☐ | Preliminary Proxy Statement. | |||||
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☐ | Definitive Additional Materials. | |||||
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Notice of 2021 Annual Meeting of Shareholders and Proxy Statement
2021 Annual Meeting of Shareholders Tuesday, February
This past
As the leader of a Company I’ve loved since first coming to work at Aramark decades agoOrganic Revenue increased 15% and having the opportunity to rejoin in October of last year, it became clear that we needed to marshal the strength and resources of our entire organization—from the Board16%, respectively, compared to the frontlines—to move quicklyprior year, and take the measures necessary to weather the crisis, while ensuring the safety of our employeesboth Operating Income and everyone we serve.
I am incredibly proud of our teams around the globe for their passion, resilience and ability to provide innovative solutions to serve clients in their greatest time of need. Their heroic actions and extraordinary work ignited our ability to rapidly adapt and ensure continuity of service. As a result, I truly believe we are a stronger organization today, with aAdjusted Operating Income (AOI) grew at more clearly defined purpose, that ultimately will create a brighter future for our valued employees, partners and shareholders.
Fiscal 2020 Review
Our business transformation strategies over the past year—and most notably since COVID—have resulted in:
Leadership and organizational changes that advance execution of our initiatives;
Strengthened client and supplier relationships;
Renewed entrepreneurial spirit with a growth mindset;
Investments in accelerated growth;
Effective management of our flexible business model across a diverse portfolio; and
Delivering positive cash flow since the bond issuance in Aprilthan twice those rates, resulting in our ability to maintain cash availability of $2.6 billion at significant AOI margin expansion;
Importantly,
AtUniform Services business—now its own public company called Vestis—was a major milestone right after the end of ourthe fiscal year, and we had $2.6 billionexpect it to result in cash availability with no significant debt maturities until 2023. Our ability to quickly resizeenhanced performance and value creation for both organizations as we each pursue our flexible business model enabled us to manage through evendistinct strategic visions.
Beyond financials, I am very proud of our efforts to more clearly define Aramark’s purpose. We formedspin-off complete, Aramark enters a new Executive Diversity Council,era solely focused on food and facilities, empowered by our 262,550 dedicated, hospitality-driven, customer-centric team members across the globe.
We also named Ash Hanson, Chief Diversity & Sustainability Officer to lead the strategy and governance of Aramark’s 2025 sustainability plan—issues, guided by our Be Well. Do Well—which is focusedWell. ESG plan. Each year we identify and track our progress and our results in sustainability, DEI, and community involvement. In fiscal 2023, our achievements included:
Aramark’s Pandemic Response
Our resolve has been tested during the pandemic and I truly believe that we are a stronger organization today than we were 12 months ago. Our managers are nimbler and more creative. They have had to figure out how to serve large groups of people when large groups cannot gather. They have had to devise entirely new systems for hygiene andSupplier Diversity;
The same is true for our front-line team members. They are the true heroes here. Day in and day out, they serve other heroes in this pandemic: hospital staff and other essential workers—all the people who must be in contact with others to do their jobs.
We are exceptionally proud of our participation in the launch of NYC Healthcare Heroes, a citywide philanthropic program to support the heroic efforts of the more than 100,000 healthcare professionals on the front lines combatting the COVID-19 pandemic at its initial U.S. epicenter. The program—launchedHBCU Emerging Leaders Program in partnership with the Mayor’sThurgood Marshall College Fund, which focuses on career exploration and professional development for students at Historically Black Colleges and Universities; and
We have countless other initiatives and stories of individual team members stepping up in selfless ways. When viewed collectively, Aramark is playing a significant role as a key enabler in the broader recovery and I am eager forreduce our organization to continue to give back to the communities we serve. Notable highlights over the past year include:
Served over 65 million meals to students across hundreds of school districts;
Opened 400 pop-up convenience and grocery locations for frontline healthcare workers;
Redeployed our Uniform Services production lines to manufacture tens of millions of essential personal protective equipment (PPE) for the heroes working in hospitals and other critical roles;
Donated 250,000 masks to the American Red Cross and over 175,000 pounds of food and other resources to local community organizations;
Partnered with the Urban League to provide meals during the summer to community members in several cities across the country; and
Mobilized our emergency relief and large-scale event expertise to aid temporary field hospital operations in various cities.
Focus on Future
I am grateful for our exceptional teams around the globe who demonstrate, day in and day out, an unwavering commitment to best serve our employees, clients and communities. The pandemic has forced us to question almost every practice and process in our business. That inquiry, in turn, unleashed immense energy and an ownership culture inside the organization. It has prompted our people to think more expansively about the way we serve our clients. From robotic capabilities and new applications in food delivery to autonomous grab-and-go convenience locations and cash-less, contact-free payment options, our teams quickly adapted service offerings to create seamless experiences for clients in the new environment.
I’m confident that this shift will create shareholder value in the future as standards for hygiene and safety rise, and outsourcing of these critical, more demanding services accelerates. Now, more than ever, our clients need Aramark’s expertise.
It is science that ensures safety, and we intend to lead the way with programs like EverSafe™, the Aramark platform that supports the safe reopening and sustainable management of client locations. Developed with Jefferson Health,carbon footprint according to recommendations from the Centers for Disease Control and Prevention and the World Health Organization, EverSafe is a set of standards and practices, augmented with artificial intelligence and robotics, to minimize risks of infection.
It has truly been an extraordinary year since my return to Aramark. All of us have been tested in ways we never expected. Looking ahead, we remain highly committed to building Aramark’s growth paradigm and our belief in the Company’s success has never been stronger. It is with this passion and focus in mind that I have no doubt of our promising future.
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John Zillmer |
PROPOSAL 1. | To elect the | |||||
PROPOSAL 2. | To consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as Aramark’s independent registered public accounting firm for the fiscal year ending | |||||
PROPOSAL 3. | To hold a non-binding advisory vote on executive | |||||
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By Order of the Board of Directors, | |||||
Harold B. Dichter | |||||
Secretary |
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Annex-1 |
Proposal | Board’s Recommendation | |||||
Proposal 1. Election of | FOR Each Director Nominee | |||||
Proposal 2. Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for | FOR | |||||
Proposal 3. Advisory Approval of Executive Compensation (page | FOR | |||||
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2021
Date and Time: | Tuesday, | |||||
Record Date: | December 8, 2023 | |||||
Place: | ||||||
| Meeting live via the internet – please visit www.virtualshareholdermeeting.com/ |
1 |
PROPOSAL SUMMARY
What Are You Voting On?
We are asking our shareholders to elect 12 director nominees listed below to serve on the Board for a one-year term. Information about the Board and each director nominee is included in this section.
Voting Recommendation
The Board recommends that you vote “FOR” each director nominee listed below. After consideration of the individual qualifications, skills and experience of each of our director nominees and his or her prior contributions to the Board, if applicable, it believes a Board composed of the 12 director nominees would be well-balanced and effective.
The Board, upon recommendation from the Nominating, Governance and Corporate Responsibility Committee (the “Nominating Committee”), has nominated 12 directors for election at the Annual Meeting. Each of the directors elected at the annual meeting will hold office until the annual meeting of shareholders to be held in 2022 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification.
Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” each of the director nominees presented below. If, at the time of the meeting, one or more of the director nominees has become unavailable to serve, shares represented by proxies will be voted for the remaining director nominees and for any substitute director nominee or nominees designated by the Board of Directors, unless the size of the Board is reduced. The Board knows of no reason why any of the director nominees will be unavailable or unable to serve. Proxies cannot be voted for a greater number of persons than the director nominees listed.
The Board of Directors recommends a vote "FOR" each nominee for director
PROPOSAL SUMMARY What Are You Voting On? We are asking our shareholders to elect 10 director nominees listed below to serve on the Board of Directors for a one-year term. Information about the Board and each director nominee is included in this section. Voting Recommendation The Board recommends that you vote “FOR” each director nominee listed below. After consideration of the individual qualifications, skills and experience of each of our director nominees and his or her prior contributions to the Board, if applicable, it believes a Board composed of the 10 director nominees would be well-balanced and effective. The Board, upon recommendation from the Nominating, Governance and Corporate Responsibility Committee (the “Nominating Committee”), has nominated 10 directors for election at the Annual Meeting. Each of the directors elected at the Annual Meeting will hold office until the Annual Meeting of Shareholders to be held in 2025 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” each of the director nominees presented below. If, at the time of the meeting, one or more of the director nominees has become unavailable to serve, shares represented by proxies will be voted for the remaining director nominees and for any substitute director nominee or nominees designated by the Board of Directors, unless the size of the Board is reduced. The Board knows of no reason why any of the director nominees will be unavailable or unable to serve. Proxies cannot be voted for a greater number of persons than the director nominees listed. | |||||||||||||||||
The Board of Directors recommends a vote “FOR” each nominee for director |
2 |
Director | Age |
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| Current Committee Memberships | ||||||||||
Susan M. Cameron | 65 |
| Former Chairman and Chief Executive Officer, Reynolds American Inc. | Compensation and Human Resources Nominating, Governance and Corporate | ||||||||||
Greg Creed | 66 |
| Former Chief Executive Officer, Yum! Brands, Inc. | Finance and Technology Compensation and Human Resources | ||||||||||
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Brian M. DelGhiaccio | 50 | Executive Vice President,
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Bridgette P. Heller | 62 |
| Founder and Chief Executive Officer, The Shirley Procter Puller Foundation |
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Finance and
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Technology Nominating, Governance and Corporate | |||||||||||
Kenneth M. Keverian | 66 | Former Chief Strategy Officer, IBM Corporation | Audit Finance and Technology | |||||||||||
Karen M. King | 67 |
| Former Executive Vice President, Chief Field Officer, McDonald’s Corp. | Audit Finance and Technology | ||||||||||
Patricia E. Lopez | 62 | Former Chief Executive Officer, High Ridge Brands Co. | Audit Compensation and Human Resources | |||||||||||
Stephen I. Sadove | 72 |
| Former Chairman and Chief Executive Officer, Saks Incorporated | Compensation and Human Resources Nominating, Governance and Corporate | ||||||||||
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Kevin G. Wills | 58 | Chief Financial Officer,
| Audit
Finance and
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John J. Zillmer | 68 |
| Chief Executive Officer, Aramark | None | ||||||||||
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3 |
8, 2023.
Board Diversity Matrix | ||||||||
Total Number of Directors | 10 | |||||||
Part I: Gender Identity | Female | Male | ||||||
Directors | 4 | 6 | ||||||
Part II: Demographic Background | ||||||||
African American or Black | 1 | 0 | ||||||
Hispanic or Latinx | 1 | 0 | ||||||
White | 2 | 6 | ||||||
Part III: Tenure (avg. 3.4 years) | ||||||||
0-3 Years | 5 | |||||||
4-6 Years | 4 | |||||||
7+ Years | 1 |
Tenure 8 0-3 years 2 4-6 years 2 7+ years 3yrs. Average Tenure DIVERSITY 42% diversity 4 Women / 3 Racially/Ethnically Diverse
Strategy Development Experience driving strategy direction and growth of an organization ARMK and related Related Industry Experience knowledge of or experience in on or more of the Companys specific industries (e.g., food, facilities management and uniform services) Accounting & Finance Experience or expertise in financial accounting and reporting or the financial management of a major organization C-Suite Leadership Experience serving in a senior leadership role of a major organization (e.g., Chief Financial Officer, General Counsel, President, or Division Head) CEO Leadership Experience serving as the Chief Executive Officer of a major organization compensation, Human Resources & Culture Experience or expertise in human resources and fostering Organizational goals, values and behaviors Supply Chain Experience in the large-scale procurement and distribution of goods for an enterprise Disruptive Risk and Innovation Experience or expertise in preparing for and responding to natural or man made business disruptions Public Company Board Service Experience as a board member of another publicly-traded company Corporate Finance & Capital Markets Experience in capital structure strategy, corporate debt, capital market transactions, private equity or investment banking IT & Cyber Security Experience or expertise in information technology or the use of digital media or technology to facilitate business objectives International Operations Experience doing business internationally Traditional and Digital Marketing & sales Experience in creating, communicating and delivering offerings of goods and services for customers and clients through either traditional or digital means M&A and Business Development Experience and involvement with significant mergers and acquisitionsss
Strategy Development | Disruptive Risk and Innovation | ||||||||||
Experience driving strategic direction and growth of an organization | Experience or expertise in preparing for and responding to natural or man made business disruptions | ||||||||||
ARMK and Related Industry Experience | Public Company Board Service | ||||||||||
Knowledge of or experience in one or more of the Company's specific industries (e.g., food and facilities management) | Experience as a board member of another publicly-traded company | ||||||||||
Accounting & Finance | Corporate Finance & Capital Markets | ||||||||||
Experience or expertise in financial accounting and reporting or the financial management of a major organization | Experience in capital structure strategy, corporate debt. capital market transactions, private equity or investment banking | ||||||||||
C-Suite Leadership | IT & Cyber Security | ||||||||||
Experience serving in a senior leadership role of a major organization (e.g., Chief Financial Officer, General Counsel, President, or Division Head) | Experience or expertise in information technology or the use of digital media or technology to facilitate business objectives | ||||||||||
CEO Leadership | International Operations | ||||||||||
Experience serving as the Chief Executive Officer of a major organization | Experience doing business internationally | ||||||||||
Compensation, Human Resources & Culture | Traditional and Digital Marketing & Sales | ||||||||||
Experience or expertise in human resources and fostering organizational goals, values and behaviors | Experience in creating, communicating and delivering offerings of goods and services for customers and clients through either traditional or digital means | ||||||||||
Supply Chain | M&A and Business Development | ||||||||||
Experience in the large-scale procurement and distribution of goods for an enterprise | Experience and involvement with significant mergers and acquisitions |
4 |
SKILLS, EXPERIENCE AND BACKGROUND STRATEGY DEVELOPMENT 100% DISRUPTIVE RISK AND INNOVATION 58% CEO LEADERSHIP 42% TRADITIONAL AND DIGITAL MARKETING & SALES 67% M&A AND BUSINESS DEVELOPMENT 75% ARMK AND RELATED INDUSTRY BACKGROUND 58% PUBLIC COMPANY BOARD SERVICE 92% ACCOUNTING & FINANCE 83% IT & CYBER SECURITY 50% INTERNATIONAL OPERATIONS 67% SUPPLY CHAIN 58% C-SUITE LEADERSHIP 92% COMPENSATION, HUMAN RESOURCES & CULTURE 83% CORPORATE FINANCE & CAPITAL MARKETS 58% 12 Director Nominee
SKILLS, EXPERIENCE AND BACKGROUND | ||||||||||||||||||||
10 Director Nominees | STRATEGY DEVELOPMENT | 100% | ||||||||||||||||||
DISRUPTIVE RISK AND INNOVATION | 60% | |||||||||||||||||||
ARMK AND RELATED INDUSTRY BACKGROUND | 70% | |||||||||||||||||||
PUBLIC COMPANY BOARD SERVICE | 80% | |||||||||||||||||||
ACCOUNTING & FINANCE | 80% | |||||||||||||||||||
CORPORATE FINANCE & CAPITAL MARKETS | 40% | |||||||||||||||||||
C-SUITE LEADERSHIP | 100% | |||||||||||||||||||
IT & CYBER SECURITY | 30% | |||||||||||||||||||
CEO LEADERSHIP | 60% | |||||||||||||||||||
INTERNATIONAL OPERATIONS | 80% | |||||||||||||||||||
COMPENSATION, HUMAN RESOURCES & CULTURE | 90% | |||||||||||||||||||
TRADITIONAL AND DIGITAL MARKETING & SALES | 70% | |||||||||||||||||||
SUPPLY CHAIN | 60% | |||||||||||||||||||
M&A AND BUSINESS DEVELOPMENT | 80% | |||||||||||||||||||
5 |
Director since: 2019 | Age: 65 | ||||||||||||||||
Former Chairman and Chief Executive Officer, Reynolds American Inc. | |||||||||||||||||
Biography: Susan M. Cameron most recently served as the Non-Executive Chairman of Reynolds American Inc. from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its President and Chief Executive Officer and member of the board of directors from 2014 to December 2016 and 2004 to 2011. Prior to that, Ms. Cameron held various marketing, management and executive positions at Brown & Williamson Tobacco Corporation, a U.S. tobacco company. She currently serves as a director of nVent Electric plc and Tupperware Brands Corporation. Ms. Cameron previously served as a director of Reynolds American Inc. and R.R. Donnelley & Sons Company. Skills & Qualifications: Ms. Cameron’s experience as a public company CEO, her experience on the boards of other public companies and her considerable experience in the marketing for international name-brand consumer products companies enable her to provide key leadership and strategic perspectives to the Board. | |||||||||||||||||
Experience Highlights: | |||||||||||||||||
CEO Leadership, Public Company Board Service, C-Suite Leadership, Compensation, Human Resources & Culture, Marketing & Sales, Strategy Development | |||||||||||||||||
Independent Director Aramark Committees: | |||||||||||||||||
Compensation & Human Resources (Chair); Nominating, Governance and Corporate Responsibility | |||||||||||||||||
Other Public Boards: | |||||||||||||||||
Tupperware Brands Corporation, nVent Electric plc |
Susan M. Cameron Director since: 2019 Age: 62 Former Chairman and Chief Executive Officer, Reynolds American, Inc. Biography: Susan M. Cameron most recently served as the Non-Executive Chairman of Reynolds American Inc. from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its President and Chief Executive Officer and member of the board of directors from 2014 to December 2016 and 2004 to 2011. Prior to that, Ms. Cameron held various marketing, management and executive positions at Brown & Williamson Tobacco Corporation, a U.S. tobacco company. She currently serves as a director of nVent Electric plc and Tupperware Brands Corporation. Ms. Cameron previously served as a director of Reynolds American Inc., and R.R. Donnelley & Sons Company. Skills & Qualifications: Ms. Cameron's experience as a public company CEO, her experience on the boards of other public companies and her considerable experience in the marketing for international name-brand consumer products companies enable her to provide key leadership and strategic perspectives to the Board. Experience Highlights: CEO Leadership, Public Company Board Service, C-Suite Leadership, Compensation, Human Resources & Culture, Marketing & Sales, Strategy Development Independent Director Aramark Committees:Compensation & Human Resources (Chair); Nominating, Governance and Corporate Responsibility Other Public Boards:Tupperware Brands Corporation, nVent Electric plc
Greg Creed Director since: 2020 Age: 63 Former Chief Executive Officer, Yum! Brands, Inc. Biography: Greg Creed most recently served as the Chief Executive Officer of YUM! Brands, Inc. from January 2015 to January 1, 2020, its Chief Executive Officer of Taco Bell Division from 2011 to 2014, and as President and Chief Concept Officer of Taco Bell U.S. from 2007 to 2011 after holding various other positions with the company since 1994. Mr. Creed currently serves as a director of Whirlpool Corporation and privately-held NetBase/Quid. He previously served as a director of YUM! Brands, Inc. and International Game Technology. Skills & Qualifications: Mr. Creed's expertise as a public company CEO for a leading global operator of quick service restaurants will allow him to contribute key insights and strategic leadership to the Board. His international experience will also be very valuable to the Board. Experience Highlights: CEO Leadership, Public Company Board Service, Related Industry Experience, C-Suite Leadership, Strategy Development, International Operations, Traditional and Digital Marketing & Sales Independent Director Aramark Committees: Compensation & Human Resources; Finance Other Public Boards: Whirlpool Corporation
Greg Creed | Director since: 2020 | Age: 66 | |||||||||||||||
Former Chief Executive Officer, Yum! Brands, Inc. | |||||||||||||||||
Biography: Greg Creed most recently served as the Chief Executive Officer of YUM! Brands, Inc. from January 2015 to January 1, 2020, its Chief Executive Officer of Taco Bell Division from 2011 to 2014, and as President and Chief Concept Officer of Taco Bell U.S. from 2007 to 2011 after holding various other positions with the company since 1994. Mr. Creed currently serves as a director of Whirlpool Corporation, Delta Air Lines, Inc., and privately-held NetBase/Quid. He previously served as a director of YUM! Brands, Inc. and Sow Good Inc. Skills & Qualifications: Mr. Creed’s expertise as a public company CEO for a leading global operator of quick service restaurants allows him to contribute key insights and strategic leadership to the Board. His international experience is also very valuable to the Board. | |||||||||||||||||
Experience Highlights: | |||||||||||||||||
CEO Leadership, Public Company Board Service, Related Industry Experience, C-Suite Leadership, Strategy Development, International Operations, Marketing & Sales | |||||||||||||||||
Independent Director Aramark Committees: | |||||||||||||||||
Compensation & Human Resources; Finance and Technology (Chair) | |||||||||||||||||
Other Public Boards: | |||||||||||||||||
Whirlpool Corporation, Delta Air Lines, Inc. |
6 |
Experience Highlights: C-Suite Leadership, Strategy Development, Supply Chain, Public Company Board Service Independent Director Aramark Committees: Audit; Finance Other Public Boards: Cardinal Health, Inc., Target Corporation Calvin Darden Director since: 2018 Age: 70 Former Senior Vice President, U.S. Operations, United Parcel Service, Inc. Biography: Calvin Darden most recently served as the Chief Executive Officer and Chairman of Darden Petroleum & Energy Solutions. LLC, a national distributor and regional provider of refined petroleum products and bio fuels founded from 2015 to 2019. From 1995 to 2005, Mr. Darden served as Senior Vice President, U.S. Operations of United Parcel Service, Inc. Mr. Darden had a 33-year career with UPS where he served in a variety of senior leadership voles. Mr. Darden currently serves as a director of Target Corporation and Cardinal Health, Inc. Mr. Darden served on the board of directors of Coca-Cola Enterprises, Inc. (now known as Coca-Cola European Partners Plc) from 2004 to 2016. Skills & Qualifications: Mr. Darden's expertise in supply chain networks, logistics and other operational matters is highly valuable to the Board. In addition. Mr. Darden's senior management experience for many years in a high-headcount business with a significant customer service element provides important insights to the Board. Mr. Darden's service on a number of public company boards is also valuable to the Board as it relates to governance and similar matters.
Experience Highlights: CEO Leadership, C- Suite Leadership, Related Industry Experience, Strategy Development, M&A & Business Development, Marketing & Sales, Public Company Board Service Independent Director Aramark Committees: Compensation & Human Resources; Nominating, Governance and Corporate Responsibility Other Public Boards: Kellogg Company, Lowe's Companies, Inc., PulteGroup, Inc. Richard W. Dreiling Director since: 2016 Age: 67 Former Chairman and Chief Executive Officer, Dollar General Corporation Biography: Richard Dreiling is the former Chairman and Chief Executive Officer of Dollar General Corporation, serving as Chief Executive Officer from January 2008 until June 2015 and Chairman of the board of directors from December 2008 until January 2016. Before joining Dollar General, Mr. Dreiling served as Chief Executive Officer, President and a director of Duane Reade Holdings, Inc. and Duane Reade Inc., from November 2005 until January 2008, and as Chairman of the Board of Duane Reade from March 2007 until January 2008. Prior to that, Mr. Dreiling, beginning in March 2005, served as Executive Vice President — Chief Operating Officer of Longs Drug Stores Corporation, an operator of a chain of retail drug stores on the West Coast and Hawaii, after having joined Longs in July 2003 as Executive Vice President and Chief Operations Officer. From 2000 to 2003, Mr. Dreiling served as Executive Vice President — Marketing, Manufacturing and Distribution at Safeway, Inc. Prior to that, Mr. Dreiling served from 1998 to 2000 as President of Vons, a southern California food and drug division of Safeway. Mr. Dreiling is a director of Kellogg Company, Lowe's Companies, Inc., and PulteGroup, Inc. Skills & Qualifications: Mr. Dreiling's over 40 years of retail industry experience at all operating levels has added significant value to the Board. Mr. Dreiling has served as Chief Executive Officer of a large public company and brings to the Board very valuable insight and leadership attributes as a result of that experience.
Brian M. DelGhiaccio | Director since: New Nominee | Age: 50 | |||||||||||||||
Executive Vice President and Chief Financial Officer, Republic Services, Inc. | |||||||||||||||||
Biography: Brian DelGhiaccio is currently Executive Vice President and Chief Financial Officer of Republic Services, Inc., and has been in such position since 2020. Prior to that, Mr. DelGhiaccio served as Executive Vice President and Chief Transformation Officer from 2019 to 2020. Before that, Mr. DelGhiaccio served Senior Vice President, Business Transformation from 2017 to 2019, Senior Vice President, Finance from 2014 to 2017 and as Vice President, Investor Relations from 2012 to 2014. Prior to his time at Republic Services, Mr. DelGhiaccio was a senior consultant with Arthur Andersen. Skills & Qualifications: Mr. DelGhiaccio’s executive experience as a Chief Financial Officer will enable him to provide our Board with knowledgeable perspectives on accounting and auditing matters as well as strategic planning and mergers & acquisitions. | |||||||||||||||||
Experience Highlights: | |||||||||||||||||
C-Suite Leadership, Accounting & Finance, Corporate Finance & Capital Markets, IT & Cyber Security; M&A and Business Development, Strategy Development | |||||||||||||||||
Independent Director Aramark Committees: | |||||||||||||||||
New Nominee | |||||||||||||||||
Other Public Boards: | |||||||||||||||||
None |
Bridgette P. Heller | Director since: 2021 | Age: 62 | ||||||||||||||||||
Founder and Chief Executive Officer, The Shirley Procter Puller Foundation | ||||||||||||||||||||
Biography: Bridgette P. Heller is the founder and CEO of the Shirley Proctor Puller Foundation, a small non-profit committed to generating better educational outcomes for underserved children in St. Petersburg, Florida. Previously, Ms. Heller served as the Executive Vice President and President of Nutricia, the Specialized Nutrition Division of Danone from July 2016 to August 2019. From 2010 to 2015, she served as Executive Vice President of Merck & Co., Inc. and President of Merck Consumer Care. Prior to joining Merck, Ms. Heller was President of Johnson & Johnson’s Global Baby Business Unit from 2007 to 2010 and President of its Global Baby, Kids, and Wound Care business from 2005 to 2007. She also worked for Kraft Foods from 1985 to 2002, ultimately serving as Executive Vice President and General Manager for the North American Coffee Portfolio. Ms. Heller serves as a director of Dexcom, Inc., Integral Ad Science Holding Corp., Novartis AG, and privately-held Newman’s Own Inc. She previously served as a director of Tech Data Corporation and ADT Corporation. Skills & Qualifications: Ms. Heller’s substantial experience and expertise in the food and nutrition industries provides the Board with key insights on that significant portion of the Company’s business as well as consumer focused businesses generally. | ||||||||||||||||||||
Experience Highlights: | ||||||||||||||||||||
C-Suite Leadership, Strategy Development, Marketing & Sales, International Operations, Public Company Board Service | ||||||||||||||||||||
Independent Director Aramark Committees: | ||||||||||||||||||||
Finance and Technology; Nominating, Governance and Corporate Responsibility | ||||||||||||||||||||
Other Public Boards: | ||||||||||||||||||||
DexCom, Inc., Novartis AG, Integral Ad Science Corp. |
7 |
Director since: 2022 | Age: 66 | ||||||||||||||||
Former Chief Strategy Officer, IBM Corporation | |||||||||||||||||
Biography: Kenneth M. Keverian currently serves as a Senior Advisor to Boston Consulting Group and as advisor to several other companies. From 2014 until July 2020, Mr. Keverian was the Chief Strategy Officer of IBM Corporation. Prior to joining IBM Corporation, Mr. Keverian was a Senior Partner of Boston Consulting Group, where he served clients in the computing, transportation, consumer, retail, media and entertainment sectors from 1988 until 2014. Prior to that, he was a Development Team Leader for AT&T Bell Laboratories. Skills & Qualifications: Mr. Keverian’s extensive experience developing business strategies and executable plans for complex organizations, including over 30 years in the technology industry, provides important insights to the Board. | |||||||||||||||||
Experience Highlights: | |||||||||||||||||
C-Suite Leadership, Strategy Development, M&A and Business Development, IT and Cyber Security, R&D and Innovation, Disruptive Risk and Innovation | |||||||||||||||||
Independent Director Aramark Committees: | |||||||||||||||||
Audit; Finance and Technology | |||||||||||||||||
Other Public Boards: | |||||||||||||||||
None |
Irene M. Esteves Director since: 2015 Age: 61 Former Chief Financial Officer, Time Warner Cable Inc. Biography: Irene M. Esteves most recently served as Chief Financial Officer of Time Warner Cable Inc. from July 2011 to May 2013. She previously served as Executive Vice President and Chief Financial Officer of XL Group plc. Prior to that, Ms. Esteves was Senior Vice President and Chief Financial Officer of Regions Financial Corporation. She currently serves as a director of KKR Real Estate Finance Trust Inc., R.R. Donnelley & Sons Company, and Spirit AeroSystems Holdings Inc. and previously served as a director of Level 3 Communications, Inc. and tw telecom inc. Skills & Qualifications: Ms. Esteves' experience as a public company CFO and her over 20 years of experience overseeing global finance, risk management, and corporate strategy for U.S. and multi-national companies make her well qualified to serve on the Board. The Board has determined Ms. Esteves to be an audit committee financial expert and her accounting experience and skills are important to the Company. Experience Highlights: C-Suite Leadership, Corporate Finance & Capital Markets, M&A and Business Development, Accounting & Finance, Strategy Development, Disruptive Risk & Innovation Independent Director Aramark Committees: Audit; Finance (Chair) Other Public Boards: KKR Real Estate Finance Trust Inc., R.R. Donnelley & Sons Company, Spirit AeroSystems Holdings Inc.
Daniel J. Heinrich Director since: 2013 Age: 64 Former Executive Vice President and Chief Financial Officer, The Clorox Company Biography: Daniel J. Heinrich most recently served as Executive Vice President and Chief Financial Officer at The Clorox Company from June 2009 to November 2011. He started with Clorox in 2001 as Vice President and Controller and served in that role until 2003. In 2003, he became Vice President and Chief Financial Officer and in 2009 he became Senior Vice President and Chief Financial Officer. Prior to joining Clorox, his roles included Senior Vice President and Treasurer of Transamerica Finance Corporation; Senior Vice President, Controller and Treasurer of Granite Management Company; Senior Vice President, Controller and Chief Accounting Officer of First Nationwide Bank; and as Senior Audit Manager at Ernst & Young LLP. Mr. Heinrich serves as a director of Edgewell Personal Care, Inc. (formerly Energizer Holdings, Inc.), Ball Corporation, and privately-held E. & J. Gallo Winery. He previously served as a director of Advanced Medical Optics and privately-held G3 Enterprises, Inc. Skills & Qualifications: The Board greatly values Mr. Heinrich's extensive financial and business background and his tenure as a public company CFO. The Board has determined Mr. Heinrich to be an audit committee financial expert and his accounting experience and skills are important to the Company. In addition, Mr. Heinrich brings to the Board significant experience on information technology issues. Experience Highlights: C-Suite Leadership, Strategy Development, Corporate Finance and Capital Markets, M&A and Business Development, Accounting & Finance, Public Company Board Service, IT and Cyber Security Independent Director Aramark Committees: Audit (Chair); Finance Other Public Boards: Edgewell Personal Care, Inc., Ball Corporation
Karen M. King | Director since: 2019 | Age: 67 | |||||||||||||||
Former Executive Vice President, Chief Field Officer, McDonald’s Corp. | |||||||||||||||||
Biography: Karen M. King is the former Executive Vice President, Chief Field Officer of McDonald’s Corp. from 2015 to 2016. Prior to that, Ms. King held various management and executive positions at McDonald’s Corp. since 1994, including having served as its Chief People Officer, President, East Division, Vice-President, Strategy and Business Development and General Manager and Vice President, Florida Region, among others. Skills & Qualifications: Ms. King’s substantial experience and expertise in field operations and talent development for a high head count business in the quick service food industry provides the Board with key insights and perspective on operations, consumer focused marketing and service delivery. | |||||||||||||||||
Experience Highlights: | |||||||||||||||||
C-Suite Leadership, Strategy Development, Related Industry Experience, Compensation, Human Resources & Culture, Marketing & Sales | |||||||||||||||||
Independent Director Aramark Committees: | |||||||||||||||||
Audit; Finance and Technology | |||||||||||||||||
Other Public Boards: | |||||||||||||||||
None |
8 |
Experience Highlights: C-Suite Leadership, Strategy Development, Marketing & Sales, International Operations, Public Company Board Service Independent Director Aramark Committees: New Nominee Other Public Boards: DexCom, Inc., Novartis Bridgette P. Heller Director since: New Nominee Age: 59 Founder and Chief Executive Officer, The Shirley Procter Puller Foundation Biography: Bridgette P. Heller is the founder and CEO of the Shirley Proctor Puller Foundation, a small non-profit committed to generating better educational outcomes for underserved children in St. Petersburg, Florida. Previously, Ms. Heller served as the Executive Vice President and President of Nutricia, the Specialized Nutrition Division of Danone from July 2016 to August 2019. From 2010 to 2015, she served as Executive Vice President of Merck & Co., Inc. and President of Merck Consumer Care. Prior to joining Merck, Ms. Heller was President of Johnson & Johnson's Global Baby Business Unit from 2007 to 2010 and President of its Global Baby, Kids, and Wound Care business from 2005 to 2007. She also worked for Kraft Foods from 1985 to 2002, ultimately serving as Executive Vice President and General Manager for the North American Coffee Portfolio. Ms. Heller serves as a director of Dexcom, Inc. and Novartis. She previously served as a director of Tech Data Corporation and ADT Corporation. Skills & Qualifications: Ms. Heller's substantial experience and expertise in the food and nutrition industries provides the Board with key insights on that significant portion of the Company's business as well as consumer focused businesses generally.
Experience Highlights: Strategy Development, Public Company Board Service, Corporate Finance & Capital Markets, M&A & Business Development, C-Suite Leadership, IT & Cybersecurity Independent Director Aramark Committees: Compensation & Human Resources; Nominating, Governance and Corporate Responsibility Other Public Boards: CSX Corporation Paul C. Hilal Director since: 2019 Age: 54 Founder and Chief Executive Officer, Mantle Ridge LP Biography: Paul C. Hilal is the Founder and Chief Executive Officer of Mantle Ridge LP. Prior to founding Mantle Ridge, Mr. Hilal was a Partner and Senior Investment Professional at Pershing Square Capital Management from 2006 to 2016. He serves as Vice Chairman on the board of directors of CSX Corporation. Mr. Hilal was formerly on the boards of three other public companies, including Canadian Pacific Railway Limited, where he chaired the Compensation Committee; Ceridan Corporation; and WorldTalk Communications, where he served as Chairman of the Board. Skills & Qualifications: Mr. Hilal's experience as a value investor, capital allocator, and engaged steward during corporate transformations, provides the Board with valuable financial acumen and experience. In addition, Mr. Hilal's experience on the boards of a number of public companies allows him to provide a key strategic perspective to the Board.
Patricia E. Lopez | Director since: 2022 | Age: 62 | ||||||||||||||||||
Former Chief Executive Officer, High Ridge Brands Co. | ||||||||||||||||||||
Biography: Patricia E. Lopez most recently served as Chief Executive Officer and member of the board of directors of High Ridge Brands Co., a Clayton, Dubilier & Rice Company, from 2017 until April 2020. Before joining High Ridge Brands Co., Ms. Lopez served as a Senior Vice President of The Estée Lauder Companies Inc. from 2015 until 2016 and Chief Marketing Officer of Avon Products, Inc. from 2012 until 2015. Prior to that, Ms. Lopez worked for The Procter & Gamble Company from 1983 to 2012, where she held various roles in the Latin America and United States before ultimately serving as Vice President and General Manager of Eastern Europe in Russia. Ms. Lopez currently serves as a director of Domino’s Pizza, Inc. and Express, Inc. Skills & Qualifications: Ms. Lopez’s diverse global business experience in both marketing and operations as well as her experience on the boards of other public companies provides key insights to the Board. | ||||||||||||||||||||
Experience Highlights: | ||||||||||||||||||||
C-Suite Leadership, Marketing & Sales, Strategy Development, International Operations | ||||||||||||||||||||
Independent Director Aramark Committees: | ||||||||||||||||||||
Audit; Compensation & Human Resources | ||||||||||||||||||||
Other Public Boards: | ||||||||||||||||||||
Domino’s Pizza, Inc., Express, Inc. |
Stephen I. Sadove | Director since: 2013 | Age: 72 | ||||||||||||||||||
Former Chairman and Chief Executive Officer, Saks Incorporated | ||||||||||||||||||||
Biography: Stephen I. Sadove is currently principal of Stephen Sadove & Associates and a founding partner of JW Levin Partners. He served as Chief Executive Officer of Saks Incorporated from 2006 until November 2013 and Chairman and CEO from May 2007 until November 2013. He was Chief Operating Officer of Saks from 2004 to 2006. Prior to joining Saks in 2002, Mr. Sadove was with Bristol-Myers Squibb Company from 1991 to 2002, first as President, Clairol from 1991 to 1996, then President, Worldwide Beauty Care from 1996 to 1997, then President, Worldwide Beauty Care and Nutritionals from 1997 to 1998, and finally, Senior Vice President and President, Worldwide Beauty Care. He was employed by General Foods Corporation from 1975 to 1991 in various managerial roles, most recently as Executive Vice President and General Manager, Desserts Division from 1989 until 1991. Mr. Sadove currently serves as a director of Colgate-Palmolive Company, Park Hotels & Resorts Inc., and Movado Group, Inc. and previously served as director of Ruby Tuesday, Inc., J.C. Penney Company, Inc. and privately-held Buy It Mobility. Skills & Qualifications: Mr. Sadove’s extensive knowledge of financial and operational matters in the retail industry, including as to technology matters, and his experience as a public company Chief Executive Officer are highly valuable to the Board. In addition, Mr. Sadove’s service on a number of public company boards provides important insights to the Board on governance and similar matters. | ||||||||||||||||||||
Experience Highlights: | ||||||||||||||||||||
CEO Leadership, C-Suite Leadership, Related Industry Experience, International Operations, Strategy Development, Marketing & Sales, Public Company Board Service | ||||||||||||||||||||
Independent Director Aramark Committees: | ||||||||||||||||||||
Compensation & Human Resources; Nominating, Governance and Corporate Responsibility (Chair) | ||||||||||||||||||||
Other Public Boards: | ||||||||||||||||||||
Colgate-Palmolive Company, Park Hotels & Resorts Inc., Movado Group, Inc. |
9 |
Director since: 2023 | Age: 58 | ||||||||||||||||
Chief Financial Officer, Authentic Brands Group | |||||||||||||||||
Biography: Kevin G. Wills is currently Chief Financial Officer of Authentic Brands Group. Prior to joining Authentic Brands Group, he served as Chief Financial Officer of Pilot Company, a private company, from 2019 to 2023, and Chief Financial Officer of Tapestry Incorporated, a publicly traded company, from 2017 to 2019. Mr. Wills was formerly an independent director of Tivity Health, for which he was the Audit Committee Chair for two years and the Chairman of the Board for five years. Skills & Qualifications: Mr. Wills executive experience as a Chief Financial Officer for several large companies provides the board with invaluable insights on accounting and auditing matters, strategy, corporate finance, and mergers and acquisitions. The Board has determined Mr. Wills to be an audit committee financial expert. | |||||||||||||||||
Experience Highlights: | |||||||||||||||||
Accounting & Finance, Compensation, Human Resources & Culture, Corporate Finance & Capital Markets, C-Suite Leadership, International Operations, M&A and Business Development, Public Company Board Service, Strategy Development | |||||||||||||||||
Independent Director Aramark Committees: | |||||||||||||||||
Audit; Finance and Technology | |||||||||||||||||
Other Public Boards: | |||||||||||||||||
None |
Karen M. King Director since: 2019 Age: 64 Former Executive Vice President, Chief Field Officer, McDonald's Corp. Biography: Karen M. King is the former Executive Vice President, Chief Field Officer of McDonald's Corp. from 2015 to 2016. Prior to that, Ms. King held various management and executive positions at McDonald's Corp. since 1994, including having served as its Chief People Officer, President, East Division, Vice-President, Strategy and Business Development and General Manager and Vice President, Florida Region, among others. Skills & Qualifications: Ms. King's substantial experience and expertise in field operations and talent development for a high head count business in the quick service food industry provides the Board with key insights and perspective on operations, consumer focused marketing and service delivery. Experience Highlights: C-Suite Leadership, Strategy Development, Related Industry Experience, Compensation, Human Resources & Culture, Marketing & Sales Independent Director Aramark Committees: Audit; Finance Other Public Boards: None
Stephen I. Sadove Director since: 2013 Age: 69 Former Chairman and Chief Executive Officer, Saks Incorporated Biography: Stephen I. Sadove is currently principal of Stephen Sadove & Associates and a founding partner of JW Levin Partners. He served as Chief Executive Officer of Saks Incorporated from 2006 until November 2013 and Chairman and CEO from May 2007 until November 2013. He was Chief Operating Officer of Saks from 2004 to 2006. Prior to joining Saks in 2002, Mr. Sadove was with Bristol-Myers Squibb Company from 1991 to 2002, first as President, Clairol from 1991 to 1996, then President, Worldwide Beauty Care from 1996 to 1997, then President, Worldwide Beauty Care and Nutritionals from 1997 to 1998, and finally, Senior Vice President and President, Worldwide Beauty Care. He was employed by General Foods Corporation from 1975 to 1991 in various managerial roles, most recently as Executive Vice President and General Manager, Desserts Division from 1989 until 1991. Mr. Sadove currently serves as a director of Colgate-Palmolive Company, Park Hotels & Resorts Inc., and Movado Group, Inc. and previously served as director of Ruby Tuesday, Inc., J.C. Penney Company, Inc. and privately-held Buy It Mobility. Skills & Qualifications: Mr. Sadove's extensive knowledge of financial and operational matters in the retail industry, including as to technology matters, and his experience as a public company Chief Executive Officer are highly valuable to the Board. In addition, Mr. Sadove's service on a number of public company boards provides important insights to the Board on governance and similar matters. Experience Highlights: CEO Leadership, C-Suite Leadership, Related Industry Experience, International Operations, Strategy Development, Marketing & Sales, Public Company Board Service Independent Director Aramark Committees: Compensation & Human Resources; Nominating, Governance and Corporate Responsibility Other Public Boards: Colgate Palmolive, Company, Park Hotels & Resorts Inc., Movado Group, Inc.
John J. Zillmer | Director since: 2019 | Age: 68 | |||||||||||||||
Chief Executive Officer, Aramark | |||||||||||||||||
Biography: John J. Zillmer has been our Chief Executive Officer (“CEO”) since October 2019. Prior to joining us, Mr. Zillmer served as Chief Executive Officer and Executive Chairman of Univar from 2009 until 2012. Prior to that, Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries from 2005 to 2008 and various positions at Aramark, including Vice President of Operating Systems, Regional Vice President, Area Vice President, Executive Vice President Business Dining Services, President of Business Services Group, President of International and President of Global Food and Support Services, from 1986 to 2005. Mr. Zillmer serves on the board of directors as Non-Executive Chairman of CSX Corporation, as well as a director of Ecolab, Inc. Mr. Zillmer was formerly on the board of directors of Veritiv Corporation, Performance Food Group (PFG) Company, Inc. and Reynolds American, Inc. Skills & Qualifications: Having served as our CEO since October 2019 and with over 30 years of experience in the managed food and services hospitality industry, including 23 years with Aramark, Mr. Zillmer’s extensive knowledge of the Company and the industries in which it is engaged are invaluable to the Board. In addition, Mr. Zillmer’s experience prior to joining Aramark as a Chief Executive Officer of two public companies provides key leadership experience and perspective and is greatly valued by the Board. | |||||||||||||||||
Experience Highlights: | |||||||||||||||||
CEO Leadership, Strategy Development, Industry Experience, International Operations, M&A and Business Development, Supply Chain, Public Company Board Service | |||||||||||||||||
Aramark Committees: | |||||||||||||||||
None | |||||||||||||||||
Other Public Boards: | |||||||||||||||||
CSX Corporation, Ecolab, Inc. |
10 |
Experience Highlights: C-Suite Leadership, Accounting & Finance, Corporate Finance & Capital Markets, M&A and Business Development, Strategy Development, Public Company Board Service Aramark Committees: Audit; Nominating, Governance and Corporate Responsibility (Chair) Other Public Boards: The Wendy's Company, Church & Dwight Co., Inc. Arthur B. Winkleblack Director since: 2019 Age: 63 Former Executive Vice President and Chief Financial Officer, H.J. Heinz Company Biography: Arthur B. Winkleblack most recently provided financial, strategic planning and capital markets consulting services for Ritchie Bros. Auctioneers, where he has served as Senior Advisor to the CEO from 2014 to 2019. From 2002 to 2013, he served as Executive Vice President and Chief Financial Officer of H.J. Heinz Company. From 1999 to 2001, Mr. Winkleblack worked at Indigo Capital as Acting Chief Operating Officer of Perform.com and Chief Executive Officer of Freeride.com. Prior to that, he served as Executive Vice President and Chief Financial Officer of C. Dean Metropoulos Group from 1998 to 1999, as Vice President and Chief Financial Officer of Six Flags Entertainment Corporation from 1996 to 1998 and as Vice President and Chief Financial Officer of Commercial Avionics Systems, a division of AlliedSignal, Inc., from 1994 to 1996. Previously, he held various finance, strategy and business planning roles at PepsiCo, Inc. from 1982 to 1994. Mr. Winkleblack currently serves as a director of The Wendy's Company and Church & Dwight Co., Inc. He previously served as a director of Performance Food Group (PFG) Company, Inc. and RTI International Metals. Skills & Qualifications: Mr. Winkleblack's executive experience enables him to provide our Board with knowledgeable perspectives on strategic planning, international operations and mergers & acquisitions. In addition, as a former public company CFO, he brings important insights on performance management, business analytics, capital structure, compliance and investor relations. The Board has determined Mr. Winkleblack to be an audit committee financial expert, and his governance skills are important to the Company.
Experience Highlights: CEO Leadership, Strategy Development, Industry Experience, International Operations, M&A & Business Development, Supply Chain, Public Company Board Service Aramark Committees: None Other Public Boards: CSX Corporation, Ecolab, Inc. John J. Zillmer Director since: 2019 Age: 65 Chief Executive Officer, Aramark Biography: John J. Zillmer has been our Chief Executive Officer ("CEO") since October 2019. Prior to joining us, Mr. Zillmer served as Chief Executive Officer and Executive Chairman of Univar from 2009 until 2012. Prior to that, Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries from 2005 to 2008 and various positions at Aramark, including Vice President of Operating Systems, Regional Vice President, Area Vice President, Executive Vice President Business Dining Services, President of Business Services Group, President of International and President of Global Food and Support Services, from 1986 to 2005. Mr. Zillmer serves on the board of directors as Non-Executive Chairman of CSX Corporation, as well as a director of Ecolab, Inc. Mr. Zillmer was formerly on the board of directors of Veritiv Corporation, Performance Food Group (PFG) Company, Inc. and Reynolds American Inc. Skills & Qualifications: Having served as our CEO since October 2019 and with over 30 years of experience in the managed food and services hospitality industry, including 23 years with Aramark, Mr. Zillmer's extensive knowledge of the Company and the industries in which it is engaged are invaluable to the Board. In addition, Mr. Zillmer's experience prior to joining Aramark as a Chief Executive Officer of two public companies provides key leadership experience and perspective and is greatly valued by the Board.
Pursuant to the Stewardship Framework Agreement, the Company had agreed to limit the size of On August 9, 2023, Mr. Hilal resigned from the Board and Mantle Ridge waived its right to eleven directors until October 6, 2022 and has agreed to permit Mr. Hilal to designate himself or another individual to be appointed to the Board during the term ofappoint a successor director under the Stewardship Framework Agreement. On December 14, 2020In addition, Mr. Winkleblack is not standing for election at the Company and Mantle Ridge amended the Stewardship Framework Agreement to increase the limit on the size of the Board prior to October 6, 2022 to twelve directors; provided that if at any time prior to October 6, 2022, any director (other than Mr. Hilal or his designee) ceases to serve on the Board, then the limit shall again be eleven directors.
Annual Meeting.
•A director’s or a director’s immediate family member’s ownership of five percent or less of the equity of an organization that has a relationship with Aramark;
•A director’s service as an executive officer or director of or employment by, or a director’s immediate family member’s service as an executive officer of, a company that makes payments to or receives payments from Aramark for property or services in an amount which, in any fiscal year, is less than the greater of $1 million or two percent of such other company’s consolidated gross revenues; or
11 |
•the effectiveness of the Board and its operations;
•the Board’s leadership structure;
board•Board composition, including the directors’ capabilities, experiences and knowledge;
•the quality of Board interactions; and
•the effectiveness of the Board’s committees.
Board by the independent third party.
Each of our four standing committees operates under a written charter approved by the Board. The charters of each of our standing committees are available in the Investor Relations section of our website at www.aramark.com.
12 |
Director | Audit Committee* | Compensation Committee | Finance Committee | Nominating Committee | ||||
John J. Zillmer |
|
|
|
| ||||
Susan M. Cameron |
| Chair |
| X | ||||
Greg Creed |
| X | X |
| ||||
Calvin Darden | X |
| X |
| ||||
Richard W. Dreiling |
| X |
| X | ||||
Irene M. Esteves | X#@ |
| Chair |
| ||||
Daniel J. Heinrich | Chair# |
| X |
| ||||
Paul C. Hilal, Vice Chairman |
| X |
| X | ||||
Karen M. King | X |
| X |
| ||||
Stephen I. Sadove, Chairman |
| X |
| X | ||||
Arthur B. Winkleblack | X# |
|
| Chair | ||||
Meetings in fiscal 2020 | 6 | 9 | 4 | 4 |
Director | Audit Committee* | Compensation Committee | Finance Committee | Nominating Committee | ||||||||||
John J. Zillmer | ||||||||||||||
Susan M. Cameron | Chair | X | ||||||||||||
Greg Creed | X | Chair | ||||||||||||
Bridgette P. Heller | X | X | ||||||||||||
Kenneth M. Keverian | X | X | ||||||||||||
Karen M. King | X | X | ||||||||||||
Patricia E. Lopez | X | X | ||||||||||||
Stephen I. Sadove, Chairman | X | Chair | ||||||||||||
Kevin G. Wills | X# | X | ||||||||||||
Arthur B. Winkleblack | Chair # | X | ||||||||||||
Meetings in fiscal 2023 | 10 | 6 | 4 | 5 |
|
|
|
13 |
Committee | Responsibilities | |||||
| ||||||
Audit Committee | •Prepares the audit committee report required by the U.S. Securities and Exchange Commission (the “SEC”) to be included in our proxy statement •Assists the Board in overseeing and monitoring the quality and integrity of our financial statements •Overseesthe Company’s management of enterprise risk and monitors our compliance with legal and regulatory requirements •Oversees the Company’s Information Technology ("IT") Security Program •Oversees the work of the internal auditors andthe qualifications, independence, and performance of our independent registered public accounting firm | |||||
Compensation and Human Resources Committee | •Sets our compensation program and compensation of our executive officers and recommends the compensation program for our directors •Monitors our incentive and equity-based compensation plans and reviews our contribution policy and practices for our retirement benefit plans •Prepares the compensation committee report required to be included in our proxy statement and annual report under the rules and regulations of the SEC •Oversees Human Capital Management and diversity and inclusion | |||||
Nominating, Governance and Corporate Responsibility Committee | •Identifies individuals qualified to become new members of the Board, consistent with criteria approved by the Board of Directors •Reviews the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next annual meeting of shareholders •Identifies Board members qualified to fill vacancies on any Board committee and recommends that the Board appoint the identified member or members to the applicable committee •Reviews the succession planning for the Chief Executive Officer •Reviews and recommends to the Board applicable corporate governance guidelines •Oversees the evaluation of the Board and handles such other matters that are specifically delegated to the Committee by the Board from time to time •Oversees the Company’s Environmental, Social and Governance activities except for those matters specifically reserved for other committees | |||||
| ||||||
Finance and Technology Committee | •Reviewsour long-term business and financial strategies and plans •Reviews with management and recommends to the Board our overall financial plans, including operating budget, capital expenditures, acquisitions and divestitures, securities issuances, incurrences of debt and the performance of our retirement benefit plans and recommends to the Board specific transactions involving these matters •Approves certain financial commitments and acquisitions and divestitures by the Company up to specified levels •Reviews and advises the Board on the Corporation’s technology strategy, including related to IT |
14 |
("ESG")
goals. The Vice President of DEI reports to the Compensation quarterly.
Reporting to the ESG Steering Committee,
15 |
Our ApproachESG International Working Collaborative drives integration and execution of Be Well. Do Well. initiatives across our International organization and local country organizations.
Our commitment to making a positive impact on people and planet, to doing the right thing always,
Priorities and Goals
core foundation and long-term value proposition of our business.
|
We are proud of the progress we made in •
•In June 2023, we launched our first campaign to encourage all employees to self-identify in the •Aramark was named a 2023 honoree of
•Aramark was ranked number 40 on |
17 |
Executive Sessions
Copies of our Business Conduct Policy, the charters of the Compensation Committee, the Nominating Committee, the Audit Committee and the Finance Committee and our Corporate Governance Guidelines also are available at no cost to any shareholder who requests them by writing or telephoning us at the following address or telephone number:
•whether individual directors possess the following personal characteristics: integrity, education, accountability, business judgment, business experience, reputation and high performance standards, and
•all other factors it considers appropriate, which may include accounting and financial expertise; industry knowledge; experience in compensation, human resources and culture; strategy development experience; CEO and senior management leadership experience; prior public company board service; international operations experience; corporate finance and capital markets experience,experience; mergers and acquisitions and business development experience; supply chain experience; IT and cybersecurity experience; experience in R&D and innovation; both traditional and digital marketing and sales,sales; experience with disruptive risk and innovation; age, gender and ethnic and racial background; civic and community relationships; existing commitments to other businesses; potential conflicts of interest with other pursuits; legal considerations, such as antitrust issues; and the size, composition and combined expertise of the existing Board.
18 |
Corporate Governance Guidelines provide that, except as may be approved by the Nominating Committee, no person may serve as a non-employee director if he or she would be 75 years or older at the commencement of such term as a director.
19 |
pandemic on our business, the annual cash retainer of directors was reduced by 25% for the period from April 6, 2020 to October 2, 2020. As of October 3, 2020, the cash retainer was restored to $100,000. Mr. Hilal has declined his receipt of any cash compensation for his service on the Board.
Board and Mr. Sadove has declined his receipt of the retainer for serving as chairperson of the Nominating Committee.
On August 2, 2022, the value of the annual DSU grant was increased to $175,000 and the pro rata portion of such increase in equity from August 2, 2022 to the date of the 2023 Annual Meeting was added to the annual DSU grant that was granted on the date of the 2023 Annual Meeting. The Chairman of the Board is also entitled to an additional grant of DSUs with a value of $100,000 on the date of each annual meeting of shareholders.
Mr. Heinrich did not stand for reelection and did not receive a grant in February 2023. Mr. Hilal declined his receipt of any DSUs for his service on the Board.
Effective November 11, 2015, the
20 |
Director Compensation Table for Fiscal 2020
2023
Name | Fees Earned Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Change in Pension Value Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensa- | Total ($) | ||||||||||||||||||
Susan M. Cameron
|
|
105,151
|
|
|
198,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
303,313
|
| ||||||
Greg Creed
|
|
54,327
|
|
|
160,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214,339
|
| ||||||
Calvin Darden
|
|
88,118
|
|
|
160,012
|
|
|
—
|
|
|
259
|
|
|
—
|
|
|
248,389
|
| ||||||
Richard W. Dreiling
|
|
88,118
|
|
|
160,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248,130
|
| ||||||
Irene M. Esteves
|
|
108,118
|
|
|
160,012
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
278,130
|
| ||||||
Daniel J. Heinrich
|
|
108,118
|
|
|
160,012
|
|
|
—
|
|
|
—
|
|
|
12,760
|
|
|
280,890
|
| ||||||
Paul Hilal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||||
Karen M. King
|
|
85,646
|
|
|
198,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
283,808
|
| ||||||
Stephen I. Sadove
|
|
192,789
|
|
|
295,356
|
|
|
—
|
|
|
—
|
|
|
25,271
|
|
|
513,417
|
| ||||||
Arthur B. Winkleblack
|
|
105,151
|
|
|
198,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
303,313
|
| ||||||
Pierre-Olivier Beckers-Vieujant(5)
|
|
2,967
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,967
|
| ||||||
Lisa G. Bisaccia(5)
|
|
2,967
|
|
|
—
|
|
|
—
|
|
|
475
|
|
|
83,000
|
|
|
86,442
|
| ||||||
Patricia B. Morrison(5)
|
|
2,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,473
|
| ||||||
John A. Quelch(5)
|
|
2,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,473
|
|
|
|
Name | DSUs and Equivalents | Name | DSUs and Equivalents | |||||||||||
Cameron, Susan
|
|
4,354
|
|
Heinrich, Daniel J
|
|
32,908
|
| |||||||
Creed, Greg
|
|
5,373
|
|
Hilal, Paul
|
|
—
|
| |||||||
Darden, Calvin
|
|
12,151
|
|
King, Karen
|
|
4,354
|
| |||||||
Dreiling, Richard W
|
|
35,653
|
|
Sadove, Stephen I
|
|
35,882
|
| |||||||
Esteves, Irene
|
|
42,213
|
|
Winkleblack, Art
|
|
4,354
|
|
2023.
NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | OPTION AWARDS ($) | ALL OTHER COMPENSA- TION(3) ($) | TOTAL ($) | ||||||||||||
Susan M. Cameron | 135,000 | 182,566 | — | — | 317,566 | ||||||||||||
Greg Creed | 125,000 | 182,566 | — | — | 307,566 | ||||||||||||
Daniel J. Heinrich(4) | 46,125 | — | — | 12,866 | 58,991 | ||||||||||||
Bridgette P. Heller | 105,000 | 182,566 | — | 10,000 | 297,566 | ||||||||||||
Paul Hilal(5) | — | — | — | — | — | ||||||||||||
Kenneth M. Keverian | 105,000 | 182,566 | — | 10,000 | 297,566 | ||||||||||||
Karen M. King | 105,000 | 182,566 | — | 15,000 | 302,566 | ||||||||||||
Patricia E. Lopez | 105,000 | 182,566 | — | — | 287,566 | ||||||||||||
Stephen I. Sadove | 205,000 | 282,575 | — | 12,866 | 500,440 | ||||||||||||
Kevin G. Wills | 69,125 | 175,005 | — | — | 244,130 | ||||||||||||
Arthur B. Winkleblack | 131,583 | 182,566 | — | 10,000 | 324,149 |
Name | DSU and Equivalents | Name | DSU and Equivalents | |||||||||||
Susan M. Cameron | 22,325 | Kenneth M. Keverian | 8,915 | |||||||||||
Greg Creed | 28,377 | Karen M. King | 8,700 | |||||||||||
Daniel J. Heinrich | — | Patricia E. Lopez | 8,915 | |||||||||||
Bridgette P. Heller | 13,583 | Stephen I. Sadove | 44,619 | |||||||||||
Paul Hilal | — | Kevin G. Wills | 4,015 | |||||||||||
Arthur B. Winkleblack | 4,189 |
|
|
|
|
21 |
|
|
|
PROPOSAL SUMMARY
PROPOSAL SUMMARY What Are You Voting On? We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for fiscal 2024, which ends on September 27, 2024. Although the Audit Committee has the sole authority to appoint the Company’s independent registered public accounting firm, the Audit Committee and the Board submit the selected firm to the Company’s shareholders as a matter of good corporate governance. Voting Recommendation The Board recommends that you vote “FOR” the ratification of the Audit Committee’s appointment of Deloitte as the Company’s independent registered public accounting firm for fiscal 2024. The Audit Committee has selected Deloitte to serve as the Company’s independent registered public accounting firm for fiscal 2024. Although action by the shareholders on this matter is not required, the Audit Committee values shareholder views on the Company’s independent registered public accounting firm and believes it is appropriate to seek shareholder ratification of this selection. If the shareholders do not ratify the appointment of Deloitte, the selection of the independent registered public accounting firm may be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time of the year if it determines that such a change would be in the best interests of the Company and its shareholders. The Company has been advised that representatives of Deloitte are scheduled to attend the Annual Meeting, and they will have an opportunity to make a statement if the representatives desire to do so. It is expected that the Deloitte representatives will also be available to respond to appropriate questions. The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would be your vote to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024, unless you specify otherwise. | |||||||||||||||||
The Board recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP |
We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for fiscal 2021, which ends October 1, 2021. Although the Audit Committee has the sole authority to appoint the Company’s independent registered public accounting firm, the Audit Committee and the Board submit the selected firm to the Company’s shareholders as a matter of good corporate governance.
Voting Recommendation
The Board recommends that you vote “FOR” the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for fiscal 2021.
The Audit Committee has selected Deloitte to serve as the Company’s independent registered public accounting firm for fiscal 2021. Although action by the shareholders on this matter is not required, the Audit Committee values shareholder views on the Company’s independent registered public accounting firm and believes it is appropriate to seek shareholder ratification of this selection. If the shareholders do not ratify the appointment of Deloitte, the selection of the independent registered public accounting firm may be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time of the year if it determines that such a change would be in the best interests of the Company and its shareholders. The Company has been advised that representatives of Deloitte are scheduled to attend the Annual Meeting, and they will have an opportunity to make a statement if the representatives desire to do so. It is expected that the Deloitte representatives will also be available to respond to appropriate questions.
The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would be your vote to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm, unless you specify otherwise.
The Board recommends that you vote "FOR" the ratification of the appointment of Deloitte & Touche LLP
KPMG LLP (“KPMG”) served as our independent auditors for the fiscal year ended October 2, 2020 (“fiscal 2020”) and audited our consolidated financial statements for fiscal 2020 and prior years. On December 1, 2020, following a competitive process undertaken by the
The audit reports of KPMG on the Company’s consolidated financial statements for fiscal 2020 and the fiscal year ended September 27, 2019 (“fiscal 2019”), did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the following:
KPMG’s report on the Company’s consolidated financial statements as of and for the fiscal years ending October 2, 2020 and September 27, 2019, contained a separate paragraph stating that “As discussed in Note 8 to the consolidated financial statements, the Company has changed its method of accounting for leases as of September 28, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases. As discussed in Note 7 to the consolidated financial statements, the Company has changed its method of accounting for revenue as of September 29, 2018 due to the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers.”
The audit reports of KPMG on the effectiveness of internal control over financial reporting as of and for the fiscal years ending October 2, 2020 and September 27, 2019 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During fiscal 2020 and fiscal 2019 and the period from October 2, 2020 to December 1, 2020, there were (i) no “disagreements” as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of KPMG would have caused KPMG to make reference to the subject matter of the disagreement(s) in connection with its report on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The change in independent auditors was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2020. A copy of KPMG’s related letter, dated December 4, 2020, was included as an exhibit to such Form 8-K filing.
During fiscal 2020 and fiscal 2019 and the period from October 2, 2020 to December 1, 2020, neither the Company nor anyone acting on its behalf consulted with Deloitte, regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Audit Committee has appointed Deloitte as the independent registered public accounting firm for the fiscal year ending October 1, 2021.September 27, 2024. The Audit Committee believes that the appointment of Deloitte as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. In addition to Deloitte’s independence, the Audit Committee considered:
•Deloitte’s capabilities, qualifications and expertise; | • | ||||
| • •Technological capabilities, relative benefits of tenure versus fresh perspective and fees. |
Fiscal 2019 |
Fiscal 2020 | |||||||
Audit Fees
|
$
|
6,571,162
|
|
$
|
7,233,883
|
| ||
Audit-related Fees
|
$
|
252,941
|
|
$
|
338,387
|
| ||
Tax Fees
|
$
|
522,493
|
|
$
|
291,400
|
| ||
All Other Fees
|
$
|
75,000
|
|
$
|
38,500
|
| ||
TOTAL
|
$
|
7,421,596
|
|
$
|
7,902,170
|
|
Fiscal 2022 | Fiscal 2023(1) | |||||||
Audit Fees | $ | 4,920,048 | $ | 5,600,000 | ||||
Audit-Related Fees | $ | 752,383 | $ | 2,925,102 | ||||
Tax Fees | $ | 1,278,791 | $ | 1,794,129 | ||||
All Other Fees | $ | 3,790 | $ | 3,790 | ||||
Total | $ | 6,955,012 | $ | 10,323,021 |
•The performance of the Company’s internal audit function;
•The qualifications, independence, and performance of the independent auditors;
•The Company’s management of enterprise risk and compliance with legal and regulatory requirements; and
•The accounting, reporting, and financial practices of the Company, including the quality and integrity of the Company’s financial statements.
2020
Members of the Audit Committee:
Daniel J. Heinrich, Chairman
Calvin Darden
Irene M. Esteves
Karen M. King
Arthur B. Winkleblack
Members of the Audit Committee: | ||
Arthur B. Winkleblack, Chairman | ||
Kenneth M. Keverian | ||
Karen M. King | ||
Patricia E. Lopez | ||
Kevin G. Wills |
PROPOSAL SUMMARY
What Are You Voting On?
Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to vote on a non-binding, advisory basis to approve the compensation paid to our Named Executive Officers, as disclosed in this proxy statement.
Voting Recommendation
The Board recommends that you vote “FOR” this proposal, because it believes that the Company’s compensation policies and practices effectively achieve the Company’s primary goals of attracting and retaining key executives, rewarding achievement of the Company’s short-term and long-term business goals, and aligning our executives’ interests with those of our shareholders to create long-term sustainable value.
This proposal calls for the approval of the following resolution:
“RESOLVED, the shareholders of the Company hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”
In considering your vote, we invite you to review the Compensation Discussion and Analysis beginning on page 29. This advisory proposal, commonly referred to as a “say on pay” proposal, is not binding on the Board. However, the Board takes shareholder feedback seriously and it and the Compensation Committee will review and consider the voting results when evaluating the Company’s executive compensation program.
The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would be your vote to approve, on a non-binding basis, the compensation paid to our named executive officers, unless you specify otherwise.
This year, in a separate proposal, we are asking our shareholders to vote on a non-binding, advisory basis whether future “say on pay” votes should occur every one, two, or three years. The Board will review and consider the voting results of that proposal when determining its policy on the frequency of future “say on pay” votes.
The Board recommends that you vote "FOR" approval of executive compensation
PROPOSAL SUMMARY What Are You Voting On? Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to vote on a non-binding, advisory basis to approve the compensation paid to our Named Executive Officers, as disclosed in this proxy statement. Voting Recommendation The Board recommends that you vote “FOR” this proposal, because it believes that the Company’s compensation policies and practices effectively achieve the Company’s primary goals of attracting and retaining key executives, rewarding achievement of the Company’s short-term and long-term business goals, and aligning our executives’ interests with those of our shareholders to create long-term sustainable value. This proposal calls for the approval of the following resolution: “RESOLVED, the shareholders of the Company hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.” In considering your vote, we invite you to review the Compensation Discussion and Analysis beginning on page 27. This advisory proposal, commonly referred to as a “say on pay” proposal, is not binding on the Board. However, the Board takes shareholder feedback seriously and it and the Compensation Committee will review and consider the voting results when evaluating the Company’s executive compensation program. The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would be your vote to approve, on a non-binding basis, the compensation paid to our named executive officers, unless you specify otherwise. The Board has adopted a policy of providing for annual “say on pay” votes, so the next “say on pay” vote will take place at the Company’s 2025 Annual Meeting. | |||||||||||||||||
The Board recommends that you vote “FOR” approval of executive compensation |
| ||||||||
| 25 |
EXECUTIVE COMPENSATION | ||
The following message from the Chair of the Compensation and Human Resources Committee highlights key aspects of our executive compensation program. A detailed discussion follows in the Compensation Discussion and Analysis (CD&A). |
Message
Shareholders,
Protect our employee’s•Continue to ensure the safety and well-being
Ensure the financial stability of the business
We made difficult decisions in an extraordinary year to position Aramark for growth as the world returns to normal.
We experienced unprecedented aggressive recruitment of our employees with transferable skills by businessesand customers and specifically focus on diversity, equity and inclusion, as well as our customers’ desire for low carbon food alternatives.
To recognize our employees’ efforts and accomplishments, while retaining and motivating our teambut are disappointed with the results achieved in the annual incentive plan bonus outcomes for the future as we recoveryear.
1. Salary Reductions—We reduced salaries for all NEOs by 25% from April 6, 2020no changes to the end ofCEO’s target compensation were made for fiscal 2020.
2. Discretionary Fiscal 2020 Annual Incentives—2023.
3. Discretionary PSU Payout—We exercised discretion to provide a 29.2% payout factor for the fiscal 2018-2020assessing performance.
4. Early Fiscal 2021 Long Term Incentive Awards—We awarded fiscal 2021 long term incentives in September of 2020, rather than waiting until the first quarter of fiscal 2021, to address a critical and immediate retention issue, without increasing overall compensation.
5. Special Award of Premium Priced Stock Options—We awarded special premium priced stock options to our key executives. These options require significant share price increases to generate substantial value and have six tranches with exercise prices ranging from $35 to $85—27% to 209% higher than our fiscal 2020 year-end share price of $27.55.
6. Mix of Vehicles for Regular Fiscal 2021 Long Term Incentives—We awarded the fiscal 2021 regular long-term incentives 50% as stock options and 50% as restricted stock units. We did this to provide reasonablegrant date target long term incentive opportunities, because the significant effect of COVID-19 does not allow us to set meaningful 3-year stretch targets. We intend to return to an LTI mixaward value for Named Executive Officers, paid out at 0% for fiscal 2022 awards that is at least 50% performance stock units.
The Committeeyears 2019-2021 and fiscal years 2020-2022, reflecting the Board took these very unusual actionschallenges we faced during COVID and its multi-year aftermath.
continued dialogue.
John J. Zillmer Chief Executive Officer | |||||
Thomas Ondrof Chief Financial Officer(1) | |||||
Marc Bruno Chief Operating Officer, United States Food & Facilities | |||||
Lauren Harrington Senior Vice President, General Counsel | |||||
Abigail Charpentier Senior Vice President, Chief Human Resources Officer |
Aramark’s executive compensation program is designed to link pay with performance, while aligning |
Our 2020 Named Executive Officers
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|
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Stephen Bramlage(3)
Stephen Sadove(3), our Board Chairman and former Office of the Chairman member, served, along with other members of the Office of the Chairman, asextent long-term performance objectives are achieved. Our executives are also measured by their individual contributions to the Company’s Principalsuccess, and this is a consideration in base salary adjustment decisions.
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COVID-19 adversely affected global economies, financial markets and the overall business environment for Aramark. We recognize that COVID-19 has had significant impacts on most American businesses—while many businesses experienced downturns, some essential businesses experienced unanticipated demand translating to growth. Aramark and other businesses in the hospitality, airline, and related sectors experienced a more profound negative business impact, with major uncontrollable and unfavorable external influences.
Some significant aspects of our operations depend on the reopening of sports stadiums, students returning to in-person school, college and university attendance, and businesses resuming operations at their corporate offices. These factors are altogether outside the Company’s control. The timing of the Company’s return to fully normal business operations depends on, among other things, widespread vaccinations and permitted reopening of the key businesses we serve.
We have significant operations around the world, including in China, which meant that COVID-19 started to have a negative impact on our operations towards the end of January 2020. Aramark responded quickly and proactively to the pandemic, taking steps to manage costs by temporarily reducing salaries for executives and compensation for the board of directors, reducing headcount and furloughing employees, shutting down or limiting operations and reducing capital expenditures and other expenses. Aramark pivoted to find new opportunities and took courageous action to mitigate the impact of COVID-19 on our business.
These actions, particularly those that impacted our employees directly, were very difficult decisions for the Company. However, management and the Board of Directors swiftly took action to keep employees and customers safe and to protect the business and appropriately manage COVID-19’s negative impact on our shareholders. The impact of COVID-19 drove a decrease in our revenue by an estimated 50% at the trough in April, making both our stretch revenue and adjusted operating income goals under our executive compensation incentive programs unattainable. Throughout this CD&A, we provide shareholders insight into the deliberative process and the underlying compensation philosophies and objectives that guided our decision-making during this challenging year.
The Compensation and Human Resources Committee (“Committee”) is committed to ensuring that Aramark’s executive compensation program promotes the alignment of executive and shareholder interests and focuses on Aramark’s key performance objectives. We have designed our programs to attract and retain outstanding leaders, to motivate and reward them for achieving performance goals, and to support the creation of long-term shareholder value. The Committee believes its decisions reward Aramark executives appropriately for their performance and encourage them to focus on long-term value creation. Additionally, Aramark’s Board regularly seeks input from shareholders on a variety of issues, including corporate governance and executive compensation. For fiscal 2020, the Committee implemented several enhancements based on shareholder feedback, which we discuss in this CD&A.
Fiscal 2020 Executive Transitions
Addressing Shareholder Feedback – Fiscal 2020 Executive Compensation Practices
As part of the fiscal 2020 executive transitions, and in response to shareholder feedback, in early fiscal 2020, the Committee developed overall target pay packages for our new CEO and CFO to align with those of Aramark’s comparably sized peers, in addition to other process and policy changes.
Key highlights of our 2020 executive compensation program design in early fiscal 2020:
2020 Shareholder Advisory Vote on Aramark’s Executive Compensation Program
The Committee considers shareholder feedback and results of the annual advisory vote on executive pay (“Say on Pay”) in determining the structure of the executive pay program, and whether changes should be considered. We routinely engage shareholders to better understand their views on governance and pay practices. The feedback we received from shareholders enabled the Board to better understand shareholder perspectives, which resulted in meaningful changes to our programs over the past several years. In our “Say-on-Pay” proposal last year, over 93% of the shares voted were in favor of “Say-on-Pay” a significant increase from the prior year.
COVID-19 PANDEMIC – IMPACT ON BUSINESS AND EXECUTIVE COMPENSATION
Impact on Aramark’s Business
Through nearly the first two quarters of fiscal 2020, the Company was performing consistently or outperforming (depending on metric) comparable quarters of fiscal 2019 and generally on pace to meet or potentially exceed annual performance expectations. Prior to the end of the Company’s second quarter, however, the Company’s business was meaningfully impacted by the global COVID-19 pandemic, which continued beyond the end of our 2020 fiscal year. The pandemic has created a challenging environment that resulted in decreased revenues of an estimated 50% at the trough in April due to disrupted operations across geographies and businesses.
Aramark’s Response to Pandemic
Below we summarize key actions we undertook to protect our employees, shareholders, business, and customers. Management quickly flexed Aramark’s business model and purposefully managed liquidity. We successfully managed the Company through the tumultuous early months of the pandemic with proactive actions that included the initial draw down of our $1 billion revolving credit facility in March 2020 as well as issuing $1.5 billion of senior notes in April 2020 to further bolster the Company’s liquidity. These actions as well as those taken through the remainder of fiscal 2020 allowed Aramark to adapt to changing market conditions, while preserving our ability to maximize future performance.
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Pandemic-Related Compensation Decisions
Aramark’s global portfolio was meaningfully impacted by COVID-19 beginning at the end of the second quarter of fiscal 2020. While performance has improved since the trough in April, the Company continued to experience business interruption from government-imposed restrictions and changing market dynamics. These factors are outside the Company’s control and the precise timing of the Company’s return to fully normal business operations is unclear. The pandemic’s effect on our business has raised compensation issues unlike any in the Company’s history. Incentives granted prior to the pandemic have been impacted beyond what could have been contemplated and addressed through the initial design. Throughout the pandemic, the Committee and Board have regularly discussed how best to balance and fairly recognize management’s substantial achievements in navigating the pandemic, while accounting for the adverse impact on shareholders and employees. To guide its decision making, the Committee relied on our executive compensation principles.
Aramark’s Existing Executive Compensation Principles
Executive Compensation Guiding Principles | ||||||||||||||||||||
1. Pay for Performance | 2. Shareholder Alignment |
| 3. Attract and Retain Key Talent | |||||||||||||||||
The vast majority of executive pay | Our approach strikes a balance between achieving both short- and long-term performance objectives. | Programs align executives’ interests with those of our shareholders. The majority of executive pay is provided through equity and | We provide competitive pay and benefits to attract and retain talented, high-performing executives with specific skill sets and relevant experience to drive the Company’s business, create shareholder value, and develop future leaders. | |||||||||||||||||
General Executive Compensation Operating Framework | ||||||||||||||||||||
Risk Management – We manage risk in incentive programs, while ensuring alignment between pay and performance, and with shareholder interests. | Governance Considerations – We consider applicable requirements, as well as our corporate values and behavioral expectations in designing our incentive structures and making compensation decisions. | Affordability / Shareholder Dilution –We conduct recurring reviews that balance goals and objectives of the program with fiscal soundness and shareholder dilution. |
Given the pandemic’s dramatic impact
28 |
The Committee considers shareholder feedback and results of the annual advisory vote on executive pay (Say-on-Pay) in determining the structure of the executive pay program and whether changes should be considered. Members of the Committee and management regularly engage with shareholders to better understand their views on governance and pay practices. The feedback received from shareholders enables the Committee to better understand shareholder perspectives, which resulted in meaningful changes to our programs over the past several years. 96% of the shares voted were in favor of our Say-on-Pay proposal last year. We were pleased by this very strong support from our shareholders. In 2023, we engaged with a significant number of our shareholders to seek their feedback. This shareholder engagement effort provided feedback regarding plan design and preferences and confirmation of changes the Committee already implemented for 2023. While the Board retains the authority to exercise judgment in assessing performance and to make one time awards, we confirm that we would exercise such judgment only in exceptional circumstances. No one-time awards were made to executives and positive discretion was not exercised in assessing performance in 2023. |
Engaged with 100% of our top 20 institutional investors | |||||||||||||||||
SHAREHOLDER FEEDBACK | •Incentive pay should not be discretionarily adjusted •Equity grants to NEOs should be at least 50% performance-based •General support for incorporating ESG metrics into executive pay programs | 96% “FOR” SAY-ON-PAY | |||||||||||||||
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ARAMARK RESPONSE | |||||||||||||||||
•No discretionary changes to incentives •Fiscal |
•Equity grants are at least 50% performance-based and 80% fully at risk •The Company’s fiscal 2023 annual equity grant consisted of 50% performance-based stock units, 30% stock options, and 20% restricted stock units. •Inclusion of ESG Performance Metrics •For 2023, an ESG performance metric was
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Operational Excellence Our improved year-over-year results are driven by executing upon previous new business wins, disciplined above-unit cost management, and purchasing initiatives. | Focus on Strategic Priorities Our hospitality, field-focused culture was further strengthened by the Uniform Services spin-off, which we believe will enhance our fit and focus to drive value creation. | Supply Chain Initiatives We continue to optimize opportunities through purchasing, gain efficiencies from new deals, and take advantage of scale as we continue to execute upon our growth strategies. |
Commitment to ESG We reinforced our commitment to environmental, social and governance (ESG) objectives by supporting our employees in need, strengthening our sustainability program, and launching new diversity programs. In 2023, we
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fiscal 2023 annual incentive plan. | Improved Financial Results We delivered strong new business for the third year in a row with strong growth performance coming from multiple lines of business and geographies. We significantly improved our leverage ratio as a result of strong cash flow and higher earnings as well as strategic sales of non-controlling equity investments. | |||||||
Cultivating Talent Our 'Reach for Remarkable' philosophy means hiring, developing and retaining employees is critically important to our success. We are focused on creating experiences and programs that foster growth, performance and retention. Our efforts to ensure strong leadership across the Company continued to be a top priority in fiscal 2023. |
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In-the-Money Value of $1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Aramark Share Price | Premium to Shareholder (Before Dividends)1 | $35 Tranche | $45 Tranche | $55 Tranche | $65 Tranche | $75 Tranche | $85 Tranche | Six-Tranche Premium Priced Option Grant | Regular Option Grant | ||||||||||||||||||||||||||||||||||||||||
$ | 105 | 281 | % | $ | 1,545 | $ | 1,721 | $ | 1,820 | $ | 1,812 | $ | 1,661 | $ | 1,339 | $ | 9,897 | $ | 8,579 | |||||||||||||||||||||||||||||||
$ | 95 | 245 | % | $ | 1,325 | $ | 1,434 | $ | 1,456 | $ | 1,359 | $ | 1,107 | $ | 669 | $ | 7,350 | $ | 7,461 | |||||||||||||||||||||||||||||||
$ | 85 | 209 | % | $ | 1,104 | $ | 1,147 | $ | 1,092 | $ | 906 | $ | 554 | $ | 0 | $ | 4,802 | $ | 6,342 | |||||||||||||||||||||||||||||||
$ | 75 | 172 | % | $ | 883 | $ | 861 | $ | 728 | $ | 453 | $ | 0 | $ | 0 | $ | 2,924 | $ | 5,224 | |||||||||||||||||||||||||||||||
$ | 65 | 136 | % | $ | 662 | $ | 574 | $ | 364 | $ | 0 | $ | 0 | $ | 0 | $ | 1,600 | $ | 4,105 | |||||||||||||||||||||||||||||||
$ | 58.12 | 111 | % | $ | 510 | $ | 376 | $ | 113 | $ | 0 | $ | 0 | $ | 0 | $ | 1,000 | $ | 3,335 | |||||||||||||||||||||||||||||||
$ | 55 | 100 | % | $ | 442 | $ | 287 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 728 | $ | 2,987 | |||||||||||||||||||||||||||||||
$ | 45 | 63 | % | $ | 221 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 221 | $ | 1,868 | |||||||||||||||||||||||||||||||
$ | 35 | 27 | % | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 749 | |||||||||||||||||||||||||||||||
1 Reflects the premium of Aramark share price to the October 2, 2020 closing share price of $27.55. |
|
|
|
Realizable Fiscal 2020 NEO Pay Impact vs. Total Shareholder Return (TSR)
The pandemic’s impact on NEOs’ projected realizable 2020 pay (-45% to -50%) is strongly aligned with one-year TSR (-35%).
|
|
2020 Performance Results
While navigating the unusual challenges of the current environment, management remained focused on delivering results to position Aramark for accelerated long-term growth and enhanced efficiency post pandemic. Below are some fiscal 2020 performance highlights.
Key Business Highlights
| ||
| ||
| ||
Key Fiscal 2020 Financial Highlights
Revenue | Annualized Net New Business | Adj. Operating Income | Free Cash Flow | |||||||||||||||||
$18.9B | $582M | $1.0B | $334M | |||||||||||||||||
Strong growth driven by net new business, pricing actions, and base business growth across multiple lines of business and geographies, as well as clients both large and small | Continued net new business momentum driven by high retention rates and strength in new business signings | Improved profitability from higher sales volumes, improved supply chain economics and operational cost management | Excluding one-time payments and spin-off related costs, year over year improvement driven by significantly higher operations results and lower working capital |
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|
| |||||||
|
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|
Note: Reconciliation of the above measures to measures calculated in accordance with generally accepted accounting principles (“GAAP”) are provided in Annex A.
GENERAL EXECUTIVE COMPENSATION PROGRAM AND PRACTICES OVERVIEW
Our executive compensation program adheres to high standards of compensation governance.
What We Do | What We Don’t Do | |||||||||
✓Risk Mitigation – ✓Compensation Recoupment Policy – Robust “clawback” circumstances including the adoption of an Incentive Compensation Clawback Policy pursuant to Dodd-Frank. ✓Stock Ownership Guidelines – All NEOs and directors are subject to ✓Double-Trigger Change-in-Control Provisions – Both a change-in-control ✓Annual Say-on-Pay Vote – We seek annual shareholder feedback on our executive pay program and directly engage with our shareholders on executive pay matters. ✓Annual Evaluation – We annually review our executive pay program to ensure it continues to ✓Independent Advisor – Independent consultant provides advice ✓ Multiple LTI Vehicles – Use of PSUs, stock options, and RSUs provides a balanced approach that focuses executives on key financial achievements (PSUs), direct shareholder alignment and long-term share price growth (stock options), and retention and alignment with shareholders (RSUs). | ×No Guaranteed Bonuses –Our annual bonus plans are performance-based and do not include any minimum payment levels or guarantees. ×No Executive Pensions or Supplemental Executive Retirement Plans ×No Hedging and Restriction on Pledging – We prohibit directors and employees from engaging in hedging and prohibit directors and NEOs from pledging Aramark shares without specific pre-approval. ×No Dividends on Unvested Equity Awards – We do not pay dividends or dividend equivalents on equity awards prior to vesting. ×No Repricing or Exchange of Underwater Stock Options ×No Tax Gross-Ups – ×No Recycling of Shares withheld for taxes. |
| ||||||||
31 |
The Committee designed our executive compensation program so a
Fiscal 2020 the fiscal 2023 equity grants. Below we show the fiscal 2023 target NEO pay mix with equity award values based on the grant date fair value. Actual equity amounts realized will differ.
Salary 10% | + |
| Target Annual Incentive 17% | + |
| PSUs 36% | + |
| Options 22% | + |
|
|
|
| RSUs 15% | |||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||
73% Linked to Aramark’s Share Price | ||||||||||||||||||||||||||
90% Performance-Based |
Fiscal 2020 Average Other NEO Target Annual Compensation
Salary 22% | + |
| Target Annual Incentive 21% | + |
| PSUs 29% | + |
| Options 17% | + |
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| RSUs
| 11% | ||||||||||||||||||||||||||||||
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|
2020 Actual Performance Pay Outcomes Reflect Our Pay-for-Performance Philosophy
Fiscal 2020 compensation decisions and pay outcomes reflect shareholder feedback as well as our pay-for-performance philosophy tempered by the Committee’s consideration of the impact of the COVID-19 pandemic and management’s significant efforts to manage through the unprecedented disruption to our business.
Fiscal 2020 Annual Incentives: Based on fiscal 2020 performance and the pandemic’s impact, annual incentive payouts were, on average, significantly below target. Our 2020 annual incentive payout was 40% (of target) for the NEOs, based on the financial and individual performance outcomes detailed below (resulting in 10% of target payout) and an additional amount awarded by the Committee (resulting in an additional 30% of target payout) to recognize extraordinary contributions in addressing the pandemic and positioning the Company for a strong recovery and future growth – see Pandemic-Related Compensation Decisions for more details.
Long-Term Incentives (2018 – 2020 Performance Period): As discussed above, the Board determined the payout for the fiscal 2018 PSUs by adjusting the performance calculation outcome to moderate the pandemic’s impact by measuring performance for the first approximately 30 months of the 36-month period, removing both the performance results and the portion of the performance targets attributable to the period when our business was most significantly impacted by the effects of the pandemic (generally March through September 2020) not contemplated at the time of the award’s grant.
|
Compensation Decision Impacts on Summary Compensation Table Disclosure: As a result of our decisions to award fiscal 2021 long term incentives early and to award premium priced options (described above), our summary compensation table disclosure this year and next year is anomalous. For the fiscal 2020 Summary Compensation Table, we are required to include:
The normal fiscal 2020 long term incentive awards
The fiscal 2021 awards, which were made in fiscal 2020 (NEOs are currently not expected to receive annual equity awards in fiscal 2021)
|
Conversely, our Summary Compensation Table for fiscal 2021 is expected to show a zero dollar value for long term incentives, as illustrated below. We also illustrate what normalized 2020 compensation would have been for the CEO if the fiscal 2021 LTI grant was not awarded early (the intended value delivered to the CEO in fiscal 2020) and the special premium priced stock options were amortized over 5 years.
Year
| Salary ($)
| Bonus ($)
| Stock
| Option
| Non-Equity Plan
| Change in Value Qualified
| All Other
| Total ($)
| ||||||||||||||||||||||||
2020 (As Reported)
|
|
1,118,750
|
|
|
682,500
|
|
|
11,400,063
|
|
|
13,600,026
|
|
|
227,500
|
|
|
—
|
|
|
65,189
|
|
|
27,094,029
|
| ||||||||
2021 (Anticipated)1
|
|
1,300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,275,000
|
|
|
—
|
|
| 65,189
|
|
|
3,640,189
|
| ||||||||
2020 (Normalized)2
|
|
1,118,750
|
|
|
682,500
|
|
|
6,650,000
|
|
|
4,050,000
|
|
|
227,500
|
|
|
—
|
|
|
65,189
|
|
|
12,793,939
|
|
|
|
| 57% Linked to Aramark’s Share Price | |||||||||||||||||||||||||||||
78% Performance-Based |
32 |
Aramark’s Executive Compensation Principles
Our executive pay program directly supports one of the anchors of the Company’s strategy – attracting and retaining the best talent – which in turn supports two of the other anchors of the Company’s strategy: accelerating growth and activating productivity.
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Shareholder Outreach Update
Our annual say-on-pay vote is an opportunity to receive shareholder feedback regarding our executive pay program. We actively seek shareholders’ feedback to better understand what motivated their votes and what actions we could take to address their concerns about our executive pay program. Our Committee considered these vote results and the corresponding feedback we received as it developed the fiscal 2020 pay package for our new CEO and CFO and evaluated pay opportunities provided to other executives. We received a significant increase in shareholder support for our NEO pay program to 93% of votes in favor of our fiscal 2019 compensation program.
Since our last Annual Shareholder Meeting, we engaged with shareholders representing more than 70% of our outstanding common stock to specifically review our governance practices, including our executive pay program, as part of the Company’s ongoing proactive investor outreach efforts. In our meetings with shareholders, we heard positive feedback related to the following changes we madePSUs earned with respect to ourPerformance Period 1 for all the NEOs are now subject to time-based vesting and will vest on the original vesting date of September 27, 2024.
END OF CD&A EXECUTIVE SUMMARY |
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| ||||||||
|
|
The Committee set the new CEO’s target pay opportunity $4 million (approximately 24%) lower than the compensation of the former CEO. We believe this change directly addresses shareholder feedback relating to the overall magnitude of CEO pay.
Fiscal Year | CEO | Base Salary | Target Annual Incentive | Target Long-Term Incentive | Target Total Direct Pay | |||||||||||||
2020 | John Zillmer | $1,300,000 | $2,275,000 | $9,500,000 | $13,075,000 | |||||||||||||
2019 | Eric Foss | $1,700,000 | $3,400,000 | $12,000,000 | $17,100,000 |
CFO Fiscal 2020 Target Total Pay1 is $1 Million Lower vs. Fiscal 2019
The Committee set the new CFO’s target pay opportunity $1 million (approximately 21%) lower than the compensation of the former CFO. We believe this change directly addresses shareholder feedback relating to overall pay magnitude.
Fiscal Year | CFO | Base Salary | Target Annual Incentive | Target Long-Term Incentive | Target Total Direct Pay | |||||||||||||
2020 | Thomas Ondrof | $800,000 | $800,000 | $2,000,000 | $3,600,000 | |||||||||||||
2019 | Stephen Bramlage | $777,950 | $777,950 | $3,000,000 | $4,555,900 |
|
Vehicle / Description | Link to Strategy | ||||||||||||
Base Salary | •Cash •Base salaries are determined based on scope of responsibility, experience, and performance | •To attract and compensate high-performing and experienced leaders at a competitive level based on market | |||||||||||
Annual Incentives | • •100% evaluated on a formulaic basis relative to pre-established performance goals
| •To motivate and reward executives for achieving annual corporate, business, and function goals in key areas of financial | |||||||||||
Long-Term Incentives (LTI) | |||||||||||||
•Performance Stock Units: 50%
| •Focuses executives on the achievement of specific long-term performance goals directly aligned with our strategic operating plans • •40% of PSUs are earned based on three-year TSR performance relative to | ||||||||||||
•Stock Options: 30%
| •Directly aligns the interests of executives with shareholders. Stock options only have value for executives if performance results in stock price appreciation after the grant | ||||||||||||
•Restricted Stock Units: 20%
| •Strengthens key executive retention to promote executive team consistency and successful execution of long-term strategies |
35 |
Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | |||||||||||||||||||||
NEO | Job Title | Salary | % Increase | Salary | % Increase | Salary | % Increase | ||||||||||||||||
John Zillmer | CEO | 1,300,000 | 0 | % | 1,300,000 | 0 | % | 1,300,000 | 0 | % | |||||||||||||
Thomas Ondrof(1) | EVP, CFO | 800,000 | 0 | % | 835,000 | 4.4 | % | 835,000 | 0 | % | |||||||||||||
Marc Bruno | COO, US Food & Facilities | 655,000 | 4.8 | % | 685,000 | 4.6 | % | 725,000 | 5.8 | % | |||||||||||||
Lauren Harrington | SVP, General Counsel | 600,000 | 20.0 | % | 630,000 | 5.0 | % | 675,000 | 7.1 | % | |||||||||||||
Abigail Charpentier(2) | SVP, CHRO | N/A | N/A | 525,000 | 0 | % | 565,000 | 7.6 | % |
Mr. Bramlage and Mses. McKee and Harrington did not receive any additional compensation during the period from August 25, 2019 until October 6, 2019 in which they served in the role of Office of the Chairman.
Fiscal 2019 | Fiscal 20201 | Fiscal 2021 | ||||||||||||||||||||||||
NEO | Job Title | Salary | % Increase | Salary | % Increase | Salary | % Increase | |||||||||||||||||||
John Zillmer | CEO | N/A | N/A | $ | 1,300,000 | N/A | $ | 1,300,000 | 0 | % | ||||||||||||||||
Thomas Ondrof | EVP, CFO | N/A | N/A | $ | 800,000 | N/A | $ | 800,000 | 0 | % | ||||||||||||||||
Lynn McKee | EVP, HR | $ | 717,738 | 2.5 | % | $ | 717,738 | 0 | % | $ | 717,738 | 0 | % | |||||||||||||
Marc Bruno | COO, US Food & Facilities | $ | 606,152 | N/A | $ | 625,000 | 3.1 | % | $ | 625,000 | 0 | % | ||||||||||||||
Lauren Harrington | SVP, General Counsel | $ | 478,500 | N/A | $ | 500,000 | 4.5 | % | $ | 500,000 | 0 | % | ||||||||||||||
Stephen Bramlage | Former CFO | $ | 777,950 | 10 | % | $ | 777,950 | 0 | % | N/A | N/A |
|
Target Annual Incentives
Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | |||||||||||||||||||||
NEO | Job Title | Target | % Change | Target | % Change | Target | % Change | ||||||||||||||||
John Zillmer | CEO | 175 | % | 0 | % | 175 | % | 0 | % | 175 | % | 0 | % | ||||||||||
Thomas Ondrof(1) | EVP, CFO | 100 | % | 0 | % | 100 | % | 0 | % | N/A | N/A | ||||||||||||
Marc Bruno | COO, US Food & Facilities | 100 | % | 0 | % | 100 | % | 0 | % | 125 | % | 25 | % | ||||||||||
Lauren Harrington | SVP, General Counsel | 85 | % | 0 | % | 85 | % | 0 | % | 85 | % | 0 | % | ||||||||||
Abigail Charpentier | SVP, CHRO | N/A | N/A | 85 | % | 0 | % | 85 | % | 0 | % |
Fiscal 2019 | Fiscal 2020* | Fiscal 2021 | ||||||||||||||||||||||||
NEO | Job Title | Target | % Change | Target | % Change | Target | % Change | |||||||||||||||||||
John Zillmer | CEO | N/A | N/A | 175 | % | N/A | 175 | % | 0 | % | ||||||||||||||||
Thomas Ondrof | EVP, CFO | N/A | N/A | 100 | % | N/A | 100 | % | 0 | % | ||||||||||||||||
Lynn McKee | EVP, HR | 100 | % | 0 | % | 100 | % | 0 | % | 100 | % | 0 | % | |||||||||||||
Marc Bruno 1 | COO, US Food & Facilities | 85 | % | N/A | 100 | % | +15 | % | 100 | % | 0 | % | ||||||||||||||
Lauren Harrington | SVP, General Counsel | 85 | % | N/A | 85 | % | 0 | % | 85 | % | 0 | % | ||||||||||||||
Stephen Bramlage | Former CFO | 100 | % | 0 | % | 100 | % | 0 | % | N/A | N/A |
| ||||||||
36 |
For 2020, the
Metric | Description | Rationale | ||||||||||||||||
Net New Sales | •Annualized new business less annualized lost business | •Incentivizes management to drive sales growth which is critical to the Company’s profitable growth strategy | ||||||||||||||||
Adjusted Operating Income Margin | •Adjusted operating income divided by adjusted sales | •Focuses management on driving profitable growth while managing expenses •Focuses management on overall profitability of the Company | ||||||||||||||||
Free Cash Flow | •Cash flows provided from operating activities less net purchases of property and equipment and other | •Focuses management on achievement of positive free cash flow through increased earnings and disciplined management of working capital levels and capital expenditures | ||||||||||||||||
ESG Metric | •Four distinct Environmental, Social and Governance (ESG) measures |
|
|
•Incentivizes management to |
Fiscal 2020 Annual Incentive Metric Selection
Financial objectives forNet New Sales is an internal statistical measure used by the Company to evaluate Aramark’s new sales and retention performance and is defined in Annex A.
Adjusted Operating Income: The Committee selected this metric because it is an important measure of the Company’s operating profitabilitybusinesses he oversees and a key component26% based on consolidated-level performance.
•Organic annual revenue growth of 5% to 7%
37 | ||||||||||||
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|
• Focuses executives on critical, non-financial objectives that are important and expected to drive value creation
Fiscal 2020 Annual Goal-SettingProcess
Performance targets are designed to be challenging and take into consideration prior year results, expectations going forward, and the Company’s strategic plan. The2023 performance, the Committee establishes targets atdetermined Aramark achieved 39.1% of target payout for executives assessed exclusively on consolidated performance and 25.7% of target for the beginningCOO of the fiscal year consistent with the Company’s long-term expectations for the business, which, prior to the pandemic, included:
Mid-to-high single-digit growth in adjusted operating income
Organic or adjusted revenue growthU.S. Food & Facilities businesses based on a combination of two percent to five percent
For fiscal 2020, Adjusted Operating Incomeconsolidated and Adjusted Revenue targets were set above 2019 performance outcomes
Fiscal 2020 Payout Factors – Financial Metrics
Payout factors begin at 25%Incentives Earned by NEO
Performance Metrics & Payout Factors
| Threshold
| Target
| Maximum
| Result
| % Earned
| Weighted
| ||||||||
Corporate-Level Results (100% Financial Weighting for all NEOs except Mr. Bruno’s 20% Financial Weighting) |
| |||||||||||||
AOI (45% Weight) | $990M | $1,100M | $1,210M | $294M | ||||||||||
Payout Factor (% of Target) | 25% | 100% | 200% | 0% |
| 0% |
| |||||||
Adjusted Revenue (45% Weight) | $15,837M | $16,670M | $17,504M | $12,788M | ||||||||||
Payout Factor (% of Target) | 25% | 100% | 200% | 0% |
| 0% |
| |||||||
Total Corporate Financial Metric Payout Result | 0 | % |
Payoutsthe NEOs earned annual incentive awards for 2023 as set forth in the table below.
NEO | Job Title | Base Salary | x | Target Award % | x | Actual Earned %(1) | = | Actual Payout $ | ||||||||||||||||||
John Zillmer | CEO | 1,300,000 | 175 | % | 39.1 | % | 890,117 | |||||||||||||||||||
Thomas Ondrof | EVP, CFO | 835,000 | 100 | % | 39.1 | % | 326,702 | |||||||||||||||||||
Marc Bruno(2) | COO, US Food & Facilities | 685,000 | 100 | % | 25.7 | % | 175,983 | |||||||||||||||||||
Lauren Harrington | SVP, General Counsel | 630,000 | 85 | % | 39.1 | % | 209,520 | |||||||||||||||||||
Abigail Charpentier(3) | SVP, CHRO | 525,000 | 85 | % | 36.2 | % | 140,953 |
Fiscal 2020 Payout Factors – Individual Performance Evaluation
Non-financial objectives have a payout range of 0%Bruno’s long term incentive equity grant value as compared to 150%,fiscal 2023 based on the Committee’s evaluation, which consistedresults of the following:
Non-Financial Performance Outcomes
| Result
| % Earned
| Weighted
| |||
The Committee determined each NEO achieved a 100% level of performance of their Non-Financial Individual Performance objectives. While not a specific goal at the beginning of the year, the Committee considered the executive team’s pandemic response in evaluating individual performance outcomes.
|
At |
100% |
10% |
Fiscal 2020 Payout Factors – Committee Consideration
In lighta competitive market assessment for his role as COO of the unprecedented events that the Company and employees faced duringAramark’s largest businesses. Mr. Bruno's long-term incentive equity grant value was last increased in fiscal 2020 and the NEOs’ roles in managing the Company through this environment, the Committee approved additional payments to eligible employees, including NEOs.
All ~5,300 employees in the Plan were eligible for an additional payment to the extent their regular incentive payout determined under the targets set in the Plan did not provide a payout at least equal to 40% of the employee’s target opportunity, which the Committee believes to be an appropriate payout minimum based on the Company’s fiscal 2020 performance during unprecedented circumstances.
The Committee took this approach to foster the Company’s pay for performance culture and ensure that employees who achieved strong financial results, despite COVID-19, would be recognized for their accomplishments in a difficult year.2022. The Committee also took into account that most employees wereapproved a 17% increase for Mses. Harrington's and Charpentier's long term incentive equity grant values. Ms. Harrington has not ablereceived an increase in her long term incentive equity grant value since fiscal 2020. The approved increases further align the NEO's total earning potential to achieve results dueshareholder value as well as increase the NEOs' at risk pay relative to factors outside their control. Nonetheless, these employees made extraordinary efforts, which significantly mitigated COVID-19 impacts on our business and its future.
At management job levels we have seen unprecedented and aggressive recruitmenttotal compensation. Mr. Zillmer’s long term incentive target of our talented management employees who have transferrable skills, in particular, by businesses less materially impacted by COVID-19. Additionally, we recognize that the pandemic required our management employees to do much more with a greatly reduced workforce supporting them.
The Company maintains transparent compensation arrangements for all employees,
NEO | Job Title | Fiscal 2021 Grant (September 4, 2020) | Fiscal 2022 Grant (November 18, 2021) | Fiscal 2023 Grant (November 17, 2022) | Fiscal 2024 Grant (November 27, 2023) | ||||||||||||||||||||||||
LTI Target | % Increase | LTI Target | % Increase | LTI Target | % Increase | LTI Target | % Increase | ||||||||||||||||||||||
John Zillmer | CEO | $ | 9,500,000 | 0 | % | $ | 9,500,000 | 0 | % | $ | 9,500,000 | 0 | % | $ | 9,500,000 | 0 | % | ||||||||||||
Thomas Ondrof(1) | EVP, CFO | $ | 2,000,000 | 0 | % | $ | 2,000,000 | 0 | % | $ | 2,000,000 | 0 | % | $ | 2,000,000 | 0 | % | ||||||||||||
Marc Bruno | COO, US Food & Facilities | $ | 1,750,000 | 0 | % | $ | 1,850,000 | 5.7 | % | $ | 1,850,000 | 0 | % | $ | 2,000,000 | 8.1 | % | ||||||||||||
Lauren Harrington | SVP, General Counsel | $ | 1,500,000 | 0 | % | $ | 1,500,000 | 0 | % | $ | 1,500,000 | 0 | % | $ | 1,750,000 | 16.7 | % | ||||||||||||
Abigail Charpentier(2) | SVP, CHRO | $ | — | N/A | $ | — | N/A | $ | 1,500,000 | N/A | $ | 1,750,000 | 16.7 | % |
Fiscal 2020 Payouts by NEO
In light of the unprecedented events that the Company and our employees faced during fiscal 2020, the Committee determined payouts considering both financial, individual, and company-wide performance to provide what it believed to be reasonable in light of results.
Target Annual Incentive | Earned Payout (10% of Target) | Additional (30% of Target) | Final Payout (40% of Target) | |||||||||||||||||||||||||||||||
NEO | Job Title | $ | % of Salary | $ | % of Target | $ | % of Target | $ | % of Target | |||||||||||||||||||||||||
John Zillmer | CEO | $ | 2,275,000 | 175 | % | $ | 227,500 | 10 | % | $ | 682,500 | 30 | % | $ | 910,000 | 40 | % | |||||||||||||||||
Thomas Ondrof 1 | EVP, CFO | $ | 600,000 | 100 | % | $ | 60,000 | 10 | % | $ | 180,000 | 30 | % | $ | 240,000 | 40 | % | |||||||||||||||||
Lynn McKee | EVP, HR | $ | 717,738 | 100 | % | $ | 71,774 | 10 | % | $ | 215,321 | 30 | % | $ | 287,095 | 40 | % | |||||||||||||||||
Marc Bruno 2 | COO, US Food & Facilities | $ | 606,701 | 100 | % | $ | 60,670 | 10 | % | $ | 182,010 | 30 | % | $ | 242,680 | 40 | % | |||||||||||||||||
Lauren Harrington | SVP, General Counsel | $ | 425,000 | 85 | % | $ | 42,500 | 10 | % | $ | 127,500 | 30 | % | $ | 170,000 | 40 | % | |||||||||||||||||
Stephen Bramlage 3 | Former CFO | $ | 777,950 | 100 | % | $ | 0 | 0 | % | $ | 0 | 0 | % | $ | 395,283 | 100 | % |
|
|
|
Fiscal 2021 Annual Incentive Performance Metrics
To support the Company’s strategic priorities in light of the pandemic and the uncertainty of its duration, for fiscal 2021, the Committee made adjustments to performance metrics and weightings to focus on net new revenue, operating margin, and free cash flow, which were identified as criticalTSR relative to the Company’s success through the pandemic. Fiscal 2021 annual incentive plan metric changes include:
Adjusted Operating Income Margin – Slightly decreased the weight of the Adjusted Operating Income metric from 45% to 40% and changed the measurement to margin to reinforce profitability and expense controls.
Net New Revenue– Slightly decreased Revenue metric weight from 45% to 40% and changed the metric to Net New Revenue which is Annualized New Business less Annualized Lost Business in order to incentivize management to focus on a metric that the Committee believes will contribute more immediately to the Company’s success.
Fiscal 2023 LTI Grant | ||
Free Cash Flow (FCF) – Reintroduced FCF with a 20% weighting given the criticality of cash management during the pandemic.
Individual Objective – Eliminated the 10% weighting on individual performance to focus the leadership team on achieving financial results.
Weight | 2021 Performance Targets and Payouts | |||||||||||||
Metric | 2019 | 2020 | 2021 | 2021 Performance and Payouts | Threshold | Target | Maximum | |||||||
• Adjusting Operating Income (2019 & 2020)
• Adjusted Operating Income Margin (2021) | 40% | 45% | 40% | Performance Range |
40% of target |
100% of target |
150% of target | |||||||
Payout Range | 25% of target | 100% of target | 200% of target | |||||||||||
• Adjusted Revenue (2019 & 2020)
• Net New Revenue (2021) | 25%
| 45%
| 40%
| Performance Range
| 50% of target
| 100% of target
| 150% of target
| |||||||
Payout Range | 25% of target | 100% of target | 200% of target | |||||||||||
• Free Cash Flow | 25% | 0% | 20% | Payout Range | 25% of target | 100% of target | 200% of target | |||||||
• Individual Objectives | 10% | 10% | 0% | N/A | N/A | N/A | N/A |
Additionally, the Committee broadened fiscal 2021 performance shoulders (the performance required to achieve threshold and maximum performance) to take into account the challenging goal setting environment in which the Company is operating, the uncertainty around projecting the pandemic’s scope and duration, and to avoid outsized payments.
Long Term Incentives (LTI)
Fiscal 2020 Long-Term Incentive Grant: Aligns executives’ interests with those of shareholders. Generally grants are made early in the fiscal year (generally mid-November). For fiscal 2020, LTI awards for NEOs were granted in November 2019 and comprised three vehicles:
|
|
| ||
|
RSUs and PSUs accrue dividend equivalents until settlement, subject to the same vesting terms as the underlying RSUs and PSUs (with dividend equivalents earned on PSUs determined based upon actual performance; no dividends or equivalents are paid on RSUs that do not vest or PSUs that are not earned and distributed). Time vesting RSUs, PSUs, and stock options also vest in connection with certain termination events, as described in more detail in the “Potential Post-Employment Benefits” section.
Fiscal 2020 PSU Performance Metrics. For the fiscal 2020 – 2022 performance period, PSUs are based on three metrics: 1) Revenue Growth; 2) Adjusted Operating Income Growth; and 3) Return on Invested Capital (ROIC). Performance targets are set by the Committee at challenging levels to drive company performance and to ensure continued long-term executive focus. Long-term targets are designed to be challenging and exceed prior achievement levels, while considering future expectations and the Company’s strategic plan. Goals align with the Company’s long-term targets communicated to investors. The Revenue and Adjusted Operating Income growth targets for the fiscal 2020 – 2022 performance period were set higher than historical performance to reflect the Company’s performance outlook at the time of grant and would not have been attained based on results during the prior three-year performance period (fiscal 2018 – 2020). The ROIC target is generally aligned with historical averages and capital cost considerations. The Committee believes these three metrics closely align executive interests with long-term value creation.
20% | |||||||||||
3-Year Compound Annual Adjusted Revenue Growth | |||||||||||
Rationale: Reinforces our drive to bring in profitable new business while growing our base business. | |||||||||||
20% | |||||||||||
3-Year Compound Adjusted Earnings Per Share | |||||||||||
Rationale: Aligns with our investor community and measures our progress on our strategic initiatives. | |||||||||||
20% | |||||||||||
3-Year Return on Invested Capital | |||||||||||
Rationale: Focuses management on generating returns through disciplined capital management. | |||||||||||
40% | |||||||||||
Relative Total Shareholder Return (TSR) | |||||||||||
Rationale: Encourages performance that increases shareholder value and rewards executives if the Company outperforms companies in the performance peer group. |
To ensure payouts based on operational metrics are aligned with the shareholder experience, the Company introduced a relative total shareholder return modifier. The modifier is designed to adjust final payouts by +/- 25% based on the Company’s TSR relative to a broad performance peer group consisting of 51 companies (see Market Benchmarking for details) over the three-year period.
Metric |
Weight |
Definition |
Rationale | Performance Goals | ||||||||
Threshold | Target | Maximum | ||||||||||
3-Year Revenue Growth |
40% |
Revenue growth which may be adjusted to consider the impact of currency translation and M&A. |
Transparent metric that aligns with our goal of long-term growth |
2.0% |
4.0% |
5.0% | ||||||
3-Year Adjusted Operating Income Growth |
30% |
Operating income growth adjusted to consider: (a) change in amortization of acquisition-related tangible assets; (b) impact of change in fair value related to gasoline and diesel agreements; (c) severance and other charges; (d) effect of M&A; (e) integration related charges; (f) currency changes; and (g) other items impacting comparability. |
Focuses management on driving profitable growth and managing expenses. Drives tangible goal achievement and focuses on factors in executives’ control |
1.4% |
5.0% |
6.7% | ||||||
3-Year Return on Invested Capital (ROIC) |
30% |
Adjusted Operating Income divided by Average Invested Capital |
Measures the return we are driving for our shareholders and incentivizes efficient capital use. |
10.2% |
10.7% |
11.2% | ||||||
Relative Total Shareholder Return |
Modifier |
Stock price appreciation plus the compounding effect of reinvested dividends. |
Aligns PSU payouts to the investor experience. |
25th %ile |
50th %ile |
75th %ile |
Fiscal 2020 Long Term Incentive Awards
The following table shows grant date target values for each LTI award type by NEO. Factors considered in making fiscal 2020 awards included value of previously granted awards, pay relative to target market positioning (see Market Benchmarking for more details), individual performance, and the value of outstanding equity awards.
NEO | Job Title | Total Target Grant Fair | 2020 LTI Allocation | |||||||||||||||
PSUs | Options | RSUs | ||||||||||||||||
John Zillmer | CEO | $ | 9,500,000 |
| $ | 4,750,000 |
| $ | 2,850,000 |
| $ | 1,900,000 |
| |||||
Thomas Ondrof | EVP, CFO | $ | 2,000,000 |
| $ | 1,000,000 |
| $ | 600,000 |
| $ | 400,000 |
| |||||
Lynn McKee | EVP, HR | $ | 1,500,000 |
| $ | 750,000 |
| $ | 450,000 |
| $ | 300,000 |
| |||||
Marc Bruno | COO, US Food & Facilities | $ | 1,750,000 |
| $ | 875,000 |
| $ | 525,000 |
| $ | 350,000 |
| |||||
Lauren Harrington | SVP, General Counsel | $ | 1,500,000 |
| $ | 750,000 |
| $ | 450,000 |
| $ | 300,000 |
| |||||
Stephen Bramlage | Former CFO | $ | 3,000,000 |
| $ | 1,500,000 |
| $ | 900,000 |
| $ | 600,000 |
|
In order to address retention concerns, the Board granted the fiscal 2021 equity awards in September 2020, rather than November 2020, for all equity-eligible employees, including the NEOs, and structured the awards to vest ratably over three years (vs. four-year typical vesting structure). Given the challenging goal setting environment caused by the pandemic, this grant consisted solely of 50% options and 50% RSUs. The Committee expects this approach to be limited to the fiscal 2021 grant and expects to again grant PSUs of at least 50% of the grant value for the next grant, the fiscal 2022 grant (which is expected to occur in November 2021).
NEO | Job Title | Total Target Grant Fair | Expedited Fiscal 2021 LTI Allocation (September 2020 Grant) | |||||||||||||||
PSUs | Options | RSUs | ||||||||||||||||
John Zillmer | CEO | $ | 9,500,000 |
| $ | 0 |
| $ | 4,750,000 |
| $ | 4,750,000 |
| |||||
Thomas Ondrof | EVP, CFO | $ | 2,000,000 |
| $ | 0 |
| $ | 1,000,000 |
| $ | 1,000,000 |
| |||||
Lynn McKee | EVP, HR | $ | 1,500,000 |
| $ | 0 |
| $ | 750,000 |
| $ | 750,000 |
| |||||
Marc Bruno | COO, US Food & Facilities | $ | 1,750,000 |
| $ | 0 |
| $ | 875,000 |
| $ | 875,000 |
| |||||
Lauren Harrington | SVP, General Counsel | $ | 1,500,000 |
| $ | 0 |
| $ | 750,000 |
| $ | 750,000 |
|
Premium Priced Stock Option Grant (September 2020 Grant) – Special One-Time Grant
Given the extraordinary circumstances caused by the pandemic, the Board decided to provide a one-time premium priced option grant (i.e., option exercise prices exceed closing stock price on grant date) to a limited group of executives it believes critical to driving shareholder value creation over the next 5 to 10 years. The grant vests over five years (33% after 3 years, 33% after 4 years, and 33% after 5 years) and consists of six tranches with equal target grant date values, with exercise prices of $35, $45, $55, $65, $75, and $85, all of which were materially above the Company’s stock price on the grant date. These exercise prices represent premiums of +27%, +63%, +100%, +136%, +172%, and +209%, respectively, above Aramark’s $27.55 closing stock price on October 2, 2020.
The premium priced stock option grants demonstrate the Board’s strong confidence in the executive team’s leadership of Aramark and the momentum of its strategic direction. The grant also reinforces the need for extraordinary performance through a critical period navigating Aramark’s response to the pandemic and driving future growth post-pandemic.
While one-time equity grants are not uncommon for leaders navigating companies through extraordinary periods or circumstances, this grant is notable in two ways. First, it is 100% in the form of options with value derived only when incremental shareholder value is created. Second, its premium exercise price structure requires significant incremental value to be created for shareholders compared to a typical option grant (for which the exercise price is set at fair market value on the grant date) for executives to realize value. Executives participate only in the value created in excess of the premium exercise price. For example, at a $60 share price, the in-the-money value of the $55 exercise price options is $5 and three of the tranches remain out of the money. This performance sensitivity ensures recipients are only compensated if there is significant appreciation in shareholder value. These options will provide no value to recipients if the stock price fails to appreciate above the premium exercise prices. The one-time grant therefore reinforces the incentive for recipients to drive meaningful and sustained value creation, and ensures that realized compensation, if any, will be tied to strong execution of future growth initiatives, with no compensation for simply recovering from the pandemic. The Board believes that this growth will be a defining moment for Aramark and this grant reflects that significance and delivers value if, and only if, future growth is extraordinary.
NEO | Job Title | Total Target Premium Option Value | Target Fair Value – Premium Option Grant by Exercise Price Tranche | |||||||||||||||||||||||||||
$35 | $45 | $55 | $65 | $75 | $85 | |||||||||||||||||||||||||
John Zillmer | CEO | $ | 6,000,000 |
| $ | 1,000,000 |
| $ | 1,000,000 |
| $ | 1,000,000 |
| $ | 1,000,000 |
| $ | 1,000,000 |
| $ | 1,000,000 |
| ||||||||
Thomas Ondrof | EVP, CFO | $ | 2,000,000 |
| $ | 333,333 |
| $ | 333,333 |
| $ | 333,333 |
| $ | 333,333 |
| $ | 333,333 |
| $ | 333,333 |
| ||||||||
Lynn McKee | EVP, HR | $ | 1,500,000 |
| $ | 250,000 |
| $ | 250,000 |
| $ | 250,000 |
| $ | 250,000 |
| $ | 250,000 |
| $ | 250,000 |
| ||||||||
Marc Bruno | COO, US Food & | $ | 2,000,000 |
| $ | 333,333 |
| $ | 333,333 |
| $ | 333,333 |
| $ | 333,333 |
| $ | 333,333 |
| $ | 333,333 |
| ||||||||
Lauren Harrington | SVP, General | $ | 1,500,000 |
| $ | 250,000 |
| $ | 250,000 |
| $ | 250,000 |
| $ | 250,000 |
| $ | 250,000 |
| $ | 250,000 |
|
Payout Outcomes for PSUs Related to Fiscal 2018 – 20202023 Performance Period
PSUs that vested at
Performance Metrics & Payout Factors | Threshold | Target | Maximum | Result | % Earned | Weighted | ||||||||||||||||||
Fiscal 2018 – 2020 Performance Period | ||||||||||||||||||||||||
Cumulative Adjusted EPS (50% Weight) |
| $5.13 |
|
| $5.77 |
|
| $6.14 |
| $ | 5.24 | 1 | ||||||||||||
Payout Factor (% of Target) |
| 50% |
|
| 100% |
|
| 200% |
|
| 58.4 | % |
| 29.2% |
| |||||||||
Return on Invested Capital (50% Weight) |
| 10% |
|
| 11% |
|
| 12% |
|
| 9.7% |
| ||||||||||||
Payout Factor (% of Target) |
| 50% |
|
| 100% |
|
| 200% |
|
| 0 | % |
| 0% |
| |||||||||
Total Fiscal 2018 PSU Payout Result |
| 29.2% |
|
|
Outstanding PSU Grants
In the table below, we show other outstanding PSU grants, which were provided in fiscal 2019targets are based upon three-year Sales Growth, Earnings Per Share, and fiscal 2020. PSUs are earnedReturn on Invested Capital, each weighted 20% plus a stand-alone relative TSR metric weighted 40% based on performancethe total return to the Company’s shareholders relative to the performance metrics shown belowof the fiscal 2023 performance peer group. The performance targets for the fiscal 2024 PSUs align with the Company's long-term strategic goals.
Outstanding PSU Grants | Weight | 2019 | 2020 | 2021 | 2022 | |||||
Fiscal 2019 PSUs | ||||||||||
• Adjusted EPS | 50% | Three-Year Performance (2019 – 2021) | ||||||||
• Return on Invested Capital | 50% | Three-Year Performance (2019 – 2021) | ||||||||
Fiscal 2020 PSUs | ||||||||||
• Revenue Growth | 40% | Three-Year Performance (2020 – 2022) | ||||||||
• Adjusted Operating Income Growth | 30% | Three-Year Performance (2020 – 2022) | ||||||||
• Return on Invested Capital | 30% | Three-Year Performance (2020 – 2022) | ||||||||
• Relative Total Shareholder Return | +/- 25% Modifier | Three-Year Performance (2020 – 2022) |
the date on which Mr. Zillmer’s Fiscal 2020 Target Pay PursuantOndrof attains age 65 and the date on which he elects to October 6, 2019, Offer Letter
Our Offer Letter withparticipate in plans of a new employer (provided Mr. Zillmer provides the following compensation- and benefit-related terms, which were developed based on benchmarking results reflecting comparably sized peer organizations. Actual payouts for incentive plans are based on performance achievement as defined by the plan. The post-termination payments described below are payable pursuant to the employment agreementOndrof does not violate certain restrictive covenants). Upon Mr. Zillmer entered into upon commencement of employment with us and are conditioned on Mr. Zillmer’s agreement not to compete withOndrof’s separation from the Company, for two years followingall his termination of employment.
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Mr. Zillmer’s current post-termination benefits are summarized below (see Potential Post-Employment Benefits section for full details):
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unvested equity awards will be forfeited.
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Mr. Ondrof’s Fiscal 2020 Target Pay Pursuant to January 5, 2020 Offer Letter
Our Offer Letter with Mr. Ondrof provides the following compensation- and benefit-related terms, which were developed based on benchmarking results reflecting comparably sized peer organizations. Actual incentive plan payouts are based on performance achievement as defined by the plan. The post-termination payments described below are payable pursuant to the employment agreement Mr. Ondrof entered into upon commencement of employment and are conditioned on Mr. Ondrof’s agreement not to compete with the Company for 18 months following employment termination.
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Mr. Ondrof’s current post-termination benefits are summarized below (see Potential Post-Employment Benefits section for full details):
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Payments in Connection with Mr. Bramlage’s Separation
As disclosed in Aramark’s Current Report on Form 8-K filed on January 6, 2020, describing Mr. Bramlage’s January 4, 2020 Letter Agreement, Mr. Bramlage is entitled to the following post-termination payments and benefits. All post-termination payments and benefits under that agreement are conditioned on Mr. Bramlage’s agreement not to compete with the Company for 18 months following his termination, in addition to compliance with certain other post-employment restrictive covenants.
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•premiums paid on life insurance
a survivor income protection plan (entitling a surviving spouse or domestic partner and dependent children to receive the executive’s full base salary for one year after the executive’s death and one half of the executive’s base salary for the subsequent nine years, or alternatively, an amount equal to his or her base salary upon retirement or death for a participant who is at least 65 years old and has attained five years of employment – currently, this plan is frozen and only Ms. McKee participates);
•disability insurance and executive health insurance;
•receipt of a taxable car allowance and no cost parking at a garage near Company offices;
•an executive physical;
•financial planning services;
•personal use of Company tickets or the Company box and related items at sporting or other events;
andfor Mr. Zillmer, payment of legal fees and costs incurred negotiating his Offer Letter, up to $35,000 (of which $20,455 was utilized); and
for Mr. Ondrof, relocation fees associated with his hire and move to Philadelphia.
In November 2019, the Committee amended the Company’s policy to no longer require the CEO to use company-provided aircraft or car and driver for all business and personal travel. During fiscal 2020, Messrs. Zillmer, Ondrof, and Sadove incurred incremental cost to the Company related to the use of the corporate aircrafts. These amounts totaled $15,470 for Mr. Zillmer, $24,222 for Mr. Ondrof, and $12,511 for Mr. Sadove. The Chair of the Compensation Committee has approved Mr. Zillmer’smembers of the executive leadership team entering into an Aircraft Time Sharing AgreementAgreements with the Company that permits himpermit each of them to reimburse the Company for incremental cost of histheir personal use of the corporate aircraft.
In July 2020, we eliminated During 2023, Messrs. Zillmer, Ondrof and Bruno used the ChangeCompany aircraft for personal use for themselves and in Control excise tax gross-up benefit that was included insome cases family members and reimbursed the EVP, HR’s legacy employment agreement. This wasCompany for a legacy benefit that isportion of the incremental cost of such use pursuant to the Aircraft Time Sharing Agreements. Messrs. Zillmer, Ondrof and Bruno also had family members accompany them on business trips on the Company aircraft at no longer offered to employees.
incremental cost.
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Changes aimed to closely position us near peer medians across selected metrics. Selected peersconcluded that it remained appropriate. Peers are size appropriate companies which focus on providing business services, have a logistics-centered business model, have a repeatable business model, and are consumer facing with large workforces.
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Fiscal 2020 Performance Peer Group
The Committee also worked with Meridian to develop a Performance Peer Group to be used in determining relative total shareholder return performance for PSUs granted in fiscal 2020 (November 2019 grant) covering the fiscal 2020 – 2022 performance period.
The Performance Peer Group generally consists of companies in the 20202023 Compensation Peer Group as well as a broader listGroup.
Company Name | Sales ($M) | Mkt Cap ($M) | Ent. Value ($M) | Assets ($M) | # of Employees | ||||||||||||
Aramark | 18,854 | 9,980 | 17,860 | 16,871 | 262,550 | ||||||||||||
Executive Compensation Peer Group (n = 18) | |||||||||||||||||
ABM Industries Incorporated | $ | 8,015 | $ | 2,861 | $ | 4,288 | $ | 4,970 | 127,000 | ||||||||
Carnival Corporation & plc | $ | 20,036 | $ | 17,665 | $ | 48,459 | $ | 49,756 | 87,000 | ||||||||
C.H. Robinson Worldwide, Inc. | $ | 18,441 | $ | 10,988 | $ | 12,973 | $ | 5,318 | 16,240 | ||||||||
Cintas Corporation | $ | 8,992 | $ | 49,237 | $ | 51,939 | $ | 8,720 | 44,500 | ||||||||
Darden Restaurants, Inc. | $ | 10,772 | $ | 19,086 | $ | 24,785 | $ | 11,269 | 187,384 | ||||||||
Dollar General Corporation | $ | 38,807 | $ | 37,978 | $ | 55,526 | $ | 30,396 | 170,000 | ||||||||
Dollar Tree, Inc. | $ | 29,310 | $ | 30,991 | $ | 40,445 | $ | 23,428 | 136,287 | ||||||||
Expeditors Int’l of Washington, Inc. | $ | 10,464 | $ | 17,630 | $ | 16,053 | $ | 4,578 | 19,900 | ||||||||
Kohl’s Corporation | $ | 17,762 | $ | 2,595 | $ | 10,268 | $ | 14,794 | 97,000 | ||||||||
Macy’s, Inc. | $ | 24,359 | $ | 4,088 | $ | 9,524 | $ | 16,304 | 94,570 | ||||||||
ManpowerGroup Inc. | $ | 19,093 | $ | 3,850 | $ | 4,654 | $ | 8,589 | 30,900 | ||||||||
MGM Resorts International | $ | 15,334 | $ | 15,688 | $ | 44,060 | $ | 42,572 | 66,000 | ||||||||
Performance Food Group Company | $ | 53,574 | $ | 9,321 | $ | 14,054 | $ | 12,903 | 34,825 | ||||||||
Republic Services, Inc. | $ | 14,663 | $ | 46,105 | $ | 58,287 | $ | 30,043 | 40,000 | ||||||||
Royal Caribbean Cruises Ltd. | $ | 13,173 | $ | 22,870 | $ | 43,859 | $ | 32,769 | 102,450 | ||||||||
US Foods Holding Corp. | $ | 35,176 | $ | 9,870 | $ | 14,926 | $ | 13,272 | 29,000 | ||||||||
XPO Logistics, Inc. | $ | 7,635 | $ | 6,633 | $ | 9,557 | $ | 6,428 | 38,000 | ||||||||
Yum! Brands, Inc. | $ | 7,059 | $ | 37,410 | $ | 49,420 | $ | 6,071 | 36,000 | ||||||||
Source: S&P CapitalIQ (as of September 29, 2023). | |||||||||||||||||
All financial data as of September 29, 2023. Revenue represents trailing 12 months; Market Cap and Enterprise Value reflect a 6-month average, and Assets reflect most recent reported quarter. | |||||||||||||||||
Aramark’s Revenue and Assets reflect actual results as of year-end September 29, 2023. | |||||||||||||||||
Aramark Relative to Peer Group | |||||||||||||||||
Aramark Percentile Rank | 63% | 36% | 48% | 65% | Highest |
2024 Compensation Peer Group. | ||||||
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2023 and 2024 Performance Peer Group (Relative TSR Peer Group for Fiscal 2023—2025 and Fiscal 2024-2026 PSUs) | |||||||||||
1. ABM Industries Incorporated | 14. Cushman & Wakefield plc | 27. Jones Lang LaSalle Incorporated | 40. Robert Half International Inc. | ||||||||
2. AECOM | 15. Darden Restaurants, Inc. | 28. Live Nation Entertainment, Inc. | 41. Royal Caribbean Cruises Ltd. | ||||||||
3. APi Group Corporation | 16. Elior Group SA | 29. ManpowerGroup Inc. | 42. Sabre Corporation | ||||||||
4. ASGN Incorporated | 17. Elis SA | 30. Marcus & Millichap, Inc. | 43. Sodexo S.A. | ||||||||
5. Bloomin' Brands, Inc. | 18. EMCOR Group, Inc. | 31. Marriott International, Inc. | 44. SSP Group plc | ||||||||
6. Booking Holdings Inc. | 19. Expedia Group, Inc. | 32. Marriott Vacations Worldwide Corporation | 45. Starbucks Corporation | ||||||||
7. Brinker International, Inc. | 20. Forward Air Corporation | 33. Newmark Group, Inc. | 46. Sysco Corporation | ||||||||
8. Carnival Corporation & plc | 21. GXO Logistics, Inc. | 34. Norwegian Cruise Line Holdings Ltd. | 47. The Cheesecake Factory Incorporated | ||||||||
9. CBRE Group, Inc. | 22. Healthcare Services Group, Inc. | 35. Paychex, Inc. | 48. The Walt Disney Company | ||||||||
10. Choice Hotels International, Inc. | 23. Hilton Grand Vacations Inc. | 36. Performance Food Group Company | 49. Travel + Leisure Co. | ||||||||
11. Clean Harbors, Inc. | 24. Hilton Worldwide Holdings Inc. | 37. Premier, Inc. | 50. US Foods Holding Corp. | ||||||||
12. Compass Group PLC | 25. Hyatt Hotels Corporation | 38. Rentokil Initial plc | 51. Wyndham Hotels & Resorts, Inc. | ||||||||
13. Cracker Barrel Old Country Store, Inc. | 26. ISS A/S | 39. Restaurant Brands International Inc. | 52. Yum! Brands, Inc. |
With respect toFor fiscal 2020,2023, Meridian:
•Evaluated competitiveness of executive compensation and benefit programs, including base salary, annual incentives, long-term incentives, perquisites, and severance provisions;
•Reviewed and helped to developconfirm the appropriateness of the Company’s peer groupsgroup used for compensation benchmarking and performance comparisons;
•Provided the Committee with updates on executive compensation and benefits trends especially related to the COVID-19 pandemic, as well asand information on the latest regulatory, legislative, proxy advisor, and other relevant developments;
Advised the Company on COVID-19• related compensation decisions, including temporary executive salary reductions, annual incentive payouts for fiscal 2020, performance share unit payouts for the fiscal 2018 – 2020 performance period, timing of the fiscal 2021 equity grant, and special premium priced stock option award design;
Advised the Committee on the elements of compensation to be included in the compensation package for our new CFO;
Reviewed and supported the Committee in the drafting and finalization ofpreparing public filings related to compensation decisions;
•Supported the Committee in assessing risk in the Company’s incentive plans, including participation in meetings where the Committee evaluated presentations on compensation risk assessment;
Various•Addressed various other matters, as requested by the Committee
2023.
CEO: The Committee regularly seeks input from the CEO on the performance of his direct reports including other NEOs and his views on how performance metrics and goals will motivate other executives and the workforce. The Committee also discusses with the CEO matters relating to the retention of key executives and employees and seeks his input on his performance results and his objectives.
EVP,
43 |
Executive | Job Title |
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Mr. Zillmer | CEO |
| 6x annual base salary | |||||||
Mr. Ondrof | EVP, CFO | 3x annual base salary | ||||||||
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Mr. Bruno | COO, US Food & Facilities | 3x annual base salary | ||||||||
Ms. Harrington | SVP, General Counsel | 3x annual base salary | ||||||||
Ms. Charpentier | SVP, CHRO | 3x annual base salary |
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44 |
the input of its independent compensation consultant, Meridian, regarding the risk profile of the compensation program as well as various factors that would mitigate risks associated with Aramark’s compensation program. These factors include: an effective balance between the cash and equity mix and short and long-term focus; annual awards of long term incentives with overlapping vesting periods, the use of multiple performance metrics; substantial stock ownership guidelines; a clawback policy; an anti-hedging policy; and independent committee oversight of the compensation programs.
Charpentier.
Paul Hilal, a member of our Compensation Committee, is Founder and Chief Executive Officer of Mantle Ridge LP. Please see “Certain Relationships and Related Transactions” on page 97 for additional information on the Company’s Stewardship Framework Agreement with Mantle Ridge.
Chair
Richard W. Dreiling
Paul C. Hilal
Name and Principal position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non- Equity Incentive Plan Compen- sation(5) ($) | Change in Pension value And Non- Qualified Deferred Compensation Earnings(6) ($) | All Other Compen- sation(7) ($) | Total ($) | |||||||||||||||||||||||||||
John J. Zillmer Chief Executive Officer |
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2020 |
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1,118,750 |
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682,500 |
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11,400,063 |
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13,600,026 |
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227,500 |
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— |
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65,189 |
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27,094,029 |
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Thomas Ondrof EVP and Chief Financial Officer |
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2020 |
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485,385 |
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180,000 |
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2,400,037 |
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3,600,272 |
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60,000 |
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— |
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94,983 |
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6,820,677 |
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Marc Bruno COO, US Food & Facilities |
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2020 |
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570,584 |
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182,010 |
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2,224,278 |
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3,400,033 |
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60,670 |
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7,665 |
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43,809 |
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6,489,049 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Lynn B. McKee, EVP, Human Resources Former Member, Office of the Chairman |
|
2020 |
|
|
659,073 |
|
|
215,321 |
|
|
1,965,647 |
|
|
2,700,024 |
|
|
71,774 |
|
|
16,182 |
|
|
59,394 |
|
|
5,687,415 |
| |||||||||
|
2019 |
|
|
712,685 |
|
|
— |
|
|
1,050,029 |
|
|
450,002 |
|
|
629,887 |
|
|
16,946 |
|
|
56,479 |
|
|
2,916,028 |
| ||||||||||
|
2018 |
|
|
700,227 |
|
|
— |
|
|
1,120,024 |
|
|
480,008 |
|
|
541,500 |
|
|
14,692 |
|
|
55,634 |
|
|
2,912,084 |
| ||||||||||
Lauren Harrington, General Counsel, Former Member, Office of the Chairman |
|
2020 |
|
|
452,850 |
|
|
127,500 |
|
|
1,820,756 |
|
|
2,700,024 |
|
|
42,500 |
|
|
2,339 |
|
|
32,481 |
|
|
5,178,451 |
| |||||||||
|
2019 |
|
|
380,624 |
|
|
— |
|
|
794,623 |
|
|
340,506 |
|
|
242,600 |
|
|
2,252 |
|
|
40,184 |
|
|
1,800,788 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Stephen I. Sadove, Former Member, Office of the Chairman(8) |
|
2020 |
|
|
192,789 |
|
|
— |
|
|
295,356 |
|
|
— |
|
|
— |
|
|
— |
|
|
25,271 |
|
|
513,417 |
| |||||||||
|
2019 |
|
|
155,907 |
|
|
— |
|
|
160,001 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,727 |
|
|
328,635 |
| ||||||||||
Stephen P. Bramlage, Former EVP and Chief Financial Officer, Former Member, Office of the Chairman |
|
2020 |
|
|
433,852 |
|
|
— |
|
|
2,100,042 |
|
|
900,003 |
|
|
— |
|
|
1,737 |
|
|
862,073 |
|
|
4,297,707 |
| |||||||||
|
2019 |
|
|
757,541 |
|
|
— |
|
|
2,100,022 |
|
|
900,004 |
|
|
682,729 |
|
|
1,315 |
|
|
72,180 |
|
|
4,513,791 |
| ||||||||||
|
2018 |
|
|
695,656 |
|
|
— |
|
|
1,470,062 |
|
|
630,000 |
|
|
546,900 |
|
|
755 |
|
|
45,898 |
|
|
3,389,271 |
|
|
|
|
Name and Principal position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non- Equity Incentive Plan Compen-sation(4) ($) | Change in Pension value And Non- Qualified Deferred Compensation Earnings(5) ($) | All Other Compen- sation(6) ($) | Total ($) | ||||||||||||||||||||
John J. Zillmer Chief Executive Officer | 2023 | 1,300,000 | 7,652,182 | 2,849,251 | 890,117 | 39,282 | 12,730,832 | ||||||||||||||||||||||
2022 | 1,300,000 | — | 6,650,055 | 2,850,008 | 2,486,757 | — | 38,008 | 13,324,828 | |||||||||||||||||||||
2021 | 1,293,750 | — | — | 340,279 | 3,396,484 | — | 21,206 | 5,051,719 | |||||||||||||||||||||
Thomas Ondrof EVP & Chief Financial Officer | 2023 | 825,579 | — | 1,611,056 | 599,845 | 326,702 | — | 28,563 | 3,391,745 | ||||||||||||||||||||
2022 | 800,010 | — | 1,400,108 | 600,004 | 874,464 | — | 30,044 | 3,704,630 | |||||||||||||||||||||
2021 | 796,163 | — | — | — | 1,194,368 | — | 31,994 | 2,022,525 | |||||||||||||||||||||
Marc Bruno SVP & Chief Operating Officer | 2023 | 676,921 | — | 1,490,193 | 554,863 | 175,983 | 13,817 | 51,044 | 2,962,821 | ||||||||||||||||||||
2022 | 646,917 | — | 1,295,016 | 555,011 | 599,280 | 9,189 | 81,870 | 3,187,283 | |||||||||||||||||||||
2021 | 621,994 | — | — | — | 914,200 | 8,075 | 40,420 | 1,584,689 | |||||||||||||||||||||
Lauren Harrington SVP, General Counsel | 2023 | 621,923 | — | 1,208,314 | 449,888 | 209,520 | 4,900 | 28,380 | 2,522,925 | ||||||||||||||||||||
2022 | 573,072 | — | 1,050,081 | 450,006 | 557,470 | 3,090 | 33,531 | 2,667,250 | |||||||||||||||||||||
2021 | 497,587 | — | — | — | 634,508 | 2,588 | 29,231 | 1,163,914 | |||||||||||||||||||||
Abigail Charpentier SVP, Chief Human Resource Officer | 2023 | 498,079 | — | 1,202,177 | 449,921 | 140,953 | 2,027 | 21,876 | 2,315,033 |
Fiscal 2018 Grants | Fiscal 2019 Grants | Fiscal 2020 Grants | ||||||||||||||||||||||
Probable Outcome ($) | Highest Level of Performance ($) | Probable Outcome ($) | Highest Level of Performance ($) | Probable Outcome ($) | Highest Level of Performance ($) | |||||||||||||||||||
John Zillmer |
| N/A
|
|
| N/A
|
|
| N/A
|
|
| N/A
|
| $
| 4,750,035
|
| $
| 11,875,086
|
| ||||||
Thomas Ondrof |
| N/A
|
|
| N/A
|
|
| N/A
|
|
| N/A
|
| $
| 1,000,012
|
| $
| 2,500,029
|
| ||||||
Lynn McKee | $
| 800,011
|
| $
| 1,600,022
|
| $
| 750,010
|
| $
| 1,500,021
|
| $
| 750,020
|
| $
| 1,875,049
|
| ||||||
Marc Bruno |
| N/A
|
|
| N/A
|
|
| N/A
|
|
| N/A
|
| $
| 875,023
|
| $
| 2,187,557
|
| ||||||
Lauren Harrington |
| N/A
|
|
| N/A
|
| $
| 567,565
|
| $
| 1,135,130
|
| $
| 750,020
|
| $
| 1,875,049
|
| ||||||
Stephen Bramlage | $
| 1,050,033
|
| $
| 2,100,066
|
| $
| 1,500,021
|
| $
| 3,000,041
|
| $
| 1,500,039
|
| $
| 3,750,098
|
|
Fiscal 2022 Grants | Fiscal 2023 Grants | |||||||||||||
Probable Outcome ($) | Highest Level of Performance ($) | Probable Outcome ($) | Highest Level of Performance ($) | |||||||||||
John J. Zillmer | $ | 4,750,035 | $ | 8,170,067 | $ | 5,752,146 | $ | 11,504,292 | ||||||
Thomas Ondrof | $ | 1,000,073 | $ | 1,720,133 | $ | 1,211,017 | $ | 2,422,033 | ||||||
Marc Bruno | $ | 925,009 | $ | 1,591,019 | $ | 1,120,170 | $ | 2,240,339 | ||||||
Lauren Harrington | $ | 750,055 | $ | 1,290,100 | $ | 908,275 | $ | 1,816,549 | ||||||
Abigail Charpentier | $ | — | $ | — | $ | 822,132 | $ | 1,644,263 |
|
|
|
|
|
|
|
|
|
|
|
|
47 |
Estimated Future Payouts under Non-Equity Incentive Plan Awards(2) ($) | Estimated Future Payouts under Equity Incentive Plan Awards (#) | All Other | All Other of | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of | |||||||||||||||||||||||||||||||||||||||||||||
Name | Type(1) | Grant Date | Committee Meeting Date | Thres- hold | Target | Maxi- mum | Thres- hold | Target | Maxi- mum | |||||||||||||||||||||||||||||||||||||||||
Zillmer | ACI |
| 568,750 |
|
| 2,275,000 |
|
| 4,436,250 |
| ||||||||||||||||||||||||||||||||||||||||
NQSOs(4) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 300,317 |
| $ | 42.43 |
| $ | 2,850,008 |
| |||||||||||||||||||||||||||||||||||
NQSOs(5) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 531,320 |
| $ | 28.30 |
| $ | 4,750,001 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 132,451 |
| $ | 35.00 |
| $ | 1,000,005 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 172,118 |
| $ | 45.00 |
| $ | 1,000,006 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 218,341 |
| $ | 55.00 |
| $ | 1,000,002 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 271,740 |
| $ | 65.00 |
| $ | 1,000,003 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 332,226 |
| $ | 75.00 |
| $ | 1,000,000 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 401,607 |
| $ | 85.00 |
| $ | 1,000,001 |
| |||||||||||||||||||||||||||||||||||
PSUs(7) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 52,743 |
|
| 105,486 |
|
| 263,715 |
| $ | 4,750,035 |
| ||||||||||||||||||||||||||||||||
RSUs(8) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 44,780 |
| $ | 1,900,015 |
| ||||||||||||||||||||||||||||||||||||||
RSUs(9) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 167,845 |
| $ | 4,750,014 |
| ||||||||||||||||||||||||||||||||||||||
Ondrof | ACI |
| 150,000 |
|
| 600,000 |
|
| 1,170,000 |
| ||||||||||||||||||||||||||||||||||||||||
NQSOs(4) |
| 1/7/2020 |
|
| 1/5/2020 |
|
| 61,188 |
| $ | 43.57 |
| $ | 600,254 |
| |||||||||||||||||||||||||||||||||||
NQSOs(5) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 111,857 |
| $ | 28.30 |
| $ | 1,000,002 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 44,151 |
| $ | 35.00 |
| $ | 333,340 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 57,373 |
| $ | 45.00 |
| $ | 333,337 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 72,781 |
| $ | 55.00 |
| $ | 333,337 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 90,580 |
| $ | 65.00 |
| $ | 333,334 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 110,742 |
| $ | 75.00 |
| $ | 333,333 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 133,869 |
| $ | 85.00 |
| $ | 333,334 |
| |||||||||||||||||||||||||||||||||||
PSUs(7) |
| 1/7/2020 |
|
| 1/5/2020 |
|
| 10,891 |
|
| 21,782 |
|
| 54,455 |
| $ | 1,000,012 |
| ||||||||||||||||||||||||||||||||
RSUs(8) |
| 1/7/2020 |
|
| 1/5/2020 |
|
| 9,181 |
| $ | 400,016 |
| ||||||||||||||||||||||||||||||||||||||
RSUs(9) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 35,336 |
| $ | 1,000,009 |
| ||||||||||||||||||||||||||||||||||||||
Bruno | ACI |
| 151,675 |
|
| 606,701 |
|
| 1,183,067 |
| ||||||||||||||||||||||||||||||||||||||||
NQSOs(4) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 47,419 |
| $ | 42.43 |
| $ | 450,006 |
| |||||||||||||||||||||||||||||||||||
NQSOs(4) |
| 12/4/2019 |
|
| 12/3/2019 |
|
| 7,929 |
| $ | 42.24 |
| $ | 75,008 |
| |||||||||||||||||||||||||||||||||||
NQSOs(5) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 97,875 |
| $ | 28.30 |
| $ | 875,003 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 44,151 |
| $ | 35.00 |
| $ | 333,340 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 57,373 |
| $ | 45.00 |
| $ | 333,337 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 72,781 |
| $ | 55.00 |
| $ | 333,337 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 90,580 |
| $ | 65.00 |
| $ | 333,334 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 110,742 |
| $ | 75.00 |
| $ | 333,333 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 133,869 |
| $ | 85.00 |
| $ | 333,334 |
| |||||||||||||||||||||||||||||||||||
PSUs(7) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 8,328 |
|
| 16,656 |
|
| 41,640 |
| $ | 750,020 |
| ||||||||||||||||||||||||||||||||
PSUs(7) |
| 12/4/2019 |
|
| 12/3/2019 |
|
| 1,388 |
|
| 2,776 |
|
| 6,940 |
| $ | 125,003 |
| ||||||||||||||||||||||||||||||||
PSUs(10) |
| 9/3/2020 |
|
| 9/3/2020 |
|
| 4,460 |
| $ | 124,213 |
|
Name | Type(1) | Grant Date | Committee Meeting Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (2) | Estimated Future Payouts under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(3) | ||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum | ||||||||||||||||||||||||||||||||||||
Zillmer | ACI | 568,750 | 2,275,000 | 4,550,000 | |||||||||||||||||||||||||||||||||||||
NQSOs (4) | 11/17/2022 | 11/7/2022 | 167,603 | $ | 40.29 | $ | 2,849,251 | ||||||||||||||||||||||||||||||||||
PSUs (5) | 11/17/2022 | 11/7/2022 | 58,948 | 117,896 | 235,792 | $ | 5,752,146 | ||||||||||||||||||||||||||||||||||
RSUs (6) | 11/17/2022 | 11/7/2022 | 47,159 | $ | 1,900,036 | ||||||||||||||||||||||||||||||||||||
Ondrof | ACI | 208,750 | 835,000 | 1,670,000 | |||||||||||||||||||||||||||||||||||||
NQSOs (4) | 11/17/2022 | 11/7/2022 | 35,285 | $ | 40.29 | $ | 599,845 | ||||||||||||||||||||||||||||||||||
PSUs (5) | 11/17/2022 | 11/7/2022 | 12,411 | 24,821 | 49,642 | $ | 1,211,017 | ||||||||||||||||||||||||||||||||||
RSUs (6) | 11/17/2022 | 11/7/2022 | 9,929 | $ | 400,039 | ||||||||||||||||||||||||||||||||||||
Bruno | ACI | 171,250 | 685,000 | 1,370,000 | |||||||||||||||||||||||||||||||||||||
NQSOs (4) | 11/17/2022 | 11/7/2022 | 32,639 | $ | 40.29 | $ | 554,863 | ||||||||||||||||||||||||||||||||||
PSUs (5) | 11/17/2022 | 11/7/2022 | 11,480 | 22,959 | 45,918 | $ | 1,120,170 | ||||||||||||||||||||||||||||||||||
RSUs (6) | 11/17/2022 | 11/7/2022 | 9,184 | $ | 370,023 | ||||||||||||||||||||||||||||||||||||
Harrington | ACI | 133,875 | 535,500 | 1,071,000 | |||||||||||||||||||||||||||||||||||||
NQSOs (4) | 11/17/2022 | 11/7/2022 | 26,464 | $ | 40.29 | $ | 449,888 | ||||||||||||||||||||||||||||||||||
PSUs (5) | 11/17/2022 | 11/7/2022 | 9,308 | 18,616 | 37,232 | $ | 908,275 | ||||||||||||||||||||||||||||||||||
RSUs (6) | 11/17/2022 | 11/7/2022 | 7,447 | $ | 300,040 | ||||||||||||||||||||||||||||||||||||
Charpentier | ACI | 97,299 | 389,197 | 778,394 | |||||||||||||||||||||||||||||||||||||
NQSOs (4) | 11/17/2022 | 11/7/2022 | 7,057 | $ | 40.29 | $ | 119,969 | ||||||||||||||||||||||||||||||||||
NQSOs (4) | 1/6/2023 | 12/2/2022 | 17,768 | $ | 43.95 | $ | 329,952 | ||||||||||||||||||||||||||||||||||
PSUs (5) | 11/17/2022 | 11/7/2022 | 1,490 | 2,979 | 5,958 | $ | 145,345 | ||||||||||||||||||||||||||||||||||
PSUs (5) | 1/6/2023 | 12/2/2022 | 6,258 | 12,515 | 25,030 | $ | 676,786 | ||||||||||||||||||||||||||||||||||
RSUs (6) | 11/17/2022 | 11/7/2022 | 3,972 | $ | 160,032 | ||||||||||||||||||||||||||||||||||||
RSUs (6) | 1/6/2023 | 12/2/2022 | 5,006 | $ | 220,014 |
48 |
Estimated Future Payouts under Non-Equity Incentive Plan Awards(2) ($) | Estimated Future Payouts under Equity Incentive Plan Awards (#) | All Other | All Other of | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of | |||||||||||||||||||||||||||||||||||||||||||||
Name | Type(1) | Grant Date | Committee Meeting Date | Thres- hold | Target | Maxi- mum | Thres- hold | Target | Maxi- mum | |||||||||||||||||||||||||||||||||||||||||
Bruno-continued | RSUs(8) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 7,071 |
| $ | 300,023 |
| |||||||||||||||||||||||||||||||||||||
RSUs(8) |
| 12/4/2019 |
|
| 12/3/2019 |
|
| 1,184 |
| $ | 50,012 |
| ||||||||||||||||||||||||||||||||||||||
RSUs(9) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 30,919 |
| $ | 875,008 |
| ||||||||||||||||||||||||||||||||||||||
McKee | ACI |
| 179,435 |
|
| 717,738 |
|
| 1,399,589 |
| ||||||||||||||||||||||||||||||||||||||||
NQSOs(4) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 47,419 |
| $ | 42.43 |
| $ | 450,006 |
| |||||||||||||||||||||||||||||||||||
NQSOs(5) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 83,893 |
| $ | 28.30 |
| $ | 750,003 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 33,113 |
| $ | 35.00 |
| $ | 250,003 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 43,030 |
| $ | 45.00 |
| $ | 250,004 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 54,586 |
| $ | 55.00 |
| $ | 250,004 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 67,935 |
| $ | 65.00 |
| $ | 250,001 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 83,057 |
| $ | 75.00 |
| $ | 250,002 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 100,402 |
| $ | 85.00 |
| $ | 250,001 |
| |||||||||||||||||||||||||||||||||||
PSUs(7) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 8,328 |
|
| 16,656 |
|
| 41,640 |
| $ | 750,020 |
| ||||||||||||||||||||||||||||||||
PSUs(10) |
| 9/3/2020 |
|
| 9/3/2020 |
|
| 5,946 |
| $ | 165,598 |
| ||||||||||||||||||||||||||||||||||||||
RSUs(8) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 7,071 |
| $ | 300,023 |
| ||||||||||||||||||||||||||||||||||||||
RSUs(9) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 26,502 |
| $ | 750,007 |
| ||||||||||||||||||||||||||||||||||||||
Harrington | ACI |
| 106,250 |
|
| 425,000 |
|
| 828,750 |
| ||||||||||||||||||||||||||||||||||||||||
NQSOs(4) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 47,419 |
| $ | 42.43 |
| $ | 450,006 |
| |||||||||||||||||||||||||||||||||||
NQSOs(5) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 83,893 |
| $ | 28.30 |
| $ | 750,003 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 33,113 |
| $ | 35.00 |
| $ | 250,003 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 43,030 |
| $ | 45.00 |
| $ | 250,004 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 54,586 |
| $ | 55.00 |
| $ | 250,004 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 67,935 |
| $ | 65.00 |
| $ | 250,001 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 83,057 |
| $ | 75.00 |
| $ | 250,002 |
| |||||||||||||||||||||||||||||||||||
NQSOs(6) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 100,402 |
| $ | 85.00 |
| $ | 250,001 |
| |||||||||||||||||||||||||||||||||||
PSUs(7) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 8,328 |
|
| 16,656 |
|
| 41,640 |
| $ | 750,020 |
| ||||||||||||||||||||||||||||||||
PSUs(10) |
| 9/3/2020 |
|
| 9/3/2020 |
|
| 744 |
| $ | 20,707 |
| ||||||||||||||||||||||||||||||||||||||
RSUs(8) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 7,071 |
| $ | 300,023 |
| ||||||||||||||||||||||||||||||||||||||
RSUs(9) |
| 9/4/2020 |
|
| 9/3/2020 |
|
| 26,502 |
| $ | 750,007 |
| ||||||||||||||||||||||||||||||||||||||
Sadove | DSU |
| 1/29/2020 |
|
| 1/29/2020 |
|
| 6,418 |
| $ | 295,356 |
| |||||||||||||||||||||||||||||||||||||
Bramlage | ACI |
| 194,488 |
|
| 777,950 |
|
| 1,517,003 |
| ||||||||||||||||||||||||||||||||||||||||
NQSOs(4) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 94,837 |
| $ | 42.43 |
| $ | 900,003 |
| |||||||||||||||||||||||||||||||||||
PSUs(7) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 16,656 |
|
| 33,312 |
|
| 83,280 |
| $ | 1,500,039 |
| ||||||||||||||||||||||||||||||||
RSUs(8) |
| 11/21/2019 |
|
| 11/14/2019 |
|
| 14,141 |
| $ | 600,003 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding Equity Awards at 20202023 Fiscal Year-End
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||
Name | Type | Number of (#) | Number of Securities Underlying Unexercised Options Unexercisable(2) (#) | Equity (#) | Option Exercise Price | Option Date | Number of Shares or Units of Not Vested (#) | Market ($) | Equity Not (#) | Equity ($) | |||||||||||||||||||||||||||||||||||||
Zillmer | NQSOs |
| — |
| 300,317 | $ | 42.43 |
| 11/21/2029 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 531,320 | $ | 28.30 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 132,451 | $ | 35.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 172,118 | $ | 45.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 218,341 | $ | 55.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 271,740 | $ | 65.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 332,226 | $ | 75.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 401,607 | (7) | $ | 85.00 |
|
| 9/4/2030 | |||||||||||||||||||||||||||||||||||||
PSUs(3) |
| 106,931 | $ | 7,233,882 | |||||||||||||||||||||||||||||||||||||||||||
RSUs(4) |
| 213,238 | $ | 5,770,232 | |||||||||||||||||||||||||||||||||||||||||||
Ondrof | NQSOs |
| — |
| 61,188 | $ | 43.57 |
|
| 1/7/2030 | |||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 111,857 | $ | 28.30 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 44,151 | $ | 35.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 57,373 | $ | 45.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 72,781 | $ | 55.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 90,580 | $ | 65.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 110,742 | $ | 75.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 133,869 | $ | 85.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
PSUs(3) |
| 22,023 | $ | 1,489,862 | |||||||||||||||||||||||||||||||||||||||||||
RSUs(4) |
| 44,619 | $ | 1,207,380 | |||||||||||||||||||||||||||||||||||||||||||
Bruno | NQSOs |
| 12,327 |
| — | $ | 23.92 |
|
| 12/20/2023 | |||||||||||||||||||||||||||||||||||||
NQSOs |
| 13,176 |
| — | $ | 27.05 |
|
| 5/12/2024 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 48,251 |
| — | $ | 28.66 |
|
| 11/19/2024 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 35,903 |
| — | $ | 32.65 |
|
| 11/20/2025 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 42,552 |
| 14,186 | $ | 34.08 |
|
| 11/18/2026 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 20,570 |
| 20,573 | $ | 40.74 |
|
| 11/16/2027 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 13,457 |
| 40,371 | $ | 36.74 |
|
| 11/15/2028 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 47,419 | $ | 42.43 |
|
| 11/21/2029 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 7,929 | $ | 42.24 |
|
| 12/4/2029 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 97,875 | $ | 28.30 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 44,151 | $ | 35.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 57,373 | $ | 45.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 72,781 | $ | 55.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 90,580 | $ | 65.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 110,742 | $ | 75.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 133,869 | $ | 85.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
PSUs(3) |
|
|
| 40,643 | $ | 2,465,992 | |||||||||||||||||||||||||||||||||||||||||
RSUs(4) |
|
|
| 50,475 | $ | 1,365,847 |
Name | Type | Option Awards | Stock Awards | |||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(2) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Unites of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($) | ||||||||||||||||||||||||
Zillmer | NQSOs | 225,237 | 75,080 | $ | 42.43 | 11/21/2029 | ||||||||||||||||||||||||||
NQSOs | 531,320 | — | $ | 28.30 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 44,150 | 88,301 | $ | 35.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 57,372 | 114,746 | $ | 45.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 90,580 | 181,160 | $ | 65.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 72,780 | 145,561 | $ | 55.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 113,934 | 227,870 | $ | 85.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 110,742 | 221,484 | $ | 75.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 19,934 | 39,869(5) | $ | 85.00 | 1/7/2031 | |||||||||||||||||||||||||||
NQSOs | 71,536 | 143,073 | $ | 36.89 | 11/18/2031 | |||||||||||||||||||||||||||
NQSOs | — | 167,603 | $ | 40.29 | 11/17/2032 | |||||||||||||||||||||||||||
PSUs(3) | 128,613 | $ | 4,462,862 | |||||||||||||||||||||||||||||
RSUs(4) | 94,615 | $ | 3,283,146 | |||||||||||||||||||||||||||||
Ondrof | NQSOs | 45,891 | 15,297 | $ | 43.57 | 1/7/2030 | ||||||||||||||||||||||||||
NQSOs | 111,857 | — | $ | 28.30 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 14,717 | 29,434 | $ | 35.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 19,124 | 38,249 | $ | 45.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 24,260 | 48,521 | $ | 55.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 30,193 | 60,387 | $ | 65.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 44,623 | 89,246 | $ | 85.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 36,914 | 73,828 | $ | 75.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 15,060 | 30,121 | $ | 36.89 | 11/18/2031 | |||||||||||||||||||||||||||
NQSOs | — | 35,285 | $ | 40.29 | 11/17/2032 | |||||||||||||||||||||||||||
PSUs(3) | 27,078 | $ | 939,599 | |||||||||||||||||||||||||||||
RSUs(4) | 19,851 | $ | 688,846 | |||||||||||||||||||||||||||||
Bruno | NQSOs | 12,327 | — | $ | 23.92 | 12/20/2023 | ||||||||||||||||||||||||||
NQSOs | 13,176 | — | $ | 27.05 | 5/12/2024 | |||||||||||||||||||||||||||
NQSOs | 48,251 | — | $ | 28.66 | 11/19/2024 | |||||||||||||||||||||||||||
NQSOs | 35,903 | — | $ | 32.65 | 11/20/2025 | |||||||||||||||||||||||||||
NQSOs | 56,738 | — | $ | 34.08 | 11/18/2026 | |||||||||||||||||||||||||||
NQSOs | 41,143 | — | $ | 40.74 | 11/16/2027 | |||||||||||||||||||||||||||
NQSOs | 53,828 | — | $ | 36.74 | 11/15/2028 | |||||||||||||||||||||||||||
NQSOs | 35,564 | 11,855 | $ | 42.43 | 11/21/2029 | |||||||||||||||||||||||||||
NQSOs | 5,946 | 1,983 | $ | 42.24 | 12/4/2029 | |||||||||||||||||||||||||||
NQSOs | 97,875 | — | $ | 28.30 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 14,717 | 29,434 | $ | 35.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 19,124 | 38,249 | $ | 45.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 24,260 | 48,521 | $ | 55.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 30,193 | 60,387 | $ | 65.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 44,623 | 89,246 | $ | 85.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 36,914 | 73,828 | $ | 75.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 13,931 | 27,862 | $ | 36.89 | 11/18/2031 | |||||||||||||||||||||||||||
NQSOs | — | 32,639 | $ | 40.29 | 11/17/2032 | |||||||||||||||||||||||||||
PSUs(3) | 25,046 | $ | 869,091 | |||||||||||||||||||||||||||||
RSUs(4) | 18,307 | $ | 635,237 |
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||
Name | Type | Number of (#) | Number of Securities Underlying Unexercised Options Unexercisable(2) (#) | Equity (#) | Option Exercise Price | Option Date | Number of Shares or Units of Not Vested (#) | Market ($) | Equity Not (#) | Equity ($) | |||||||||||||||||||||||||||||||||||||
McKee(6) | NQSOs |
| 94,518 |
| — | $ | 16.21 |
|
| 7/9/2023 | |||||||||||||||||||||||||||||||||||||
NQSOs |
| 25,828 |
| — | $ | 16.21 |
|
| 7/31/2021 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 30,817 |
| — | $ | 23.92 |
|
| 12/20/2023 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 77,202 |
| — | $ | 28.66 |
|
| 11/19/2024 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 67,582 |
| — | $ | 32.65 |
|
| 11/20/2025 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 56,736 |
| 18,915 | $ | 34.08 |
|
| 11/18/2026 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 27,428 |
| 27,430 | $ | 40.74 |
|
| 11/16/2027 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 13,457 |
| 40,371 | $ | 36.74 |
|
| 11/15/2028 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 47,419 | $ | 42.43 |
|
| 11/21/2029 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 83,893 | $ | 28.30 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 33,113 | $ | 35.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 43,030 | $ | 45.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 54,586 | $ | 55.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 67,935 | $ | 65.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 83,057 | $ | 75.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 100,402 | $ | 85.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
PSUs(3) |
| 37,836 | $ | 2,276,117 | |||||||||||||||||||||||||||||||||||||||||||
RSUs(4) |
| 46,494 | $ | 1,258,135 | |||||||||||||||||||||||||||||||||||||||||||
Harrington | NQSOs |
| 10,000 |
| — | $ | 12.76 |
|
| 12/7/2021 | |||||||||||||||||||||||||||||||||||||
NQSOs |
| 9,452 |
| — | $ | 16.21 |
|
| 7/9/2023 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 3,082 |
| — | $ | 23.92 |
|
| 12/20/2023 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 9,651 |
| — | $ | 28.66 |
|
| 11/19/2024 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 5,703 |
| — | $ | 32.65 |
|
| 11/20/2025 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 4,785 |
| 1,598 | $ | 34.08 |
|
| 11/18/2026 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 3,428 |
| 3,430 | $ | 40.74 |
|
| 11/16/2027 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 1,211 |
| 3,634 | $ | 36.74 |
|
| 11/15/2028 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 5,877 |
| 17,634 | $ | 30.59 |
|
| 3/4/2029 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| 5,130 |
| 15,390 | $ | 37.66 |
|
| 8/8/2029 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 47,419 | $ | 42.43 |
|
| 11/21/2029 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 83,893 | $ | 28.30 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 33,113 | $ | 35.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 43,030 | $ | 45.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 54,586 | $ | 55.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 67,935 | $ | 65.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 83,057 | $ | 75.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
NQSOs |
| — |
| 100,402 | $ | 85.00 |
|
| 9/4/2030 | ||||||||||||||||||||||||||||||||||||||
PSUs(3) |
| 33,852 | $ | 2,060,529 | |||||||||||||||||||||||||||||||||||||||||||
RSUs(4) |
| 47,336 | $ | 1,280,912 | |||||||||||||||||||||||||||||||||||||||||||
Sadove | DSUs(5) |
| 6,418 | $ | 173,671 | ||||||||||||||||||||||||||||||||||||||||||
Bramlage |
|
Name | Type | Option Awards | Stock Awards | |||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(2) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Unites of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($) | ||||||||||||||||||||||||
Harrington | NQSOs | 3,082 | — | $ | 23.92 | 12/20/2023 | ||||||||||||||||||||||||||
NQSOs | 9,651 | — | $ | 28.66 | 11/19/2024 | |||||||||||||||||||||||||||
NQSOs | 5,703 | — | $ | 32.65 | 11/20/2025 | |||||||||||||||||||||||||||
NQSOs | 6,383 | — | $ | 34.08 | 11/18/2026 | |||||||||||||||||||||||||||
NQSOs | 6,858 | — | $ | 40.74 | 11/16/2027 | |||||||||||||||||||||||||||
NQSOs | 4,845 | — | $ | 36.74 | 11/15/2028 | |||||||||||||||||||||||||||
NQSOs | 23,511 | — | $ | 30.59 | 3/4/2029 | |||||||||||||||||||||||||||
NQSOs | 20,520 | — | $ | 37.66 | 8/8/2029 | |||||||||||||||||||||||||||
NQSOs | 35,564 | 11,855 | $ | 42.43 | 11/21/2029 | |||||||||||||||||||||||||||
NQSOs | 83,893 | — | $ | 28.30 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 11,037 | 22,076 | $ | 35.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 18,195 | 36,391 | $ | 55.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 22,645 | 45,290 | $ | 65.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 14,343 | 28,687 | $ | 45.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 33,467 | 66,935 | $ | 85.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 27,685 | 55,372 | $ | 75.00 | 9/4/2030 | |||||||||||||||||||||||||||
NQSOs | 11,295 | 22,591 | $ | 36.89 | 11/18/2031 | |||||||||||||||||||||||||||
NQSOs | — | 26,464 | $ | 40.29 | 11/17/2032 | |||||||||||||||||||||||||||
PSUs(3) | 20,308 | $ | 704,703 | |||||||||||||||||||||||||||||
RSUs(4) | 14,943 | $ | 518,526 | |||||||||||||||||||||||||||||
Charpentier | NQSOs | 10,779 | 5,390 | $ | 35.24 | 9/1/2031 | ||||||||||||||||||||||||||
NQSOs | 3,012 | 6,025 | $ | 36.89 | 11/18/2031 | |||||||||||||||||||||||||||
NQSOs | — | 7,057 | $ | 40.29 | 11/17/2032 | |||||||||||||||||||||||||||
NQSOs | — | 17,768 | $ | 43.95 | 1/6/2033 | |||||||||||||||||||||||||||
PSUs(3) | 8,947 | $ | 310,462 | |||||||||||||||||||||||||||||
RSUs(4) | 13,965 | $ | 484,596 |
|
|
Name | Award Date | Number of Unearned Shares or Units at | Number of Unearned Shares or Units at Maximum (#) | Performance Condition | Performance Period End Date | |||||||||||||
Zillmer |
| 11/21/2019 |
|
| 106,931 |
|
| 267,328 |
| ARG, AOIG, ROIC, and TSR |
| 9/30/2022 |
| |||||
Ondrof |
| 1/7/2020 |
|
| 22,023 |
|
| 55,058 |
| ARG, AOIG, ROIC, and TSR |
| 9/30/2022 |
| |||||
Bruno |
| 11/15/2018 |
|
| 20,952 |
|
| 41,903 |
| EPS and ROIC |
| 10/1/2021 |
| |||||
| 11/21/2019 |
|
| 16,884 |
|
| 42,210 |
| ARG, AOIG, ROIC, and TSR |
| 9/30/2022 |
| ||||||
| 12/4/2019 |
|
| 2,807 |
|
| 7,017 |
| ARG, AOIG, ROIC, and TSR |
| 9/30/2022 |
| ||||||
McKee |
| 11/15/2018 |
|
| 20,952 |
|
| 41,903 |
| EPS and ROIC |
| 10/1/2021 |
| |||||
| 11/21/2019 |
|
| 16,884 |
|
| 42,210 |
| ARG, AOIG, ROIC, and TSR |
| 9/30/2022 |
| ||||||
Harrington |
| 11/15/2018 |
|
| 1,886 |
|
| 3,773 |
| EPS and ROIC |
| 10/1/2021 |
| |||||
| 3/4/2019 |
|
| 8,334 |
|
| 16,667 |
| EPS and ROIC |
| 10/1/2021 |
| ||||||
| 8/8/2019 |
|
| 6,748 |
|
| 13,496 |
| EPS and ROIC |
| 10/1/2021 |
| ||||||
| 11/21/2019 |
|
| 16,884 |
|
| 42,210 |
| ARG, AOIG, ROIC, and TSR |
| 9/30/2022 |
|
|
Name | Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | Name | Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | |||||||||||||||||
Zillmer |
| 11/21/2019 |
|
| 45,393 |
| McKee |
| 11/18/2016 |
|
| 2,463 |
| |||||||||
| 9/4/2020 |
|
| 167,845 |
|
| 11/16/2017 |
|
| 4,075 |
| |||||||||||
Ondrof |
| 1/7/2020 |
|
| 9,283 |
|
| 11/15/2018 |
|
| 6,287 |
| ||||||||||
| 9/4/2020 |
|
| 35,336 |
|
| 11/21/2019 |
|
| 7,168 |
| |||||||||||
Bruno |
| 11/18/2016 |
|
| 1,849 |
|
| 9/4/2020 |
|
| 26,502 |
| ||||||||||
| 11/16/2017 |
|
| 3,055 |
| Harrington |
| 11/18/2016 |
|
| 209 |
| ||||||||||
| 11/15/2018 |
|
| 6,287 |
|
| 11/16/2017 |
|
| 510 |
| |||||||||||
| 11/21/2019 |
|
| 7,168 |
|
| 8/9/2018 |
|
| 7,854 |
| |||||||||||
| 12/4/2019 |
|
| 1,197 |
|
| 11/15/2018 |
|
| 567 |
| |||||||||||
| 9/4/2020 |
|
| 30,919 |
|
| 3/4/2019 |
|
| 2,502 |
| |||||||||||
| 8/8/2019 |
|
| 2,025 |
| |||||||||||||||||
| 11/21/2019 |
|
| 7,168 |
| |||||||||||||||||
| 9/4/2020 |
|
| 26,502 |
|
|
Name | Award Date | Number of Unearned Shares or Units at Target (#) | Number of Unearned Shares or Units at Maximum (#) | Performance Condition | Performance Period End Date | Vest Date | ||||||||||||||
Zillmer | 11/18/2021 | 124,217 | 241,980 | ROIC, ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | ||||||||||||||
11/17/2022 | 119,233 | 238,467 | ARG, EPS, ROIC, TSR | 10/3/2025 | 10/2/2026 | |||||||||||||||
Ondrof | 11/18/2021 | 26,153 | 50,946 | ROIC, ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | ||||||||||||||
11/17/2022 | 25,103 | 50,205 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | |||||||||||||||
Bruno | 11/18/2021 | 24,190 | 47,122 | ROIC, ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | ||||||||||||||
11/17/2022 | 23,219 | 46,439 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | |||||||||||||||
Harrington | 11/18/2021 | 19,614 | 38,210 | ROIC, ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | ||||||||||||||
11/17/2022 | 18,827 | 37,654 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | |||||||||||||||
Charpentier | 11/18/2021 | 3,011 | 7,526 | ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | ||||||||||||||
11/17/2022 | 3,013 | 6,026 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | |||||||||||||||
1/6/2023 | 12,623 | 25,247 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 |
Name | Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | Name | Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | |||||||||||||||
Zillmer | 11/21/2019 | 11,760 | Harrington | 11/21/2019 | 1,859 | |||||||||||||||
11/18/2021 | 35,161 | 11/18/2021 | 5,553 | |||||||||||||||||
11/17/2022 | 47,694 | 11/17/2022 | 7,531 | |||||||||||||||||
Ondrof | 1/7/2020 | 2,406 | Charpentier | 9/1/2021 | 1,937 | |||||||||||||||
11/18/2021 | 7,404 | 11/18/2021 | 2,961 | |||||||||||||||||
11/17/2022 | 10,042 | 11/17/2022 | 4,017 | |||||||||||||||||
Bruno | 11/21/2019 | 1,859 | 1/6/2023 | 5,049 | ||||||||||||||||
12/4/2019 | 311 | |||||||||||||||||||
11/18/2021 | 6,848 | |||||||||||||||||||
11/17/2022 | 9,288 |
| ||||||||
51 |
|
Name | Option Awards | Stock Awards | ||||||||||||||||||
Number Of Shares Acquired On Exercise (#) | Value Realized On Exercise ($)(1) | Number Of Shares Acquired On Vesting(2)(3) (#) | Value Realized On Vesting(1) ($) | |||||||||||||||||
Zillmer
| —
| $ —
| —
|
| $ —
|
| ||||||||||||||
Ondrof
| —
| $ —
| —
|
| $ —
|
| ||||||||||||||
Bruno
| —
| $ —
| 11,218
|
| $417,012
|
| ||||||||||||||
McKee
| 250,000
| $8,127,232
| 15,011
|
| $559,697
|
| ||||||||||||||
Harrington
| —
| $ —
| 3,103
|
| $103,174
|
| ||||||||||||||
Sadove(4)
| —
| $ —
| 5,023
|
| $228,829
|
| ||||||||||||||
Bramlage
| 277,120
| $7,276,085
| 11,759
|
| $515,695
|
|
|
|
|
|
2023.
Name | Option Awards | Stock Awards | ||||||||||||
Number Of Shares Acquired On Exercise (#) | Value Realized On Exercise ($)(1) | Number Of Shares Acquired On Vesting(2)(3) (#) | Value Realized On Vesting(1) ($) | |||||||||||
Zillmer | — | $ | — | 87,009 | $ | 3,387,978 | ||||||||
Ondrof | — | $ | — | 18,247 | $ | 718,263 | ||||||||
Bruno | — | $ | — | 18,361 | $ | 715,477 | ||||||||
Harrington | 9,452 | $ | 248,262 | 15,491 | $ | 601,284 | ||||||||
Charpentier | — | $ | — | 3,402 | $ | 131,039 |
2023
Non-Qualified Deferred Compensation for Fiscal Year 20202023
Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance At Last FYE(3)(5) ($) | ||||||||||||
Zillmer | |||||||||||||||||
2007 SIRP | — | — | — | — | — | ||||||||||||
Ondrof | |||||||||||||||||
2007 SIRP | — | — | — | — | — | ||||||||||||
Bruno | |||||||||||||||||
2007 SIRP | 48,896 | 10,250 | 84,088 | — | 1,607,314 | ||||||||||||
Harrington | |||||||||||||||||
2007 SIRP | 37,315 | 10,250 | 29,819 | — | 586,826 | ||||||||||||
Charpentier | |||||||||||||||||
2007 SIRP | 100,000 | — | 12,333 | (496,180) | 368,132 |
Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance At Last FYE(3)(4) ($) | |||||||||||||||
John Zillmer
| ||||||||||||||||||||
2007 SIRP
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| |||||
Thomas Ondrof
| ||||||||||||||||||||
2007 SIRP
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| |||||
Lynn McKee
| ||||||||||||||||||||
2007 SIRP
|
| 39,544
|
|
| 4,875
|
|
| 115,569
|
|
| —
|
|
| 2,597,364
|
| |||||
Marc Bruno
| ||||||||||||||||||||
2007 SIRP
|
| 45,647
|
|
| 4,875
|
|
| 54,742
|
|
| —
|
|
| 1,249,809
|
| |||||
Lauren Harrington
| ||||||||||||||||||||
2007 SIRP
|
| 27,171
|
|
| 4,875
|
|
| 16,706
|
|
| —
|
|
| 394,736
|
| |||||
Stephen Bramlage
| ||||||||||||||||||||
2007 SIRP
|
| 48,322
|
|
| —
|
|
| 12,404
|
|
| —
|
|
| 298,742
|
|
| ||||||||
52 |
|
|
|
Potential Post-Employment Benefits
•severance payments equal to his or her monthly base salary and target annual incentive for 18 months (24 months in the case of Mr. Zillmer) made in the course of our normal payroll cycle;
•pro rata bonus provided for the year of the termination at time of the regular payment based on actual performance outcomes;
•participation in our basic medical and life insurance programs (basic medical, dental, and vision for Mr. Ondrof) during the period over which he or she receives severance payments, with the employee’s share of premiums deducted from the severance payments (provided until the age of 65 for Mr. Ondrof);
•continuation of his or her monthly car allowance payments during the severance period;
•reimbursement for professional outplacement services incurred during the applicable severance pay period, in an amount not to exceed 10% of the executive’s salary at the time of the termination (not provided to Mr. Zillmer); and
•all of his or her vested stock options, with 90 days following termination of employment to exercise, with all other unvested equity awards automatically canceled.
53 |
•cash severance benefits based on a multiple of two times his or her base salary and two times his or her target bonus (two and one-half times in the case of Mr. Zillmer) payable over a two-year period according to our payroll cycle (as a lump sum for Mr. Zillmer);
•a lump sum payment equal to the portion of his or her target bonus attributable to the portion of the fiscal year served prior to termination, plus any earned but unpaid amounts;
•continued medical, life and disability insurance at our expense (except for Mr. Ondrof who is eligible for continued medical, dental, and vision and responsible for paying the employee cost of his benefit continuation) for a two-year period following termination (two and one-half years in the case of Mr. Zillmer and until the age of 65 in the case of Mr. Ondrof);
•outplacement counseling in an amount not to exceed 10% of base salary (not provided to Mr. Zillmer);
•continued payment of his or her monthly car allowance payments, if provided at the time of termination, for a period of 24 months (30 months in the case of Mr. Zillmer); and
•accelerated vesting of outstanding equity-based awards (as described below under “Change of Control Vesting of Equity Awards”) or retirement plan benefits as is specified under the terms of the applicable plans.
Upon a voluntary termination, after one year of service, Mr. Ondrof is eligible for continued basic group medical, dental, and vision coverage on substantially the same terms as applied immediately prior to the separation until Mr. Ondrof reaches the age of 65.Survivor Income Protection Plan and/or life insurance policies, as applicable, in the case of death (or, in the case of the Survivor Income Protection Plan, upon retirement after age 65).death. Additionally, after one year of service with the Company, Mr. Ondrof will becomeis eligible for continuation of basic group medical, dental, and vision coverage through the age of 65 if he resigns for any reason.grant,grants, of time-vesting equity awards and become vested in Performance Awards based on the following schedule: 1/3 of the award is eligible to vest based on actual performance as measured at the end of the three-year performance period if the disability event occurs during the first year of the three-year performance period, 2/3 of the award is eligible to vest based on actual performance as measured at the end of the three-year performance period if the disability event occurs during the second year of the three-year performance, and all of the award is eligible to vest based on actual performance as measured at the end of the three-year performance period if the disability event occurs during the third year of the three-year performance period. In addition, vested stock options remain exercisable for one year following termination of employment due to disability.AwardsStock Units based on the following schedule: 1/3 of the award is eligible to vest based on actual performance as measured at the end of the three-year performance period if the termination occurs during the first year of the three-year performance period, 2/3 of the award is eligible to vest based on actual performance as measured at the end of the three-year performance period if the termination occurs during the second year of the three-year performance, and all of the award is eligible to vest based on actual performance as measured at the end of the three-year performance period if the termination occurs during the third year of the three-year performance period. In addition, vested stock options remain exercisable for one year following termination of employment due to death, disability or retirement.74
Beginning for awards granted in fiscal 2018, if any NEO has been employed with the Company for at least five years, is at least 62 years old and gives the Company at least one year’s written notice of his or her intent to retire, then upon such a retirement with notice (using the retirement date provided in the written notice regardless of any Board action to accelerate the retirement date), the next two tranches of outstanding, unvested equity awards will remain outstanding and eligible to vest on their original terms (with the vesting of performance based equity incentives to remain subject to the achievement of the relevant performance condition), without regard to a requirement that the executive remain in service with the Company. The premium priced option grant will continue vesting for two
54 |
If a change of control were to have occurred at the end of fiscal 2023, excise tax would have been imposed on Ms. Harrington and she would have retained a greater after-tax amount if her payments were reduced than if she paid the excise tax.
55 |
•removal by the Company’s Board of Directors from the position of Chief Executive Officer of the Company;
•any decrease in Base Salary or Target Bonus;
•any relocation of Executive’sMr. Zillmer’s principal place of business of 50 miles or more from the Company’s headquarters in Philadelphia, Pennsylvania, other than normal travel consistent with past practice; or
•the Company’s material breach of the employment letter agreement between the Company and ExecutiveMr. Zillmer dated October 6, 2019, which for the avoidance of doubt shalldoes not be interpreted to include the provisions of thisthe Aramark Agreement relating to Employment and Post Employment Competition, but shall include,includes, without limitation, a diminution of Employee’sMr. Zillmer’s duties or authority as Chief Executive Officer (including reporting relationships).
Executive shall have
For other NEOs,“Good “Good Reason” means any of the following actions on or after a Change of Control, without the Executive’s express prior written approval, other than due to the Executive’s permanent disability or death:
•any decrease in Base Salary or Target Bonus;
•any decrease in the Executive’s pension benefit opportunities or any material diminution in the aggregate employee benefits, in each case, afforded to the Executive immediately prior to the Change of Control, but not including any such decrease or diminution that is inadvertent and that is cured within 30 days following written notice of such decrease or diminution by the Executive to the Company;
•any diminution in the Executive’s title or reporting relationship, or substantial diminution in duties or responsibilities (other than solely as a result of a Change of Control in which the Company immediately thereafter is no longer publicly held); or
•any relocation of the Executive’s principal place of business of 35 miles or more, other than normal travel consistent with past practice.
•an entity or group other than us, our former private equity sponsor owners or one of our employee benefit plans acquires more than 50% of our voting stock;
•the Company experiences a reorganization, merger or sale or disposition of substantially all of our assets or we purchase the assets or stock of another entity unless the shareholders prior to the transaction own at least 50% of the voting stock after the transaction and no person owns a majority of the voting stock (unless that ownership existed before the transaction); or
•a majority of the members of the Board are replaced during any 12-month period and the new directors are not endorsed by a majority of the Board before the replacement.
Mr. Bramlage
Termination without Cause in the Absence of a Change of Control – Mr. Bramlage will be paid benefits in line with the contractual provisions detailed below and discussed in the Executive Transitions section of the CD&A.
Upon Mr. Bramlage’s departure from the Company, Mr. Bramlage became entitled to the following payments, while unvested equity awards were forfeited:
a pro rata bonus for the year of termination based upon target performance paid at the time of the typical annual bonus payment;
continued payment of his base salary for 18 months;
one and one-half times the target bonus paid at the time of the typical annual bonus payment;
continued participation in the Company’s basic medical and life insurance programs on the same terms as prior to termination for a period of 18 months, both for Mr. Bramlage and for his dependents;
continued payment of his monthly car allowance for 18 months;
all of his vested stock options could be exercised for 90 days following termination of employment, with all other unvested equity awards automatically canceled.
Restrictive Covenants
Payments to Mr. Bramlage described above are contingent on continued compliance with (i) non-disclosure and non-disparagement obligations and (ii) non-competition and non-solicitation provisions for 18 months following his separation.
Name | Retirement ($) | Retirement ($) | Death(3) ($) | Disability ($) | Termination With Cause ($) | Termination Without Cause(4) ($) | Change Of Control(5) ($) | |||||||||||||||||||||
Zillmer(6)
| ||||||||||||||||||||||||||||
Cash Payment (Lump Sum)
|
| —
|
|
| —
|
|
| 2,000,000
|
|
| —
|
|
| —
|
|
| 11,212,500
|
| ||||||||||
Cash Payment (Over Time)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 7,150,000
|
|
| —
|
| |||||||
Acceleration of Unvested Equity(1)
|
| —
|
|
| —
|
|
| 8,820,766
|
|
| 2,836,025
|
|
| —
|
|
| —
|
|
| 8,820,766
|
| |||||||
Benefit Continuation(2)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 72,324
|
|
| 125,664
|
| |||||||
Total
|
| —
|
|
| —
|
|
| 10,820,766
|
|
| 2,836,025
|
|
| —
|
|
| 7,222,324
|
|
| 20,158,930
|
| |||||||
Ondrof(7)
| ||||||||||||||||||||||||||||
Cash Payment (Lump Sum)
|
| —
|
|
| —
|
|
| 2,000,000
|
|
| —
|
|
| —
|
|
| 800,000
|
| ||||||||||
Cash Payment (Over Time)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 2,400,000
|
|
| 3,200,000
|
| |||||||
Acceleration of Unvested Equity(1)
|
| —
|
|
| —
|
|
| 590,700
|
|
| 590,700
|
|
| —
|
|
| —
|
|
| 1,836,070
|
| |||||||
Benefit Continuation(2)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 126,918
|
|
| 142,898
|
| |||||||
Total
|
| —
|
|
| —
|
|
| 2,590,700
|
|
| 590,700
|
|
| —
|
|
| 2,526,918
|
|
| 5,978,968
|
| |||||||
McKee(8)
| ||||||||||||||||||||||||||||
Cash Payment (Lump Sum)
|
| —
|
|
| —
|
|
| 1,500,000
|
|
| —
|
|
| —
|
|
| —
|
|
| 717,738
|
| |||||||
Cash Payment (Over Time)
|
| —
|
|
| —
|
|
| 3,447,559
|
|
| —
|
|
| —
|
|
| 2,153,214
|
|
| 2,870,952
|
| |||||||
Acceleration of Unvested Equity(1)
|
| 1,014,391
|
|
| 1,768,517
|
|
| 1,014,391
|
|
| 1,014,391
|
|
| —
|
|
| —
|
|
| 2,323,484
|
| |||||||
Benefit Continuation(2)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 118,692
|
|
| 134,672
|
| |||||||
Total
|
| 1,014,391
|
|
| 1,768,517
|
|
| 5,961,950
|
|
| 1,014,391
|
|
| —
|
|
| 2,271,906
|
|
| 6,046,846
|
| |||||||
Bruno(9)
| ||||||||||||||||||||||||||||
Cash Payment (Lump Sum)
|
| —
|
|
| —
|
|
| 2,000,000
|
|
| —
|
|
| —
|
|
| 625,000
|
| ||||||||||
Cash Payment (Over Time)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 1,875,000
|
|
| 2,500,000
|
| |||||||
Acceleration of Unvested Equity(1)
|
| —
|
|
| —
|
|
| 1,058,085
|
|
| 1,058,085
|
|
| —
|
|
| —
|
|
| 2,510,576
|
| |||||||
Benefit Continuation(2)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 110,062
|
|
| 136,759
|
| |||||||
Total
|
| —
|
|
| —
|
|
| 3,058,085
|
|
| 1,058,085
|
|
| —
|
|
| 1,985,062
|
|
| 5,772,335
|
| |||||||
Harrington(10)
| ||||||||||||||||||||||||||||
Cash Payment (Lump Sum)
|
| —
|
|
| —
|
|
| 2,000,000
|
|
| —
|
|
| —
|
|
| 425,000
|
| ||||||||||
Cash Payment (Over Time)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 1,387,500
|
|
| 1,850,000
|
| |||||||
Acceleration of Unvested Equity(1)
|
| —
|
|
| —
|
|
| 1,035,522
|
|
| 1,035,522
|
|
| —
|
|
| —
|
|
| 2,237,088
|
| |||||||
Benefit Continuation(2)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 97,562
|
|
| 124,259
|
| |||||||
Total
|
| —
|
|
| —
|
|
| 3,035,522
|
|
| 1,035,522
|
|
| —
|
|
| 1,485,062
|
|
| 4,636,346
|
| |||||||
Sadove
| ||||||||||||||||||||||||||||
Cash Payment (Lump Sum)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| |||||||
Cash Payment (Over Time)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| |||||||
Acceleration of Unvested Equity(1)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 178,772
|
| |||||||
Benefit Continuation(2)
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
| |||||||
Total
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 178,772
|
|
Name | Retirement ($) | Retirement with Notice ($) | Death(3) ($) | Disability ($) | Termination With Cause ($) | Termination Without Cause(4) ($) | Change of Control(5) ($) | ||||||||||||||||
Zillmer(6) | |||||||||||||||||||||||
Cash Payment (Lump Sum) | — | — | 2,000,000 | — | — | — | 11,212,500 | ||||||||||||||||
Cash Payment (Over Time) | — | — | — | — | — | 7,150,000 | — | ||||||||||||||||
Acceleration of Unvested Equity(1) | 11,730,870 | 5,685,090 | — | — | 11,730,870 | ||||||||||||||||||
Benefit Continuation(2) | — | — | — | — | — | 54,129 | 95,785 | ||||||||||||||||
Total | — | — | 13,730,870 | 5,685,090 | — | 7,204,129 | 23,039,155 | ||||||||||||||||
Ondrof(7) | |||||||||||||||||||||||
Cash Payment (Lump Sum) | 2,000,000 | — | — | 835,000 | |||||||||||||||||||
Cash Payment (Over Time) | 0 | 0 | — | — | — | 2,505,000 | 2,890,045 | ||||||||||||||||
Acceleration of Unvested Equity(1) | 1,194,405 | 1,194,405 | — | — | 2,467,428 | ||||||||||||||||||
Benefit Continuation(2) | — | 123,784 | — | 227,084 | 233,684 | ||||||||||||||||||
Total | 3,194,405 | 1,318,189 | — | 2,732,084 | 6,426,157 | ||||||||||||||||||
Bruno(8) | |||||||||||||||||||||||
Cash Payment (Lump Sum) | — | — | 2,000,000 | — | — | — | 685,000 | ||||||||||||||||
Cash Payment (Over Time) | — | — | — | — | — | 2,055,000 | 2,740,000 | ||||||||||||||||
Acceleration of Unvested Equity(1) | — | — | 1,102,851 | 1,102,851 | — | — | 2,280,332 | ||||||||||||||||
Benefit Continuation(2) | — | — | — | — | — | 117,988 | 153,056 | ||||||||||||||||
Total | 3,102,851 | 1,102,851 | — | 2,172,988 | 5,858,388 | ||||||||||||||||||
Harrington(9) | |||||||||||||||||||||||
Cash Payment (Lump Sum) | — | — | 2,000,000 | — | — | — | 535,500 | ||||||||||||||||
Cash Payment (Over Time) | — | — | — | — | — | 1,748,250 | 1,954,419 | ||||||||||||||||
Acceleration of Unvested Equity(1) | — | — | 897,681 | 897,681 | — | — | 1,852,452 | ||||||||||||||||
Benefit Continuation(2) | — | — | — | — | — | 114,020 | 143,955 | ||||||||||||||||
Total | 2,897,681 | 897,681 | — | 1,862,270 | 4,486,326 | ||||||||||||||||||
Charpentier(10) | |||||||||||||||||||||||
Cash Payment (Lump Sum) | — | — | 2,000,000 | — | — | — | 446,250 | ||||||||||||||||
Cash Payment (Over Time) | — | — | — | — | — | 1,456,875 | 1,942,500 | ||||||||||||||||
Acceleration of Unvested Equity(1) | — | — | 447,747 | 447,747 | — | — | 1,131,636 | ||||||||||||||||
Benefit Continuation(2) | — | — | — | — | — | 101,988 | 137,056 | ||||||||||||||||
Total | 2,447,747 | 447,747 | — | 1,558,863 | 3,657,442 |
|
|
|
|
|
|
| ||||||||||||||||||||||
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
57 |
|
|
|
|
|
|
|
|
In response to the pandemic, the Company furloughed employees and eliminated a significant number As of positions such that as of October 2, 2020,September 29, 2023, we employed approximately 247,900262,550 employees globally (as compared to the approximately 283,500 employees we employed as of September 27, 2019). However, because the substantial majority of our global workforce, even following the Company’s pandemic-related human capital response, is comprised of hourly employees whose total compensation does not vary materially year-over-year, and there have been no changes to our employee compensation arrangements that we reasonably believe would significantly affect our CEO Pay Ratio Disclosure, we are relying on our initial 2018 analysis that identified the median employee given our generally consistent year-over-year employee demographics.globally. Since the employee initially identified as the median employee in 20182021 was no longer an employee of the Company at the end of fiscal 2020,2023, for the fiscal 20202023 CEO pay ratio analysis, we are using a similarly situated employee ofto the employee initially identified as the median employee, whose compensation is substantially similar to that of the original median employee identified.
Consistently Applied Compensation Measure
58 |
since 2015.
Since the CEO’s 2020 Summary Compensation Table annual total compensation includes both the fiscal 2020 and fiscal 2021 equity grants (due to the Board’s decision to expedite the fiscal 2021 equity grant from November 2020 to September 2020, prior to the end of fiscal 2020) requiring disclosure of both grants in the 2020 Summary Compensation Table as compensation for fiscal 2020, we also reviewed the CEO pay ratio excluding the value of the expedited fiscal 2021 equity grant. Excluding the CEO’s approximately $9.5 million FY 2021 equity grant, the CEO’s fiscal 2020 total annual compensation would have been $17,619,029. Based on this CEO total annual compensation level, the CEO pay ratio for fiscal 2020 would have been 1,112 to 1.
59 |
Plan Category | Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights(1)(2)
| Weighted Average Exercise Price Of Outstanding Options, Warrants And Rights
| Number Of Securities Remaining Available For Future Issuance (Excluding Securities Reflected In Column(a)) | |||||||||
|
(a)
|
|
|
(b)
|
|
|
(c)
|
| ||||
Equity compensation plans approved by security holders:
|
| 20,875,094
|
|
| $45.11
|
|
| 3,289,649
|
| |||
Equity compensation plans not approved by security holders:
|
| —
|
|
| —
|
|
| —
|
| |||
Total:
|
| 20,875,094
|
|
| $45.11
|
|
| 3,289,649
|
|
Plan Category | Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights(1)(2) | Weighted Average Exercise Price Of Outstanding Options, Warrants And Rights | Number Of Securities Remaining Available For Future Issuance (Excluding Securities Reflected In Column (a)) | ||||||||
(a) | (b) | ||||||||||
Equity compensation plans approved by security holders: | 15,572,937 | $ | 48.96 | 19,413,626 | |||||||
Equity compensation plans not approved by security holders: | — | — | — | ||||||||
Total: | 15,572,937 | $ | 48.96 | 19,413,626 |
| ||||||||
60 |
Year | Summary Compensation Table Total for Mr. John Zillmer ($)(1) | Compensation Actually Paid to Mr. John Zillmer ($)(1) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(2) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | Net Income (Loss) ($)(4) | Adjusted Operating Income ($)(5) | |||||||||||||||||||
Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | |||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||
2023 | $ | 12,730,832 | $ | 17,561,749 | $ | 2,798,131 | $ | 3,801,667 | $ | 126 | $ | 99 | $ | 673,530,000 | $ | 1,034,803,000 | ||||||||||
2022 | $ | 13,324,828 | $ | 11,476,028 | $ | 3,159,511 | $ | 2,767,923 | $ | 113 | $ | 85 | $ | 194,177,000 | $ | 780,304,000 | ||||||||||
2021 | $ | 5,051,719 | $ | 17,205,619 | $ | 1,657,932 | $ | 4,986,026 | $ | 130 | $ | 121 | $ | (92,219,000) | $ | 292,221,000 |
Year | SCT Total for Mr. Zillmer ($) | SCT Reported Equity Award Value for Mr. Zillmer ($) | Equity Award Adjustments for Mr. Zillmer ($)(1) | Compensation Actually Paid to Mr. Zillmer ($) | ||||||||||
2023 | $ | 12,730,832 | ($10,501,433) | $ | 15,332,350 | $ | 17,561,749 | |||||||
2022 | $ | 13,324,828 | ($9,500,063) | $ | 7,651,263 | $ | 11,476,028 | |||||||
2021 | $ | 5,051,719 | ($340,279) | $ | 12,494,179 | $ | 17,205,619 |
Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | ||||||||||||||||
2023 | $ | 8,336,618 | $ | 2,936,171 | $ | — | $ | 4,059,561 | $ | — | $ | — | $ | 15,332,350 | |||||||||
2022 | $ | 8,458,864 | $ | (1,035,168) | $ | — | $ | 227,567 | $ | — | $ | — | $ | 7,651,263 | |||||||||
2021 | $ | 388,321 | $ | 10,758,834 | $ | — | $ | 1,642,228 | $ | (295,204) | $ | — | $ | 12,494,179 |
|
PROPOSAL SUMMARY
What Are You Voting On?
Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to vote on a non-binding, advisory basis on whether the advisory vote on named executive officer compensation should occur every one, two,money or three years.
Voting Recommendation
The Board recommends that you vote “ONE YEAR” with respect to how frequently a stockholder vote to approve, in a non-binding advisory vote, the compensation paid to our named executive officers should occur. The Board believes a one-year frequency is most consistent with the Company’s approach to compensation because it will enable our stockholders to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement each year.
In considering your vote, we invite you to review the information presented in connection with Proposal No. 3, theout-of-the-money. For additional information on the Company’s compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis, as well as the discussion regarding the Compensation Committee. This advisory proposal, commonly referredvaluation assumptions, refer to as a “say on frequency” proposal, is not binding on the Board. However, the Board takes shareholder feedback seriously and it will review and consider the voting results.
The shares represented by your properly executed proxy will be voted “ONE YEAR” with respect to how frequently a stockholder vote to approve, on a non-binding basis, the compensation paidNote 12 to our named executive officers should occur, unless you specify otherwise.
It is expected thataudited consolidated financial statements in our Annual Report on Form 10-K for the next vote on a say-on-pay frequency proposal will occur atfiscal year ended September 29, 2023.
The Board recommends that you vote ONE YEAR with respect to how frequently a stockholder vote to approve,Regulation S-K.
Year | Average SCT Total for Non-CEO NEOs($) | Average SCT Reported Equity Award Value for Non-CEO NEOs($) | Average Equity Award Adjustments for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs($) | ||||||||||
2023 | $ | 2,798,131 | $ | (1,891,564) | $ | 2,895,100 | $ | 3,801,667 | ||||||
2022 | $ | 3,159,511 | $ | (1,712,578) | $ | 1,320,990 | $ | 2,767,923 | ||||||
2021 | $ | 1,657,932 | $ | — | $ | 3,328,094 | $ | 4,986,026 |
Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | ||||||||||||||||
2023 | $ | 1,479,045 | $ | 612,090 | $ | — | $ | 803,965 | $ | — | $ | — | $ | 2,895,100 | |||||||||
2022 | $ | 1,524,882 | $ | (269,863) | $ | — | $ | 65,971 | $ | — | $ | — | $ | 1,320,990 | |||||||||
2021 | $ | — | $ | 2,889,120 | $ | — | $ | 438,974 | $ | — | $ | — | $ | 3,328,094 |
Performance Measures | ||
Adjusted Operating Income | ||
Adjusted Revenue | ||
Free Cash Flow | ||
Net New Sales | ||
Relative TSR | ||
Return On Invested Capital (ROIC) |
PROPOSAL SUMMARY
What Are You Voting On?
Shareholders are being askedRelationship of Compensation Actually Paid and Performance Measures
PvP Table above.
The Board recommends that you vote “FOR” the approval of the Third Amended and Restated Stock Plan.
Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” this proposal, which would be your vote to approve, the Third Amended and Restated Stock Plan.
The Board recommends that you vote FOR approval of the Third Amended and Restated Stock Plan
The Company’s 2013 Stock Incentive Plan (the “Plan”) was initially adopted by shareholders in connection with the initial public offering of the Company, and has been amended and restated by approval of shareholders on February 1, 2017 and January 29, 2020, respectively. Shareholders are being asked to consider and approve a proposal to amend and restate the Plan for a third time (as so amended and restated, the “Amended Stock Plan”) in order to increase the number of shares of Common Stock of the Company reserved for issuance under the Amended Stock Plan. The Amended Stock Plan, if approved, will permit the Company to continue making equity-based and other incentive awards to its employees, directors, consultants and advisors in a manner intended to properly incentivize such individuals by aligning their interest with the interests of the Company’s shareholders. When the Plan was amended most recently in January 2020, the Company had reserved 33,000,000 shares for issuance of awards, and as of December 10, 2020, 3,609,501 shares remained available for future grants of awards. The proposed Amended Stock Plan would reserve for issuance 3,500,000 additional shares to be available for future grants.
If approved by shareholders at the 2021 Annual Meeting, the proposed Amended Stock Plan would:
|
|
| |||||||
|
| |||||||
|
| |||||||
|
| |||||||
|
|
|
The increase of shares to the share reserve is projected to cover two years of employee equity grants (see Aramark historical burn rate below). Please note that the burn rate below for fiscal 2020 includes both the fiscal 2020 annual equity grant (made in November 2019) and the fiscal 2021 annual equity grant (expedited from November 2020 to September 2020). We project fiscal 2021 burn rate to be significantly lower than the prior three years because fiscal 2021 will not include an annual equity grant as the next annual equity grant is not projected until November 2021, the fiscal 2022 grant.
Year | Stock Options Granted | Restricted Stock Units and Deferred Stock Units Granted | Performance Stock and Performance Stock Units Earned | Total | Weighted Average Common Shares Outstanding | Burn Rate | ||||||||||||||||||||||||
2020 |
| 10,059,000 |
| 3,405,000 |
| 590,000 |
| 14,054,000 |
| 251,828,000 |
| 5.58 | % | |||||||||||||||||
2019 |
| 1,955,000 |
| 1,262,912 |
| 1,051,000 |
| 4,268,912 |
| 246,854,000 |
| 1.73 | % | |||||||||||||||||
2018 |
| 1,914,000 |
| 1,418,193 |
| 211,000 |
| 3,543,193 |
| 245,771,000 |
| 1.44 | % | |||||||||||||||||
Three-Year Average |
| 4,642,667 |
| 2,028,702 |
| 617,333 |
| 7,288,702 |
| 248,151,000 |
| 2.92 | % |
The Company is not currently contemplating any specific grants under the Amended Stock Plan, other than, at this time, we anticipate that if the Amended Stock Plan is approved by our shareholders, the annual grants of deferred stock units to directors (which are currently anticipated to be similar to the annual grants for calendar 2020 described under “Corporate Governance Matters – Director Compensation”) and grants to directors under our
|
Director Deferred Compensation Plan would be made under the Amended Stock Plan. If the Amended Stock Plan is not approved by our shareholders, such grants will instead be made under the Existing Plan.
The principal purpose of the proposed Amended Stock Plan is to facilitate our continued ability to grant contemplated long-term performance awards to key employees, directors
The Company’s Board of Directors has approved the adoption of the Amended Stock Plan and, if the Amended Stock Plan is approved by shareholders at the 2021 Annual Meeting, it will become immediately effective as of the date of the 2021 Annual Meeting. If shareholders do not approve the Amended Stock Plan, the Existing Plan will continue as currently in effect.
For a discussion of the Amended Stock Plan, see “Third Amended and Restated 2013 Stock Incentive Plan” below. Because this is only a summary, it does not contain all the information about the Amended Stock Plan that may be important to you and is qualified in its entirety by the full text of the Amended Stock Plan as set forth in Appendix A hereto.
The Company’s Board of Directors recommends that shareholders vote for the approval of the Amended Stock Plan.
Third Amended and Restated 2013 Stock Incentive Plan
Purpose and Eligibility. The purpose of the Amended Stock Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our current and prospective directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, which may (but need not) be measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our shareholders. As of December 10, 2020, approximately 2,200 employees, directors and consultants including our executive officers, would be eligible to participate in the programs approved under the Amended Stock Plan. In addition, a small number of consultants that we may engage from time-to-time, along with the members of the Board, are eligible to participate in the Amended Stock Plan.
Administration. The Amended Stock Plan will be administered by the Compensation Committee, a sub-committee or other committee of the Board as may be appointed pursuant to the Amended Stock Plan or the Board (as applicable, for purposes of this Proposal No. 5, the “Committee”). The Committee has the sole and plenary authority to establish the terms and conditions of any award and any amendments thereto consistent with the provisions of the Amended Stock Plan. The Committee is authorized to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Amended Stock Plan and any instrument or agreement relating to, or any award granted under, the Amended Stock Plan; establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee deems appropriate for the proper administration of the Amended Stock Plan; accelerate the vesting or exercisability of, payment for or lapse of restrictions on awards; and to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Amended Stock Plan.
Shares Subject to the Amended Stock Plan. The Amended Stock Plan provides that the total number of shares of common stock that may be issued under the Amended Stock Plan, inclusive of shares previously granted under the Existing Plan, is 36,500,000. Of this amount, no more than 2,000,000 shares may be granted as incentive stock options after the approval by shareholders of the Amended Stock Plan. Additionally, no more than 2,000,000 shares of common stock issuable upon the exercise of options or stock appreciation rights may be granted to any single participant during any calendar year; performance-based awards covering no more than 1,000,000 shares of common stock may be granted to any single participant during a single calendar year, and in the event any such
performance-based award is paid in cash, other securities or other property, no more than the fair market value of 1,000,000 shares of common stock on the last day of the performance period to which such award relates may be paid in respect of such performance-based award; the maximum amount that can be paid to any single participant in any one calendar year pursuant to a cash bonus award is $10,000,000; and the maximum number of shares of common stock that may be granted during any calendar year to any non-employee director serving on our board of directors, taken together with any cash fees earned by such non-employee director during such calendar year, shall not exceed $750,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes). To the extent an award is forfeited, canceled, redeemed, terminated or expires unexercised, the number of shares of common stock subject to such award will become available again for grant under the Amended Stock Plan. Notwithstanding the above, shares of common stock that are used to pay the exercise price of an award or to satisfy tax withholding obligations, including shares redeemed as part of a “net exercise” settlement, will no longer be available for future grant under the Amended Stock Plan.
Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by us or with which we combine (referred to as “substitute awards”). The number of shares of common stock underlying any substitute awards will not be counted against the total number of shares of common stock available for awards under the Amended Stock Plan. No award may be granted under the Amended Stock Plan during any suspension of the Amended Stock Plan or after the tenth anniversary of the effective date of the Existing Plan prior to the original amendment and restatement (i.e., December 1, 2023), but awards theretofore granted may extend beyond that date.
Minimum Vesting Term on Employee Awards. Subject to certain acceleration events as proscribed in the Amended Stock Plan or any award agreement thereunder, awards granted to employees will be subject to a one-year minimum vesting requirement.
Options. The Committee may grant non-qualified stock options and incentive stock options, under the Amended Stock Plan. All stock options granted under the Amended Stock Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date the option is granted, and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the option is intended to qualify as an incentive stock option, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Internal Revenue Code. The maximum term for stock options granted under the Amended Stock Plan will be ten years from the initial date of grant, or five years with respect to any stock options intended to qualify as incentive stock options granted to a participant who owns stock representing more than 10% of the voting power of all classes of stock of us or any of our affiliates.
The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law and subject to the limitations set forth in the Amended Stock Plan: (i) in cash, (ii) by surrender of shares of common stock having a fair market value equal to the aggregate exercise price for the shares being purchased, (iii) through a “net exercise” arrangement where a number of shares with a fair market value equal to the exercise price is withheld by us in satisfaction of the exercise price and/or tax withholding obligations; (iv) in other property having a fair market value on the date of exercise equal to the purchase price; (v) through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased, or (vi) a combination of the foregoing methods. No fractional shares will be issued or delivered pursuant to the Amended Stock Plan or any award, and the Committee will determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional shares, or whether such fractional shares or any rights thereto will be canceled, terminated or otherwise eliminated.
Stock Appreciation Rights. The Committee may grant stock appreciation rights under the Amended Stock Plan. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (ii) the numbers of shares of common stock covered by the stock appreciation right being exercised. The strike price per share of a stock appreciation right granted in tandem with an option will be the exercise price of the related option and in the case of a stock appreciation right granted independent of an option, the fair market value on the date of grant (other than in the case of stock appreciation rights granted in substitution of previously granted awards).
Restricted Shares and Restricted Stock Units. The Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, if provided in a restricted stock unit award agreement, in the sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of the Amended Stock Plan, the holder will generally have the rights and privileges of a shareholder as to such restricted shares of common stock, including without limitation the right to vote such restricted shares of common stock. A holder of restricted stock units will have no rights as a shareholder until such time as the award has vested and any other applicable conditions and/or criteria have been satisfied and the shares of common stock underlying the award have been issued to the holder.
Stock Bonus Awards. The Committee may issue unrestricted common stock, or other awards denominated in shares of common stock, either alone or in tandem with other awards, under the Amended Stock Plan.
Deferred Stock Units. The Committee may grant deferred stock units under the Amended Stock Plan. Generally, each deferred stock unit will entitle the holder thereof to receive one share of common stock on the date the deferred stock unit becomes vested or upon a specified settlement date thereafter (which settlement date may, but is not required to, be the date of the participant’s termination of relationship). A holder of deferred stock units will have no rights as a shareholder until such time as the award has vested and any other applicable conditions and/or criteria have been satisfied and the shares of common stock underlying the award have been issued to the holder.
Dividend Equivalents. The Committee may grant dividend equivalents based on dividends declared on the common stock, to be credited as of the dividend payment dates during the period between the date an award is granted to a participant and the date such award vests, is exercised, is distributed or expires, as determined by the Committee. Such dividend equivalents will be converted to cash, additional awards or additional shares of common stock by such formula and at such time and subject to such limitations as may be determined by the Committee. The Amended Stock Plan precludes the payment of dividends or dividend equivalent rights on performance-based awards unless and until the corresponding performance-based award has been earned in accordance with its terms.
Performance Compensation Awards. The Committee may also grant stock or cash-based performance-based awards under the Amended Stock Plan. The Committee has sole discretion to select the length of any applicable performance periods, the types of performance compensation awards to be issued, the applicable performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply.
The Committee will establish the objective performance goals for each participant. The performance criteria that will be used to establish the performance goals will be based on the attainment of target levels of, a targeted percentage increase in, or solely the achievement of, one or more of the following Company or business group measures (which may be expressly modified by the Committee with respect to the relevant performance period): (i) earnings before interest and taxes (“EBIT”), (ii) return on net assets, (iii) net income, (iv) after tax return on investment, (v) sales, (vi) revenues, (vii) earnings per share, (viii) total shareholder return, (ix) return on equity, (x) return on investment, (xi) total business return, (xii) return on gross investment, (xiii) operating cash flow, (xiv) free cash flow, (xv) operating income, (xvi) pretax income, (xvii) return on invested capital, (xviii) stock price appreciation, (xix) earnings before interest, taxes, depreciation and amortization (“EBITDA”), or (xx) margin based upon any of EBIT, operating income, pretax income, EBITDA or any other profit measure. The measures may be based on our absolute performance or our performance relative to a peer group or other external measure of selected performance. The performance criteria that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or financial metrics that are based on, or able to be derived from GAAP, and may be adjusted when established (or at any time thereafter) to include or exclude any items otherwise includable or excludable under GAAP. The Committee also has the authority to provide for accelerated vesting of any award based on the achievement of performance goals pursuant to the performance criteria specified above.
Change in Capital Structure and Similar Events. In the event of (a) any dividend, extraordinary cash dividend or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of our shares of common stock or other securities, issuance of warrants or other rights to acquire our shares of common stock or other securities, or other similar corporate transaction or event (including, without limitation, a change of control, as
defined in the Amended Stock Plan) that affects the shares of common stock, or (b) unusual or nonrecurring events (including, without limitation, a change of control) affecting us, any of our affiliates, or the financial statements of us or any of our affiliates, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee must make any such adjustments in such manner as it may deem equitable, including without limitation, any or all of: (i) adjusting any or all of (A) the number of our shares of common stock or other securities which may be delivered in respect of awards or with respect to which awards may be granted under the Amended Stock Plan and (B) the terms of any outstanding award, including, without limitation, (1) the number of shares of common stock subject to outstanding awards or to which outstanding awards relate, (2) the exercise price or strike price with respect to any award or (3) any applicable performance measures; (ii) providing for a substitution or assumption of awards, accelerating the exercisability of, lapse of restrictions on, or termination of, awards or providing for a period of time for participants to exercise outstanding awards prior to the occurrence of such event; and (iii) cancelling any one or more outstanding awards and causing to be paid to the holders, in cash, shares of common stock, other securities or other property, or any combination, the value of such awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of common stock received or to be received by other shareholders of the Company in such event), including without limitation, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price thereof.
Effect of Change of Control. Except to the extent otherwise provided in an award agreement, in the event of (i) the occurrence of a change of control of us (“Change of Control”) and (ii) thereafter, a termination of relationship of a participant by us without cause or by the participant for good reason (if applicable) that occurs prior to the second anniversary of the date of such Change of Control, then notwithstanding any provision of the Amended Stock Plan to the contrary, with respect to all or any portion of the participant’s outstanding award or awards: (a) the then outstanding options and stock appreciation rights will become immediately exercisable on the date of the termination of relationship; (b) the period of restriction applicable to awards will expire as of the date of the termination of relationship (including without limitation a waiver of any applicable performance goals); (c) performance periods in effect on the date the termination of relationship will end on such date, and all applicable performance goals will be deemed to have been achieved at the applicable “target” levels of performance; and (d) all awards that have been previously deferred are to be settled in full as soon as practicable, but if and only if, with respect to an award which provides for the deferral of compensation and is subject to Section 409A of the Internal Revenue Code, (I) such termination of relationship occurs prior to the second anniversary of the Change of Control and (II) such settlement does not contradict any pre-existing deferral election under any other plan, program or arrangement of the Company or any of its Affiliates then in effect.
Nontransferability of Awards. An award will not be transferable or assignable by a participant except by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any affiliate. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfer to a participant’s family members, any trust established solely for the benefit of participant or such participant’s family members, any partnership or limited liability company of which participant, or participant and participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.
Amendment and Termination. Our board of directors may amend, alter, suspend, discontinue, or terminate the Amended Stock Plan or any portion thereof at any time, except that no such amendment, alteration, suspension, discontinuation or termination may be made without shareholder approval if such approval is necessary to comply with any applicable tax or regulatory requirement (including the rules or requirements of any securities exchange or inter-dealer quotation system on which our shares may be listed). In addition, any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent.
Plan Duration. The Amended Stock Plan will expire on the tenth anniversary of the effective date of the Existing Plan prior to the initial amendment and restatement thereof (i.e., December 1, 2023), and no awards may be granted after such expiration, but awards theretofore granted may be extended beyond that date.
Clawback Provisions. All awards (including any proceeds, gains or other economic benefit actually or constructively received by the participant in respect of such awards) will be subject to the provisions of any clawback policy implemented by the Company or set forth in the applicable award agreement, including, without limitation, any clawback policy adopted to comply with the requirements of applicable law, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Certain United States Federal Income Tax Consequences
Stock Options. An employee to whom an incentive stock option (“ISO”) that qualifies under Section 422 of the Internal Revenue Code is granted will not recognize income at the time of grant or exercise of such option. No federal income tax deduction will be allowable to the Company upon the grant or exercise of such ISO. However, upon the exercise of an ISO, special alternative minimum tax rules apply for the employee.
When the employee sells shares acquired through the exercise of an ISO more than one year after the date of transfer of such shares and more than two years after the date of grant of such ISO, the employee will normally recognize a long-term capital gain or loss equal to the difference, if any, between the sale prices of such shares and the option price. If the employee does not hold such shares for this period, when the employee sells such shares, the employee will recognize ordinary compensation income and possibly capital gain or loss in such amounts as are prescribed by the Code and regulations thereunder, and the Company will generally be entitled to a federal income tax deduction in the amount of such ordinary compensation income.
An employee to whom an option that is not an ISO (a “non-qualified option”) is granted will not recognize income at the time of grant of such option. When such employee exercises a non-qualified option, the employee will recognize ordinary compensation income equal to the excess, if any, of the fair market value as of the date of a non-qualified option exercise of the shares the employee receives, over the option exercise price. The tax basis of such shares will be equal to the exercise price paid plus the amount includable in the employee’s gross income, and the employee’s holding period for such shares will commence on the day after which the employee recognized taxable income in respect of such shares. Any subsequent sale of the shares by the employee will result in long- or short-term capital gain or loss, depending on the applicable holding period. Subject to applicable provisions of the Code and regulations thereunder, the Company will generally be entitled to a federal income tax deduction in respect of the exercise of non-qualified options in an amount equal to the ordinary compensation income recognized by the employee. Any such compensation includable in the gross income of an employee in respect of a non-qualified option will be subject to appropriate federal, state, local and foreign income and employment taxes.
Restricted Stock. Unless an election is made by the Participant under Section 83(b) of the Code, the grant of an award of restricted stock will have no immediate tax consequences to the Participant. Generally, upon the lapse of restrictions (as determined by the applicable restricted stock agreement between the Participant and the Company), a Participant will recognize ordinary income in an amount equal to the product of (x) the fair market value of a share of common stock of the Company on the date on which the restrictions lapse, less any amount paid with respect to the award of restricted stock, multiplied by (y) the number of shares of restricted stock with respect to which restrictions lapse on such date. The Participant’s tax basis will be equal to the sum of the amount of ordinary income recognized upon the lapse of restrictions and any amount paid for such restricted stock. The Participant’s holding period will commence on the date on which the restrictions lapse.
A Participant may make an election under Section 83(b) of the Code within 30 days after the date of transfer of an award of restricted stock to recognize ordinary income on the date of award based on the fair market value of common stock of the Company on such date. An employee making such an election will have a tax basis in the shares of restricted stock equal to the sum of the amount the employee recognizes as ordinary income and any amount paid for such restricted stock, and the employee’s holding period for such restricted stock for tax purposes will commence on the day after such date.
With respect to shares of restricted stock upon which restrictions have lapsed, when the employee sells such shares, the employee will recognize capital gain or loss consistent with the treatment of the sale of shares received upon the exercise of non-qualified options, as described above.
Stock Units. A Participant to whom a restricted stock unit (“RSU”) or performance stock unit (“PSU”) is granted generally will not recognize income at the time of grant (although the Participant may become subject to
employment taxes when the right to receive shares becomes “vested” due to retirement eligibility or otherwise). Upon delivery of shares of common stock of the Company in respect of an RSU or PSU, a Participant will recognize ordinary income in an amount equal to the product of (x) the fair market value of a share of common stock of the Company on the date on which the common stock of the Company is delivered, multiplied by (y) the number of shares of common stock of the Company delivered.
Other Stock-based Awards. With respect to other stock-based awards paid in cash or common stock, Participants will generally recognize income equal to the fair market value of the award on the date on which the award is delivered to the recipient.
Code Section 409A. Section 409A of the Code (“Section 409A”) generally sets forth rules that must be followed with respect to covered deferred compensation arrangements in order to avoid the imposition of an additional 20% tax (plus interest) upon the service provider who is entitled to receive the deferred compensation. Certain awards that may be granted under the Amended Stock Plan may constitute “deferred compensation” within the meaning of and subject to Section 409A. While the Committee intends to administer and operate the Amended Stock Plan and establish terms (or make required amendments) with respect to awards subject to Section 409A in a manner that will avoid the imposition of additional taxation under Section 409A upon a Participant, there can be no assurance that additional taxation under Section 409A will be avoided in all cases. In the event the Company is required to delay delivery of shares or any other payment under an award in order to avoid the imposition of an additional tax under Section 409A, the Company will deliver such shares (or make such payment) on the first day that would not result in the Participant incurring any tax liability under Section 409A. The Committee may amend the Amended Stock Plan and outstanding awards to preserve the intended benefits of awards granted under the Amended Stock Plan and to avoid the imposition of an additional tax under Section 409A.
General. Ordinary income recognized by virtue of the exercise of non-qualified options, the lapse of restrictions on restricted stock or RSUs or payments made in cash or shares of common stock of the Company are subject to applicable tax withholding as required by law. To the extent permitted by the Committee, Participants may be allowed to satisfy tax withholding requirements by withholding in shares (including, to the extent permitted by the Committee, at rates exceeding the minimum statutory withholding rates, if such withholding arrangements are permitted under Internal Revenue Service withholding rules and will not result in adverse accounting consequences to the Company).
The Company generally will be entitled to a federal tax deduction to the extent permitted by the Code at the time and in the amount that ordinary income is recognized by Participants.
The discussion set forth above does not purport to be a complete analysis of all potential tax consequences relevant to recipients of options or other awards or to their employers or to describe tax consequences based on particular circumstances. It is based on federal income tax law and interpretational authorities as of the date of this proxy statement, which are subject to change at any time.
Stock Awards Previously Granted Under the Existing Plan
The following table sets forth information on stock options, restricted stock units and performance stock units granted under the Company’s Existing Plan since its adoption and includes awards subsequently forfeited, if any. The closing price of the Company’s common stock on the NYSE on December 10, 2020 was $38.06 per share.
Name | Stock Option Grants # of Shares Covered | Restricted Stock Unit Grants # of Shares Covered | Performance Stock Unit Grants # of Shares Covered | Total of all columns in table # of Shares covered | ||||||||||||||||
John Zillmer | 2,360,120 | 213,822 | 214,481 | 2,788,423 | ||||||||||||||||
Thomas Ondrof | 682,541 | 44,748 | 44,174 | 771,462 | ||||||||||||||||
Marc Bruno | 924,085 | 77,241 | 155,723 | 1,157,049 | ||||||||||||||||
Lynn McKee | 873,373 | 85,795 | 186,719 | 1,145,888 | ||||||||||||||||
Lauren Harrington | 593,988 | 52,980 | 78,816 | 725,784 | ||||||||||||||||
Stephen Bramlage | 507,614 | 107,086 | 197,264 | 811,965 | ||||||||||||||||
Current Executive Officers as a group | 5,434,107 | 474,586 | 679,913 | 6,588,606 | ||||||||||||||||
Susan Cameron | — | 4,366 | — | 4,366 | ||||||||||||||||
Greg Creed | — | 6,049 | — | 6,049 | ||||||||||||||||
Calvin Darden | — | 12,186 | — | 12,186 | ||||||||||||||||
Richard Dreiling | — | 36,416 | — | 36,416 | ||||||||||||||||
Irene Esteves | — | 43,171 | — | 43,171 | ||||||||||||||||
Daniel Heinrich | — | 33,003 | — | 33,003 | ||||||||||||||||
Paul Hilal | — | — | — | — | ||||||||||||||||
Karen King | — | 4,366 | — | 4,366 | ||||||||||||||||
Stephen Sadove | — | 35,986 | — | 35,986 | ||||||||||||||||
Arthur Winkleblack | — | 4,366 | — | 4,366 | ||||||||||||||||
Current Non-Executive Directors as a Group | — | 179,910 | — | 179,910 | ||||||||||||||||
All Employees, Including all Current Officers who are not Executive Officers, as a group | 8,500,160 | 5,536,986 | 2,308,174 | 16,345,320 |
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The Company anticipates filing a registration statement on Form S-8 with the SEC to register shares of common stock under the Amended Stock Plan, subject to and effective upon stockholder approval, as soon as practicable following stockholder approval of the Amended Stock Plan.
PROPOSAL NO. 6 – VOTE TO APPROVE THE COMPANY’S 2021 EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL SUMMARY
What Are You Voting On?
Shareholders are being asked to consider and approve the Company’s 2021 Employee Stock Purchase Plan.
Voting Recommendation
The Board recommends that you vote “FOR” the approval of the 2021 Employee Stock Purchase Plan, which would be a new benefit that the Company makes broadly available to eligible employees that allows them to purchase shares of the Company’s common stock at a discount.
Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” this proposal, which would be your vote to approve the 2021 Employee Stock Purchase Plan.
The Board recommends that you vote "FOR" approval of the Employee Stock Purchase Plan
APPROVAL OF THE COMPANY’S 2021 EMPLOYEE STOCK PURCHASE PLAN
The Compensation and Human Resources Committee (the “Compensation Committee”) and Board have unanimously approved the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”), subject to stockholder approval. The following sections summarize the material terms of the ESPP. These sections are qualified in their entirety by the full text of the ESPP, which is included as Appendix B to this Proxy Statement.
2021 EMPLOYEE STOCK PURCHASE PLAN
Purpose. The purpose of the ESPP is to encourage and enable eligible employees to acquire property interests in the Company through ownership of the Company’s common stock. We believe that employees who participate in the ESPP will have a closer identification with the Company by virtue of their ability as stockholders to participate in our growth and earnings.
General. The ESPP permits eligible employees to use payroll deductions, and “Cashless Participation” loans from Carver Edison Capital, LLC or its designated broker-dealer or financial institution, to purchase shares of the Company’s common stock at a discount to the market price. The payroll deductions accumulate over three-month Offering Periods (see “– Offering Periods” below), and the Cashless Participation proceeds are disbursed on the last day of each Offering Period. On the first day of each Offering Period, each participant in the ESPP will automatically be granted an option to purchase as many whole shares of common stock as the participant will be able to purchase with the payroll deduction credited to his or her account during the Offering Period and with the Cashless Participation proceeds if the participant has enrolled in the Cashless Participation program. At the end of the Offering Period, the total payroll deductions of all participants and amounts borrowed under the Cashless Participation program are used to purchase common stock directly from the Company at a discount to market price.
The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986 (the “Code”), and permits participants to be eligible to receive favorable tax treatment of shares acquired under the ESPP, as described below (such offerings, “Section 423 Offerings”). However, the Committee (see “– Administration” below) may also authorize offerings under the ESPP that are not intended to comply with the requirements of Section 423 of the Code.
Effective Date. If approved by stockholders, the ESPP will become effective on February 2, 2021. The term of the ESPP will continue until terminated by the Board or the date that all shares available for issuance under the ESPP have been issued.
Administration. The ESPP will be administered by the Compensation Committee unless the Board elects to administer the ESPP. For the purposes of this summary, references to the “Committee” include the Compensation Committee and the Board as well as any administrator, including management, to which the Committee has delegated any of its responsibilities and powers. The Committee may appoint one or more agents to assist in the administration of the ESPP and may delegate certain responsibilities or powers subject to ESPP terms and applicable law. Subject to the ESPP terms and applicable law, the Committee has the full and final authority to construe and interpret the ESPP and adopt rules and regulations for the administration of the ESPP as the Committee deems appropriate. The Committee may also adopt sub-plans relating to the operation and administration of the ESPP to accommodate specific requirements of local laws and procedures for non-U.S. jurisdictions that will not be required to comply with Section 423 of the Code to the extent they are inconsistent with the requirements of those regulations, the terms of which may take precedence over the terms of the ESPP.
Shares Reserved for the ESPP. The aggregate number of shares of common stock that may be issued under the ESPP may not exceed 12,500,000 shares. The number of shares issuable under the ESPP and the terms of purchase rights to acquire such shares are subject to adjustment in connection with certain corporate and recapitalization events as described in the ESPP.
Enrollment, Contributions and Cashless Participation. Eligible employees may become participants in the ESPP and the Cashless Participation program by enrolling during an open enrollment period. Eligible employees enroll by completing the appropriate forms and agreements, as directed by the Committee. Following the end of each Offering Period, participants will be automatically re-enrolled in the next Offering Period, using the same rates of payroll contributions and Cashless Participation amounts in effect during the prior Offering Period, unless they request otherwise or choose to withdraw from the ESPP, their employment terminates or they are otherwise ineligible to participate, in each case, in accordance with the terms of the ESPP.
The amount of payroll deductions that a participant may select must be a whole percentage of at least 1%, but not more than 10%, of the participant’s eligible pay, which includes base salary or wages, overtime, commissions, shift differentials, pay allowances and paid time off for holidays vacation and sick leave (all as determined before any applicable deductions from pay are made), but excludes bonuses, deferred compensation, and fringe or welfare benefits. The aggregate amount of the specified percentage will be deducted from the participant’s paychecks on an after-tax basis in installments each pay period during the term of the Offering Period. Payroll deductions will begin with the first Offering Period following a participant’s enrollment, and will remain in effect for successive Offering Periods until amended or the participant withdraws from the ESPP, in each case, in accordance with the terms of the ESPP. A participant may not make separate cash payments into his or her account except as permitted by the Committee.
In addition, eligible employees (other than Section 16(a) officers) who have elected to participate in the Cashless Participation program may borrow an amount equal to the difference between their payroll contribution rate and the maximum allowable contribution rate under the ESPP. The Cashless Participation loan generally is repaid through the sale of a portion of the shares purchased by the participant under the ESPP, except that the participant must agree to cap the potential gain for a portion of such shares at a pre-determined stock price increase.
All contributions made by a participant will be credited (without interest) to his or her account. A participant may withdraw from an Offering Period and the ESPP by the deadline prescribed by the Committee during such Offering Period and his or her contributions will be refunded, without interest. No other change may be made to a participant’s rate of contributions during an Offering Period.
Offering Periods.The ESPP provides for four Offering Periods in each calendar year unless otherwise determined by the Committee. Each Offering Period will consist of a three month purchase period that will run simultaneously with the Offering Period, commencing on the first business day of each calendar quarter, anticipated to be on or around January 1, April 1, July 1 and October 1 of each year, and ending on the last business day of each calendar quarter, anticipated to be on or around March 31, June 30, September 30 and December 31, as applicable, of each year. Notwithstanding the foregoing, the first Offering Period after the effective date of the ESPP will begin and end on dates determined by the Committee in its discretion. The Committee has the authority to change the duration of an Offering Period (including the start and end date) or to designate one or more purchase periods for each Offering Period; provided that the change is announced prior to the start of the first Offering Period to be affected by such change and that the Offering Period is not greater than 27 months.
Purchase of Shares. On the first day of an Offering Period, a participant will be granted a purchase right to purchase shares of common stock at the applicable purchase price. Subject to the limit below, the number of shares of common stock is determined by dividing the amount of the participant’s contributions accumulated as of the last day of the Offering Period by the applicable purchase price; provided that (a) no participant may purchase shares of common stock with a fair market value (as of the date of purchase right grant) in excess of $25,000 per calendar year; and (b) in no event will the aggregate number of shares subject to purchase rights during an Offering Period exceed the number of shares then available under the ESPP. The maximum number of shares of our common stock that may be purchased by any participant during any Offering Period is limited to 1,500 shares (subject to adjustment as provided in the ESPP) or such other maximum number of shares as the Committee may determine from time to time. The Committee may modify this limit from time to time. The number of shares subject to purchase rights will be adjusted as necessary to conform to the above limitations.
The purchase price will be 85% (or such greater percentage as determined by the Committee prior to the commencement of any Offering Period) of the lesser of the (i) fair market value per share of our common stock as determined on the purchase date or (ii) fair market value per share of our common stock as determined on the first day of the applicable Offering Period (provided that, in no event may the purchase price be less than the par value per share of our common stock).
A participant’s right to purchase shares of common stock during any Offering Period will be exercised automatically on the purchase date unless the participant withdraws from the ESPP prior to the end of the Offering Period or his or her participation is terminated. Subject to the terms of the ESPP, a purchase right will generally terminate on the earlier of the date of the participant’s termination of employment or the last day of the applicable Offering Period. Purchase rights are not transferable other than by will or the laws of descent and distribution.
Amendment; Termination. The Board or the Committee may amend the ESPP at any time, except that approval of an amendment to the ESPP by our stockholders will be required to the extent that stockholder approval of such amendment is required by applicable law or applicable stock exchange rules. The Board may suspend or discontinue the ESPP at any time.
Eligible Participants. Purchase rights may only be granted to eligible employees of a designated company (as defined below). Generally, any eligible employee who has completed three months’ employment and who is actively employed on the first day of an open enrollment period and who customarily works more than 20 hours per week will be granted a purchase right in an Offering Period, unless such eligible employee is a member of a labor organization that has chosen, on behalf of such labor organization’s members, not to participate in the ESPP. However, no employee will be eligible to participate if, immediately after the purchase right grant, the employee would own stock (including any stock the employee may purchase under outstanding purchase rights) representing 5% or more of the total combined voting power or value of our common stock. A “designated company” is the Company or any parent, subsidiary or affiliate of the Company, whether now existing or existing in the future, that has been designated by the Committee from time to time in its sole discretion as eligible to participate in the ESPP; provided that only the Company and its parent or subsidiaries may be designated companies for Section 423 Offerings. The Committee has not yet determined which subsidiaries or affiliates will be “designated companies” for purposes of the ESPP and, accordingly, we are unable to estimate the number of potential participants in the ESPP at this time.
Adjustments; Effect of a Change of Control. If there is any change in the number, class, value or terms of the shares of our common stock because of a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation or any other change in the corporate structure or our shares, including any extraordinary dividend or distribution (but excluding any regular cash dividend), then the Committee will adjust the number and class of shares of common stock reserved for issuance under the ESPP (including the numerical limits set forth in the ESPP), the purchase price per share and the number of shares subject to purchase rights in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP.
In addition, in the event of a change of control, each outstanding purchase right under the ESPP will be equitably adjusted and assumed or an equivalent right to purchase shares of stock substituted by the successor corporation (or a parent or subsidiary thereof). In the event that (i) the successor corporation in a change of control refuses to assume or substitute for the purchase right, (ii) the successor corporation is not a publicly traded corporation or (ii) any participant is participating in the Cashless Participation program, then the Offering Period then in progress will be shortened and the Committee will select a date (the “new purchase date”) on which all outstanding purchase rights will be exercised on or prior to the consummation date of the change of control. The Committee may declare the new purchase date applicable only for participants participating in the Cashless Participation program to enable such participants to satisfy their obligations under the Cashless Participation program, to the extent that such declaration would not cause the disqualification of any Section 423 Offering.
Plan Benefits. Benefits under the ESPP will depend on participants’ elections to participate and the fair market value of our common stock at various future dates. As a result, it is not possible as of the date of this proxy statement to determine future benefits that will be received by executive officers and other employees. Each participant is limited to the $25,000 annual purchase restriction as well as the participant purchase restrictions for any Offering Period described above.
The Company anticipates filing a registration statement on Form S-8 with the SEC to register shares of common stock under the ESPP, subject to and effective upon stockholder approval, as soon as practicable following stockholder approval of the ESPP.
FEDERAL TAX CONSEQUENCES
The following summary generally describes the principal U.S. federal (and not state, foreign or local) income tax consequences under the ESPP to the Company and participating employees as of the date of this proxy statement. The summary is general in nature and is not intended to cover all the tax consequences that may apply to a particular employee or the Company. The provisions of the Code and related regulations concerning these matters are complicated, and their impact in any one case may depend upon the particular circumstances.
As noted above, the ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Participating employees will, however, recognize income when they sell or dispose of the shares purchased under the ESPP. If an employee disposes of such shares after two years from the date of grant of the purchase right and after one year from the date of the purchase of such shares (or if the employee dies), the employee will recognize ordinary income for the year in which such disposition occurs (or the employee’s taxable year ending with his or her death) in an amount equal to the lesser of:
the excess of the fair market value of such shares at the time of disposition (or death) over the purchase price; or
the excess of the fair market value of the shares at the time of the grant of the purchase right over the purchase right price on the date of the purchase right grant.
Except in the case of the employee’s death, the employee’s basis in the shares disposed of will be increased by an amount equal to the amount includable in his or her income as ordinary income. Any additional gain or loss will be a long-term capital gain or loss. The Company will not be entitled to a tax deduction when the shares are disposed of after the expiration of the two-year and one-year periods.
If an employee disposes of the shares purchased under the ESPP within such two-year or one-year periods, the employee will recognize ordinary income for the year in which such disposition occurs in an amount equal to the excess of the fair market value of such shares on the date of purchase over the purchase price (or, for some shares that may be sold in connection with the Cashless Participation program in certain instances, the excess of the designated sale price over the purchase price). The employee’s basis in such shares disposed of will be increased by an amount equal to the amount includable in his or her income as ordinary income, and any gain or loss computed with reference to such adjusted basis that is recognized at the time of disposition will be a capital gain or loss, either short-term or long-term, depending on the holding period for such shares. In the event of a disposition within such two-year or one-year periods, the Company will be entitled to a tax deduction equal to the amount the employee is required to include as ordinary income as a result of such disposition to the extent the amount represents reasonable compensation and an ordinary and necessary business expense, subject to any required income tax reporting.
The Committee may authorize offerings that are not intended to comply with Section 423 of the Code, in which case different tax consequences will apply. Upon the purchase of shares under the ESPP, the employee will recognize ordinary income in an amount equal to the excess of the fair market value of such shares on the date of purchase over the purchase price paid by the employee for such shares (or, for some shares that may be sold in connection with the Cashless Participation program in certain instances, the excess of the designated sale price over the purchase price), and the Company will be entitled to a corresponding deduction for U.S. federal income tax purposes. In addition, upon the disposition of such shares, the employee will recognize a capital gain or loss in an amount equal to the difference between the selling price of such shares and the fair market value of such shares on the date of purchase. The Company will not receive a deduction for U.S. federal income tax purposes with respect to any capital gain or loss recognized by the employee.
The
From time
Name of Beneficial Owner
|
Amount And Nature of Beneficial Ownership
| Percent of Class (%)(1)
| ||||||||
Mantle Ridge LP(2)
|
|
24,575,245
|
|
|
9.7
|
%
| ||||
The Vanguard Group(3)
|
|
23,298,565
|
|
| 9.2
| %
| ||||
Eaton Vance Management(4)
|
|
18,876,241
|
|
|
7.4
|
%
| ||||
John J. Zillmer(5)
|
|
313,003
|
|
|
*
|
| ||||
Thomas G. Ondrof(6)
|
|
33,797
|
|
|
*
|
| ||||
Lynn B. McKee(7)
|
|
787,539
|
|
|
*
|
| ||||
Marc Bruno(8)
|
|
362,036
|
|
|
*
|
| ||||
Lauren A. Harrington(9)
|
|
90,027
|
|
|
*
|
| ||||
Stephen P. Bramlage, Jr.
|
|
78,319
|
|
|
*
|
| ||||
Susan M. Cameron(10)
|
|
—
|
|
|
*
|
| ||||
Greg Creed(11)
|
|
12,475
|
|
|
*
|
| ||||
Calvin Darden(12)
|
|
—
|
|
|
*
|
| ||||
Richard W. Dreiling(13)
|
|
—
|
|
|
*
|
| ||||
Irene M. Esteves(14)
|
|
—
|
|
|
*
|
| ||||
Daniel J. Heinrich(15)
|
|
3,750
|
|
|
*
|
| ||||
Paul C. Hilal(16)
|
|
24,575,245
|
|
|
9.7
|
%
| ||||
Bridgette P. Heller
|
|
—
|
|
|
*
|
| ||||
Karen M. King(17)
|
|
5,100
|
|
|
*
|
| ||||
Stephen I. Sadove(18)
|
|
25,008
|
|
|
*
|
| ||||
Arthur B. Winkleblack(19)
|
|
4,367
|
|
|
*
|
| ||||
Directors and Executive Officers as a Group (16 Persons)(20)
|
|
26,212,346
|
|
|
10.3
|
%
|
Name of Beneficial Owner | Amount And Nature of Beneficial Ownership | Percent of Class (%)(1) | ||||||
Capital International Investors(2) | 28,073,452 | 10.70 | % | |||||
The Vanguard Group(3) | 24,287,684 | 9.26 | % | |||||
RBC Capital Markets, LLC(4) | 17,001,405 | 6.48 | % | |||||
Farallon Capital Partners(5) | 15,381,069 | 5.86 | % | |||||
John J. Zillmer(6) | 2,650,046 | 1.01 | % | |||||
Thomas G. Ondrof(7) | 617,311 | * | ||||||
Marc Bruno(8) | 1,049,811 | * | ||||||
Lauren A. Harrington(9) | 581,717 | * | ||||||
Abigail Charpentier(10) | 53,654 | * | ||||||
Susan M. Cameron(11) | — | — | ||||||
Greg Creed(12) | 12,475 | * | ||||||
Brian DelGhiaccio | — | — | ||||||
Bridgette P. Heller(13) | — | — | ||||||
Kenneth M. Keverian(14) | — | — | ||||||
Karen M. King(15) | 20,189 | * | ||||||
Patricia E. Lopez(16) | — | — | ||||||
Stephen I. Sadove(17) | 28,511 | * | ||||||
Kevin G. Wills(18) | — | — | ||||||
Arthur B. Winkleblack(19) | 19,456 | * | ||||||
Directors and Executive Officers as a Group (15 Persons)(20) | 5,033,171 | 1.92 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68 |
21, 2023.
ARMK2024.
Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders and other participants at the Annual Meeting, this
69 |
•vote your shares; and
•select a future delivery preference of paper or electronic copies of the proxy materials.
1 2 3 4 5 6 Proposal Item Board’s Vote Recommendation Page To elect the 12 director nominees listed herein to serve until the 2022 annual meeting of shareholders and until their respective successors have been duly elected and qualified FOR nominees listed herein 2 To ratify the appointment of Deloitte & Touche LLP as Aramark’s independent registered public accounting firm for the fiscal year ending October 1, 2021 FOR 23 To approve, in a non-binding advisory vote, the compensation paid to our named executive officers FOR 27 To approve, in a non-binding advisory vote, the frequency of future advisory votes on named executive officer compensation ONE YEAR 82 To approve Aramark’s Third Amended and Restated 2013 Stock Incentive Plan FOR 83 To approve the Aramark’s 2021 Employee Stock Purchase Plan FOR 92 Proposal Item Board’s Vote Recommendation Page 1 To elect the 10 director nominees listed herein to serve until the 2025 annual meeting of shareholders and until their respective successors have been duly elected and qualified FOR nominees listed herein 2 To ratify the appointment of Deloitte & Touche LLP as Aramark’s independent registered public accounting firm for the fiscal year ending September 27, 2024 FOR 3 To approve, in a non-binding advisory vote, the compensation paid to our named executive officers FOR 101
Annual Meeting, MessrsMessrs. Zillmer and Dichter and Ms. Harrington will have the authority to vote shares represented by properly executed proxies in their discretion on such matters.
8, 2023.
70 |
The following table summarizes the vote threshold required for approval of each proposal, assuming a quorum is present, and the effect on the outcome of the vote of abstentions and broker non-votes.
Proposal Number | Item | Vote Required for Approval | Effect of Abstentions | Effect of Broker Non-Votes | ||||||||||||||
1 | To elect the | Majority of votes cast at the meeting upon the election | No effect | Not voted/No effect | ||||||||||||||
2 | To ratify the appointment of the independent registered public accounting firm | Majority of shares present and entitled to vote on the matter | Counted “Against” | No broker non-votes; shares may be voted by brokers in their discretion | ||||||||||||||
3 | To approve, in a non-binding advisory vote, the compensation paid to our named executive officers | Majority of shares present and entitled to vote on the matter | Counted “Against” | |||||||||||||||
| ||||||||||||||||||
| ||||||||||||||||||
| ||||||||||||||||||
| Not voted/No effect |
71 |
•Over the Internet. Vote at www.proxyvote.com. The Internet voting system is available 24 hours a day until 11:59 p.m. Eastern Standard Time on Monday, February 1, 2021.January 29, 2024. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.
•You will need the 16-digit number included on your Notice of Internet Availability or your proxy card (if you received a paper copy of the proxy materials) or an email if one was sent to you to obtain your records and to vote.
•By telephone. You can vote by calling 1-800-690-6903. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Standard Time on Monday, February 1, 2021.January 29, 2024. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.
•You will need the 16-digit number included on your Notice of Internet Availability or your proxy card (if you received a paper copy of the proxy materials) or an email if one was sent to you in order to vote by telephone.
•By mail. If you received a paper copy of the proxy materials, mark your voting instructions on the proxy card and sign, date and return it in the postage-paid envelope provided. If you received only a Notice of Internet Availability but want to vote by mail, the Notice includes instructions on how to request a paper proxy card. For your mailed proxy card to be counted, we must receive it before 11:59 p.m. Eastern Standard Time on Monday, February 1, 2021.
•Online at the Annual Meeting. You may vote and submit questions while attending the Annual Meeting online via live audio webcast. Shares held in your name as the stockholder may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/ARMK2021ARMK2024 during the meeting.
•You will need the 16-digit number included on your Notice of Internet Availability or your proxy card (if you received a paper copy of the proxy materials) or an email if one was sent to you in order to be able to vote and enter the meeting.
|
•Write to the Corporate Secretary at Aramark, 2400 Market Street, Philadelphia, Pennsylvania 19103. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received by the Corporate Secretary before 3:00 p.m. Eastern Standard Time on Monday, February 1, 2021;
•Send a new proxy card with a later date than the card submitted earlier (which automatically revokes the earlier proxy). We must receive your new proxy card before 11:59 p.m. Eastern Standard Time on;
•Enter new instructions by telephone or Internet voting before 11:59 p.m. Eastern Standard Time on Monday, February 1, 2021;January 29, 2024; or
•Vote online at the Annual Meeting.
72 |
•Submit new voting instructions in the manner provided by your bank, broker or other custodian; or
•Contact your bank, broker or other custodian to request a proxy to vote online at the Annual Meeting.
InspectorsInspector of Election. The vote will be certified by the Company’s Inspector of Election. During the proxy solicitation period, the Company will receive vote tallies from time to time, but such tallies will provide aggregate figures rather than names of shareholders. Individual proxy voting and voting instructions will be kept confidential by Broadridge and will not be provided to the Company.Okapi Partners LLCD.F. King & Co., Inc. to assist with the solicitation of proxies for an estimated fee of $18,500$20,000 plus expenses. Aramark will reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred by them in forwarding proxy-soliciting materials to such beneficial owners. Proxies may be solicited on our behalf by our directors, officers, employees and agents, without additional remuneration, by telephone, electronic or facsimile transmission or in person.104
Where can I find the voting results of the Annual Meeting?
1, 2024.
73 |
Company Documents and Communications
Adjusted Operating (Loss) Income (Constant Currency)
Adjusted Operating (Loss) Income (Constant Currency) represents Adjusted Operating (Loss) Income adjusted to eliminate the impact of currency translation.
Annex-1 |
Aramark and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
ADJUSTED CONSOLIDATED OPERATING INCOME MARGIN
(Unaudited) ($ In thousands)
| Fiscal 2020 | |||
Revenue (as reported) | $ | 12,829,559 | ||
Operating Loss (as reported) | $ | (264,919 | ) | |
Revenue (as reported) | $ | 12,829,559 | ||
Effect of Currency Translation | 135,573 | |||
Estimated Impact of 53rd Week | (177,059 | ) | ||
Adjusted Revenue (Organic) | $ | 12,788,073 | ||
Operating Loss (as reported) | $ | (264,919 | ) | |
Amortization of Acquisition-Related Intangible Assets | 116,524 | |||
Severance and Other Charges | 152,717 | |||
Merger and Integration Related Charges | 28,868 | |||
Goodwill Impairment | 198,600 | |||
Tax Reform Related Employee Reinvestments | 1,423 | |||
Estimated Impact of 53rd Week | (363 | ) | ||
Gains, Losses and Settlements impacting comparability | 61,235 | |||
Adjusted Operating Income | $ | 294,085 | ||
Effect of Currency Translation | (3,031 | ) | ||
Adjusted Operating Income (Constant Currency) | $ | 291,054 |
Annex-2 |
(Unaudited) (In thousands, except per share amounts)
| Fiscal 2020 | Fiscal 2019 | Fiscal 2018 | |||||||||
Net (Loss) Income Attributable to Aramark Stockholders (as reported) | $ | (461,529 | ) | $ | 448,549 | 567,885 | ||||||
Adjustment: |
|
|
|
|
|
|
|
|
| |||
Amortization of Acquisition-Related Intangible Assets | 116,524 | 117,044 | 107,801 | |||||||||
Severance and Other Charges | 152,717 | 58,447 | 67,577 | |||||||||
Effect of Divestitures | — | — | (30,157 | ) | ||||||||
Merger and Integration Related Charges | 28,868 | 36,068 | 79,908 | |||||||||
Goodwill Impairment | 198,600 | — | — | |||||||||
Gain on sale of Healthcare Technologies | — | (156,309 | ) | — | ||||||||
Tax Reform Related Employee Reinvestments | 1,423 | 74,894 | — | |||||||||
Advisory Fees related to Shareholder Matters | — | 7,661 | — | |||||||||
Estimated Impact of 53rd Week | 6,973 | — | — | |||||||||
Gains, Losses and Settlements impacting comparability | 61,235 | 60,464 | 5,424 | |||||||||
Effects of Refinancing and Other on Interest and Other Financing Costs, net | 20,883 | 2,219 | 19,925 | |||||||||
Effect of Tax Legislation on (Benefit) Provision for Income Taxes | (58,437 | ) | (12,126 | ) | (221,998 | ) | ||||||
Tax Impact Related to Shareholder Transactions | (18,221 | ) | — | — | ||||||||
Tax Impact of Adjustments to Adjusted Net (Loss) Income | (90,964 | ) | (73,156 | ) | (62,639 | ) | ||||||
Adjusted Net (Loss) Income | $ | (41,928 | ) | $ | 563,755 | 533,726 | ||||||
Effect of Currency Translation, net of Tax | (3,758 | ) | 8,846 | — | ||||||||
Adjusted Net (Loss) Income (Constant Currency) | $ | (45,686 | ) | $ | 572,601 | 533,726 | ||||||
(Loss) Earnings Per Share (as reported) |
|
|
|
|
|
|
|
|
| |||
Net (Loss) Income Attributable to Aramark Stockholders (as reported) | $ | (461,529 | ) | $ | 448,549 | 567,885 | ||||||
Diluted Weighted Average Shares Outstanding | 251,828 | 252,010 | 253,352 | |||||||||
| $ | (1.83 | ) | $ | 1.78 | 2.24 | ||||||
Adjusted (Loss) Earnings Per Share |
|
|
|
|
|
|
|
|
| |||
Adjusted Net (Loss) Income | $ | (41,928 | ) | $ | 563,755 | 533,726 | ||||||
Diluted Weighted Average Shares Outstanding | 251,828 | 252,010 | 253,352 | |||||||||
| $ | (0.17 | ) | $ | 2.24 | 2.11 | ||||||
Adjusted (Loss) Earnings Per Share (Constant Currency) |
|
|
|
|
|
|
|
|
| |||
Adjusted Net (Loss) Income (Constant Currency) | $ | (45,686 | ) | $ | 572,601 | 533,726 | ||||||
Diluted Weighted Average Shares Outstanding | 251,828 | 252,010 | 253,352 | |||||||||
| $ | (0.18 | ) | $ | 2.27 | 2.11 |
Aramark and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
ADJUSTED NET INCOMEREVENUE AND ADJUSTED EPS
OPERATING INCOME
| Fiscal | |||
Net Income Attributable to Aramark Stockholders (as reported) | $ | 567,885 | ||
Adjustment: |
|
|
| |
Amortization of Acquisition-Related Customer Relationship Intangible Assets and Depreciation of Property and Equipment Resulting from the 2007 LBO | 37,756 | |||
Share-Based Compensation | 89,465 | |||
Severance and Other Charges | 67,577 | |||
Merger and Integration Related Charges | 79,908 | |||
Gains, Losses and Settlements impacting comparability | 7,578 | |||
Effects of Refinancing on Interest and Other Financing Costs, net | 17,773 | |||
Effect of Tax Reform on Provision For Income Taxes | (221,998 | ) | ||
Tax Impact of Adjustments to Adjusted Net Income | (77,032 | ) | ||
Adjusted Net Income | $ | 568,912 | ||
Effect of Currency Translation, net of tax | (4,798 | ) | ||
Adjusted Net Income (Constant Currency) | $ | 564,114 | ||
Earnings Per Share (as reported) |
|
|
| |
Net Income Attributable to Aramark Stockholders (as reported) | $ | 567,885 | ||
Diluted Weighted Average Shares Outstanding | 253,352 | |||
| $ | 2.24 | ||
Adjusted Earnings Per Share |
|
|
| |
Adjusted Net Income* | $ | 568,912 | ||
Diluted Weighted Average Shares Outstanding | 253,352 | |||
| $ | 2.25 | ||
Adjusted Earnings Per Share (Constant Currency as reported in each respective year) |
|
|
| |
Adjusted Net Income (Constant Currency) | $ | 564,114 | ||
Diluted Weighted Average Shares Outstanding | 253,352 | |||
Adjusted Earnings Per Share (Constant Currency as reported in each respective year) | $ | 2.23 |
Fiscal 2023 | Fiscal 2022 | ||||||||||
Revenue (as reported) | $ | 18,853,857 | $ | 16,326,624 | |||||||
Effect of Certain Acquisitions | (186,463) | — | |||||||||
Effect of Currency Translation | 207,290 | — | |||||||||
Adjusted Revenue (Organic) | $ | 18,874,684 | $ | 16,326,624 | |||||||
Revenue Growth (as reported) | 15.48 | % | |||||||||
Adjusted Revenue Growth (Organic) | 15.61 | % | |||||||||
Operating Income (as reported) | $ | 862,926 | $ | 628,365 | |||||||
Amortization of Acquisition-Related Intangible Assets | 115,469 | 108,676 | |||||||||
Severance and Other Charges | 37,485 | 19,606 | |||||||||
Effect of Certain Acquisitions | (8,631) | — | |||||||||
Spin-off Related Charges | 51,104 | 9,309 | |||||||||
Gains, Losses and Settlements impacting comparability | (23,550) | 12,535 | |||||||||
Adjusted Operating Income | $ | 1,034,803 | $ | 778,491 | |||||||
Operating Income Growth (as reported) | 37.33 | % | |||||||||
Adjusted Operating Income Growth | 32.92 | % |
|
Aramark and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
FREE CASH FLOW
(Unaudited) ($ in thousands)
Fiscal Year Ended 10/2/2020 | Fiscal Year Ended 9/27/2019 | Nine Months Ended 6/26/2020 | Three Months Ended 10/2/2020 | |||||||||||||
Net Cash provided by (used in) operating activities | $ | 176,682 | $ | 984,227 | $ | (74,845 | ) | $ | 251,527 | |||||||
Net purchases of property and equipment and other | (364,434 | ) | (485,219 | ) | (259,375 | ) | (105,059 | ) | ||||||||
Free Cash Flow | $ | (187,752 | ) | $ | 499,008 | $ | (334,220 | ) | $ | 146,468 |
Aramark Third Amended and Restated 2013 Stock Incentive Plan
1. Purpose. The purpose of the Aramark Third Amended and Restated 2013 Stock Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby current and prospective directors, officers, employees, consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.
2. Definitions. The following definitions shall be applicable throughout the Plan:
(a) “Affiliate” means with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. The term “control,” as used in this Plan, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. “Controlled” and “controlling” have meanings correlative to the foregoing.
(b) “Amendment and Restatement Effective Date” means January 29, 2020.
(c) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred Stock Unit, Dividend Equivalent award, Stock Bonus Award, and Performance Compensation Award granted under the Plan.
(d) “Award Agreement” means any agreement or other instrument (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)) setting forth the terms of an Award that has been duly authorized and approved by the Committee.
(e) “Board” means the Board of Directors of the Company.
(f) “Cause” means, in the case of a particular Award with respect to a Participant, (i) if such Participant is at the time of termination a party to any employment, consulting or other similar agreement (any such agreement, an “Individual Agreement”) that defines such term, the meaning given in such Individual Agreement; (ii) otherwise if such Participant is at the time of termination a party to an Award Agreement which was entered into under this Plan and defines such term, the meaning given in the Award Agreement; and (iii) in all other cases, such Participant’s (A) commission of a felony or a crime of moral turpitude; (B) commission of a willful and material act of dishonesty involving the Company; (C) material breach of the Company’s Business Conduct Policy that causes harm to the Company or its business reputation; or (D) willful misconduct that causes material harm to the Company or its business reputation.
(g) “Change of Control” means, unless otherwise provided in an Award Agreement, the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:
(i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used for purposes of Sections 13(d)(3) and 14(d)(2) of the Exchange Act);
(ii) any person or group is or becomes the “beneficial owner” (as such term is used for purposes of Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the total voting power of the outstanding voting stock of the Company, including by way of merger, consolidation or otherwise;
(iii) during any period of twenty-four (24) months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided, that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of
Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or
(iv) a complete liquidation or dissolution of the Company.
In addition, if a Change of Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (i), (ii), or (iii) with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation § 1.409A-3(i)(5) to the extent required by Section 409A of the Code.
(h) “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Any reference to any section of the Code shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.
(i) “Committee” means the Compensation and Human Resources Committee of the Board, a Sub-Committee as may be appointed pursuant to Section 4(a) or the Board.
(j) “Common Stock” means the common stock, par value $0.01 per share, of the Company (and any stock or other securities into which such common stock may be converted or into which it may be exchanged).
(k) “Company” means Aramark, a Delaware corporation, and any successor thereto.
(l) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.
(m) “Deferred Stock Unit” or “DSU” means the right to receive cash or one whole share of Common Stock for each whole Deferred Stock Unit awarded under Section 10(b) of the Plan.
(n) “Disability” means, unless the Award granted to the applicable Participant is subject to Section 409A of the Code, with respect to each Participant, the Participant is (i) unable to perform the material and substantial duties of the Participant’s Regular Occupation (as defined herein below) due to the Participant’s sickness or injury; and (ii) the Participant is under the regular care of a qualified doctor; and (iii) the Participant has incurred a twenty percent (20%) or more loss in the Participant’s monthly earnings due to that sickness or injury (or such other definition of disability that results in a termination of employment and commencement of receipt of benefits under the Company or its Affiliate’s long term disability plan, as in effect at the applicable time (the “LTD Plan”)). In the event that the Award granted to the applicable Participant is subject to Section 409A of the Code, the term Disability, shall instead have the meaning of “Disability” as defined under Section 409A of the Code or any successor provision of the Code at the applicable time. For purposes of this definition, the term “Regular Occupation” means the occupation the Participant is routinely performing when the Participant’s Disability begins, which shall be determined by the LTD Plan Claims Administrator as provided in the LTD Plan.
(o) “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock, awarded under Section 10(c) of the Plan.
(p) “Effective Date’’ means the date on which the Plan (prior to the first amended and restatement thereof) was initially approved by the stockholders of the Company (i.e., December 1, 2013).
(q) “Eligible Director” means a person who is with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act,
(r) “Eligible Person” means any (i) individual employed by the Company or any of its Affiliates; (ii) director of the Company or an Affiliate; or (iii) consultant or advisor to the Company or any of its Affiliates who may be offered securities registrable on Form S-8 under the Securities Act or pursuant to Rule 701 of the Securities Act, or any other available exemption, as applicable.
(s) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Any reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include
any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
(t) “Exercise Price” has the meaning given such term in Section 7(b) of the Plan.
(u) “Fair Market Value’’ means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on one or more established U.S. national or regional securities exchanges, its Fair Market Value shall be the closing sale price for such Common Stock (or if no closing sale price is reported, the closing price on the last preceding date on which such prices of the Common Stock are so reported) on such date as reported in composite transactions for the principal exchange on which the Common Stock is listed (as determined by the Committee); (ii) if the Common Stock is not listed on a U.S. national or regional securities exchange but is traded over the counter at the time determination of its Fair Market Value is required to be made, its Fair Market Value shall be equal to the average between the high and low sales prices of the Common Stock on the most recent date on which the Common Stock was traded, as reported by Pink OTC Markets Inc. or a similar organization (as selected by the Committee); or (iii) if the Common Stock is not so traded, the Fair Market Value thereof shall be determined by the Committee in good faith.
(v) “Good Reason”, to the extent a Participant is party to an agreement relating to employment and post-employment competition, or other similar agreement, with the Company or any of its Affiliates (including any exhibits and schedules thereto) (an “ELC Agreement’) that contains a definition of “Good Reason”, has the meaning given to such term in a Participant’s ELC Agreement. For the avoidance of doubt, if a Participant is not party to an ELC Agreement or if a Participant’s ELC Agreement does not contain a definition of Good Reason, then such Participant shall not have grounds to effect a Termination of Relationship for Good Reason.
(w) “Immediate Family Members” shall have the meaning set forth in Section 15(b) of the Plan.
(x) “Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.
(y) “Indemnifiable Person” shall have the meaning set forth in Section 4(d) of the Plan.
(z) “Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award.
(aa) “Net Exercise” means a Participant’s ability to exercise an Option by directing the Company to deduct from the shares of Common Stock issuable upon exercise of such Option, a number of shares of Common Stock having an aggregate Fair Market Value equal to the sum of the aggregate Exercise Price therefor plus the amount of the Participant’s Tax Withholding, and the Company shall thereupon issue to the Participant the net remaining number of shares of Common Stock after such deductions.
(bb) “Nonqualified Stock Option’’ means an Option that is not designated by the Committee as an Incentive Stock Option.
(cc) “Option” means an Award granted under Section 7 of the Plan.
(dd) “Option Period” has the meaning given such term in Section 7(c) of the Plan.
(ee) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.
(ff) “Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.
(gg) “Performance Criteria” shall mean the criterion or criteria that theCommittee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.
(hh) “Performance Formula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.
(ii) “Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.
(jj) “Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.
(kk) “Permitted Transferee” shall have the meaning set forth in Section 15(b) of the Plan.
(ll) “Person” means a “person” as such term is used for purposes of 13(d) or 14(d) of the Exchange Act, or any successor section thereto.
(mm) “Plan”’ means this Third Amended and Restated Aramark 2013 Stock Incentive Plan.
(nn) “Restricted Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(oo) “Restricted Stock” means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(pp) “Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(qq) “Retirement” means, with respect to a Participant, unless otherwise provided in an Award Agreement, the retirement of such Participant upon or after achieving age 60 and five (5) years of employment with the Company, any of its Affiliates, and/or any of their respective predecessors.
(rr) “SAR Period” has the meaning given such term in Section 8(b) of the Plan.
(ss) “Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.
(tt) “SEC” means the Securities and Exchange Commission.
(uu) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
(vv) “Stock Bonus Award” means an Award granted under Section 10(a) of the Plan.
(yy) “Strike Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.
(zz) “Sub-Committee” has the meaning given to such term in Section 4(a) of the Plan.
(aaa) “Substitute Award” has the meaning given to such term in Section 5(e) of the Plan.
(bbb) “Tax Withholding” means a Participant’s tax withholding for any federal, state, local and non-U.S. income and employment taxes that are withheld with respect to any Award granted hereunder pursuant to Section 15(c) of the Plan.
(ccc) “Termination of Relationship” means (i) if the Participant is an employee of the Company or any Affiliate, the termination of the Participant’s employment with the Company and its Affiliates for any reason; (ii) if the Participant is a consultant to the Company or any Affiliate, the termination of the Participant’s consulting relationship with the Company and its Affiliates for any reason; and (iii) if the Participant is a director of the Company or any Affiliate, the termination of the Participant’s service as a director of the Company or such Affiliate for any reason; including, in the case of clauses (i), (ii) or (iii), as a result of such Affiliate no longer being an Affiliate of the Company because of a sale, divestiture or other disposition of such Affiliate by the Company (whether such disposition is effected by the Company or another Affiliate thereof).
3. Effective Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.
4. Administration.
(a) The Committee shall administer the Plan; provided, however, that the Compensation and Human Resources Committee may also delegate, at any time and from time to time, to any sub-committee of the Compensation and Human Resources Committee and the Board may also delegate, at any time and from time to time, to any other committee of the Board (in either case which shall consist of one or more members of the Compensation and Human Resources Committee or Board, respectively, and may consist solely of the Chief Executive Officer of the Corporation so long as he or she is a member of the Board) (a “Sub-Committee”), subject to such guidelines as the Board or the Compensation and Human Resources Committee may establish from time to time, the authority to act on behalf of the Compensation and Human Resources Committee or the Board with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, except that to the extent required to obtain exemption from Section 16(b) of the Exchange Act under Rule 16b-3 promulgated thereunder, (i) the Compensation and Human Resources Committee or such Sub-Committee must consist of two or more members of Board and (ii) each member of the Compensation and Human Resources Committee or Sub-Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Compensation and Human Resources Committee or Sub-Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Compensation and Human Resources Committee or Sub-Committee that is otherwise validly granted under the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by the Committee shall be deemed the acts of the Committee. The Committee may also delegate to an executive officer or other employee of the Company the authority to grant Awards to non-executive officers or persons who are not “officers” (as defined in Section 16 of the Exchange Act) of the Company, to the extent permitted by applicable law.
(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with Awards; (iv) determine the terms and conditions of any Award and any amendments thereto; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
(c) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any of its Affiliates, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.
(d) No member of the Board, the Committee, delegate of the Committee or any officer, employee or agent of the Company (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud, gross negligence or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws or as a matter of law or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.
(e) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.
5. Grant of Awards; Shares Subject to the Plan Limitations.
(a) The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent awards, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons.
(b) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, the Committee is authorized to deliver under the Plan 36,500,000 shares of Common Stock; (ii) subject to Section 12 of the Plan, no more than 2,000,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options; (iii) subject to Section 12 of the Plan, grants of Options or SARs under the Plan in respect of no more than 2,000,000 shares of Common Stock may be made to any single Participant during any calendar year; (iv) subject to Section 12 of the Plan, Performance Compensation Awards covering no more than 1,000,000 shares of Common Stock may be granted pursuant to Section 11 of the Plan to any single Participant during a single calendar year, and in the event such Performance Compensation Award is paid in cash, other securities, other Awards or other property, no more than the Fair Market Value of 1,000,000 shares of Common Stock on the last day of the Performance Period to which such Award relates may be paid in respect of such Award; and (v) the maximum amount that can be paid to any single Participant in any one calendar year pursuant to a cash bonus Award described in Section 11(a) of the Plan shall be $10,000,000. Additionally, the maximum number of shares of Common Stock subject to Awards granted during a single calendar year to any Non-Employee Director, taken together with any cash fees earned by such Non-Employee Director during such calendar year, shall not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes).
(c) Shares of Common Stock that are subject to or underlie Options, SARs, Restricted Stock, Restricted Stock Units or other Awards granted under the Plan that are forfeited, cancelled, expire unexercised, or for any reason
are canceled or terminated without having been exercised or delivered (including Shares of Common Stock that are subject to or underlie the unexercised, unvested or undelivered portion of any such Awards, in the case of Awards that were partially exercised, vested or delivered at the time of their expiration, cancellation or termination) shall, notwithstanding anything herein to the contrary, be available again for other Awards under the Plan. Shares of Common Stock that are settled in cash, redeemed as part of a Net Exercise settlement or as part of the payment of the required Exercise Price or Tax Withholding obligations, or that are purchased by the Company using proceeds received from Option exercises shall not be available again for other Awards under the Plan.
(d) Shares of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.
(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number of shares of Common Stock underlying any Substitute Awards shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan. The number of shares of Common Stock reserved pursuant to Section 5(b) may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of shares of Common Stock subject to Awards before and after the substitution.
(f) Awards granted to employees of the Company under the Plan shall be subject to a minimum one-year vesting period, subject to potential acceleration of vesting in the event of a Participant’s death, disability or Retirement (to the extent provided in the applicable award agreement), or as otherwise provided under the Plan or in any agreement in effect on the Amendment and Restatement Effective Date.
6. Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.
7. Options.
(a) Generally. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided, that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.
(b) Exercise Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any of its Affiliates, the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant; and provided, further, that a Nonqualified Stock Option may be granted with an Exercise Price lower than that set
forth herein if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) and Section 409A of the Code.
(c) Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any of its Affiliates; provided, further, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option.
(d) Method of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Tax Withholding obligations of the Participant. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. Unless otherwise expressly provided by the Committee in any Award Agreement, the aggregate Exercise Price (and any Tax Withholding due) shall, to the extent permitted by applicable law, be payable:
(i) in cash (by wire transfer of immediately available funds to a bank account of the Company, by delivery of a certified check payable to the Company);
(ii) by surrender of shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company);
(iii) pursuant to a Net Exercise arrangement; provided, however, that in such event, the Committee may exercise its discretion to limit or prohibit the use of a Net Exercise solely with respect to Tax Withholding if the Committee determines in good faith that to allow for a Net Exercise with respect to Tax Withholding would result in a material negative impact on the Company’s and its subsidiaries, near-term liquidity needs;
(iv) in other property having a fair market value on the date of exercise equal to the Exercise Price,
(v) by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price; or
(vi) a combination of the methods set forth in this Section 7(d).
Notwithstanding the foregoing, if on the last day of the Option Period, the Fair Market Value exceeds the Exercise Price, the Participant has not exercised the Option, and the Option has not otherwise expired, such Option shall be deemed to have been Net Exercised by the Participant on such last day prior to the expiration of the Option Period and the Company shall make the appropriate payment therefor.
(e) Notice of Exercise. A Participant (or other person, as provided in Section 15(b)) may exercise an Option (for the shares of Common Stock represented thereby) granted under the Plan in whole or in part (but for the purchase of whole shares only), as provided in the Award Agreement evidencing his Option, by delivering a notice (the “Notice”) to the Company in accordance with the Option exercise notice practices and procedures in effect at the Company from time to time. In accordance therewith, the Notice may include the following:
(i) that the Participant elects to exercise the Option;
(ii) the number of shares of Common Stock with respect to which the Option is being exercised (the “Option Shares”);
(iii) the method of payment for the Option Shares (which method must be available to the Participant under the terms of his or her Award Agreement);
(iv) the date upon which the Participant desires to consummate the purchase of the Option Shares (which date must be prior to the termination of such Option); and
(v) any additional provisions with respect to Notice consistent with the Plan as the Committee may from time to time require.
The exercise date of an Option shall be the date on which the Company receives the Notice and any payment due from the Participant.
(f) Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option.
(g) Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the SEC or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.
8. Stock Appreciation Rights.
(a) Generally. Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.
(b) Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR.
(c) Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.
(d) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Tax Withholding obligations of the Participant. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee.
9. Restricted Stock and Restricted Stock Units.
(a) Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
(b) Book Entry and Stock Certificates; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a Participant’s ownership to be recognized through uncertificated book entry. If the
Company elects to issue stock certificates, then stock certificates registered in the name of the Participant shall be issued and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock. To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.
(c) Vesting. The Restricted Stock Period with respect to any shares of Restricted Stock shall lapse and the Restricted Stock Units shall vest in such manner and on such date or dates as determined by the Committee.
(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units.
(i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement).
(ii) Unless otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common Stock for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, provide in an Award Agreement the Company’s ability to elect to (A) pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units or (B) defer the delivery of Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any Tax Withholding obligations of the Participant.
(e) Legends on Restricted Stock. To the extent applicable, all book entries (or stock certificates, if any) representing Restricted Stock awarded under the Plan shall bear a book entry notation or legend substantially in the form of the following in addition to any other information the Company deems appropriate until the lapse of all restrictions with respect to such Common Stock:
TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE ARAMARK THIRD AMENDED AND RESTATED 2013 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN ARAMARK AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ARAMARK.
10. Stock Bonus Awards; Deferred Stock Units; Dividend Equivalents.
(a) Stock Bonus Awards. The Committee may issue unrestricted Common Stock, or other Awards denominated in Common Stock under the Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock Bonus Award granted under
the Plan shall be evidenced by an Award Agreement. Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
(b) Deferred Stock Units. Each grant of Deferred Stock Units shall be evidenced by an Award Agreement. Each such grant shall be subject to the conditions set forth in this Section 10(b), and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Each Deferred Stock Unit shall entitle the holder thereof to receive one share of Common Stock on the date the Deferred Stock Unit becomes vested or upon a specified settlement date thereafter (which settlement date may (but is not required to) be the date of the Participant’s Termination of Relationship). Shares of Common Stock underlying a Deferred Stock Unit award which is subject to a vesting schedule or other conditions or criteria set by the Committee shall not be issued until on or following the date that those conditions and criteria have been satisfied. Unless otherwise provided by the Committee, a holder of Deferred Stock Units shall have no rights as a Company stockholder with respect to such Deferred Stock Units until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the shares of Common Stock underlying the Award have been issued to the Holder.
(c) Dividend Equivalents. Dividend Equivalents may be granted by the Committee based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Award is granted to a Participant and the date such Award vests, is exercised, is distributed or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash, additional Awards or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Committee. No Dividend Equivalent shall be payable with respect to any Award unless specified by the Committee in the Award Agreement. Notwithstanding the above, no Dividend Equivalents shall be payable with respect to outstanding (i) Options or SARs or (ii) unearned Awards subject to vesting conditions unless and until the corresponding Award has vested in accordance with its terms.
11. Performance Compensation Awards.
(a) Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to grant a performance-based Award as a Performance Compensation Award. The Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award.
(b) Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula.
(c) Performance Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of target levels of, a targeted percentage increase in, or solely the achievement of, one or more of the following Company or business group measures (all capitalized terms not defined herein shall have the meanings contained in the Company’s audited financial statements for the relevant performance period as such terms and definitions may be expressly modified and established by the Committee with respect to the relevant performance period): (i) Earnings Before Interest and Taxes (“EBIT”), (ii) Return on Net Assets (“RONA”), (iii) Net Income, (iv) After Tax Return on Investment (“ATROI”), (v) Sales, (vi) Revenues, (vii) Earnings Per Share, (viii) Total Shareholder Return, (ix) Return on Equity (“ROE”), (x) Return on Investment (“ROI”), (xi) Total Business Return, (xii) Return on Gross Investment (“ROGI”), (xiii) Operating Cash Flow, (xiv) Free Cash Flow, (xv) Operating Income, (xvi) Pretax Income, (xvii) Return on Invested Capital (“ROIC”), (xviii) stock price appreciation, (xix) Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) or (xx) Margin based upon any of EBIT, Operating Income, Pretax Income, EBITDA or any other profit measure. The measures may be based on absolute Company performance or Company performance relative to a peer group or other external measure of selected performance. Performance Criteria that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or financial metrics that are based on, or able to be derived from GAAP, and may be adjusted when established (or at any time thereafter) to include or exclude any items otherwise includable or excludable under GAAP. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. The Committee shall define in an objective
fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period and thereafter promptly communicate such Performance Criteria to the Participant.
(d) Modification of Performance Goal(s). In the event that applicable tax and/or securities laws permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining stockholder approval. The Committee is authorized at any time, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events:
(i) a change in accounting standards or principles, (ii) a significant acquisition or divestiture, (iii) a significant capital transaction, or (iv) any other unusual, infrequently occurring, nonrecurring items, to the extent such adjustments are stated at the time that the performance goals are determined. The Committee may also adjust, upward or downward, as applicable, the Performance Goals to reflect any other item or event, so long as any such item or event is separately identified as an item or event requiring adjustment of such Performance Goals at the time the Performance Goals are determined.
(e) Payment of Performance Compensation Awards.
(i) Condition to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.
(ii) Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.
(iii) Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.
(iv) Use of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion, except as is otherwise provided in the Plan, to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.
(f) Timing of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11, but in no event later than two-and-one-half months following the end of the fiscal year during which the Performance Period is completed.
12. Changes in Capital Structure and Similar Events. In the event of (a) any stock dividend, extraordinary cash dividend or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change of Control) that affects the shares of Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change of Control) affecting the Company, any of its Affiliates, or the financial statements of the Company or any of its Affiliates, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting
principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following:
(i) adjusting any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);
(ii) providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and
(iii) cancelling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, shares of Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor).
For the avoidance of doubt, in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards Codification Topic 718, Stock Compensation), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section l2 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act, to the extent applicable. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
13. Effect of Change of Control. Except to the extent otherwise provided in an Award Agreement, in the event of (i) the occurrence of a Change of Control, and (ii) thereafter, a Termination of Relationship of any given Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason that occurs prior to the second anniversary of the date of such Change of Control, then notwithstanding any other provision of the Plan to the contrary, with respect to all or any portion of the Participant’s then outstanding Award or Awards:
(a) the then outstanding Options and SARs shall become immediately exercisable on the date of the Termination of Relationship;
(b) the Restricted Period shall expire on the date of the Termination of Relationship (which includes, without limitation the waiver of any applicable Performance Goals);
(c) Performance Periods in effect on of the date of the Termination of Relationship occurs shall end on such date, and with respect to each such Performance Period, all applicable Performance Goals shall be deemed to have been achieved at the applicable “target” levels of performance have been attained; and
(d) All Awards that have been previously deferred shall be settled in full as soon as practicable, but if any only if, with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, (I) such Termination of Relationship occurs prior to the second anniversary of the Change of Control and
(II) such settlement does not contradict any pre-existing deferral election under any other plan, program or arrangement of the Company or any of its Affiliates then in effect.
To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (d) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change of Control transactions with respect to the Common Stock subject to their Awards.
14. Amendments and Termination.
(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that (i) no amendment to Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or interdealer quotation system on which the shares of Common Stock may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.
(b) Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively; provided, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, and (ii) the Committee may not cancel any outstanding Option or SAR when the per share Exercise Price or Strike Price exceeds the Fair Market Value in exchange for cash or another Award, and the Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted.
(c) Extension of Termination Date. A Participant’s Award Agreement may provide that if the exercise of the Option or SAR, as applicable, following the Participant’s Termination of Relationship (other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, or any other requirements of applicable law, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 7(c) and (ii) the expiration of a period of 30 days after the Participant’s Termination of Relationship during which the exercise of the Option would not be in violation of such registration requirements or other applicable requirements.
(d) Restriction on Grant of Awards. No Awards may be granted during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth anniversary of the Effective Date.
15. General.
(a) Award Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation, the effect on such Award of the death, Disability or Termination of Relationship of a Participant, or of such other events as may be determined by the Committee. The terms of any Award issued hereunder shall be binding upon the executors, administrators, beneficiaries, successors and assigns of the Participant.
(b) Nontransferability.
(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided, that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the satisfaction of any applicable vesting conditions and consequences of the Participant’s Termination of Relationship under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option or SAR shall be exercisable by the Permitted Transferee only if such Option or SAR has vested due to the Participant’s satisfaction of the applicable vesting criteria and only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.
(c) Tax Withholding.
(i) A Participant shall be required to pay to the Company or any of its Affiliates, and the Company or any of its Affiliates shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.
(ii) Without limiting the generality of clause (i) above, the Committee shall, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (i) the deduction from any amount payable to the Participant in cash or the delivery of shares of Common Stock owned by the Participant having a Fair Market Value equal to such withholding liability, or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award, including, for the avoidance of doubt, shares redeemed as part of a Net Exercise settlement, a number of shares with a Fair Market Value equal to such withholding liability (but no more than the minimum required statutory withholding liability or, if permitted by the Committee, such other rate as will not cause adverse accounting consequences and is permitted under applicable IRS withholding rules); provided, however, that in such event, the Committee may exercise its discretion to limit or prohibit the use
of shares of Common Stock for such Tax Withholding if the Committee determines in good faith that to allow for the use of such shares with respect to Tax Withholding would result in a material negative impact on the Company’s and its Affiliates’ near-term liquidity needs.
(d) No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or any of its Affiliates, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any of its Affiliates, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.
(e) International Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.
(f) Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.
(g) Termination of Relationship.
(i) Unless determined otherwise by the Committee, neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service with any of its Affiliates (or vice-versa) shall be considered a Termination of Relationship with the Company or such Affiliate.
(ii) Notwithstanding anything in this Plan to the contrary, with respect to any Award, a Termination of Relationship shall not be deemed to have occurred if a Participant remains an employee or a member of the Board of the Company or any Affiliate, but a Termination of Relationship shall be deemed to have occurred if a Participant terminates employment but remains a consultant of the Company or any Affiliate; provided that this paragraph shall not be effective if its existence or its application would result in imposition of taxes under Section 409A of the Code.
(h) No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such shares have been issued or delivered to that person.
(i) Government and Other Regulations.
(i) The obligation of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required.
Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the SEC or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for shares of Common Stock or other securities of the Company or any of its Affiliates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the SEC, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.
(ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.
(j) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(k) Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or other awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.
(l) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any of its Affiliates, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.
(m) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.
(n) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
(o) Governing Law. All questions concerning the construction, interpretation and validity of the Plan and the instruments evidencing the Awards granted hereunder shall be governed by and construed and enforced in accordance with the domestic laws of the Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
(p) Severability. If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
(q) Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.
(r) Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
(s) Other Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of shares of Common Stock under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine in its sole and absolute discretion.
(t) Payments. Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive shares of Common Stock under any Award made under the Plan.
(u) Non-Qualified Deferred Compensation. To the extent applicable and notwithstanding any other provision of this Plan, this Plan and Awards hereunder shall be administered, operated and interpreted in accordance with Section 409A of the Code. Further, if any Award is subject to Section 409A of the Code, (a) references under the Plan or the applicable Award Agreement to the Participant’s Termination of Relationship shall be deemed to refer to the date upon which the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code and (b) any installment of Shares or cash due under any such Award shall constitute a “separate payment” within the meaning of Section 409A of the Code. In addition, if at the time of the Participant’s separation from service with the Company, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable under any Award as a result of such separation from service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s separation
from service with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a Termination of Relationship. In addition, and notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code prior to the payment and/or delivery to such Participant of such amount, the Company may (i) adopt such amendments to the Plan and related Award Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (ii) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code. No action shall be taken under this Plan which shall cause an Award to fail to comply with Section 409A of the Code, to the extent applicable to such Award. However, in no event shall any member of the Board, the Company or any of its Affiliates (including their respective employees, officers, directors or agents) have any liability to any Participant (or any other person) with respect to this Section 15(v).
(v) Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.
(w) No Liability with Respect to Any Corporate Action. Subject to Section 15(v), nothing contained in the Plan or in any Award Agreement will be construed to prevent the Company or any Affiliate of the Company from taking any corporate action which is deemed by the Company or by its Affiliates to be appropriate or in its best interest and no Participant or beneficiary of a Participant will have any claim against the Company or any affiliate as a result of any such corporate action.
(x) Affiliate Employees. In the case of a grant of an Award to an employee or consultant of any Affiliate of the Company, the Company may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer the shares of Common Stock to the employee or consultant in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled shall revert to the Company.
(y) Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to individuals who are eligible to participate in the plan who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.
(z) No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional shares, or whether such fractional shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
As adopted and approved by the Board of Directors of Aramark on December 10, 2020 and December 21, 2020 and the stockholders of Aramark on February 2, 2021 to be effective as of February 2, 2021.
ARAMARK
2021 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. The purpose of the Plan is to provide an opportunity for Eligible Employees to purchase Common Stock at a discount through voluntary Contributions and Cashless Participation Amounts, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such persons and the Company’s stockholders. The Company intends for offerings under the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code (each, a “Section 423 Offering”); provided, however, that the Committee may also authorize the grant of rights under offerings of the Plan that are not intended to comply with the requirements of Section 423 of the Code, pursuant to any rules, procedures, agreements, appendices, or sub-plans adopted by the Committee for such purpose (each, a “Non-423 Offering”).
2. Definitions.
(a) “Affiliate” means any entity, other than a Subsidiary, that directly or through one or more intermediaries is controlled by, or is under common control with, the Company. The Committee will have the authority to determine the time or times at which “Affiliate” status is determined within the foregoing definition.
(b) “Applicable Law” means the requirements relating to the administration of equity-based awards under state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any non-U.S. jurisdiction where rights are, or will be, granted under the Plan.
(c) “Board” means the Board of Directors of the Company.
(d) “Cashless Participation Agreement” means a cashless participation agreement in such form as may be adopted or amended by the Committee from time to time.
(e) “Cashless Participation Amount” means a loan provided by the Cashless Participation Provider to the Participant, pursuant to the Cashless Participation Agreement.
(f) “Cashless Participation Program” means the program described in Section 9.
(g) “Cashless Participation Program Documents” means the Cashless Participation Agreement, the Irrevocable Contract, and such other documents required for participation in the Cashless Participation Program.
(h) “Cashless Participation Provider” means the party identified in the Cashless Participation Agreement.
(i) “Change of Control” will have the meaning ascribed to such term in the Aramark Amended and Restated 2013 Stock Incentive Plan or any successor plan thereto, in each case, as amended or restated from time to time (the “Stock Incentive Plan”).
(j) “Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or U.S. Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
(k) “Committee” means the Compensation and Human Resources Committee of the Board or any subcommittee referred to in Section 4(e).
(l) “Common Stock” means the common stock, par value $0.01 per share, of the Company, as the same may be converted, changed, reclassified or exchanged.
(m) “Company” means Aramark, a Delaware corporation, or any successor to all or substantially all of the Company’s business that adopts the Plan.
(n) “Contributions” means the amount of Eligible Pay contributed by a Participant through payroll deductions or other payments that the Committee may permit a Participant to make to fund the exercise of rights to purchase Shares granted pursuant to the Plan.
(o) “Designated Company” means any Parent, Subsidiary or Affiliate, whether now existing or existing in the future, that has been designated by the Committee from time to time in its sole discretion as eligible to participate in the Plan. The Committee may designate any Parent, Subsidiary or Affiliate as a Designated Company in a Non-423 Offering. For purposes of a Section 423 Offering, only the Company and any Parent or Subsidiary may be Designated Companies; provided, however, that at any given time, a Parent or Subsidiary that is a Designated Company under a Section 423 Offering will not be a Designated Company under a Non-423 Offering.
(p) “Effective Date” means February 2, 2021, subject to stockholder approval as provided in Section 19 hereof.
(q) “Eligible Employee” means an employee of the Company or a Designated Company. For purposes of the Plan, the existence of an employment relationship will be determined in accordance with U.S. Treasury Regulation Section 1.421-1(h). The Committee will have exclusive discretion to determine whether an individual is an Eligible Employee for purposes of the Plan.
(r) “Eligible Pay” means an Eligible Employee’s base salary or wages, overtime, commissions, shift differentials, pay allowances and paid time off for holidays, vacation and sick leave (all as determined before any applicable deductions from pay are made), but excluding bonuses, deferred compensation, and fringe or welfare benefits. The Committee, in its discretion, may establish a different definition of Eligible Pay for a subsequent Offering Period, which for Section 423 Offerings shall apply on a uniform and nondiscriminatory basis. Further, the Committee will have discretion to determine the application of this definition to Eligible Employees outside the United States.
(s) “Enrollment Period” means the period during which an Eligible Employee may elect to participate in the Plan, with such period occurring before the first day of each Offering Period, as prescribed by the Committee.
(t) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, from time to time, or any successor law thereto, and the regulations promulgated thereunder.
(u) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on one or more established U.S. national or regional securities exchanges, its Fair Market Value shall be the closing sale price for such Common Stock (or if no closing sale price is reported, the closing price on the last preceding date on which such prices of the Common Stock are so reported) on such date as reported in composite transactions for the principal exchange on which the Common Stock is listed (as determined by the Committee); (ii) if the Common Stock is not listed on a U.S. national or regional securities exchange but is traded over the counter at the time determination of its Fair Market Value is required to be made, its Fair Market Value shall be equal to the average between the high and low sales prices of the Common Stock on the most recent date on which the Common Stock was traded, as reported by Pink OTC Markets Inc. or a similar organization (as selected by the Committee); or (iii) if the Common Stock is not so traded, the Fair Market Value thereof shall be determined by the Committee in good faith.
(v) “Irrevocable Contract” means an irrevocable enforceable contract in such form as may be adopted or amended by the Committee from time to time.
(w) “Offering” means a Section 423 Offering or a Non-423 Offering of a right to purchase Shares under the Plan during an Offering Period as further described in Section 6. Unless otherwise determined by the Committee, each Offering in which Eligible Employees of one or more Designated Companies may participate will be deemed a separate offering for purposes of Section 423 of the Code, even if the dates of the applicable Offering Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering. With respect to Section 423 Offerings, the terms of separate Offerings need not be identical provided that all Eligible Employees granted purchase rights in a particular Offering will have the same rights and privileges, except as otherwise may be permitted by Section 423 of the Code; a Non-423 Offering need not satisfy such requirements.
(x) “Offering Period” means the periods established in accordance with Section 6 during which rights to purchase Shares may be granted pursuant to the Plan and Shares may be purchased on one or more Purchase Dates. The duration and timing of Offering Periods may be changed pursuant to Sections 6 and 18.
(y) “Parent” means a “parent corporation” of the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code.
(z) “Participant” means an Eligible Employee who elects to participate in the Plan.
(aa) “Plan” means this Aramark 2021 Employee Stock Purchase Plan, as may be amended from time to time.
(bb) “Purchase Date” means the last Trading Day of each Purchase Period (or such other Trading Day as the Committee may determine).
(cc) “Purchase Period” means a period of time within an Offering Period, as may be specified by the Committee in accordance with Section 6, generally beginning on the first Trading Day of each Offering Period and ending on a Purchase Date. An Offering Period may consist of one or more Purchase Periods.
(dd) “Purchase Price” means the purchase price at which Shares may be acquired on a Purchase Date and which will be set by the Committee; provided, however, that the Purchase Price for a Section 423 Offering will not be less than eighty-five percent (85%) of the lesser of (i) the Fair Market Value of the Shares on the first Trading Day of the Offering Period or (ii) the Fair Market Value of the Shares on the Purchase Date. Unless otherwise determined by the Committee prior to the commencement of an Offering Period, the Purchase Price will be eighty-five percent (85%) of the lesser of (a) the Fair Market Value of the Shares on the first Trading Day of the Offering Period or (b) the Fair Market Value of the Shares on the Purchase Date.
(ee) “Shares” means the shares of Common Stock.
(ff) “Subsidiary” means a “subsidiary corporation” of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code.
(gg) “Tax-Related Items” means any income tax, social insurance, payroll tax, payment on account or other tax-related items arising in relation to the Participant’s participation in the Plan.
(hh) “Trading Day” means a day on which the principal exchange that Shares are listed on is open for trading.
3. Number of Reserved Shares. Subject to adjustment pursuant to Section 17 hereof, 12,500,000 Shares may be sold pursuant to the Plan. Such Shares may be authorized but unissued Shares, treasury Shares or Shares purchased in the open market. For avoidance of doubt, up to the maximum number of Shares reserved under this Section 3 may be used to satisfy purchases of Shares under Section 423 Offerings and any remaining portion of such maximum number of Shares may be used to satisfy purchases of Shares under Non-423 Offerings.
4. Administration of the Plan.
(a) Committee as Administrator. The Plan will be administered by the Committee. Notwithstanding anything in the Plan to the contrary, subject to Applicable Law, any authority or responsibility that, under the terms of the Plan, may be exercised by the Committee may alternatively be exercised by the Board. Subject to Applicable Law, no member of the Board or Committee (or its delegates) will be liable for any good faith action or determination made in connection with the operation, administration or interpretation of the Plan. In the performance of its responsibilities with respect to the Plan, the Committee will be entitled to rely upon, and no member of the Committee will be liable for any action taken or not taken in reliance upon, information and/or advice furnished by the Company’s officers or employees, the Company’s accountants, the Company’s counsel and any other party that the Committee deems necessary.
(b) Powers of the Committee. The Committee will have full power and authority to: administer the Plan, including, without limitation, the authority to (i) construe, interpret, reconcile any inconsistency in, correct any default in and supply any omission in, and apply the terms of the Plan and any enrollment form or other instrument or agreement relating to the Plan, (ii) determine eligibility and adjudicate all disputed claims filed under the Plan, including whether Eligible Employees will participate in a Section 423 Offering or a Non-423 Offering and which Subsidiaries and Affiliates (or Parent, if applicable) will be Designated Companies participating in either a Section 423 Offering or a Non-423 Offering, (iii) determine the terms and conditions of any right to purchase Shares under the Plan, (iv) establish, amend, suspend or waive such rules and regulations and appoint such
agents as it deems appropriate for the proper administration of the Plan, (v) amend an outstanding right to purchase Shares, including any amendments to a right that may be necessary for purposes of effecting a transaction contemplated under Section 17 hereof (including, but not limited to, an amendment to the class or type of stock that may be issued pursuant to the exercise of a right or the Purchase Price applicable to a right), provided that the amended right otherwise conforms to the terms of the Plan, and (vi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan including, without limitation, the adoption of such any rules, procedures, agreements, appendices, or sub-plans (collectively, “Sub-Plans”) as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed outside the United States, as further set forth in Section 4(c) below.
(c) Non-U.S. Sub-Plans. Notwithstanding any provision to the contrary in this Plan, the Committee may adopt such Sub-Plans relating to the operation and administration of the Plan to accommodate local laws, customs and procedures for jurisdictions outside of the United States, the terms of which Sub-Plans may take precedence over other provisions of this Plan, with the exception of Section 3 hereof, but unless otherwise superseded by the terms of such Sub-Plan, the provisions of this Plan will govern the operation of such Sub-Plan. To the extent inconsistent with the requirements of Section 423 of the Code, any such Sub-Plan will be considered part of a Non-423 Offering, and purchase rights granted thereunder will not be required by the terms of the Plan to comply with Section 423 of the Code. Without limiting the generality of the foregoing, the Committee is authorized to adopt Sub-Plans for particular non-U.S. jurisdictions that modify the terms of the Plan to meet applicable local requirements, customs or procedures regarding, without limitation, (i) eligibility to participate, (ii) the definition of Eligible Pay, (iii) the dates and duration of Offering Periods or other periods during which Participants may make Contributions towards the purchase of Shares, (iv) the method of determining the Purchase Price and the discount from Fair Market Value at which Shares may be purchased, (v) any minimum or maximum amount of Contributions a Participant may make in an Offering Period or other specified period under the applicable Sub-Plan, (vi) the treatment of purchase rights upon a Change of Control or a change in capitalization of the Company, (vii) the handling of payroll deductions, (viii) establishment of bank, building society or trust accounts to hold Contributions, (ix) payment of interest, (x) conversion of local currency, (xi) obligations to pay payroll tax, (xii) determination of beneficiary designation requirements, (xiii) withholding procedures and (xiv) handling of Share issuances.
(d) Binding Authority. All determinations by the Committee in carrying out and administering the Plan and in construing and interpreting the Plan and any enrollment form or other instrument or agreement relating to the Plan will be made in the Committee’s sole discretion and will be final, binding and conclusive for all purposes and upon all interested persons.
(e) Delegation of Authority. To the extent not prohibited by Applicable Law, the Committee may, from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees of the Committee, one or more officers of the Company or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. For purposes of the Plan, reference to the Committee will be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to this Section 4(e).
5. Eligible Employees.
(a) General. Any individual who is an Eligible Employee as of the commencement of an Offering Period will be eligible to participate in the Plan, subject to the requirements of Section 7.
(b) Non-U.S. Employees. An Eligible Employee who works for a Designated Company and is a citizen or resident of a jurisdiction other than the United States (without regard to whether such individual also is a citizen or resident of the United States or is a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employee is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or a Section 423 Offering to violate Section 423 of the Code. In the case of a Non-423 Offering, an Eligible Employee (or group of Eligible Employees) may be excluded from participation in the Plan or an Offering if the Committee has determined, in its sole discretion, that participation of such Eligible Employee(s) is not advisable or practicable for any reason.
(c) Code Section 423 Limitations. Notwithstanding any provisions of the Plan to the contrary, no Eligible Employee will be granted a right to purchase Shares:
(i) if, immediately after the grant, such Eligible Employee would own capital stock of the Company and/or hold outstanding options to purchase capital stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary. For these purposes, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such Eligible Employee; or
(ii) under a Section 423 Offering that permits such Eligible Employee rights to purchase capital stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company and any Parent and Subsidiaries to accrue at a rate that exceeds Twenty-Five Thousand Dollars (US$25,000) worth of such stock (determined at the Fair Market Value of the shares of such stock at the time such right is granted) for each calendar year in which such purchase right is outstanding.
(d) Other Limitations on Eligibility. The Committee, in its discretion, from time to time may, prior to an Enrollment Period for all purchase rights to be granted in an Offering, determine (on a uniform and nondiscriminatory basis for Section 423 Offerings) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Committee in its discretion), (ii) customarily works twenty (20) hours or less per week, (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Committee in its discretion), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or who is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied with respect to each Section 423 Offering in an identical manner to all highly compensated individuals of the Designated Company whose employees are participating in that Offering, or (vi) is an employee who is a member of a labor organization that has chosen, on behalf of such labor organization’s members, not to participate in the Plan or any Offering. Unless and until the Committee determines otherwise in its discretion in accordance with this Section 5(d), any Eligible Employee who has completed three months’ employment and is actively employed by a Designated Company on the first day of an Enrollment Period and who customarily works more than twenty (20) hours per week shall be granted purchase rights in each Offering, unless such Eligible Employee is a member of a labor organization that has chosen, on behalf of such labor organization’s members, not to participate in the Plan or any Offering.
6. Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day of the relevant Offering Period and terminating on the last Trading Day of the relevant Offering Period. Unless and until the Committee determines otherwise in its discretion, each Offering Period will consist of a three (3)-month Purchase Period, which will run simultaneously with the Offering Period. Subject to stockholder approval as provided in Section 19 hereof prior to the commencement of the first Offering Period, the first Offering Period will start and end on dates determined by the Committee. Unless otherwise provided by the Committee, subsequent Offering Periods will begin immediately following the last day (or the first Trading Day thereafter) of the prior Offering Period and end on the date that is three (3) months thereafter (or the first Trading Day prior to such date). The Committee has authority to establish additional or alternative sequential or overlapping Offering Periods, a different number of Purchase Periods within an Offering Period, a different duration for one or more Offering Periods or Purchase Periods or different commencement or ending dates for such Offering Periods with respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter, provided, however, that no Offering Period may have a duration exceeding twenty-seven (27) months. To the extent that the Committee establishes additional or overlapping Offering Periods, the Committee will have discretion to structure an Offering Period so that if the Fair Market Value of a share of Common Stock on the first Trading Day of the Offering Period in which a Participant is currently enrolled is higher than the Fair Market Value of a share of Common Stock on the first Trading Day of any subsequent Offering Period, the Company will automatically enroll such Participant in the subsequent Offering Period and will terminate his or her participation in such original Offering Period.
7. Election to Participate and Payroll Deductions. An Eligible Employee may elect to participate in an Offering Period under the Plan during any Enrollment Period. Any such election will be made by completing the online enrollment
process through the Company’s designated Plan broker or by completing and submitting an enrollment form to the Committee during such Enrollment Period, authorizing Contributions in whole percentages from one percent (1%)to ten percent (10%) of the Eligible Employee’s Eligible Pay for the Purchase Period within the Offering Period to which the deduction applies and, if the Participant elects to participate in the Cashless Participation Program, agreeing to the terms of the Cashless Participation Documents. A Participant may elect to increase or decrease the rate of such Contributions during any subsequent Enrollment Period by submitting the appropriate form online through the Company’s designated Plan broker or submitting the appropriate form to the Committee, provided that no change in Contributions will be permitted to the extent that such change would result in total Contributions exceeding ten percent (10%) of the Eligible Employee’s Eligible Pay, or such other maximum amount as may be determined by the Committee. During a Purchase Period, a Participant may not change his or her rate of Contributions, except that the Participant may withdraw from an Offering Period and the Plan in accordance with Section 15 hereof. Once an Eligible Employee elects to participate in an Offering Period, then such Participant will automatically participate in the Offering Period commencing immediately following the last day of such prior Offering Period at the same contribution level as was in effect in the prior Offering Period unless the Participant elects to increase or decrease the rate of Contributions or withdraws from the Plan as described above in this Section 7 or in Section 15 hereof, as applicable. A Participant that is automatically enrolled in a subsequent Offering Period pursuant to this Section 7 is not required to file any additional documentation in order to continue participation in the Plan. The Committee has the authority to change the foregoing rules set forth in this Section 7 regarding participation in the Plan.
8. Contributions. The Company will establish an account in the form of a bookkeeping entry for each Participant for the purpose of tracking Contributions made by each Participant during the Offering Period, and will credit all Contributions made by each Participant to such account. The Company will not be obligated to segregate the Contributions from the general funds of the Company or any Designated Company nor will any interest be paid on such Contributions, unless otherwise determined by the Committee or required by Applicable Law. All Contributions and proceeds from Cashless Participation Amounts received by the Company for Shares sold by the Company on any Purchase Date pursuant to this Plan may be used for any corporate purpose.
9. Cashless Participation Program. An Eligible Employee may become a participant in the Cashless Participation Program by completing and submitting to the Company, its appointed plan administrator or Cashless Participation Provider, the Cashless Participation Program Documents, which shall contain terms and conditions of the Eligible Employee’s participation in the Cashless Participation Program, including, without limitation, the level of participation, sale price, loan terms, interest and repayment provisions. The aggregate outstanding principal amount of any loan to a Participant under the Cashless Participation Program will be equal to the difference between the Participant’s selected payroll Contribution rate pursuant to Section 7 and the maximum allowable under the Plan for such Offering Period pursuant to Section 5. Participation in the Cashless Participation Program is available to all Eligible Employees other than employees subject to the disclosure requirements of Section 16(a) of the Exchange Act, unless prohibited by Applicable Law. A Participant must contribute a minimum of one percent (1%) of Eligible Pay (or such higher amount as the Committee may specify) to be able to participate in the Cashless Participation Program (the “Minimum Amount for Lending”).
10. Limitation on Number of Shares That an Employee May Purchase. Subject to the limitations set forth in Section 5(c), each Participant will have the right to purchase as many whole Shares as may be purchased with the Contributions credited to his or her account (and the proceeds of any Cashless Participation Amount, if the Participant has agreed to participate in the Cashless Participation Program) as of the last day of the Offering Period (or such other date as the Committee may determine) at the Purchase Price applicable to such Offering Period; provided, however, that a Participant may not purchase in excess of 1,500 Shares under the Plan per Offering Period or such other maximum number of Shares as may be established for an Offering Period by the Committee (in each case subject to adjustment pursuant to Section 17 hereof). Any amount remaining in a Participant’s account that was not applied to the purchase of Shares on a Purchase Date because it was not sufficient to purchase a whole Share will be carried forward for the purchase of Shares on the next following Purchase Date. However, any amounts not applied to the purchase of Shares during an Offering Period for any reason other than as described in the foregoing sentence shall be promptly refunded following such Purchase Date and will not be carried forward to any subsequent Offering Period.
11. Taxes. At the time a Participant’s purchase right is exercised, in whole or in part, or at the time a Participant disposes of some or all of the Shares acquired under the Plan, the Participant will make adequate provision for any
Tax-Related Items. In their sole discretion, and except as otherwise determined by the Committee, the Company or the Designated Company that employs the Participant may satisfy their obligations to withhold Tax-Related Items by (a) withholding from the Participant’s wages or other compensation, (b) withholding a sufficient whole number of Shares otherwise issuable following purchase (and after the delivery to Cashless Participation Provider of any Shares required for repayment by the Participant of any Cashless Participation Amount) having an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Shares, or (c) withholding from proceeds from the sale of Shares issued upon purchase, either through a voluntary sale or a mandatory sale arranged by the Company.
12. Brokerage Accounts or Plan Share Accounts. By enrolling in the Plan, each Participant will be deemed to have authorized the establishment of a brokerage account on his or her behalf at a securities brokerage firm selected by the Committee. Alternatively, the Committee may provide for Plan share accounts for each Participant to be established by the Company or by an outside entity selected by the Committee which is not a brokerage firm. Shares purchased by a Participant pursuant to the Plan will be held in the Participant’s brokerage or Plan share account. The Company may require that Shares (excluding Shares required to be delivered to Cashless Participation Provider for repayment by the Participant of any Cashless Participation Amount) be retained in such brokerage or Plan share account for a designated period of time, and/or may establish procedures to permit tracking of dispositions of Shares.
13. Rights as a Stockholder. A Participant will have no rights as a stockholder with respect to Shares subject to any rights granted under this Plan or any Shares deliverable under this Plan unless and until recorded in the books of the brokerage firm selected by the Committee or, as applicable, the Company, its transfer agent, stock plan Committee or such other outside entity which is not a brokerage firm.
14. Rights Not Transferable. Rights granted under this Plan are not transferable by a Participant other than by will or the laws of descent and distribution, and are exercisable during a Participant’s lifetime only by the Participant. For the avoidance of doubt, participation in the Cashless Participation Program, including without limitation, the delivery to the Cashless Participation Provider of any Shares required for the repayment by the Participant of any Cashless Participation Amount, will not be deemed to violate this Section 14.
15. Withdrawals. A Participant may withdraw from an Offering Period by submitting the appropriate form online through the Company’s designated Plan broker or to the Committee. A notice of withdrawal must be received no later than the last day of the month immediately preceding the month of the Purchase Date or by such other deadline as may be prescribed by the Committee. Upon receipt of such notice, automatic deductions of Contributions on behalf of the Participant will be discontinued commencing with the payroll period immediately following the effective date of the notice of withdrawal, and such Participant will not be eligible to participate in the Plan until the next Enrollment Period. Unless otherwise determined by the Committee, amounts credited to the contribution account of any Participant who withdraws prior to the date set forth in this Section 15 will be refunded, without interest, as soon as practicable.
16. Termination of Employment.
(a) General. Upon a Participant ceasing to be an Eligible Employee for any reason prior to a Purchase Date, Contributions for such Participant will be discontinued and any amounts then credited to the Participant’s contribution account will be refunded, without interest, as soon as practicable, except as otherwise determined by the Committee.
(b) Leave of Absence. Subject to the discretion of the Committee, if a Participant is granted a paid leave of absence, payroll deductions on behalf of the Participant will continue and any amounts credited to the Participant’s contribution account may be used to purchase Shares as provided under the Plan. If a Participant is granted an unpaid leave of absence, payroll deductions on behalf of the Participant will be discontinued and no other Contributions will be permitted (unless otherwise determined by the Committee or required by Applicable Law), but any amounts then credited to the Participant’s contribution account may be used to purchase Shares on the next applicable Purchase Date. Where the period of leave exceeds three (3) months and the Participant’s right to reemployment is not guaranteed by statute or by contract, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the commencement of such leave.
(c) Transfer of Employment. Unless otherwise determined by the Committee, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company or a Designated Company will not be treated as having terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant transfers from a Section 423 Offering to a Non-423 Offering, the exercise of the Participant’s purchase right will be qualified under the Section 423 Offering only to the extent that such exercise complies with Section 423 of the Code. If a Participant transfers from a Non-423 Offering to a Section 423 Offering, the exercise of the Participant’s purchase right will remain non-qualified under the Non-423 Offering.
17. Adjustment Provisions.
(a) Changes in Capitalization. In the event of any change affecting the number, class, value, or terms of the Shares resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or exchange of Shares, merger, consolidation, rights offering, separation, reorganization or liquidation or any other change in the corporate structure or Shares, including any extraordinary dividend or extraordinary distribution (but excluding any regular cash dividend), then the Committee, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number of Shares and class of Common Stock that may be delivered under the Plan (including the numerical limits of Sections 3 and 10), the Purchase Price per Share and the number of Shares covered by each right under the Plan that has not yet been exercised. For the avoidance of doubt, the Committee may not delegate its authority to make adjustments pursuant to this Section. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, will affect, and no adjustment by reason thereof will be made with respect to, the number or price of Shares subject to a purchase right.
(b) Change of Control. In the event of a Change of Control, each outstanding right to purchase Shares will be equitably adjusted and assumed or an equivalent right to purchase shares of stock substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that (i) the successor corporation in a Change of Control refuses to assume or substitute for the purchase right, (ii) the successor corporation is not a publicly traded corporation or (iii) any Participant is participating in the Cashless Participation Program, the Offering Period then in progress will be shortened by the Committee which shall set a new Purchase Date that is on or prior to the closing of the Change of Control (the “New Purchase Date”) and the Offering Period will end on the New Purchase Date; provided that in the event that neither item (i) nor item (ii) of this Section 17(b) occurs, the Committee may declare the New Purchase Date applicable only with respect to Participants participating in the Cashless Participation Program, to enable such Participants to satisfy their obligations under their respective Cashless Participation Documents, to the extent such declaration would not cause the disqualification of any Section 423 Offering. The Committee will notify each Participant in writing, at least ten (10) Trading Days prior to the New Purchase Date, that the Purchase Date for the Participant’s purchase right has been changed to the New Purchase Date and that Shares will be purchased automatically for the Participant on the New Purchase Date, unless prior to such date the Participant has withdrawn from the Offering Period, as provided in Section 15 hereof.
18. Amendments and Termination of the Plan. The Board or the Committee may amend the Plan at any time, provided that, if stockholder approval is required pursuant to Applicable Law, then no such amendment will be effective unless approved by the Company’s stockholders within such time period as may be required; and provided further that any Cashless Participation Program Document may only be amended in accordance with its terms. The Board may suspend the Plan or discontinue the Plan at any time, including shortening an Offering Period in connection with a Change of Control, sale, merger, spin-off, split up, or other similar corporate transaction or event. Upon termination of the Plan, all Contributions will cease and all amounts then credited to a Participant’s account will be equitably applied to the purchase of whole Shares then available for sale, and any remaining amounts will be promptly refunded, without interest, to Participants. For the avoidance of doubt, the Board or Committee, as applicable herein, may not delegate its authority to make amendments to or suspend the operations of the Plan pursuant to this Section.
19. Stockholder Approval; Effective Date. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. The Plan will become effective on the
Effective Date, subject to approval of the stockholders of the Company as contemplated in the foregoing sentence. For the avoidance of doubt, the Board may not delegate its authority to approve the Plan pursuant to this Section.
20. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Companywill not be required to deliver any Shares issuable upon exercise of a right under the Plan prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of any governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Committee will, in its absolute discretion, deem necessary or advisable. The Companyis under no obligation to register or qualify the Shares with any state or foreign securities commission, or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. If, pursuant to this Section 20, the Committee determines that the Shares will not be issued to any Participant, any Contributions credited to such Participant’s account will be promptly refunded, without interest, to the Participant, without any liability to the Company or any of its Subsidiaries or Affiliates (or any Parent, if applicable).
21. Code Section 409A; Tax Qualification.
(a) Code Section 409A. Rights to purchase Shares granted under a Section 423 Offering are exempt from the application of Section 409A of the Code and rights to purchase Shares granted under a Non-423 Offering are intended to be exempt from Section 409A of the Code pursuant to the “short-term deferral” exemption contained therein. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that a right granted under the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause a right under the Plan to be subject to Section 409A of the Code, the Committee may amend the terms of the Plan and/or of an outstanding right granted under the Plan, or take such other action the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding right or future right that may be granted under the Plan from or to allow any such rights to comply with Section 409A of the Code, but only to the extent any such amendments or action by the Committee would not violate Section 409A of the Code. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the right to purchase Shares under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto. The Company makes no representation that the right to purchase Shares under the Plan is compliant with Section 409A of the Code.
(b) Tax Qualification. Although the Company may endeavor to (i) qualify a right to purchase Shares for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 21(a) hereof. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.
22. No Employment Rights. Participation in the Plan will not be construed as giving any Participant the right to be retained as an employee of the Company, its Subsidiary, or one of its Affiliates or Parent, as applicable. Furthermore, the Company, a Subsidiary, or an Affiliate (or Parent, if applicable) may dismiss any Participant from employment at any time, free from any liability or any claim under the Plan.
23. Governing Law. Except to the extent that provisions of this Plan are governed by applicable provisions of the Code or any other substantive provision of U.S. federal law, this Plan will be governed by and construed in accordance with the internal laws of Delaware without giving effect to the conflict of laws principles thereof.
24. Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of the Plan.
25. Expenses. Unless otherwise set forth in the Plan or determined by the Committee, all expenses of administering the Plan, including expenses incurred in connection with the purchase of Shares for sale to Participants, will be borne by the Company and its Subsidiaries or Affiliates (or any Parent, if applicable).
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| Annex-3 |
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Fiscal Year Ended 9/29/2023 | ||||||||||||
| $ | 766,429 | ||||||||||
Net purchases of property and equipment and other | (432,166) | |||||||||||
Free Cash Flow | $ |
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| 334,263 |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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Annex-4 |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Twelve Months Ended 9/29/23 | Twelve Months Ended 9/30/22 | |||||||
Net Income Attributable to Aramark Stockholders (as reported) | $ | 674,108 | $ | 194,484 | ||||
Interest and Other Financing Costs, net | 439,585 | 372,727 | ||||||
Provision for Income Taxes | 177,614 | 61,461 | ||||||
Depreciation and Amortization | 546,362 | 532,327 | ||||||
Share-based compensation expense(1) | 86,938 | 95,487 | ||||||
Unusual or non-recurring (gains) and losses(2) | (422,596) | — | ||||||
Pro forma EBITDA for certain transactions(3) | 4,033 | 11,750 | ||||||
Other(4)(5) | 100,681 | 53,466 | ||||||
Covenant Adjusted EBITDA | $ | 1,606,725 | $ | 1,321,702 | ||||
Net Debt to Covenant Adjusted EBITDA | ||||||||
Total Long-Term Borrowings(6) | $ | 6,763,514 | $ | 7,410,907 | ||||
Less: Cash and cash equivalents and short-term marketable securities(6)(7) | 573,853 | 407,656 | ||||||
Net Debt | $ | 6,189,661 | $ | 7,003,251 | ||||
Covenant Adjusted EBITDA | $ | 1,606,725 | $ | 1,321,702 | ||||
Net Debt/Covenant Adjusted EBITDA | 3.9 | 5.3 |
(1) Represents share-based compensation expense resulting from the application of accounting for stock options, restricted stock units, performance stock units, deferred stock unit awards and employee stock purchases. | |||||||||||||||||||||||||||||||||||||
(2) The twelve months ended September 29, 2023 represents the fiscal 2023 gain from the sale of the Company's equity method investment in AIM Services, Co., Ltd. ($377.1 million), the fiscal 2023 gain from the sale of the Company's equity investment in a foreign company ($51.8 million), the fiscal 2023 non-cash charge for the impairment of certain assets related to a business that was sold ($5.2 million) and the fiscal 2023 loss from the sale of a portion of the Company's equity investment in the San Antonio Spurs NBA franchise ($1.1 million). | |||||||||||||||||||||||||||||||||||||
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(4) "Other" for the twelve months ended September 29, 2023 includes the reversal of contingent consideration liabilities related to acquisition earn outs, net of expense ($85.7 million), charges related to the Company's spin-off of the | Uniform segment ($51.1 million), adjustments to remove the impact attributable to the adoption of certain accounting standards that are made to the calculation in accordance with the Credit Agreement and indentures ($47.5 million), net severance charges ($37.5 million), non-cash charges for the impairment of operating lease right-of-use assets and property and equipment related to certain real estate properties ($29.3 million), income related to non-United States governmental wage subsidies ($12.5 million), the impact of hyperinflation in Argentina ($10.4 million), non-cash charges related to information technology assets ($8.2 million), the gain from the sale of land ($6.8 million), net multiemployer pension plan withdrawal charges ($5.9 million), labor charges and other expenses associated with closed or partially closed locations from adverse weather ($5.4 million), legal settlement charges ($2.7 million), non-cash charges for inventory write-downs ($2.6 million), the gain from the change in fair value related to certain gasoline and diesel agreements ($1.9 million) and other miscellaneous expenses. | ||||||||||||||||||||||||||||||||||||
(5) "Other" for the twelve months ended September 30, 2022 includes adjustments to remove the impact attributable to the adoption of certain accounting standards that are made to the calculation in accordance with the Credit Agreement and indentures ($34.8 million), non-cash charges for inventory write-downs to net realizable value and fixed asset write-offs related to personal protective equipment ($20.5 million), severance charges ($19.6 million), United States and non-United States governmental labor related tax credits resulting from the COVID-19 pandemic ($17.3 million), the reversal of contingent consideration liabilities related to acquisition earn outs, net of expense ($15.1 million), the favorable impact related to a client contract dispute ($9.6 million), charges related to the Company's spin-off of the Uniform segment ($9.3 million), favorable adjustments for the EBITDA impact attributable to equity investments that are permitted in the calculation in accordance with the Credit Agreement and indentures, primarily from the Company's previous ownership interest in AIM Services Co., Ltd. ($8.4 million), the gain from a funding agreement related to a legal matter ($6.5 million), the loss from the change in fair value related to certain gasoline and diesel agreements ($6.4 million), the gain from insurance proceeds received related to property damage from a tornado in Nashville ($4.0 million), the impact of hyperinflation in Argentina ($3.5 million), due diligence charges related to acquisitions ($2.5 million) and other miscellaneous expenses. | |||||||||||||||||||||||||||||||||||||
(6) "Total Long-Term Borrowings" and "Cash and cash equivalents and short term marketable securities" excludes both the outstanding liability and the related cash proceeds resulting from the $1.5 billion of new term loans borrowed by the Uniform Services business in anticipation of the spin-off which occurred on September 30, 2023. | |||||||||||||||||||||||||||||||||||||
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Fiscal 2023 | Fiscal 2022 | |||||||
Net Income Attributable to Aramark Stockholders (as reported) | $ | 674,108 | $ | 194,484 | ||||
Adjustment: | ||||||||
Amortization of Acquisition-Related Intangible Assets | 115,469 | 108,676 | ||||||
Severance and Other Charges | 37,485 | 19,606 | ||||||
Effect of Certain Acquisitions | (8,631) | — | ||||||
Spin-off Related Charges | 51,104 | 9,309 | ||||||
Gains, Losses and Settlements impacting comparability | (23,550) | 12,535 | ||||||
Gain on Sale of Equity Investments, net | (427,803) | — | ||||||
Loss on Defined Benefit Pension Plan Termination | — | 3,644 | ||||||
Effect of Debt Repayments and Refinancings on Interest and Other Financing Costs, net | 2,522 | — | ||||||
Effect of Tax Legislation on Provision for Income Taxes | — | (4,233) | ||||||
Tax Impact of Adjustments to Adjusted Net Income | 25,390 | (44,968) | ||||||
Adjusted Net Income | 446,094 | 299,053 | ||||||
Effect of Current Translation, net of Tax | 7,984 | — | ||||||
Adjusted Net Income (Constant Currency) | $ | 454,078 | $ | 299,053 | ||||
Earnings Per Share (as reported) | ||||||||
Net Income Attributable to Aramark Stockholders (as reported) | $ | 674,108 | $ | 194,484 | ||||
Diluted Weighted Average Shares Outstanding | 262,594 | 259,074 | ||||||
$ | 2.57 | $ | 0.75 | |||||
Earnings Per Share Growth (as reported) % | 243 | % | ||||||
Adjusted Earnings Per Share | ||||||||
Adjusted Net Income | $ | 446,094 | $ | 299,053 | ||||
Diluted Weighted Average Shares Outstanding | 262,594 | 259,074 | ||||||
$ | 1.70 | $ | 1.15 | |||||
Adjusted Earnings Per Share Growth % | 48 | % | ||||||
Adjusted Earnings Per Share (Constant Currency) | ||||||||
Adjusted Net Income (Constant Currency) | $ | 454,078 | $ | 299,053 | ||||
Diluted Weighted Average Shares Outstanding | 262,594 | 259,074 | ||||||
$ | 1.73 | $ | 1.15 | |||||
Adjusted Earnings Per Share Growth (Constant Currency) % | 50 | % |
Annex-6 |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be held on February 2, 2021:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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D28407-P46985
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