for Healthy Retirees with mortality projection using Fully Generational ScaleMP-2019. |
| (13) | Upon an involuntary termination without cause after a change in control, Mr. Sando becomes 100% vested in the Executive Supplemental Benefit Plan 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. |
| (14) | Representspre-retirement death benefit payable to the executive officer’s spouse. |
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| | | | | | | | | | | | | | | | | | | | | James Balas |
| | | | | | | | | | | | | | | | | | | | | | | Potential Payments upon Termination or Change in Control
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | — | | | — | | 525,000 | (4) | | 382,500 | (5) | | 382,500 | | 382,500 | | | | | | Accelerated Vesting — Options | | | — | | | — | | — | | | — | | | — | | — | | | | | | Accelerated Vesting — RSU (6) | | | — | | | — | | 842,039 | | | 842,039 | | | 842,039 | | 842,039 | | | | | | Accelerated Vesting — PBRSU (7) | | | — | | | — | | — | | | 1,101,924 | | | 1,101,924 | | 1,101,924 | | | | | | Deferred Compensation (8) | | | 514,220 | | | 514,220 | | 514,220 | | | 514,220 | | | 514,220 | | 514,220 | | | | | | Benefit Continuation | | | — | | | — | | 22,772 | (9) | | 36,959 | (10) | | — | | — | | | | | | Total | | | 514,220 | | | 514,220 | | 2,711,531 | | | 4,492,642 | | | 2,840,683 | | 2,840,683 | | | | | | | | | | | | | | | | | | | | |
(1)In accordance with SEC rules, an excise tax 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. Balas 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 the sum of (i) Mr. Balas' annualized base salary in effect on the date his employment terminates (the "Severance Date") plus (ii) the target annual Incentive Bonus amount for Mr. Balas 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, including a twelve month post-termination non-competition covenant, and confidentiality provisions in the employment agreement.
(3)Represents two times Mr. Balas' base salary in effect immediately prior to the date of termination by us and two times Mr. Balas' target annual cash bonus established for fiscal year 2017. Receipt of the benefit is contingent upon execution of a general release of claims.
(4)Represents the pro rata portion of Mr. Balas' annual cash bonus for fiscal year 2017. Mr. Balas' 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, including a twelve month post-termination non-competition covenant, and confidentiality provisions in the employment agreement.
(5)Represents the pro rata portion of Mr. Balas' target annual cash bonus for the year of termination. Mr. Balas' agreement provides for the payment of the target annual cash bonus established for fiscal year 2017. Receipt of the benefit is contingent upon execution of a general release of claims.
(6)Represents the value after acceleration of outstanding unvested RSUs based on our closing stock price on December 29, 2017 of $46.21. 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. Balas signs a general release of claims and complies with certain post-termination covenants, including a twelve month post-termination non-competition covenant, and confidentiality provisions in the employment agreement.
(7)Represents the value after acceleration of all outstanding unvested PBRSUs based on our closing stock price on December 29, 2017 of $46.21. All or a pro-rata portion of outstanding unvested PBRSUs will generally accelerate on death, disability or involuntary termination without cause following a change in control, subject to attainment of the performance measures for any termination prior to a change in control. We have assumed that the target number of PBRSUs would become vested in connection with each acceleration event, although the actual number of PBRSUs that could become vested could be higher or lower than the target number of PBRSUs, based on actual performance.
(8)Refers to payments accrued under the Deferred Compensation Plan as of December 31, 2017 based on Mr. Balas' salary deferral election and 401(k) restoration contributions.
(9)Represents the cost of COBRA coverage for 12 months after the date on which the termination occurs at the cost applicable to active employees (subject to earlier termination if Mr. Balas becomes eligible for comparable coverage under another employer's plan and certain alternative payments if COBRA coverage cannot be provided under our plans in effect on the date of termination).
(10)Represents the cost of continued health and welfare benefits for 24 months after the date on which the termination occurs subject to the executive's continued payment of the same premium payment amount as immediately prior to termination. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers.
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| | | | | | | | | | | | | | | | | | | | | Barry M. Sando |
| | | | | | | | | | | | | | | | | | | | | | | Potential Payments upon Termination or Change in Control
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Involuntary Termination | | Change in Control (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Payments and Benefits Upon Termination | | Voluntary
Resignation
($) | | For Cause
($) | | Without
Cause
($) | |
With Termination
for Good Reason/
Without Cause
($) | | Death
($) | | Disability
($) | | | | | | | | | | | | | | | | | | | | | | | | Compensation | | | | | | | | | | | | | | | | | | | | | | Severance | | | — | | | — | | 2,200,000 | (2) | | 3,300,000 | (3) | | — | | — | | | | | | Bonus | | | — | | | — | | 690,000 | (4) | | 550,000 | (5) | | 550,000 | | 550,000 | | | | | | Accelerated Vesting — Options | | | — | | | — | | — | | | — | | | — | | — | | | | | | Accelerated Vesting — RSU (6) | | | — | | | — | | 1,385,884 | | | 1,385,884 | | | 1,385,884 | | 1,385,884 | | | | | | Accelerated Vesting — PBRSU (7) | | | — | | | — | | — | | | 2,133,192 | | | 2,133,192 | | 2,133,192 | | | | | | Deferred Compensation Plan (8) | | | 1,166,763 | | | 1,166,763 | | 1,166,763 | | | 1,166,763 | | | 1,166,763 | | 1,166,763 | | | | | | Vested Pension Restoration Plan | | | 116,054 | | | 116,054 | | 116,054 | | | 116,054 | | | 59,409 | | 116,054 | | | | | | Vested Executive Supplemental Benefit Plan (9) | | | 5,441,149 | | | 5,441,149 | | 5,441,149 | | | 7,141,366 | (10) | | 2,927,267 | (11) | 5,441,149 | (12) | | | | | Benefit Continuation | | | — | | | — | | 46,235 | (13) | | 55,438 | (14) | | — | | — | | | | | | Total | | | 6,723,966 | | | 6,723,966 | | 11,046,085 | | | 15,848,697 | | | 8,222,515 | | 10,793,042 | | | | | | | | | | | | | | | | | | | | |
(1)In accordance with SEC rules, an excise tax 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, including a twenty-four month post-termination non-competition covenant, 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 2017. Receipt of the benefit is contingent upon execution of a general release of claims.
(4)Represents the pro rata portion of Mr. Sando's annual cash bonus for fiscal year 2017. 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, including a twenty-four month post-termination non-competition covenant, 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 2017. Receipt of the benefit is contingent upon execution of a general release of claims.
(6)Represents the value after acceleration of outstanding RSUs based on our closing stock price on December 29, 2017 of $46.21. 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. Sando signs a general release of claims and complies with certain post-termination covenants, including a twenty-four month post-termination non-competition covenant, and confidentiality provisions in the employment agreement.
(7)Represents the value after acceleration of outstanding unvested PBRSUs based on our closing stock price on December 29, 2017 of $46.21. All or a pro-rata portion of outstanding unvested PBRSUs will generally accelerate on death, disability or involuntary termination without cause following 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.
(8)Refers to payments accrued under the Deferred Compensation Plan as of December 31, 2017 based on Mr. Sando's salary deferral election and 401(k) restoration contributions.
(9)"Executive Supplemental Benefit Plan" represents current vested benefit amount under the various scenarios for the Executive Supplemental Benefit Plan.
(10)Represents the enhanced present value of the benefit calculated using the following assumptions: interest rate of 4.00% post-retirement mortality per RP-2014 Healthy Annuitants table without collar or amount adjustments, adjusted to remove post 2007 improvement projections, with generational projection via Scale MP-2014, modified to use a 10-year convergence period to a long-term improvement rate
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of 1.0% by 2017. 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.
(11)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.
(12)Represents the present value of the benefit calculated using the following assumptions: interest rate of 4.00% post-retirement mortality per RP-2014 Healthy Annuitants table without collar or amount adjustments, adjusted to remove post 2007 improvement projections, with generational projection via Scale MP-2014, modified to use a 10-year convergence period to a long-term improvement rate of 1.0% by 2017 deferred to the earliest retirement age.
(13)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).
(14)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.
During 2017, Mr. Theologides received the following benefits upon termination of his employment in September 2017: (1) $765,000 in severance benefits, of which $446,250 will be paid in April 2018 and the balance in substantially equal bi-weekly installments through September 2018; (2) a pro-rated 2017 incentive compensation plan (cash bonus) award of $294,905; (3) $1,022,165, which represents the value of accelerated vesting of his issued RSUs based on the Company's closing stock price on December 29, 2017 of $46.21; and (5) reimbursement for health care coverage of $22,950. Mr. Theologides forfeited unvested PBRSUs and unvested employer contributions to the Deferred Compensation Plan upon his termination, but he will receive payment of his vested balance under the Deferred Compensation Plan.
Mr. Nallathambi passed away on March 2, 2017 and, as a result, received the following benefits: (1) a prorated 2017 incentive compensation plan (cash bonus) award of $205,078; (2) $2,428,984, which represents the death benefit in the form of a single life annuity payable to Mr. Nallathambi's spouse representing payment of his vested benefits under the Executive Supplemental Benefit Plan and Deferred Compensation Plan; (3) $4,4,51,226, which represents the value of accelerated vesting of his issued RSUs based on the Company's closing stock price on March 2, 2017 of $39.11; and (4) pro-rated outstanding unvested PBRSUs of $4,000,355, based on the closing stock price on December 29, 2017 of $46.21. The actual number of PBRSUs that actually vest could be higher or lower.
Pay Ratio Disclosure
PAY RATIO DISCLOSURE
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) ofRegulation S-K, the Company is required to provide the ratio of the annual total compensation of Mr. Martell who has served as our President and Chief Executive Officer since March 6, 2017, to the annual total compensation of the median employee of the Company. The Company (the "Pay Ratio Disclosure"). CoreLogic isbelieves that there have been no changes to our employee population or compensation arrangements that would result in a global companysignificant change to our pay ratio disclosure. Therefore, as permitted by RegulationS-K, we are using the same median employee as that employs nearly 6,000 people. In several of the countries in which we operate, we have a relatively small number of employees. In order to simplify our data collection efforts for conducting the Pay Ratio Disclosure analysis, we elected to apply the allowed de minimis exemption and excluded non-U.S. employees from certain countries noted below. The total number of excluded employees represented less than 5% of our population. Applying this de minimis exemption,was identified on December 31, 2017, we had 5,287 U.S. employees and 644 non-U.S. employees compared to 5,287 U.S. employees and 692 non-U.S. employees without application of the de minimis exemption.
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To identify the median employee, we used the following methodology:
•We collected the full 2017 payroll data of all employees other than the Chief Executive Officer and except for our employees in Brazil, Bulgaria, France, India and the United Kingdom, whether employed on a full-time, part-time, temporary, or seasonal basis, as of December 31, 2017. The number of employees in each of the excluded countries was less than 20 as of December 31, 2017.
•We annualized the compensation of all permanent full-time and part-time employees who were hired by the Company in 2017. We applied an exchange rate as of January 31, 2018, to convert all international currencies into U.S. dollars.
•We used total 2017 actual W-2 or foreign equivalent earnings as our consistently applied compensation measure (the "CACM earnings").
Based on this methodology, we determined that the median employee was anon-exempt, full-time employee located in the U.S. with an annual total compensation of $66,976$68,504 for 2017,2019, calculated in accordance with the requirements of Item 402(c)(2)(x) ofRegulation S-K, which includes base pay, overtime pay and the Company'sCompany’s matching contribution to that employee'semployee’s 401(k) plan.
For the year ended December 31, 2017,2019, the total compensation for our Chief Executive Officer, Mr. Martell, was $5,284,199$6,566,418 as reported in the "Total"“Total” column of the 20172019 Summary Compensation Table. Since Mr. Martell was appointed Chief Executive Officer effective March 6, 2017, we applied his 2017 salary of $725,000 to the entire year, and not just the period following his promotion to Chief Executive Officer, and added the disclosed values of his bonus, stock awards and other components of "All Other Compensation" to arrive at a value of $5,298,622, used for the ratio of annual total compensation for our Chief Executive Officer to the annual total compensation for our median employee. Based on this information, for 2017,2019, the ratio of the compensation of the Chief Executive Officer to the median annual total compensation of all other employees was estimated to be 79.195.85 to 1. We believe that the Pay Ratio Disclosureour pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosureour pay ratio disclosure may not be comparable to the pay ratio reported by other companies.
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QUESTIONS AND ANSWERS ABOUT VOTING SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
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 2017.
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QUESTIONS AND ANSWERS ABOUT VOTING |
Why have I been sent a notice regarding the availability of proxy materials on the Internet?
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 to most of our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials (“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. What proposals will be voted on at the Annual Meeting?
1.The election of the 11 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 of the CoreLogic, Inc. 2018 Performance Incentive Plan;
3.The approval, on an advisory basis, of the compensation of our NEOs;
4.The ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and
5.The transaction of such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
| 1. | The election of the 12 persons named in this proxy statement to serve on the Board until the next annual meeting and until their respective successors are duly elected and qualified; |
| 2. | The approval, on an advisory basis, of the compensation of our NEOs; |
| 3. | The ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and |
| 4. | The transaction of such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. |
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 byRule 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. Does our Board have any recommendations with respect to the listed proposals? Our Board recommends you vote: (1) “FOR” the election of each of the 12 nominees for director; (2) “FOR” the approval, on an advisory basis, of the compensation of our NEOs; and (3) “FOR” the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Who may attend the Annual Meeting?
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 "How“How can I vote my shares in person at the Annual Meeting?"Meeting?” below for more information. Who is entitled to vote?
Stockholders of record as of the close of business on March 6, 2018,4, 2020, 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. Who is a stockholder of record?
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.
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How can I vote my shares in person at the Annual Meeting?
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, ifIf you are a beneficial holder of shares, you may not vote thoseyour shares in person at the Annual Meeting unless you obtain a "legal proxy"“legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares in person 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"“401(k) Plan”) may not vote their plan shares in person at the Annual Meeting. See "How“How are my shares in the Company'sCompany’s 401(k) Plan voted?"” below for more information. 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. How many shares are entitled to vote at the Annual Meeting?
As of the record date, 81,663,67979,015,035 shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting. How many votes do I have?
Each share of CoreLogicthe Company’s common stock, excluding treasury shares, is entitled to one vote on each of the 1112 director nominees and on each other proposal to be voted on at the Annual Meeting. How many directors can I vote for?
Eleven.Twelve. At the Annual Meeting, stockholders may vote "for"“for” or "against"“against” the election to our Board of each of the 1112 nominees for director. Stockholders may also abstain from voting with respect to any of the 12 nominees for director.
Who are the director nominees?
The 1112 director nominees are: J. David Chatham, Douglas C. Curling, John C. Dorman, Paul F. Folino, Frank D. Martell, Claudia Fan Munce, Thomas C. O’Brien, Vikrant Raina, J. Michael Shepherd, Jaynie Miller Studenmund, David F. Walker, and Mary Lee Widener. | | | J. David Chatham | | Thomas C. O'Brien | Douglas C. Curling | | Vikrant Raina | John C. Dorman | | Jaynie Miller Studenmund | Paul F. Folino | | David F. Walker | Frank D. Martell | | Mary Lee Widener | Claudia Fan Munce | | |
What is the voting requirement to approve each of the proposals?
Proposal 1 – Election of Directors 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 arehis or her successor is duly elected and qualified, if the nominee receives a majority of votes cast with respect to such director nominee'snominee’s election. A "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.
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Proposal 2 – Approval of the 2018 Performance Incentive Plan Approval of the 2018 Plan requires the affirmative vote of the holders of a majority of shares of common stock presented in person or represented by proxy and entitled to vote on the matter (meaning that of the shares 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).
Proposal 3 – Approval, on an Advisory Basis, of the Compensation of our NEOs
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 person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for"“for” the proposal for it to be approved). Proposal 43 – Ratification of the Selection of PwC as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 20182020 The selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 20182020 will be ratified if the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for"“for” the proposal for it to be approved). How do I vote?
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 this 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 this 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 this 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 may vote in person at the Annual Meeting. 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.
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If you hold your shares in "street“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 your shares are held in "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 are my shares in the Company's 401(k) Plan voted?" below. “How are my shares in the Company'sCompany’s 401(k) Plan voted?
” below. How are my shares in the Company’s 401(k) Plan voted? For those stockholders who hold shares pursuant to the 401(k) Plan, Fidelity Management Trust Company ("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 26, 201823, 2020 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.
How will my shares be voted if I do not provide specific voting instructions in the proxy I submit?
The named proxy holders, Frank D. Martell or Arnold A, PinkstonFrancis Aaron Henry, will vote your shares in the manner recommended by our Board with respect to the three proposals included in this proxy statement and as such proxy holders may determine in accordance with their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting. Can I change my vote or revoke my proxy?
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: •submitting an authorized proxy bearing a later date using one of the alternatives described above under "How do I vote?";
•| • | | submitting an authorized proxy bearing a later date using one of the alternatives described above under “How do I vote?”; |
if you are a stockholder of record, submitting written notice of your revocation to Arnold A, Pinkston,Francis Aaron Henry, Chief Legal Officer and Corporate Secretary, at our mailing address on the cover page of this proxy statement; or
•voting in person at the Annual Meeting, provided that if your shares are held in "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 in person at the Annual Meeting. Attendance at the Annual Meeting will not by itself constitute revocation of a proxy. Who will count the votes?
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. How can I obtain an additional proxy card?
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 at1-855-325-6671. 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.
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What constitutes a "quorum?"
“quorum?” A "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 brokernon-votes (as described below) are counted as present and entitled to vote for purposes of determining the presence or absence of a quorum. What is a "broker non-vote"“brokernon-vote” and how is it treated?
If you are a beneficial owner of shares held in "street name"“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"“routine matters” (as defined by NYSE rules) on which it has discretion to vote. The NYSE currently considers only Proposal 43 — the proposal to ratify the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 20182020 — to be a "routine“routine matter."” The following proposals are considered "non-routine matters"“non-routine matters” under the NYSE rules: •the election to the Board of the 1112 director nominees named in this proxy statement;
•the proposal to approve the 2018 Performance Incentive Plan; and
•the proposal to approve, on an advisory basis, the compensation of our NEOs. Accordingly, if your shares are held in "street name"“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"“brokernon-votes” on each of the other proposals at the Annual Meeting. These brokernon-votes will not be counted in determining the outcome of any of the other proposals. How are abstentions treated?
For the election of directors, you may vote "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. For purposes of the proposals regarding the vote to approve the 2018 Plan, the vote to approve, on an advisory basis, 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, 2018,2020, abstentions are treated as present and entitled to vote. Therefore, with respect to each of these proposals, abstentions have the effect of votes "AGAINST"“AGAINST” the proposal. What percentage of stock do the directors and executive officers own?
As of the record date, our directors and executive officers owned approximately one percent of our shares of common stock in the aggregate that are entitled to vote at the Annual Meeting.
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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. We may conduct 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 $19,500 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 do I obtain a separate set of proxy materials if I share an address with other stockholders?
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 20172019 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: ALLIANCE ADVISORS, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003 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. Does our Board have any recommendations with respect to the listed proposals?
Our Board recommends you vote: (1) "FOR" the Board's 11 nominees for director; (2)"FOR" the approval of the 2018 Plan; (3) "FOR" the approval, on an advisory basis, of the compensation of our NEOs; and (4) "FOR" the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2018.
Where can I find the voting results of the Annual Meeting?
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 onForm 8-K with the SEC within four business days after the Annual Meeting, we intend to file with the SEC a Current Report onForm 8-K to disclose preliminary voting results and, within four business days after the final results are known, we will file an amendment to thatForm 8-K to disclose the final voting results.
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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
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003 Stockholders May Call Toll-Free:855-325-6671 STOCKHOLDER PROPOSALS 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'sstockholder’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 20192021 annual meeting of stockholders, the notice must be delivered or mailed to and received by our Corporate Secretary betweenat our principal executive offices not later than the close of business on December 29, 2020 nor earlier than the close of business on January 1, 2019 and January 31, 2019.28, 2021. 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 20192021 annual meeting of stockholders may do so by following the procedures prescribed inRule 14a-8 under the Exchange Act. The proposal must be received by us at our principal executive offices not later than November 21, 201819, 2020 in order to be considered for inclusion in our proxy materials for the 20192021 annual meeting of stockholders.
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GENERAL INFORMATION 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 onForm 10-K filed with the SEC for the fiscal year ended December 31, 20172019 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 Chief Legal Officer at our address indicated on the first page of this proxy statement. 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. | | | | | By Order of the Board of Directors |
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 | | | Arnold A. Pinkston
Chief Legal Officer and Corporate Secretary |
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Irvine, California
March 21, 2018 |
Table of Contentsthe Board of Directors
Francis Aaron Henry Chief Legal Officer and Corporate Secretary Irvine, California March 19, 2020 CORPORATE SOCIAL RESPONSIBILITY CORPORATE SOCIAL RESPONSIBILITY |
CorporateAt CoreLogic, corporate social responsibility is not just the‘the right thing to do at CoreLogic, it'sdo’, it’s an essential enabler of bringing our vision of— powering the global real estate economy, to life, one household at a time.
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 our efforts to make a difference in the communities where we live and work. Our dedication to our communities includes global programs that draw on our people, products and resources to strengthen financial empowerment. We believe that access to education, financial literacy, and safe and affordable housing contribute to financial independence. Investment in our communities.One of our CORE values is to make a meaningful difference through engagement in the communities where we live and work through engagement.work. We strive to support our communities through partnerships (including Operation HOPE, Marine Corps Scholarship Foundation, Habitat for Humanity, American Heart Association, and the Boys & Girls Clubs of America), programs and initiatives that arebuilt-to-last. We encourage our employees to give back through volunteerism and we contribute through direct andin-kind giving. giving, including providing our employees with up to 16 hours of paid time off annually for volunteer service. Commitment to a positive, diverse and inclusive experience for all employees. Diversity and inclusion are integral contributors to 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.We are committed to maximizing the potential of our employees, our communities and the value we create for our stockholders. Diversity and inclusion are integral contributors to our business and workplace environment. We believe that fostering a respectful, rewarding, and inclusive culture is critical to winning in the workplace, in the marketplace and in the community. We demonstrate this by:
| | | | | ➢ | | Setting measurable goals that advance our vision of leveraging the leadership, collaboration and contributions of our talented workforce to deliver unique property insights that power the global real estate economy; |
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Deploying industry-leading talent acquisition, development and career growth programs that elevate high-potential diverse talent; |
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Acquiring a broad and varied candidate pool of top-tier talent through targeted alliances with outreach partners including organizations focused on ethnic diversity, women and military veterans; |
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Sponsoring employee-led networks that inspire personal and professional development and serve as conduits for diversity initiatives; |
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Encouraging and supporting mentoring opportunities to champion talent and broaden development opportunities for our workforce; and |
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Holding ourselves accountable for delivering on our goals through effective governance. |
Deploying industry-leading talent acquisition, development and career growth programs that elevate high-potential, diverse talent; Acquiring a broad and varied candidate pool oftop-tier talent through targeted alliances with outreach partners including organizations focused on ethnic diversity, women and military veterans; Sponsoringemployee-led networks that inspire personal and professional development and serve as conduits for diversity initiatives and driving an inclusive culture; Partnering with and supporting schools and organizations to provide access to formal education, training and experiences that inspire and promote interest in future data and technology roles; Encouraging and supporting mentoring opportunities to champion talent and broaden development opportunities for our workforce; and Holding ourselves accountable for delivering on our goals through effective governance. 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 onboarding and training 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 in bridging community and business goals to discover strategic solutions on a global stage and to continue to explore innovative ways to drive societal progress that strengthens our communities and influences positive and lasting change. Commitment to Environmental Matters in Our Real Estate Footprint. Approximately 60% of our North American operating footprint is within LEED certified facilities, and our primaryoff-shore facilities are equivalently certified.
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APPENDIX A – UNAUDITED RECONCILIATION OFNON-GAAP ADJUSTED NUMBERS
FINANCIAL MEASURES
This proxy statement contains certainnon-GAAP financial measures, such as adjusted EBITDA, adjusted EPS and FCF, which are provided only as supplemental information. The Company uses thesenon-GAAP adjusted financial measures to evaluate the Company'sCompany’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, stockshare-based compensation,non-operating gains/losses, and other adjustments. Adjusted EPS is defined as diluted income from continuing operations, net of tax per diluted share, adjusted for stockshare-based compensation, amortization of acquisition-related intangibles,non-operating gains/losses, and other adjustments; tax affected atand assumes an assumed effective tax rate of 26%, 35%25% and 36%26% for 2018, 20172019 and 2016,2018, 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 Investors should consider thesenon-GAAP financial measures toonly in conjunction with the most directly comparable GAAP financial measures. Thesenon-GAAPmeasures is included below.are not in accordance with or a substitute for U.S. GAAP. Other firms may calculatenon-GAAP measures differently than CoreLogic, which limits comparability between companies. CORELOGIC, INC.
RECONCILIATION OF ADJUSTED EBITDA
UNAUDITED | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, 2017 | |
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(in thousands)
| | PIRM
| | UWS
| | Corporate
| | Elim
| | CoreLogic
| |
|---|
| | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations | | $ | 86,988 | | $ | 222,928 | | $ | (160,382 | ) | | 0 | | $ | 149,534 | | Income taxes | | | 0 | | | 0 | | | 17,438 | | | 0 | | | 17,438 | | Depreciation and amortization | | | 99,558 | | | 57,397 | | | 20,851 | | | 0 | | | 177,806 | | Interest expense | | | 1,721 | | | 944 | | | 59,159 | | | 0 | | | 61,824 | | Share-based compensation | | | 5,952 | | | 5,990 | | | 23,925 | | | 0 | | | 35,867 | | Non-operating losses | | | 12,341 | | | 9,606 | | | 6,568 | | | 0 | | | 28,515 | | Efficiency investments | | | 0 | | | 2,220 | | | 1,604 | | | 0 | | | 3,824 | | Transaction costs | | | 0 | | | 779 | | | 3,747 | | | 0 | | | 4,526 | | Amortization of acquired intangibles included in equity in earnings of affiliates | | | 625 | | | 204 | | | 0 | | | 0 | | | 829 | | | | | | | | | | | | | | | | | | | | Adjusted EBITDA | | $ | 207,185 | | $ | 300,068 | | $ | (27,090 | ) | | 0 | | $ | 480,163 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, 2016 | |
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(in thousands)
| | PIRM
| | UWS
| | Corporate
| | Elim
| | CoreLogic
| |
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| | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations | | $ | 105,349 | | $ | 237,767 | | $ | (233,170 | ) | | 0 | | $ | 109,946 | | Income taxes | | | 0 | | | 0 | | | 55,537 | | | 0 | | | 55,537 | | Depreciation and amortization | | | 101,196 | | | 53,823 | | | 17,559 | | | 0 | | | 172,578 | | Interest expense | | | 2,393 | | | 1,709 | | | 56,238 | | | 0 | | | 60,340 | | Share-based compensation | | | 9,782 | | | 8,557 | | | 21,510 | | | 0 | | | 39,849 | | Non-operating (gains)/losses | | | (7,475 | ) | | 17,874 | | | 42,783 | | | 0 | | | 53,182 | | Efficiency investments | | | 0 | | | 0 | | | 1,446 | | | 0 | | | 1,446 | | Transaction costs | | | 39 | | | 2,709 | | | 4,111 | | | 0 | | | 6,859 | | Amortization of acquired intangibles included in equity in earnings of affiliates | | | 625 | | | 2,265 | | | 0 | | | 0 | | | 2,890 | | | | | | | | | | | | | | | | | | | | Adjusted EBITDA | | $ | 211,909 | | $ | 324,704 | | $ | (33,986 | ) | | 0 | | $ | 502,627 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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UNAUDITED | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, 2019 | | (in thousands) | | PIRM | | | UWS | | | Corporate | | | Elim | | | CoreLogic | | Net income/(loss) from continuing operations | | $ | 68,750 | | | $ | 218,034 | | | $ | (219,934 | ) | | $ | — | | | $ | 66,850 | | Income taxes | | | — | | | | — | | | | 9,375 | | | | — | | | | 9,375 | | Depreciation and amortization | | | 102,586 | | | | 55,738 | | | | 29,392 | | | | — | | | | 187,716 | | Interest expense, net | | | 37 | | | | 269 | | | | 75,851 | | | | — | | | | 76,157 | | Share-based compensation | | | 6,746 | | | | 6,763 | | | | 22,783 | | | | — | | | | 36,292 | | Impairment loss | | | — | | | | 47,912 | | | | — | | | | — | | | | 47,912 | | Non-operating losses | | | 3,961 | | | | 8,466 | | | | 13,739 | | | | — | | | | 26,166 | | Efficiency investments | | | 3,526 | | | | 6,501 | | | | 29,561 | | | | — | | | | 39,588 | | Transaction costs | | | 6,448 | | | | 359 | | | | 392 | | | | — | | | | 7,199 | | Amortization of acquired intangibles included in equity in earnings of affiliates | | | 306 | | | | — | | | | — | | | | — | | | | 306 | | Adjusted EBITDA | | $ | 192,360 | | | $ | 344,042 | | | $ | (38,841 | ) | | $ | — | | | $ | 497,561 | |
| | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, 2018 | | (in thousands) | | PIRM | | | UWS | | | Corporate | | | Elim | | | CoreLogic | | Net income/(loss) from continuing operations | | $ | 102,725 | | | $ | 238,424 | | | $ | (218,698 | ) | | $ | — | | | $ | 122,451 | | Income taxes | | | — | | | | — | | | | 46,187 | | | | — | | | | 46,187 | | Depreciation and amortization | | | 103,343 | | | | 65,381 | | | | 23,272 | | | | — | | | | 191,996 | | Interest expense, net | | | 735 | | | | 305 | | | | 72,934 | | | | — | | | | 73,974 | | Share-based compensation | | | 5,421 | | | | 7,885 | | | | 23,890 | | | | — | | | | 37,196 | | Impairment loss | | | — | | | | 7,721 | | | | — | | | | — | | | | 7,721 | | Non-operating gains | | | (17,220 | ) | | | — | | | | (2,483 | ) | | | — | | | | (19,703 | ) | Efficiency investments | | | 2,143 | | | | 1,058 | | | | 17,802 | | | | — | | | | 21,003 | | Transaction costs | | | 6,559 | | | | — | | | | 4,792 | | | | — | | | | 11,351 | | Amortization of acquired intangibles included in equity in earnings of affiliates | | | 909 | | | | — | | | | — | | | | — | | | | 909 | | Adjusted EBITDA | | $ | 204,615 | | | $ | 320,774 | | | $ | (32,304 | ) | | $ | — | | | $ | 493,085 | |
CORELOGIC, INC.
RECONCILIATION OF ADJUSTED EPS
UNAUDITED | | | | | | | | | | | | For the Year Ended December 31, | | (diluted income per share) | | 2019 | | | 2018 | | Net income from continuing operations | | $ | 0.83 | | | $ | 1.49 | | Share-based compensation | | | 0.45 | | | | 0.45 | | Non-operating losses/(gains) | | | 0.32 | | | | (0.24 | ) | Efficiency investments | | | 0.49 | | | | 0.26 | | Impairment loss | | | 0.59 | | | | 0.09 | | Transaction costs | | | 0.09 | | | | 0.14 | | Depreciation and amortization of acquired software and intangibles | | | 0.89 | | | | 0.93 | | Amortization of acquired intangibles included in equity in earnings of affiliates | | | — | | | | 0.01 | | Income tax effect on adjustments | | | (0.83 | ) | | | (0.41 | ) | Adjusted EPS | | $ | 2.83 | | | $ | 2.72 | |
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| | For the Year Ended December 31, | |
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| | 2017 | | 2016 | |
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Income from continuing operations, net of tax | | $ | 1.75 | | $ | 1.23 | | Share-based compensation | | | 0.42 | | | 0.45 | | Non-operating losses | | | 0.33 | | | 0.60 | | Efficiency investments | | | 0.04 | | | 0.02 | | Transaction costs | | | 0.05 | | | 0.08 | | Depreciation and amortization of acquired software and intangibles | | | 0.82 | | | 0.72 | | Amortization of acquired intangibles included in equity in earnings of affiliates | | | 0.01 | | | 0.03 | | Income tax effect on adjustments | | | (1.05 | ) | | (0.71 | ) | | | | | | | | | | Adjusted EPS | | $ | 2.37 | | $ | 2.42 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CORELOGIC, INC.
RECONCILIATION TOOF FREE CASH FLOW
UNAUDITED | | | | | (in thousands) | | For the Year Ended December 31, 2019 | | Net cash provided by operating activities — continuing operations | | $ | 389,023 | | Purchases of property and equipment | | | (91,572 | ) | Purchases of capitalized data and other intangible assets | | | (40,019 | ) | Free cash flow | | $ | 257,432 | |
| | | | | (in thousands) | | For the Year Ended December 31, 2018 | | Net cash provided by operating activities — continuing operations | | $ | 355,118 | | Purchases of property and equipment | | | (62,304 | ) | Purchases of capitalized data and other intangible assets | | | (35,075 | ) | Free cash flow | | $ | 257,739 | |
| | | | | (in thousands)
| | For the Year Ended
December 31, 2017 | |
|---|
Net cash provided by operating activities — continuing operations | | $ | 379,930 | | Purchases of property and equipment | | | (40,508 | ) | Purchases of capitalized data and other intangible assets | | | (34,990 | ) | | | | | | | Free Cash Flow | | $ | 304,432 | | | | | | | | | | | | | | | | | | | |
| | | | | (in thousands)
| | For the Year Ended
December 31, 2016 | |
|---|
Net cash provided by operating activities — continuing operations | | $ | 414,003 | | Purchases of property and equipment | | | (45,211 | ) | Purchases of capitalized data and other intangible assets | | | (35,507 | ) | | | | | | | Free Cash Flow | | $ | 333,285 | | | | | | | | | | | | | | | | | | | |
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APPENDIX B
CORELOGIC, INC.
2018 PERFORMANCE INCENTIVE PLAN
1.PURPOSE OF PLAN
The purpose of this CoreLogic, Inc. 2018 Performance Incentive Plan (this "Plan") of CoreLogic, Inc., a Delaware corporation (the "Corporation"), is to promote the success of the Corporation by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected participants with the interests of the Corporation's stockholders.
2.ELIGIBILITY
The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An "Eligible Person" is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation's eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the "Securities Act"), the offering and sale of shares issuable under this Plan by the Corporation or the Corporation's compliance with any other applicable laws. An Eligible Person who has been granted an award (a "participant") may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, "Subsidiary" means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation; and "Board" means the Board of Directors of the Corporation.
3.PLAN ADMINISTRATION
3.1.The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The "Administrator" means the Board or one or more committees (or subcommittees, as the case may be) appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other applicable law, to one or more officers of the Corporation, its authority under this Plan. The Board or another committee (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.
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3.2.Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within any express limits on the authority delegated to that committee or person(s)), including, without limitation, the authority to:
(a)determine eligibility and, from among those persons determined to be eligible, determine the particular Eligible Persons who will receive an award under this Plan;
(b)grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons (in the case of securities-based awards), determine the other specific terms and conditions of awards consistent with the express limits of this Plan, establish the installment(s) (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance-based exercisability or vesting requirements, determine the circumstances in which any performance-based goals (or the applicable measure of performance) will be adjusted and the nature and impact of any such adjustment, determine the extent (if any) to which any applicable exercise and vesting requirements have been satisfied, establish the events (if any) on which exercisability or vesting may accelerate (which may include, without limitation, retirement and other specified terminations of employment or services, or other circumstances), and establish the events (if any) of termination, expiration or reversion of such awards;
(c)approve the forms of any award agreements (which need not be identical either as to type of award or among participants);
(d)construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, make any and all determinations under this Plan and any such agreements, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;
(e)cancel, modify, or waive the Corporation's rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;
(f)accelerate, waive or extend the vesting or exercisability, or modify or extend the term of, any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a retirement or other termination of employment or services, or other circumstances) subject to any required consent under Section 8.6.5;
(g)adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise waive or change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6 (and subject to the no repricing provision below);
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(h)determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator's action to approve the award (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action approving the award);
(i)determine whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof and take any other actions contemplated by Section 7 in connection with the occurrence of an event of the type described in Section 7;
(j)acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration (subject to the no repricing provision below); and
(k)determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which such value will be determined.
3.3Prohibition on Repricing. Notwithstanding anything to the contrary in Section 3.2 and except for an adjustment pursuant to Section 7.1 or a repricing approved by stockholders, in no case may the Administrator (1) amend an outstanding stock option or SAR to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award.
3.4Binding Determinations. Any determination or other action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan (or any award made under this Plan) and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys' fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time. Neither the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, nor the Corporation or any of its Subsidiaries, shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail to meet the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to ISOs, should any other award(s) fail to qualify for any intended tax treatment, should any award grant or other action with respect thereto not satisfy Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or otherwise for any tax or other liability imposed on a participant with respect to an award.
3.5Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.
3.6Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.
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4.SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS
4.1Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan shall be shares of the Corporation's authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares. For purposes of this Plan, "Common Stock" shall mean the common stock of the Corporation and such other securities or property asmay become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.
4.2Aggregate Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the "Share Limit") is equal to the sum of the following:
(1)3,300,000 shares of Common Stock, plus
(2)the number of shares of Common Stock available for additional award grant purposes under the Corporation's Amended and Restated 2011 Performance Incentive Plan (the "2011 Plan") as of the date of stockholder approval of this Plan (the "Stockholder Approval Date") and determined immediately prior to the termination of the authority to grant new awards under the 2011 Plan as of the Stockholder Approval Date, plus
(3)the number of any shares subject to stock options granted under the 2011 Plan or the Corporation's 2006 Incentive Compensation Plan (the "2006 Plan") and outstanding on the Stockholder Approval Date which expire, or for any reason are cancelled or terminated, after the Stockholder Approval Date without being exercised (which, for purposes of clarity, shall become available for award grants under this Plan on a one-for-one basis), plus
(4)the number of any shares subject to restricted stock and restricted stock unit awards granted under the 2011 Plan or the 2006 Plan that are outstanding and unvested on the Stockholder Approval Date that are forfeited, terminated, cancelled or otherwise reacquired by the Corporation without having become vested, provided that in order to take the Full-Value Award ratio below into account, each share subject to any such award shall be credited as two (2) shares when determining the number of shares that shall become available for new awards under this Plan.
provided that in no event shall the Share Limit exceed 17,039,725 shares (which is the sum of the 3,300,000 shares set forth above, plus the number of shares available under the 2011 Plan for additional award grant purposes as of the Effective Date (as such term is defined in Section 8.6.1), plus the aggregate number of shares subject to awards previously granted and outstanding under the 2011 Plan or the 2006 Plan as of the Effective Date, with any shares subject to restricted stock and restricted stock unit awards outstanding under the 2011 Plan or the 2006 Plan being taken into account based on the share-counting ratio for such awards under clause (4) above).
Shares issued in respect of any "Full-Value Award" granted under this Plan shall be counted against the foregoing Share Limit as two (2) shares for every one share issued in connection with such award. (For example, if a stock bonus of 100 shares of Common Stock is granted under this Plan, 200 shares shall be counted against the Share Limit in connection with that award.) For this purpose, a "Full-Value Award" means any award that isnot a stock option grant or a stock appreciation right grant.
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4.3Additional Share Limits. The following limits also apply with respect to awards granted under this Plan. These limits are in addition to, not in lieu of, the aggregate Share Limit in Section 4.2.
(a)The maximum number of shares of Common Stock that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is 1,000,000 shares.
(b)The maximum number of shares of Common Stock subject to those options and stock appreciation rights that are granted under this Plan during any one calendar year to any one individual is 1,000,000 shares.
(c)Awards that are granted under this Plan during any one calendar year to any person who, on the grant date of the award, is a non-employee director are subject to the following limits. The maximum number of shares of Common Stock subject to those awards that are granted under this Plan during any one calendar year to an individual who, on the grant date of the award, is a non-employee director is the number of shares that produces a grant date fair value for the award that, when combined with the grant date fair value of any other awards granted under this Plan during that same calendar year to that individual in his or her capacity as a non-employee director, is $500,000; provided that this limit is $750,000 as to (1) a non-employee director who is serving as the Non-Executive Board Chairman or as a lead independent director at the time the applicable grant is made or (2) any new non-employee director for the calendar year in which the non-employee director is first elected or appointed to the Board. For purposes of this Section, a "non-employee director" is an individual who, on the grant date of the award, is a member of the Board who is not then an officer or employee of the Corporation or one of its Subsidiaries. For purposes of this Section, "grant date fair value" means the value of the award as of the date of grant of the award and as determined using the equity award valuation principles applied in the Corporation's financial reporting. The limits of this Section apply on an individual basis and not on an aggregate basis to all non-employee directors as a group.
4.4Share-Limit Counting Rules. The Share Limit shall be subject to the following provisions of this Section 4.4:
(a)Except as provided in Section 4.4(c) below, shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan.
(b)To the extent that shares of Common Stock are delivered pursuant to the exercise of a stock appreciation right granted under this Plan, the number of underlying shares as to which the exercise related shall be counted against the Share Limit. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised in full at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be counted against the Share Limit with respect to such exercise.)
(c)Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any stock option or stock appreciation right granted under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the tax withholding obligations related to any stock option or stock appreciation right granted under this Plan, shall be counted against the Share Limit
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and shall not be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any Full-Value Award granted under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the statutory minimum tax withholding obligations (but not any additional tax withholding obligations) related to any Full-Value Award granted under this Plan, shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan, provided that any one (1) share so exchanged or withheld in connection with any Full-Value Award shall be credited as two (2) shares when determining the number of shares that shall again become available for subsequent awards under this Plan if, upon grant, the shares underlying the related Full-Value Award were counted as two (2) shares against the Share Limit.
(d)In addition, shares that are exchanged by a participant or withheld by the Corporation after the Stockholder Approval Date as full or partial payment in connection with any Full-Value Award granted under the 2011 Plan or 2006 Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries after the Stockholder Approval Date to satisfy the tax withholding obligations related to any Full-Value Award granted under the 2011 Plan or 2006 Plan, shall be available for new awards under this Plan, provided that any one (1) share so exchanged or withheld in connection with any Full-Value Award granted under the 2011 Plan or the 2006 Plan shall be credited as two (2) shares when determining the number of shares that shall become available for new awards under this Plan.
(e)To the extent that an award granted under this Plan is settled in cash or a form other than shares of Common Stock, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan.
(f)In the event that shares of Common Stock are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Corporation pays a dividend, and 100 shares are delivered in payment of those rights with respect to that dividend, 200 shares (after giving effect to the Full-Value Award premium counting rules) shall be counted against the Share Limit).
(g)The Corporation may not increase the Share Limit by repurchasing shares of Common Stock on the market (by using cash received through the exercise of stock options or otherwise).
Refer to Section 8.10 for application of the share limits of this Plan, including the limits in Sections 4.2 and 4.3, with respect to assumed awards. Each of the numerical limits and references in Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment as contemplated by Section 4.3, Section 7 and Section 8.10. The share limits of Section 4.3 shall be applied on a one-for-one basis without applying the Full-Value Award premium counting rule taken into account in determining the Share Limit.
4.5No Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the Administrator, no fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may be purchased or exercised as to awards (or any particular award) granted under this Plan unless
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(as to any particular award) the total number purchased or exercised is the total number at the time available for purchase or exercise under the award.
5.AWARDS
5.1Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:
5.1.1Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an "ISO") or a nonqualified stock option (an option not intended to be an ISO). The agreement evidencing the grant of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.4.
5.1.2Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term "subsidiary" is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. If an otherwise-intended ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified stock option.
5.1.3Stock Appreciation Rights. A stock appreciation right or "SAR" is a right to receive a payment, in cash and/or Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR is exercised over the "base price" of the award, which base price shall be set forth in the applicable award agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The maximum term of a SAR shall be ten (10) years.
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5.1.4Other Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock bonuses, restricted stock, performance stock, stock units, restricted stock units, deferred shares, phantom stock or similar rights to purchase or acquire shares, whether at a fixed or variable price (or no price) or fixed or variable ratio related to the Common Stock, and any of which may (but need not) be fully vested at grant or vest upon the passage of time, the occurrence of one or more events, the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) cash awards. The types of cash awards that may be granted under this Plan include the opportunity to receive a payment for the achievement of one or more goals established by the Administrator, on such terms as the Administrator may provide, as well as discretionary cash awards. Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided, however, that dividend equivalent rights may not be granted as to a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents as to the unvested portion of a restricted stock award that is subject to performance-based vesting requirements or the unvested portion of a stock unit award that is subject to performance-based vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event the applicable performance-based vesting requirements are not satisfied.
5.2Award Agreements. Each award shall be evidenced by a written or electronic award agreement or notice in a form approved by the Administrator (an "award agreement"), and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require.
5.3Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions (if any) as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares.
5.4Consideration for Common Stock or Awards. The purchase price (if any) for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods:
(a)services rendered by the recipient of such award;
(b)cash, check payable to the order of the Corporation, or electronic funds transfer;
(c)notice and third party payment in such manner as may be authorized by the Administrator;
(d)the delivery of previously owned shares of Common Stock;
(e)by a reduction in the number of shares otherwise deliverable pursuant to the award; or
(f)subject to such procedures as the Administrator may adopt, pursuant to a "cashless exercise" with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.
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In no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair market value. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant's ability to pay any purchase or exercise price of any award or shares by any method other than cash payment to the Corporation.
5.5Definition of Fair Market Value. For purposes of this Plan, "fair market value" shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for a share of Common Stock on the New York Stock Exchange (the "Exchange") for the date in question or, if no sales of Common Stock were reported on the Exchange on that date, the closing price (in regular trading) for a share of Common Stock on the Exchange for the next preceding day on which sales of Common Stock were reported on the Exchange. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) for a share of Common Stock on the Exchange on the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock on the Exchange for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded on the Exchange as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).
5.6Transfer Restrictions.
5.6.1Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.6 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.
5.6.2Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person's family members).
5.6.3Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.6.1 shall not apply to: (a) transfers to the Corporation (for example, in connection with the expiration or termination of the award);
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(b)the designation of a beneficiary to receive benefits in the event of the participant's death or, if the participant has died, transfers to or exercise by the participant's beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution;
(c)subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if received by the Administrator;
(d)if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative; or
(e)the authorization by the Administrator of "cashless exercise" procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and any limitations imposed by the Administrator.
5.7International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator from time to time. The awards so granted need not comply with other specific terms of this Plan, provided that stockholder approval of any deviation from the specific terms of this Plan is not required by applicable law or any applicable listing agency.
6.EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS
6.1General. The Administrator shall establish the effect (if any) of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries, is not a member of the Board, and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.
6.2Events Not Deemed Terminations of Employment. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall not be considered terminated in the case of: (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of any applicable maximum term of the award.
6.3Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as
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such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person's award(s) in connection with such transaction.
7.ADJUSTMENTS; ACCELERATION
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portion thereof that, by its terms, does not accelerate and vest in the circumstances) shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days' notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event).
(b)Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances.
(c)For purposes of this Section 7.2, an award shall be deemed to have been "assumed" if (without limiting other circumstances in which an award is assumed) the award continues after an event referred to above in this Section 7.2, and/or is assumed and continued by the surviving entity following such event (including, without limitation, an entity that, as a result of such event, owns the Corporation or all or substantially all of the Corporation's assets directly or through one or more subsidiaries (a "Parent")), and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the award, for each share of Common Stock subject to the award immediately prior to the event, the consideration (whether cash, shares, or other securities or property) received in the event by the stockholders of the Corporation for each share of Common Stock sold or exchanged in such event (or the consideration received by a majority of the stockholders participating in such event if the stockholders were offered a choice of consideration); provided, however, that if the consideration offered for a share of Common Stock in the event is not solely the ordinary common stock of a successor corporation or a Parent, the Administrator may provide for the consideration to be received upon exercise or payment of the award, for each share subject to the award, to be solely ordinary common stock of the successor corporation or a Parent equal in fair market value to the per share consideration received by the stockholders participating in the event.
(d)The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award. In the case of an option, SAR or similar right as to which the per share amount payable upon or in respect of such event is less than or equal to the exercise or base price of the award, the Administrator may terminate such award in connection with an event referred to in this Section 7.2 without any payment in respect of such award.
(e)In any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem an acceleration and/or termination to occur immediately prior to the applicable event and, in such circumstances, will reinstate the original terms of the award if an event giving rise to an acceleration and/or termination does not occur.
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(f)Without limiting the generality of Section 3.4, any good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding on all persons.
(g)The Administrator may override the provisions of this Section 7.2 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an event referred to in this Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.
8.OTHER PROVISIONS
8.1Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including, but not limited to, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.
8.2No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.
8.3No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee's status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person's compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.
8.4Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.
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8.5Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon any other tax withholding event with respect to any award, arrangements satisfactory to the Corporation shall be made to provide for any taxes the Corporation or any of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment. Such arrangements may include (but are not limited to) any one of (or a combination of) the following:
(a)The Corporation or one of its Subsidiaries shall have the right to require the participant (or the participant's personal representative or beneficiary, as the case may be) to pay or provide for payment of the amount of any taxes which the Corporation or one of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment.
(b)The Corporation or one of its Subsidiaries shall have the right to deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant's personal representative or beneficiary, as the case may be) the amount of any taxes which the Corporation or one of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment.
(c)In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy any applicable withholding obligation on exercise, vesting or payment.
8.6Effective Date, Termination and Suspension, Amendments.
8.6.1 Effective Date. This Plan is effective as of March 7, 2018, the date of its approval by the Board (the "Effective Date"). This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the Effective Date. Unless earlier terminated by the Board and subject to any extension that may be approved by stockholders, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated termination date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.
8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.
8.6.3 Stockholder Approval. To the extent then required by applicable law or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to stockholder approval.
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8.6.4 Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the no-repricing provision of Section 3.3.
8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.
8.7Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.
8.8Governing Law; Severability.
8.8.1 Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the State of Delaware, notwithstanding any Delaware or other conflict of law provision to the contrary.
8.8.2 Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.
8.9Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.
8.10Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect adjustments giving effect to the assumption or substitution consistent with any conversion applicable to the common stock (or the securities otherwise subject to the award) in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted or assumed by an acquired company (or previously granted or assumed by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection
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with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.
8.11Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.
8.12No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect, or restrict in any way the right or power of the Corporation or any Subsidiary (or any of their respective shareholders, boards of directors or committees thereof (or any subcommittees), as the case may be) to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, (f) any other award, grant, or payment of incentives or other compensation under any other plan or authority (or any other action with respect to any benefit, incentive or compensation), or (g) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action. Awards need not be structured so as to be deductible for tax purposes.
8.13Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant's compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans, arrangements or authority of the Corporation or its Subsidiaries.
8.14Clawback Policy. The awards granted under this Plan are subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).
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From San Diego: Take 1-5I-5 north, transition to 1-405I-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 1-5I-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 1-5I-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-PROXY2018-0218-00
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40 Pacifica, Ste. 900
Irvine, CA 92618
corelogic.com | | | | 29-PROXY2020-0320-00 | | NYSE: CLGX | 29-PROXY2017-0217-00 | | © 20172020 CoreLogic, Inc. All rights reserved.
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ANNUAL MEETING OF STOCKHOLDERS | | |
April 28, 2020, 2:00 p.m. Pacific Time May 1, 2018, 2:00 p.m. Pacific Time
This proxy is solicited by CoreLogic’s Board of Directors. |
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The undersigned stockholder(s) of CoreLogic, Inc. hereby revoke(s) all previously granted proxies and appoint(s) Frank D. Martell and Arnold A. Pinkston,Francis Aaron Henry, 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 1, 2018,April 28, 2020, 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 AND “FOR” PROPOSALS 2 3 AND 4.3. YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY | YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
Continued and to be signed and dated on reverse side |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May 1, 2018.April 28, 2020. The Notice of Annual Meeting and Proxy Statement and our 20172019 Annual Report to Stockholders are available at:http://www.viewproxy.com/CoreLoqic/2018CoreLogic/2020
| | | | | 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 Recommendsrecommends a Votevote FOR each of the Nomineesnominees in Proposal 1 and FOR Proposals 2 3 and 4.3. | | Please mark
your votes
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| | 1. Election of directors: | | FOR | | AGAINST | | ABSTAIN | | | | | 01 J. David Chatham | | ☐ | | ☐ | | ☐ | | | | | 02 Douglas C. Curling | | ☐ | | ☐ | | ☐ | | | | | 03 John C. Dorman | | ☐ | | ☐ | | ☐ | | | | | 04 Paul F. Folino | | ☐ | | ☐ | | ☐ | | | | | 05 Frank D. Martell | | ☐ | | ☐ | | ☐ | | | | | 06 Claudia Fan Munce | | ☐ | | ☐ | | ☐ | | | | | 07 Thomas C. O’Brien | | ☐ | | ☐ | | ☐ | | | | | 08 Vikrant Raina | | ☐ | | ☐ | | ☐ | | | | | 09 J. Michael Shepherd | | ☐ | | ☐ | | ☐ | | | | | 10 Jaynie Miller Studenmund | | ☐ | | ☐ | | ☐ | | | | | 11 David F. Walker | | ☐ | | ☐ | | ☐ | | | | | 12 Mary Lee Widener | | ☐ | | ☐ | | ☐ | | |
1. Election of directors:
2. | FOR
| AGAINST
| ABSTAIN
| | | 2. To approve the CoreLogic, Inc. 2018 Performance Incentive Plan.
oFORoAGAINSToABSTAIN
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers.
oFORoAGAINSTo
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☐ FOR ☐ AGAINST ☐ ABSTAIN | 3. | 4. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2020.
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☐ FOR ☐ AGAINST ☐ ABSTAIN 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. I plan on attending the meeting☐ 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. 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.
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.
| | | 01 J. David Chatham
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| | | 02 Douglas C. Curling
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| | | 03 John C. Dorman
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| | | 04 Paul F. Folino
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| | | 05 Frank D. Martell
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| | | 06 Claudia Fan Munce
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| | | 07 Thomas C. O’Brien
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| | | 08 Vikrant Raina
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| | | 09 Jaynie Miller Studenmund
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| | | 10 David F.Walker
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| | | 11 Mary Lee Widener
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| | | | | | | | | | | | | | | | | | | | DO NOT PRINT IN THIS AREA
(Shareholder Name & Address Data)
| | | | | | | | | | | | | | | | | | Date: | | | | | | | | | | | | | | | | | | | Signature | | | | | | | | | | | | | | | | | | Signature (if held jointly) | | | | | | | | | | | | |
CONTROL NUMBER  
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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 available through 11:59 P.M. Eastern Daylight Time on April 30, 2018.27, 2020. | | | | | | | | | | | | | | 
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| | INTERNET | | | | TELEPHONE | | | |  INTERNETMAIL
| Vote Your Proxy on the Internet:
Go towww.AALvote.com/CLGX | | | | Vote Your Proxy by Phone: Call 1 (866) 804-9616 | | | | Vote Your Proxy by Mail: | 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 mail back your proxy card.
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