the consummation of a merger or consolidation of NIus with any other corporation, unless NIour stockholders prior to such transaction will hold at least 50% of the voting power of the surviving or acquiring entity.
Notwithstanding the provisions of the 2015 Incentive Plan, with respect to PRSUs, ifIf a change in control occurs before the last day of the performance period, and such PRSUs are accelerated, rather than vesting based on our TSR relative to the Index during the performance period, the number of PRSUs eligible to vest will equal 100% of the target number of PRSUs. The number of PRSUs so determined will be scheduled to vest in equal monthly installments following the change in control over the remainder of the original performance period.
Following any assumption or substitution of any equity awards, if the employment of an employee is terminated without “cause” (as defined in the 2015 Incentive Plan) within 24 months following the change in control of NI, then the vesting of such employee’s award will immediately accelerate and the restricted stock, RSUs and PRSU awards will immediately become fully vested. No PRSUs were awarded prior to 2019.
If a Change in Control had occurred as of December 31, 20192020 that resulted in the acceleration under the terms of outour equity incentive plans and equity award agreements of all unvested awards outstanding as of such date, the value of such accelerated awards based on the Applicable Price for our Named Executive Officers would have been as set forth in the table below:
Potential Value of Equity Awards Upon a Change of Control
| Alexander M. Davern | | | $6,927,840 | | | $2,244,020 | |
| Eric H. Starkloff | | | 4,802,330 | | | 703,903 | |
| Karen M. Rapp | | | 1,609,174 | | | 550,674 | |
| Scott A. Rust | | | 2,353,638 | | | 359,128 | |
| John C. Roiko | | | 587,468 | | | 71,809 | |
| Eric H. Starkloff | | | $ 7,158,573 | | | $ 5,145,198 | |
| Karen M. Rapp | | | 1,728,028 | | | 1,259,452 | |
| Jason E. Green | | | 2,087,545 | | | 491,425 | |
| Scott A. Rust | | | 2,075,374 | | | 765,830 | |
| Carla Pineyro Sublett | | | 1,357,219 | | | 368,569 | |
| Alexander M. Davern | | | 156,251 | | | — | |
(1)
| No PRSUs were awarded prior to 2019. |
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our President and CEO for fiscal year 2019, Alex Davern.
For 2019, our last completed fiscal year, we have estimated the medianmajority of the annual2020, Eric H. Starkloff, who was serving in that position at December 31, 2020, and whose total compensation is annualized for purposes of all employees of our company (other than our CEO), was $49,581; and the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $8,487,974.
Based on this information, for fiscal year 2019, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of employees was 171 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.disclosure.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:
We selected December 6, 2017,31, 2020, the date of the most recent and validated global employee data file, as the date upon which we identified the median employee. We used the same median employee as last year because we believe there has been no change in our employee population or employee compensation arrangements during 2019 that would significantly impact the pay ratio disclosure.
We identified the “median employee” by taking all employees, excluding our President and CEO and the other excluded groups described below, and ranking them based on annualized U.S. dollar equivalent direct compensation, including the value of stock awards, and converting the base salary and bonus payouts in local currency utilizing the latest exchange rate table provided by our finance team.
In performing our analysis, we excluded those individuals that perform work for us but are paid by a third-party. The total number of U.S. and non-U.S. employees used for our de minimis calculation was 7,035. We then excluded employees in those countries that representedhad less than 0.5% of our total global population.75 employees. The total number of employees subject to this exclusion equaled 4.6%4.5% of our total global population, as permitted by the applicable SEC de minimis rule. The jurisdictions from which those employees are being excluded, and the approximate number of employees excluded from each jurisdiction, are as follows: Singapore, 51; Italy, 50; Mexico, 39; Ireland, 25; Belgium, 22; Brazil, 21; Philippines, 20; Russian Federation, 18; Canada, 10; Sweden, 9; Netherlands, 8; Switzerland, 7; Austria, 5; Lebanon, 34, Canada, 31, Sweden, 29, Netherlands, 27, Ireland, 24, Australia, 22, Switzerland, 22, Philippines, 20, Spain, 18, Finland, 16, Poland, 14, Belgium, 12, Israel, 11, Thailand, 11,5; Colombia, 4; Czech Republic, 10,4; Hong Kong, 10, Austria, 9,4; Thailand, 4; Denmark, 3; Poland, 3; Spain, 2; Vietnam, 2; Finland, 1; and Indonesia, 9, Colombia, 8, Turkey, 8, South Africa, 7, Denmark, 5, Viet Nam, 5, Egypt, 3, Slovenia, 3, Chile, 2, New Zealand, 2, and Norway, 2. The total number of U.S. and non-U.S.1.