SEC Document


Table of Contents

 

EXECUTIVE COMPENSATION (CONTINUED)

 

 

The mix of compensation for our named executive officers is weighted toward at-risk pay (consisting of cash and equity compensation). Maintaining this pay mix is intended to result in a pay-for-performance orientation, which aligns to our

compensation philosophy of paying total direct compensation that is competitive with peer group levels based on relative company performance.

 

 

Elements of Our Named Executive Officer Compensation Program

 

 

  Compensation Component

   Key Characteristics    Purpose

Base Salary

       Fixed compensation, reviewed and adjusted annually if and when appropriate        Compensate named executive officers fairly for the responsibility level of the position held

Annual Cash Incentive Compensation

       Variable, performance-based compensation, awarded under the Incentive Compensation Plan        Motivate and reward named executive officers for achieving annual business objectives based on Company performance and individual achievements

Equity Compensation — Performance Earned Restricted Stock (PERS)

       Variable, performance-based compensation, awarded under the 2014 Omnibus Plan        Motivate and reward named executive officers for achieving long-term business objectives; the threshold and maximum number of and performance goals for the award of PERS for a given fiscal year are set in July of that year; PERS are single- year performance awards

Equity Compensation — Performance Contingent Restricted Stock (PCRS)

       Variable, performance-based compensation, awarded under the 2014 Omnibus Plan        Motivate and reward named executive officers for achieving long-term, multi-year business objectives

Equity Compensation — Stock Appreciation Rights (SARs)

       Variable, performance-based compensation, awarded under the 2014 Omnibus Plan        Motivate and reward named executive officers for achieving long-term business objectives by tying incentives to the performance of our Common Stock

Equity Compensation — Supplemental Executive Retirement Plan (SERP) Restricted Stock

       Fixed compensation awarded under the 2014 Omnibus Plan        Provides stock-based supplemental retirement benefits to officers and other key employees whose retirement plan benefits may be limited under applicable law

Health and Retirement Plans

       Fixed compensation        Intended to provide benefits that promote employee health and support employees in attaining financial security

Perks and other Personal Benefits

       Fixed compensation        Intended to provide a business-related benefit to the Company, and to assist in attracting and retaining executive officers

Post-Employment Compensation and Change in Control

       Fixed compensation        Intended to provide temporary income following a named executive officer’s involuntary termination of employment and, in the case of a change of control, to also provide continuity of management

 

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