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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arris International Plc - Ordinary Shares | NASDAQ:ARRS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.645 | 20.15 | 31.75 | 0 | 01:00:00 |
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Annex A — Directors’ Remuneration Report
|
| | |||||
Annex B — First Amendment to the ESPP
|
| |
| Time and Date: | | | 9:00 a.m., local time, on Wednesday, May 10, 2017 | |
| Place: | | | ARRIS International plc, Board Room, 101 Tournament Drive, Building Three, Horsham, PA 19044 | |
| Record Date: | | | March 30, 2017 | |
| Voting: | | | Each holder of ordinary shares is entitled to one vote per share. | |
| |
Proposal
|
| | |
Board Vote Recommendation
|
| |
| | Election of Eleven Directors | | | |
FOR (Each Nominee)
|
| |
| | Advisory Vote to Approve the U.K. Statutory Accounts and Reports | | | | FOR | | |
| |
Ratify Ernst & Young LLP as Independent Registered Public Accounting Firm
|
| | | FOR | | |
| | Re-appoint Ernst & Young LLP as U.K. Statutory Auditor | | | | FOR | | |
| | Authorize the U.K. Statutory Auditors’ Remuneration | | | | FOR | | |
| | Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay) | | | | FOR | | |
| | Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Executive Compensation | | | | FOR EVERY YEAR | | |
| | Binding Vote to Approve the Directors’ Remuneration Policy | | | | FOR | | |
| | Advisory Vote to Approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) | | | | FOR | | |
| | Vote to Approve the Amendment to the ESPP to Increase the Number of Available Shares | | | | FOR | | |
|
☑
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| | Annual Election of Directors | | |
☑
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| |
Annual Board and Committee Self-Evaluations
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☑
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| | Majority Voting for Directors | | |
☑
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| | Regular Shareholder Engagement | |
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☑
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| | 9 of 11 Directors are Independent | | |
☑
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| |
Annual Say on Pay Votes for Both Directors and Named Executive Officers
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☑
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| |
Appointment of Independent Lead Director
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| |
☑
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| | Anti-Pledging and Hedging Policies | |
|
☑
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| |
Regular Executive Sessions of Independent Directors
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| |
☑
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Share Ownership Requirements for Directors and Executive Officers
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☑
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Fully Independent Audit, Compensation and Nominating and Corporate Governance Committees Comprised of All Independent Directors
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☑
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| | Strong Board Oversight | |
| |
Name
|
| | |
Age
|
| | |
Director
Since |
| | |
Brief Biography
|
| | |
Independent
|
| | |
Committee Membership
|
| | ||||||||
|
AC
|
| | |
CC
|
| | |
GC
|
| | |||||||||||||||||||||
| |
Andrew M. Barron
|
| | |
52
|
| | |
2016
|
| | | Chairman, Com Hem Holding AB | | | |
X
|
| | | | | | | | | | |
X
|
| |
| | Alex B. Best | | | |
76
|
| | |
2003
|
| | | Former Executive Vice President, Cox Communications, Inc. | | | |
X
|
| | | | | | |
X
|
| | |
X
|
| |
| | J. Timothy Bryan | | | |
56
|
| | |
2015
|
| | | CEO, National Rural Telecommunications Cooperative | | | |
X
|
| | |
X
|
| | | | | | | | | |
| | James A. Chiddix | | | |
71
|
| | |
2009
|
| | | Former Chairman and CEO, OpenTV Corporation | | | |
X
|
| | | | | | | | | | |
C
|
| |
| | Andrew T. Heller | | | |
61
|
| | |
2011
|
| | | Former Vice Chairman, Turner Broadcasting System, Inc. | | | |
X
|
| | |
X
|
| | |
X
|
| | | | | |
| | Dr. Jeong Kim | | | |
56
|
| | |
2014
|
| | | Former President, Bell Labs | | | |
X
|
| | | | | | |
X
|
| | |
X
|
| |
| | Bruce McClelland | | | |
50
|
| | |
2016
|
| | | Chief Executive Officer, ARRIS International plc | | | | | | | | | | | | | | | | | | |
| |
Robert J. Stanzione
|
| | |
69
|
| | |
1998
|
| | | Executive Chairman, ARRIS International plc | | | | | | | | | | | | | | | | | | |
| | Doreen A. Toben | | | |
67
|
| | |
2013
|
| | | Former Executive Vice President, Verizon Communications, Inc. | | | |
X
|
| | |
C
|
| | | | | | | | | |
| | Debora J. Wilson | | | |
59
|
| | |
2011
|
| | | Former President & CEO, The Weather Channel Inc. | | | |
X
|
| | | | | | |
C
|
| | | | | |
| | David A. Woodle | | | |
61
|
| | |
2007
|
| | | Chairman & CEO, Nano Horizons, Inc. | | | |
X
|
| | |
X
|
| | | | | | |
|
| |
| | AC Audit Committee | | | |
GC Nominating and Corporate Governance Committee
|
| | ||||||||||||||||||||||||
| | CC Compensation Committee | | | |
C Chair
|
| |
| |
Beneficial Owner(1)
|
| | |
Shares Beneficially
Owned(2) |
| | |
Percentage of class if
>1% |
| | ||||||
| | Andrew B. Barron | | | | | | — | | | | | | | — | | | |
| | Alex B. Best | | | | | | 78,900 | | | | | | | * | | | |
| | Tim Bryan | | | | | | 4,500 | | | | | | | * | | | |
| | James A. Chiddix | | | | | | 42,800 | | | | | | | * | | | |
| | Ron Coppock | | | | | | 43,922 | | | | | | | * | | | |
| | Andrew T. Heller | | | | | | 20,900 | | | | | | | * | | | |
| | Jeong H. Kim | | | | | | 14,200 | | | | | | | * | | | |
| | Bruce McClelland | | | | | | 204,938 | | | | | | | * | | | |
| | Tim O’Loughlin | | | | | | 1,527 | | | | | | | * | | | |
| | David B. Potts | | | | | | 98,919 | | | | | | | * | | | |
| | Lawrence Robinson | | | | | | 80,090 | | | | | | | * | | | |
| | Robert J. Stanzione | | | | | | 907,171 | | | | | | | * | | | |
| | Doreen A. Toben | | | | | | 9,400 | | | | | | | * | | | |
| | Debora J. Wilson | | | | | | 45,600 | | | | | | | * | | | |
| | David A. Woodle | | | | | | 67,751 | | | | | | | * | | | |
| | All directors, nominees and executive officers as a group including the above named persons (21 persons) | | | | | | 1,726,166 | | | | | | | * | | | |
| |
Beneficial Owner
|
| | |
Amount and Nature of
Beneficial Ownership |
| | |
Percent
of Class |
| | ||||||
| | The Vanguard Group, Inc.(1) | | | | | | 14,777,616 | | | | | | | 7.77 % | | | |
| | BlackRock, Inc.(2) | | | | | | 13,423,671 | | | | | | | 7.06 % | | | |
| | Alphabet, Inc.(3) | | | | | | 9,703,500 | | | | | | | 5.10 % | | | |
| |
Plan Category
|
| | |
Number of Securities to
be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) |
| | |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights |
| | |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in 1st Column)(2) |
| | |||||||||
| | Equity compensation plans approved by security holders | | | | | | 8,297,209 | | | | | | | — | | | | | | | 23,878,061 | | | |
| |
Equity compensation plans not approved by
security holders |
| | | | | — | | | | | | | — | | | | | | | — | | | |
| | Total | | | | | | 8,297,209 | | | | | | | — | | | | | | | 23,878,061 | | | |
| | Name: | | | Andrew M. Barron | | |
| | Age: | | | 52 | | |
| | Director since: | | | 2016 | | |
| | ARRIS Board Committees: | | | Nominating and Corporate Governance Committee | | |
| |
Principal occupation and recent business experience:
|
| |
Since 2014, Mr. Barron has served as Chairman of Com Hem Holding AB, a communications company providing TV, telephony and high-speed Internet access to homes and businesses in Sweden. Mr. Barron also served as Chairman of Primacom, a German cable company, in 2015, helping lead its sale to Tele Columbus. Mr. Barron joined Virgin Media, an entertainment and communications business, in 2008 and served as Chief Operating Officer from 2010 until 2013. Prior to Virgin Media, Mr. Barron held executive positions with a number of cable and satellite companies throughout the world, including Modern Times Group MTG AB (where he served as Chief Operating Officer) and UPC (now Liberty Global — where he served as Managing Director — UPC Media), as well as The Walt Disney Company Europe, where he was an Executive Vice President. Since 2013 Mr. Barron also has served as a member of the Executive Board of Cable Europe, a trade association that connects leading broadband cable TV operators and their national trade associations throughout the European Union.
|
| |
| | Other directorships: | | | Com Hem Holding AB. | | |
| | Director skills and qualifications: | | |
Mr. Barron brings significant experience with respect to both the cable and satellite industries that are served by the Company. Much of Mr. Barron’s experience is outside of the United States, providing the Board with an international perspective that is valuable as the Company continues to grow internationally.
|
| |
| | Name: | | | Alex B. Best | | |
| | Age: | | | 76 | | |
| | Director since: | | | 2003 | | |
| | ARRIS Board Committees: | | |
Compensation Committee and Nominating and Corporate Governance Committee
|
| |
| |
Principal occupation and recent business experience:
|
| |
Prior to his retirement in 2000, Mr. Best was the Executive Vice President of Cox Communications, Inc. From 1986 through 1999, he served as the Vice President of Engineering of Cox. Since 2000, Mr. Best has continued to consult for Cox on a part-time basis. From 1966 through 1986, Mr. Best worked for Scientific-Atlanta and was involved in nearly every aspect of its cable television product development and business applications. Mr. Best served as Chairman of the National Cable Television Association’s Engineering Advisory Committee from 1995 until 2000.
|
| |
| | Other directorships: | | | Deep Fiber Solutions. | | |
| | Director skills and qualifications: | | |
Mr. Best brings to the Board industry-specific engineering and technology experience derived from an extensive engineering and executive career, both on the behalf of major equipment suppliers (Scientific Atlanta, now part of Cisco Incorporated) and a major system operator (Cox Communications, Inc.). Mr. Best is a member of the Cable Center’s Cable Hall of Fame.
|
| |
| | Name: | | | J. Timothy Bryan | | |
| | Age: | | | 56 | | |
| | Director since: | | | 2015 | | |
| | ARRIS Board Committees: | | |
Audit Committee (Audit Committee Financial Expert)
|
| |
| |
Principal occupation and recent business experience:
|
| |
Since 2011, Mr. Bryan has served as the Chief Executive Officer of the National Rural Telecommunications Cooperative (NRTC), an organization focused on providing commercial technology solutions to the nation’s rural electric and telephone cooperatives and companies. Prior to NRTC, Mr. Bryan served as an outside advisor to IMAX Corporation, an entertainment technology company (January 2011 – May 2011), DBSD (formerly ICO North America) (September 2010 – February 2011), NRTC (March 2010 – September 2010) and O3b Networks (April 2009 – November 2009). Mr. Bryan previously served, from September 2005 to February 2009, as the Chief Executive Officer of ICO Global Communications, a next-generation satellite and terrestrial wireless company, the domestic portion of which was subsequently sold to DISH Networks in 2011. Mr. Bryan resigned prior to ICO North America, a subsidiary of ICO, filing for bankruptcy protection in May 2009. Prior to ICO, Mr. Bryan served as the Chief Financial Officer of Eagle River Holdings and served on the Boards of Directors of Nextel Communications and Clearwire Communications. Mr. Bryan also served as the President of United Pan Europe Communications, now Liberty Global, which was the largest private cable/telecom provider in Europe, and as Chief Financial Officer of UnitedGlobalCom, also now part of Liberty Global. Mr. Bryan previously served as the Vice President/Finance and Treasurer of Jones Financial Group and Jones Intercable (now part of Comcast) and began his career in banking, including as the Vice President and Manager of the Communications Division at NationsBank Corporation (now Bank of America). In 2012 Mr. Bryan was appointed by the United States Secretary of Commerce to the Board of Directors of FirstNet, an independent authority charged with constructing and operating a nationwide wireless network for first responders, and served on the Board of FirstNet, including as the Chair of the Finance Committee.
|
| |
| | Other directorships: | | | — | | |
| | Director skills and qualifications: | | |
Mr. Bryan brings to the Board significant experience in the telecommunications, satellite and cable industries. This includes broad financial experience including prior service as CFO and treasurer, as well as prior service as audit committee chairperson for several public companies.
|
| |
| | Name: | | | James A. Chiddix | | |
| | Age: | | | 71 | | |
| | Director since: | | | 2009 | | |
| | ARRIS Board Committees: | | |
Nominating and Corporate Governance Committee (Chairperson)
|
| |
| |
Principal occupation and recent business experience:
|
| |
Mr. Chiddix has over 40 years of experience in the cable industry. Prior to his retirement in 2007, Mr. Chiddix was the Chairman and Chief Executive Officer of OpenTV Corporation. From 2007 to 2009, he served as the Vice-Chairman of the Board of OpenTV. Prior to 2004, his previous roles included President at MystroTV (a division of Time Warner), Chief Technology Officer and Senior Vice President, Engineering and Technology at Time Warner Cable, Senior Vice President, Engineering at Oceanic Cable, and General Manager at Waianae Cablevision.
|
| |
| | Other directorships: | | | SLIC Network Solutions and STARRY. | | |
| | Director skills and qualifications: | | |
Mr. Chiddix has spent a career of over 40 years in the cable industry, including senior roles at both major service providers and equipment suppliers. Mr. Chiddix brings rich industry-specific technology and product experience, including video experience, to the Board from both an operator and supplier point of view derived from having served as Chief Technology Officer of Time Warner Cable, currently the second largest Multiple System Operator in the United States, and as Chief Executive Officer of OpenTV, a middle-ware supplier to the cable industry.
|
| |
| | Name: | | | Andrew T. Heller (Lead Independent Director) | | |
| | Age: | | | 61 | | |
| | Director since: | | | 2011 | | |
| | ARRIS Board Committee: | | | Audit Committee and Compensation Committee | | |
| |
Principal occupation and recent business experience:
|
| |
Mr. Heller was a consultant for MacAndrews & Forbes Holdings Inc., a privately owned investment company, until 2014. Mr. Heller was Vice Chairman of Turner Broadcasting System, Inc. based in Atlanta, GA until his retirement in 2013. He also served until such time as senior adviser to TBS, Inc. Chairman and CEO Phil Kent on a host of business and corporate strategy-setting issues. Mr. Heller joined TBS in 1998. Most recently, he was president of domestic distribution, running the division responsible for the distribution of 10 domestic networks to the cable, satellite and telco industries, and was also responsible for Turner Private Networks. Previously, he was assistant general counsel of Time Warner Cable. Earlier, Mr. Heller served as associate counsel and senior counsel, litigation, for HBO.
|
| |
| | Other directorships: | | |
Mr. Heller was a member of the Board of Directors of Starz until its acquisition in December 2016. Prior to his retirement on April 1, 2013, he was Chair of CTAM (Cable and Telecommunication Association for Marketing) Educational Foundation Board and was a member of the CTAM and Cable Center boards of directors. He is a member of the Advisory Board of the S.I. Newhouse School of Public Communications.
|
| |
| | Director skills and qualifications: | | |
Mr. Heller brings to the board experience and leadership in the evolution of video services to devices everywhere, as well as extensive program content distribution experience.
|
| |
| | Name: | | | Dr. Jeong Kim | | |
| | Age: | | | 56 | | |
| | Director since: | | | 2014 | | |
| | ARRIS Board Committee: | | |
Compensation Committee and Nominating and Corporate Governance Committee
|
| |
| |
Principal occupation and recent business experience:
|
| |
Dr. Kim is Executive Chairman of Kiswe Mobile Inc., a company focused on development of interactive mobile applications for sports. Dr. Kim was formerly President of Bell Labs and Chief Strategy Officer of Alcatel-Lucent. He also served as Chief Operating Officer and later President of the Optical Networking Group of Lucent Technologies. Dr. Kim also served as Professor of Electrical and Computer Engineering at the University of Maryland. Dr. Kim was the founder and CEO of Yurie Systems, Inc., a global leader in data networking access technology, which he took public and ultimately sold to Lucent Technologies in 1998.
|
| |
| | Other directorships: | | | The Nuclear Threat Initiative. | | |
| | Director skills and qualifications: | | |
Dr. Kim provides the Board with significant experience and leadership in the telecommunications industry from a technology, engineering and strategy point of view.
|
| |
| | Name: | | | Bruce McClelland | | |
| | Age: | | | 50 | | |
| | Director since: | | | 2016 | | |
| |
Principal occupation and recent business experience:
|
| |
Mr. McClelland was appointed Chief Executive Officer of the Company in September 2016. Previously, Mr. McClelland served as President of ARRIS’ Network & Cloud and Global Services business. Mr. McClelland’s vision and strategy for the business was responsible for ARRIS’ broadband network leadership — a key driver of the Company’s global growth. Mr. McClelland’s prior roles at ARRIS also included ARRIS’ Group President, for Products and Services, and Vice President and General Manager, for ARRIS’ Customer Premises Equipment Unit. Mr. McClelland joined the Company as Vice President of Engineering, responsible for development of a broad range of voice and data cable TV products. Prior to ARRIS, Mr. McClelland was responsible for the development of Nortel’s Signaling System #7 and Signal Transfer Point product lines as well as several development roles within Nortel’s Class 4/5 DMS switching product line.
|
| |
| | Other directorships: | | | — | | |
| | Director skills and qualifications: | | |
As our Chief Executive Officer, Mr. McClelland provides valuable insight into our industry and company.
|
| |
| | Name: | | | Robert J. Stanzione | | |
| | Age: | | | 69 | | |
| | Director since: | | | 1998 | | |
| |
Principal occupation and recent business experience:
|
| |
Mr. Stanzione was appointed Executive Chairman in September 2016. He was formerly the Chief Executive Officer of the Company from 2000 through September 2016. From 1998 through 1999, Mr. Stanzione was President and Chief Operating Officer of the Company. Mr. Stanzione has been Chairman of the Board of Directors since 2003. From 1995 to 1997, he was President and Chief Executive Officer of Arris Interactive L.L.C. From 1969 to 1995, he held various positions with AT&T Corporation.
|
| |
| | Other directorships: | | |
National Cable & Telecommunications Association (NCTA).
|
| |
| | Director skills and qualifications: | | |
As our Executive Chairman and formerly as Chief Executive Officer from 2000 through 2016, Mr. Stanzione provides valuable insight into our industry and company.
|
| |
| | Name: | | | Doreen A. Toben | | |
| | Age: | | | 67 | | |
| | Director since: | | | 2013 | | |
| | ARRIS Board Committees: | | |
Audit Committee (Chairperson and Audit Committee Financial Expert)
|
| |
| |
Principal occupation and recent business experience:
|
| |
Prior to her retirement in 2009, Ms. Toben was the Executive Vice President of Verizon Communications, Inc. Ms. Toben also served as Verizon’s Chief Financial Officer and was responsible for its finance and strategic planning efforts. Ms. Toben began her career at AT&T Corp. and over the years held various positions of increasing responsibility primarily in treasury, strategic planning and finance both there and, beginning in 1984, at Bell Atlantic Inc. Her later positions at Bell Atlantic included Vice President and Chief Financial Officer, Bell Atlantic-New Jersey in 1993; Vice President, Finance and Controller in 1995; Vice President and Chief Financial Officer Telecom/Network in 1997; and Vice President and Controller in 1999.
|
| |
| | Other directorships: | | |
The New York Times Company and Kate Spade & Company.
|
| |
| | Director skills and qualifications: | | |
Ms. Toben has over 25 years of experience in the communications industry. Over the years, Ms. Toben held various positions in treasury, strategic planning and finance and brings a wealth of financial expertise to the Board.
|
| |
| | Name: | | | Debora J. Wilson | | |
| | Age: | | | 59 | | |
| | Director since: | | | 2011 | | |
| | ARRIS Board Committees: | | | Compensation Committee (Chairperson) | | |
| |
Principal occupation and recent business experience:
|
| |
Ms. Wilson is the former President and Chief Executive Officer (2004 through 2009) of The Weather Channel Inc., a leading multi-platform media organization. Prior to becoming the President and Chief Executive Officer of The Weather Channel, Ms. Wilson held other positions including Executive Vice President and Chief Operating Officer from 1994 to 2004. From 1979 through 1994, Ms. Wilson worked for Bell Atlantic (now Verizon) and held management positions in network operations and new product development.
|
| |
| | Other directorships: | | | Markel Corporation and Internap Corporation. | | |
| | Director skills and qualifications: | | |
Ms. Wilson brings more than 30 years of business experience in the cable television and telecommunications industries, most recently as Chief Executive Officer of The Weather Channel Inc. In addition to her executive management background in the media industry, Ms. Wilson has extensive sales, marketing and product development experience with new technologies and corporate strategy which provides a useful perspective to the Board from the media and content business point of view.
|
| |
| | Name: | | | David A. Woodle | | |
| | Age: | | | 61 | | |
| | Director since: | | | 2007 | | |
| | ARRIS Board Committees: | | | Audit Committee | | |
| |
Principal occupation and recent business experience:
|
| |
Since 2008, Mr. Woodle has been the Chairman of the Board and Chief Executive Officer of Nano Horizons Inc., a nanotechnology company that specializes in producing Nano silver particles for anti-microbial applications. Prior to ARRIS’ acquisition of C-COR Incorporated in 2007, Mr. Woodle was C-COR’s Chairman and Chief Executive Officer, positions that he had held since 2000. Prior to joining C-COR, Mr. Woodle was Vice President and General Manager of Raytheon E-Systems/HRB Systems, and led merger transition efforts to successfully position that company in the wireless data telecommunications marketplace.
|
| |
| | Other Directorships: | | | — | | |
| | Director skills and qualifications: | | |
Mr. Woodle brings significant experience in cable industry technology equipment sales and operations to the Company including experience as Chairman and CEO of C-COR prior to its acquisition by ARRIS in 2007. Mr. Woodle’s experience includes the planning and execution of strategic merger and acquisition transition efforts at both C-COR and Raytheon E-systems/HRB systems.
|
| |
| |
Name(1)
|
| | |
Fees Earned or
Paid in Cash ($)(2) |
| | |
Stock
Awards($)(3) |
| | |
Total
Compensation ($) |
| | |||||||||
| | Andrew M. Barron(4)(5) | | | | | | 35,334 | | | | | | | — | | | | | | | 35,334 | | | |
| | Alex B. Best(4) | | | | | | 182,500 | | | | | | | 159,600 | | | | | | | 342,100 | | | |
| | J. Timothy Bryan(4) | | | | | | 185,000 | | | | | | | 159,600 | | | | | | | 344,600 | | | |
| | James A. Chiddix(4) | | | | | | 180,000 | | | | | | | 159,600 | | | | | | | 339,600 | | | |
| | Andrew T. Heller(4) | | | | | | 195,853 | | | | | | | 159,600 | | | | | | | 355,453 | | | |
| | Dr. Jeong Kim(4) | | | | | | 182,500 | | | | | | | 159,600 | | | | | | | 342,100 | | | |
| | Doreen A. Toben(4) | | | | | | 196,500 | | | | | | | 159,600 | | | | | | | 350,100 | | | |
| | Debora J. Wilson(4) | | | | | | 185,000 | | | | | | | 159,600 | | | | | | | 344,600 | | | |
| | David A. Woodle(4) | | | | | | 186,500 | | | | | | | 159,600 | | | | | | | 346,100 | | | |
| |
Committee
|
| | |
Principal Responsibilities and Other Information
|
| |
| |
Audit Committee
|
| | |
•
Assists the Board with the oversight of the integrity of our financial statements and financial reporting process; compliance with legal and regulatory requirements; is responsible for the engagement of the independent auditor, and its qualifications, independence and performance; subject to the provisions of the Companies Act, the appointment and performance of the U.K. statutory auditor; and the performance of our internal audit function.
•
The Board has determined that each of its Audit Committee members is independent and financially literate as defined by the SEC and the current listing standards of The NASDAQ Stock Market.
•
The Board has identified each of Ms. Toben and Mr. Bryan as an “audit committee financial expert,” as defined by the SEC.
|
| |
| |
Compensation
Committee |
| | |
•
Determines the compensation for our executive officers and non-employee directors, establishes our compensation policies and practices and reviews annual financial performance under our employee incentive plans.
•
Generally exercises all powers of the Board in connection with compensation matters, including incentive compensation, benefit plans and share grants, except as relates to the Executive Chairman and Chief Executive Officer, in which case the entire Board approves or ratifies all said compensation matters.
|
| |
| |
Nominating and Corporate Governance Committee
|
| | |
•
Identifies individuals qualified to become directors and recommends candidates to the Board.
•
Supervises the conduct of director self-evaluation procedures including the performance of an anonymous survey of directors as to the Board’s processes and effectiveness and governance practices in general.
•
Together with the Board, actively reviews succession issues and plans for both management and the Board.
•
Reviews the Company’s information security risks and policies.
|
| |
| |
Director
|
| | |
Audit
|
| | |
Compensation
|
| | |
Nominating and
Corporate Governance |
| |
| | Andrew M. Barron | | | | | | | | | | | |
X
|
| |
| | Alex B. Best | | | | | | | |
X
|
| | |
X
|
| |
| | J. Timothy Bryan | | | |
X
|
| | | | | | | | | |
| | James A. Chiddix | | | | | | | | | | | |
Chair
|
| |
| | Andrew T. Heller | | | |
X
|
| | |
X
|
| | | | | |
| | Dr. Jeong Kim | | | | | | | |
X
|
| | |
X
|
| |
| | Bruce McClelland | | | | | | | | | | | | | | |
| | Robert J. Stanzione | | | | | | | | | | | | | | |
| | Doreen A. Toben | | | |
Chair
|
| | | | | | | | | |
| | Debora J. Wilson | | | | | | | |
Chair
|
| | | | | |
| | David A. Woodle | | | |
X
|
| | | | | | | | | |
| | Total meetings in 2016 | | | |
13
|
| | |
6
|
| | |
10
|
| |
| |
Compensation Best Practices that We Follow
|
| | |||
| |
☑
|
| |
Pay for Performance —
•
Approximately 79% of named executive officers’ target compensation for 2017 is performance based, share-linked, or both, and approximately 60% of compensation is deferred over three or four years and is market-based
•
All annual incentive payouts and one-half of long-term equity awards are performance-based (which could result in 0% to 200% payout relative to target), and performance-based equity awards are tied to total shareholder return over a three-year period
|
| |
| |
☑
|
| |
Conservative Employment Agreements
— Maximum termination payout is two years, except for our Executive Chairman, for whom it is three years
|
| |
| |
☑
|
| |
Stock Ownership Requirements
— Meaningful stock ownership guidelines: 6x for the Executive Chairman and CEO, 2x to 4x for the remaining executive officers and 3x for the directors
|
| |
| |
☑
|
| |
Minimal Perquisites
— We provide only minimal perquisites to our executive officers
|
| |
| |
☑
|
| | Clawback Policy — We have a robust and long-standing clawback policy | | |
| |
☑
|
| |
Mitigate Undue Risk
— We utilize defined maximum payouts for performance-based awards in order to prevent out-sized payouts
|
| |
| |
☑
|
| |
Independent Compensation Consulting Firm
— Any compensation consultant engaged by the Compensation Committee is an independent compensation consulting firm that provides no other services to the Company
|
| |
| |
☑
|
| |
Annual Advisory Votes
— We hold an annual advisory vote on the compensation paid to our named executive officers
|
| |
| |
Compensation Practices that We Do Not Follow
|
| | |||
| |
☒
|
| | No guaranteed bonuses for our executive officers | | |
| |
☒
|
| | No discounted stock awards, reloads or repricing without shareholder approval | | |
| |
☒
|
| | No hedging or pledging of shares permitted for our executive officers and directors | | |
| |
☒
|
| |
No
tax gross-up payments for our Executive Chairman or CEO with respect to any payments made in connection with a change of control
|
| |
| |
☒
|
| | No broad share recycling under our stock incentive plans | | |
| Amphenol Corporation | | | NCR Corporation | |
| Anixter International Inc. | | | Net App, Inc. | |
| CommScope Holding Company | | | Pitney Bowes Inc. | |
| EchoStar Corp. | | | Telephone & Data Systems Inc. | |
| Frontier Communications Corp. | | | SanDisk Corporation | |
| Harris Corporation | | | Seagate Technology PLC | |
| Juniper Networks, Inc. | | | Western Digital Corporation | |
| Motorola Solutions Inc. | | |
| |
Number of Percentage Points by which the
Company’s TSR Outperforms/Underperforms the NASDAQ Composite Over the Measurement Period |
| | |
Percentage of
Performance Shares Earned |
| | |||
| | More than 25 pts. below the Composite | | | | | | 0 % | | | |
| | 25 pts. below the Composite | | | | | | 50 % | | | |
| | Equal to the Composite | | | | | | 100 % | | | |
| | 25 pts. or more above the Composite | | | | | | 200 % | | | |
| | | | | |
Duration(1)
|
| | |
Salary
Benefit |
| | |
Bonus(9)
|
| | |
Benefits
|
| | |
Accelerate
Equity(10) |
| | |
Total
|
| | |||||||||||||||
| | Robert J. Stanzione | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Change in Control or Without “Good Cause”
|
| | |
3 years
|
| | | | $ | 2,250,000 | | | | | | $ | 4,149,296 (6) | | | | | | $ | 82,402 | | | | | | $ | 23,255,991 | | | | | | $ | 29,737,689 | | | |
| | Bruce McClelland | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Death(2)
|
| | |
3 months
|
| | | | | 187,500 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 187,500 | | | |
| |
Disability(3)
|
| | |
6 months
|
| | | | | 375,000 | | | | | | | — | | | | | | | 9,694 | | | | | | | — | | | | | | | 384,694 | | | |
| |
Without “Good Cause”(4)
|
| | |
2 years
|
| | | | | 1,500,000 | | | | | | | 1,500,000 (7) | | | | | | | 38,777 | | | | | | | 9,393,208 | | | | | | | 12,431,985 | | | |
| |
Change in Control(5)
|
| | |
2 years
|
| | | | | 1,500,000 | | | | | | | 838,098 | | | | | | | 38,777 | | | | | | | 9,393,208 | | | | | | | 11,770,083 | | | |
| | David B. Potts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Death(2)
|
| | |
3 months
|
| | | | | 140,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 140,000 | | | |
| |
Disability(3)
|
| | |
6 months
|
| | | | | 280,001 | | | | | | | — | | | | | | | 9,640 | | | | | | | — | | | | | | | 289,641 | | | |
| |
Without “Good Cause”(4)
|
| | |
2 years
|
| | | | | 1,120,003 | | | | | | | 896,003 (8) | | | | | | | 38,561 | | | | | | | 8,025,126 | | | | | | | 10,079,692 | | | |
| |
Change in Control(5)
|
| | |
2 years
|
| | | | | 1,120,003 | | | | | | | 925,406 | | | | | | | 38,561 | | | | | | | 8,025,126 | | | | | | | 10,109,096 | | | |
| | Ronald Coppock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Death(2)
|
| | |
3 months
|
| | | | | 112,500 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 112,500 | | | |
| |
Disability(3)
|
| | |
6 months
|
| | | | | 225,000 | | | | | | | — | | | | | | | 13,325 | | | | | | | — | | | | | | | 238,325 | | | |
| |
Without “Good Cause”(4)
|
| | |
1 year
|
| | | | | 450,000 | | | | | | | 360,000 (8) | | | | | | | 26,651 | | | | | | | 6,234,349 | | | | | | | 7,071,000 | | | |
| |
Change in Control(5)
|
| | |
1 year
|
| | | | | 450,000 | | | | | | | 415,033 | | | | | | | 26,651 | | | | | | | 6,234,349 | | | | | | | 7,126,033 | | | |
| | | | | |
Duration(1)
|
| | |
Salary
Benefit |
| | |
Bonus(9)
|
| | |
Benefits
|
| | |
Accelerate
Equity(10) |
| | |
Total
|
| | |||||||||||||||
| | Tim O’Loughlin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Death(2)
|
| | |
3 months
|
| | | | | 112,500 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 112,500 | | | |
| |
Disability(3)
|
| | |
6 months
|
| | | | | 225,000 | | | | | | | — | | | | | | | 13,051 | | | | | | | — | | | | | | | 238,051 | | | |
| |
Without “Good Cause”(4)
|
| | |
1 year
|
| | | | | 450,000 | | | | | | | 360,000 (8) | | | | | | | 26,101 | | | | | | | 2,352,701 | | | | | | | 3,188,802 | | | |
| |
Change in Control(5)
|
| | |
1 year
|
| | | | | 450,000 | | | | | | | 300,000 | | | | | | | 26,101 | | | | | | | 2,352,701 | | | | | | | 3,128,802 | | | |
| | Lawrence Robinson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Death(2)
|
| | |
3 months
|
| | | | | 125,003 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 125,003 | | | |
| |
Disability(3)
|
| | |
6 months
|
| | | | | 250,005 | | | | | | | — | | | | | | | 11,853 | | | | | | | — | | | | | | | 261,858 | | | |
| |
Without “Good Cause”(4)
|
| | |
1 year
|
| | | | | 500,010 | | | | | | | 400,008 (8) | | | | | | | 23,706 | | | | | | | 6,387,500 | | | | | | | 7,311,224 | | | |
| |
Change in Control(5)
|
| | |
1 year
|
| | | | | 500,010 | | | | | | | 409,049 | | | | | | | 23,706 | | | | | | | 6,387,500 | | | | | | | 7,320,265 | | | |
| |
Name and
Principal Position |
| | |
Year
|
| | |
Base
Salary ($)(1) |
| | |
Bonus
($)(2) |
| | |
Equity-based
Incentive Plan Compensation |
| | |
Non-Equity
Incentive Plan Compensation ($)(4) |
| | |
Change in
Pension Value and Non- Qualified Deferred Compensation Earnings ($)(5) |
| | |
All
Other Compensation ($)(6) |
| | |
Total
Compensation ($) |
| | |||||||||||||||||||||||||||||||
|
Stock
Awards ($)(3) |
| | |
Option
Awards ($) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Robert J. Stanzione
Executive Chairman |
| | | | | 2016 | | | | | | | 933,333 | | | | | | | — | | | | | | | 6,899,964 | | | | | | | — | | | | | | | 1,786,125 | | | | | | | — | | | | | | | 43,369 | | | | | | | 9,662,791 | | | |
| | | 2015 | | | | | | | 1,000,000 | | | | | | | — | | | | | | | 4,500,130 | | | | | | | — | | | | | | | 228,125 | | | | | | | — | | | | | | | 13,547 | | | | | | | 5,741,802 | | | | |||||
| | | 2014 | | | | | | | 968,750 | | | | | | | — | | | | | | | 4,499,953 | | | | | | | — | | | | | | | 2,500,000 | | | | | | | — | | | | | | | 13,547 | | | | | | | 7,982,050 | | | | |||||
| |
Bruce McClelland
Chief Executive Officer |
| | | | | 2016 | | | | | | | 653,340 | | | | | | | — | | | | | | | 3,001,039 | | | | | | | — | | | | | | | 671,157 | | | | | | | 14,346 | | | | | | | 26,560 | | | | | | | 4,366,442 | | | |
| | | 2015 | | | | | | | 480,010 | | | | | | | — | | | | | | | 1,200,132 | | | | | | | — | | | | | | | 70,082 | | | | | | | (12,943 ) | | | | | | | 47,250 | | | | | | | 1,784,531 | | | | |||||
| | | 2014 | | | | | | | 475,008 | | | | | | | — | | | | | | | 1,200,006 | | | | | | | — | | | | | | | 768,016 | | | | | | | 49,786 | | | | | | | 31,578 | | | | | | | 2,524,394 | | | | |||||
| |
David B. Potts
Executive Vice President and Chief Financial Officer |
| | | | | 2016 | | | | | | | 545,002 | | | | | | | — | | | | | | | 1,753,776 | | | | | | | — | | | | | | | 581,954 | | | | | | | 61,304 | | | | | | | 24,609 | | | | | | | 2,966,644 | | | |
| | | 2015 | | | | | | | 530,002 | | | | | | | — | | | | | | | 1,399,911 | | | | | | | — | | | | | | | 77,380 | | | | | | | (39,244 ) | | | | | | | 29,423 | | | | | | | 1,997,472 | | | | |||||
| | | 2014 | | | | | | | 517,501 | | | | | | | — | | | | | | | 1,399,961 | | | | | | | — | | | | | | | 848,026 | | | | | | | 216,067 | | | | | | | 27,110 | | | | | | | 3,008,665 | | | | |||||
| |
Ron Coppock
Executive Vice President, Global Marketing & Customer Operations |
| | | | | 2016 | | | | | | | 437,500 | | | | | |
|
—
— — |
| | | | | | 1,368,456 | | | | | |
|
—
— — |
| | | | | | 467,640 | | | | | |
|
52,827
— — — |
| | | | | | 20,276 | | | | | | | 2,346,699 | | | |
| |
Tim O’Loughlin
President, North American Sales |
| | | | | 2016 | | | | | | | 450,000 | | | | | |
|
—
— — |
| | | | | | 1,330,380 | | | | | |
|
—
— — |
| | | | | | 467,640 | | | | | |
|
—
— — |
| | | | | | 30,309 | | | | | | | 2,278,329 | | | |
| |
Lawrence Robinson(8)
President, Customer Premises Equipment |
| | | | | 2016 | | | | | | | 490,010 | | | | | | | — | | | | | | | 1,437,540 | | | | | | | — | | | | | | | 519,610 | | | | | | | — | | | | | | | 11,423 | | | | | | | 2,458,584 | | | |
| | | 2015 | | | | | | | 480,010 | | | | | | | — | | | | | | | 1,200,132 | | | | | | | — | | | | | | | 70,082 | | | | | | | — | | | | | | | 11,423 | | | | | | | 1,761,647 | | | | |||||
| | | 2014 | | | | | | | 475,008 | | | | | | | — | | | | | | | 1,200,006 | | | | | | | — | | | | | | | 786,016 | | | | | | | — | | | | | | | 10,694 | | | | | | | 2,453,723 | | | |
| |
Name
|
| | |
Grant
Date(1) |
| | |
Estimated Future Payouts Under
Non-Equity Incentive(2) |
| | |
Estimated Future Payouts Under
Equity Incentive Plan Awards(3) |
| | |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(4) |
| | |
Grant Date
Fair Value of Award(5) |
| | |||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| | |
Target
($) |
| | |
Maximum
($) |
| | |
Threshold
(#) |
| | |
Target
(#) |
| | |
Maximum
(#) |
| | ||||||||||||||||||||||||||||||||||||||||||||
| |
Robert J. Stanzione
|
| | | | | — | | | | | | | 343,750 | | | | | | | 1,375,000 | | | | | | | 2,750,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | 07/07/2016 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 75,658 | | | | | | | 151,315 | | | | | | | 302,630 | | | | | | | 151,315 | | | | | | | 6,899,964 | | | | |||||
| |
Bruce McClelland
|
| | | | | — | | | | |
129,168(6)
|
| | |
516,672(6)
|
| | |
1,033,344(6)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | |||||||||
| | | 07/07/2016 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 15,763 | | | | | | | 31,525 | | | | | | | 63,050 | | | | | | | 31,525 | | | | | | | 1,437,540 | | | | |||||
| | | 01/09/2016 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 13,925 | | | | | | | 27,850 | | | | | | | 55,700 | | | | | | | 27,850 | | | | | | | 1,563,499 | | | | |||||
| |
David B. Potts
|
| | | | | — | | | | | | | 112,000 | | | | | | | 448,001 | | | | | | | 896,003 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | 07/07/2016 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 19,230 | | | | | | | 38,460 | | | | | | | 76,920 | | | | | | | 38,460 | | | | | | | 1,753,776 | | | | |||||
| |
Ronald M. Coppock
|
| | | | | — | | | | | | | 90,000 | | | | | | | 360,000 | | | | | | | 720,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | 07/07/2016 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 15,005 | | | | | | | 30,010 | | | | | | | 60,020 | | | | | | | 30,010 | | | | | | | 1,368,456 | | | | |||||
| |
Tim O’Loughlin
|
| | | | | — | | | | | | | 90,000 | | | | | | | 360,000 | | | | | | | 720,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | 07/07/2016 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 9,686 | | | | | | | 19,735 | | | | | | | 39,470 | | | | | | | 38,615 | | | | | | | 1,330,380 | | | | |||||
| |
Lawrence Robinson
|
| | | | | — | | | | | | | 100,002 | | | | | | | 400,008 | | | | | | | 800,016 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | 07/07/2016 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 15,763 | | | | | | | 31,525 | | | | | | | 63,050 | | | | | | | 31,525 | | | | | | | 1,437,540 | | | |
| | | | | |
Stock Awards
|
| | ||||||||||||||||||||||||
| |
Name
|
| | |
Number of
Shares or Units of Stock Held That Have Not Vested (#) |
| | |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(2) |
| | |
Equity Incentive
Plan Awards: Number of Unearned Shares Or Units of Stock Not Vested (#) |
| | |
Equity Incentive
Plan Awards: Market Value of Unearned Shares Or Units of Stock Not Vested ($)(2) |
| | ||||||||||||
| |
Robert J. Stanzione
|
| | | | | 151,315 (1)(10) | | | | | | | 4,559,121 | | | | | | | 163,160 (4) | | | | | | | 4,916,011 | | | |
| | | — | | | | | | | — | | | | | | | 154,750 (6) | | | | | | | 4,662,618 | | | | |||||
| | | — | | | | | | | — | | | | | | | 302,630 (1)(11) | | | | | | | 9,118,242 | | | | |||||
| |
Bruce McClelland
|
| | | | | 5,678 (3) | | | | | | | 171,078 | | | | | | | 43,510 (4) | | | | | | | 1,310,956 | | | |
| | | 724 (5) | | | | | | | 21,814 | | | | | | | 41,270 (6) | | | | | | | 1,243,465 | | | | |||||
| | | 16,096 (7) | | | | | | | 484,972 | | | | | | | 63,050 (1)(11) | | | | | | | 1,899,697 | | | | |||||
| | | 10,877 (8) | | | | | | | 327,724 | | | | | | | 55,700 (1)(13) | | | | | | | 1,678,241 | | | | |||||
| | | 15,476 (9) | | | | | | | 466,292 | | | | | | | — | | | | | | | — | | | | |||||
| | | 31,525 (1)(10) | | | | | | | 949,848 | | | | | | | — | | | | | | | — | | | | |||||
| | | 27,850 (1)(12) | | | | | | | 839,121 | | | | | | | — | | | | | | | — | | | | |||||
| |
David B. Potts
|
| | | | | 5,678 (3) | | | | | | | 171,078 | | | | | | | 50,760 (4) | | | | | | | 1,529,399 | | | |
| | | 1,875 (5) | | | | | | | 56,494 | | | | | | | 48,140 (6) | | | | | | | 1,450,458 | | | | |||||
| | | 13,775 (7) | | | | | | | 415,041 | | | | | | | 76,920 (1)(11) | | | | | | | 2,317,600 | | | | |||||
| | | 12,690 (8) | | | | | | | 382,350 | | | | | | | — | | | | | | | — | | | | |||||
| | | 18,052 (9) | | | | | | | 543,907 | | | | | | | — | | | | | | | — | | | | |||||
| | | 38,460 (1)(10) | | | | | | | 1,158,800 | | | | | | | — | | | | | | | — | | | | |||||
| |
Ronald M. Coppock
|
| | | | | 5,678 (3) | | | | | | | 171,078 | | | | | | | 39,880 (4) | | | | | | | 1,201,584 | | | |
| | | 9,341 (5) | | | | | | | 281,444 | | | | | | | 37,830 (6) | | | | | | | 1,139,818 | | | | |||||
| | | 9,970 (8) | | | | | | | 300,396 | | | | | | | 60,020 (1)(11) | | | | | | | 1,808,403 | | | | |||||
| | | 14,186 (9) | | | | | | | 427,424 | | | | | | | — | | | | | | | — | | | | |||||
| | | 30,010 (1)(10) | | | | | | | 904,201 | | | | | | | — | | | | | | | — | | | | |||||
| |
Tim O’Loughlin
|
| | | | | 19,735 (1)(10) | | | | | | | 594,616 | | | | | | | 39,470 (1)(11) | | | | | | | 1,189,231 | | | |
| | | 14,650 (1)(14) | | | | | | | 441,405 | | | | | | | — | | | | | | | — | | | | |||||
| | | 4,230 (1)(15) | | | | | | | 127,450 | | | | | | | — | | | | | | | — | | | | |||||
| |
Lawrence Robinson
|
| | | | | 6,290 (7) | | | | | | | 189,518 | | | | | | | 43,510 (4) | | | | | | | 1,310,956 | | | |
| | | 10,877 (8) | | | | | | | 327,724 | | | | | | | 41,270 (6) | | | | | | | 1,243,465 | | | | |||||
| | | 15,476 (9) | | | | | | | 466,292 | | | | | | | 63,050 (1)(11) | | | | | | | 1,899,697 | | | | |||||
| | | 31,525 (1)(10) | | | | | | | 949,848 | | | | | | | — | | | | | | | — | | | |
| |
Name
|
| | |
Plan Name
|
| | |
Number of Years
Credited Service (#) |
| | |
Present Value Of
Accumulated Benefit ($) |
| | |
Payments During
Last Fiscal Year ($) |
| | |||||||||
| | Robert J. Stanzione | | | |
Qualified Pension Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | |
| | | | | | Non Qualified Plan | | | | | | 43 | | | | | | | 14,244,755 | | | | | | | — | | | |
| | Bruce McClelland | | | |
Qualified Pension Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | |
| | | | | | Non Qualified Plan | | | | | | 6 | | | | | | | 173,768 | | | | | | | — | | | |
| | David B. Potts | | | |
Qualified Pension Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | |
| | | | | | Non Qualified Plan | | | | | | 18 | | | | | | | 978,665 | | | | | | | — | | | |
| | Ron Coppock | | | |
Qualified Pension Plan
|
| | | | | 5 | | | | | | | 76,350 | | | | | | | — | | | |
| | | | | | Non Qualified Plan | | | | | | 18 | | | | | | | 852,297 | | | | | | | — | | | |
| | Tim O’Loughlin | | | |
Qualified Pension Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | |
| | | | | | Non Qualified Plan | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Lawrence Robinson | | | |
Qualified Pension Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | |
| | | | | | Non Qualified Plan | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Name
|
| | |
Executive
Contributions in Last FY ($)(1) |
| | |
Registrant
Contributions in Last FY ($)(2) |
| | |
Aggregate
Earnings in Last FY ($) |
| | |
Aggregate
Withdrawals / Distributions ($) |
| | |
Aggregate Balance
at Last Fiscal Year End ($) |
| | |||||||||||||||
| | Robert J. Stanzione | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Frozen Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | | | | |
| |
Active Plan
|
| | | | | 28,000 | | | | | | | — | | | | | | | 63,907 | | | | | | | — | | | | | | | 1,115,038 | | | |
| | Bruce McClelland | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| |
Frozen Plan
|
| | | | | — | | | | | | | — | | | | | | | 11,265 | | | | | | | — | | | | | | | 113,115 | | | |
| |
Active Plan
|
| | | | | 18,602 | | | | | | | 35,827 | | | | | | | 57,862 | | | | | | | — | | | | | | | 444,220 | | | |
| | David B. Potts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Frozen Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | | | | |
| |
Active Plan
|
| | | | | 10,900 | | | | | | | 18,000 | | | | | | | 11,911 | | | | | | | — | | | | | | | 206,853 | | | |
| | Ron Coppock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Frozen Plan
|
| | | | | — | | | | | | | — | | | | | | | 9,523 | | | | | | | — | | | | | | | 112,337 | | | |
| |
Active Plan
|
| | | | | 14,987 | | | | | | | 31,555 | | | | | | | 34,093 | | | | | | | | | | | | | | 404,822 | | | |
| | Tim O’Loughlin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Frozen Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Active Plan
|
| | | | | 18,600 | | | | | | | — | | | | | | | 1,098 | | | | | | | — | | | | | | | 19,698 | | | |
| | Lawrence Robinson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Frozen Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Active Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
Element
|
| |
Purpose and Link
to Strategy |
| |
Operation
|
| |
Maximum
Opportunity |
| |
Performance Metrics
|
| |
Recovery of Sums
(Clawback) |
|
Base Salary
|
| | The base salary component of our compensation program is designed to provide each executive director with a fixed level of cash compensation which is competitive with similar positions in our peer group. | | | The base salary for each executive director is initially determined by considering benchmarking studies of our peer group as well as the skills, experience and performance of each individual. The Compensation Committee reviews, at least annually, the base salaries of each executive director to determine whether adjustments need to be made for market alignment or other purposes. All decisions to adjust base salaries for our executive directors are subject to the approval of the full Board. | | |
Although the employment agreements with both our Chief Executive Officer and our Executive Chairman set forth a minimum base salary, we do not believe it is appropriate to impose a maximum level of base salary.
Subject to the approval of the full Board, the Compensation Committee reserves the discretion to make adjustments to base salary when the nature or scope of the executive director’s role or responsibilities changes. Any such change will take account of companies in our peer group and typically would not exceed the maximum base salary provided for an executive director with similar responsibilities at such company in our peer group.
|
| | There are no performance metrics associated with base salaries, however, when establishing or adjusting base salaries, the Compensation Committee considers both benchmarking studies of our peer group as well as the skills, experience and performance of each individual. | | | Not applicable | |
Benefits
|
| | We offer benefits which are designed to attract and retain high caliber talent and are tailored to the requirements and usual practices of the individual’s home jurisdiction. Both of the current executive directors are based in the US. | | | Benefits include but are not limited to health insurance; life and disability insurance; sick, personal and parental leave, and paid time off. In addition we provide tax preparation services with respect to any U.K. income taxes that may be owed as a result of our U.K. incorporation and may consider tax equalization payments related to any increased U.K. taxation compared to what would otherwise be owed by the executive director in the U.S., although no such tax equalization payments have been made to date. (1) | | | The value of benefits provided is based on the cost to the Company, which can vary from year to year, and therefore a maximum level cannot be pre-determined. However, we believe the benefits are in line with the practice of companies in our peer group and are market competitive. | | | None | | | Not applicable | |
Element
|
| |
Purpose and Link
to Strategy |
| |
Operation
|
| |
Maximum
Opportunity |
| |
Performance Metrics
|
| |
Recovery of Sums
(Clawback) |
|
Annual Cash Incentive Bonus
|
| | The objective of the annual cash incentive bonus is to directly align a significant portion of the executive directors’ cash compensation with the near term (generally annual) performance of the Company. | | |
Bonus metrics and target payouts for executive directors are set by the Compensation Committee on an annual basis subject to approval by the full Board. The target payouts are defined as a percentage of base salary, the specific levels of which are determined by considering benchmarking studies of our peer group and the relative importance of the position to the company.
Under the terms of their respective employment agreements, the target payouts for our Executive Chairman and Chief Executive Officer are 100% of base salary.
|
| | In alignment with the Company’s strategy to strongly link annual cash compensation to the performance of the Company, the actual bonus payout may range from 0% to a maximum of 200% of each executive director’s target bonus. The specific payout each year is based on the Company’s performance against the criteria then in effect. Subject to the approval of the full Board, the Compensation Committee has the discretionary authority to adjust bonus payouts, including reducing amounts paid even if the objectives are met, or increasing the amounts paid, if warranted, based on extra-ordinary circumstances. | | |
Depending on the needs of the business, the Compensation Committee considers various measures for the annual cash incentive bonus including customer, financial and market share metrics, the achievement of critical initiatives and others for the annual cash incentive bonus. Since 2014, the annual cash incentive bonus performance metrics for executive directors have been based solely on the achievement of the Company’s key financial goals, which are revenue and adjusted direct operating income versus budget.
Where performance measures or targets relate to commercially sensitive information, the measures and targets will, if appropriate, be disclosed retrospectively.
The company does not have a formal policy for payments above the amounts established under the bonus plan. Subject to the approval of the full Board, the Compensation Committee also may adjust the performance criteria if circumstances dictate (e.g., acquisitions, financings or other items that may not have been incorporated in the budget and therefore might require adjustment).
|
| | Subject to the ARRIS Executive Compensation Adjustment and Recovery Policy which is detailed below. | |
Long Term Equity Incentive Plan (“LTIP”)
|
| | The objective of the LTIP is to align the interests of our executive directors with the interests of our shareholders through stock awards which have multi-year vesting requirements and which provide a significant incentive for the executive | | | Equity awards are granted to executive directors, typically annually, at the discretion of the Compensation Committee and are subject to the approval of the full Board. Under the terms of our LTIP, the Compensation | | | Under the terms of our shareholder approved equity plans, no person, including executive directors, may be granted, in any period of two consecutive calendar years, awards under the plan covering more than 1,600,000 shares. In addition, no person | | | In recent years, one half of the restricted stock unit awards granted to the executive directors have been subject to time-based vesting over a four year period. One-half of the restricted stock units awarded since 2008 have utilised | | | Subject to the ARRIS Executive Compensation Adjustment and Recovery Policy which is detailed below. | |
Element
|
| |
Purpose and Link
to Strategy |
| |
Operation
|
| |
Maximum
Opportunity |
| |
Performance Metrics
|
| |
Recovery of Sums
(Clawback) |
|
| | | directors to focus on increasing long-term shareholder value. In addition, the equity awards coupled with the other elements described in this table provide financial incentive to retain our executives over a multi-year period and provide a total compensation package that is competitive based upon our assessment of the relevant market data for our industry peer group. | | |
Committee has the authority to grant awards that may include restricted stock, stock units, stock options, stock grants, stock appreciation rights, performance shares and units, and dividend equivalent rights. Generally awards granted under the plan must have a minimum vesting period of three years. The long-term incentive compensation for the executive directors in recent years has consisted of grants of restricted stock units with both time-based and performance-based vesting. Under the terms of our restricted stock unit awards, the recipient is not entitled to vote the shares underlying the award, or to receive dividends, if any are declared, until the restricted stock unit vests and shares are issued in settlement of the award.
In determining the amount of equity awards to be granted to an executive director, the Compensation Committee considers benchmarking studies of our peer group, the relative importance of the position the skills, experience and performance of each individual.
|
| | may be granted, in any calendar year, awards under the plan denominated in dollars in excess of $8,000,000. The Company’s Share Ownership Guidelines require the executive directors to own six times their annual base salary in our stock. As of 30 March, 2017, both of the current executive directors were on track to obtain compliance within the required five year time period. | | |
performance vesting. The performance criteria used for performance-based vesting awards indexes the Company’s total shareholder return (“TSR”) to the shareholder return of the NASDAQ composite over a three year period (the “TSR measurement”) beginning with the calendar year of grant. The TSR measurement allows for payment from 0% to 200% of the target amount based on underperforming, meeting or exceeding the NASDAQ composite three year return, with straight-line interpolation between levels. In order for the performance-based awards to vest, the Company’s TSR must not be more than 25 points below the NASDAQ composite three-year return for the same period.
The Compensation Committee retains the discretion to adjust performance criteria, or to measure performance against other criteria provided for in the rules of the shareholder approved equity plan, if circumstances dictate that this would, in the opinion of the Compensation Committee, be beneficial.
In the event that the Compensation Committee determines to measure performance against a number of criteria, the Compensation Committee may determine the relative weighting to be given to each criteria in determining performance.
Where performance measures or targets relate to commercially
|
| | | |
Element
|
| |
Purpose and Link
to Strategy |
| |
Operation
|
| |
Maximum
Opportunity |
| |
Performance Metrics
|
| |
Recovery of Sums
(Clawback) |
|
| | | | | | | | | | | | sensitive information, the measures and targets will, if appropriate, be disclosed retrospectively. | | | | |
“Broad-based” Employee Share Purchase Plan (ESPP)
|
| | The objective of the ESPP is to encourage share ownership and align the interests of employees with shareholders. | | |
Each executive director is eligible to participate in the Company’s ESPP operated for the benefit of ARRIS employees.
Under the rules of the plan, every six months a participant is granted options to purchase the Company’s Ordinary Shares, at a price equal to the lesser of 85% of the fair market value of shares on the date of grant of the option or the date of exercise, which is six months following the date of grant.
Participants determine the value of deductions to be made from their monthly salary into an account held on behalf of the participant, and the balance of that account is used in order to satisfy the exercise price payable on purchase options.
Options are automatically exercised on pre-set dates, over the highest whole number of shares that may be purchased using the accumulated balance in a participant’s account.
|
| | Under the terms of the plan, no participant may hold options over shares worth more than $25,000 in any one calendar year. | | | Not applicable | | | Not applicable | |
Pension and Other Retirement Benefits
|
| | Designed to provide a mechanism to accumulate retirement benefits consistent with what other companies within our industry provide in order to attract and retain qualified executive directors. | | | The Company previously maintained qualified and non-qualified defined benefit pension plans. The qualified plan that the executive directors were eligible to participate in was frozen on December 31, 1999, and the non-qualified defined benefit plan was frozen on June 30, 2013. No further accrual of benefit under the plans has | | | Matching contributions under the 401(k) savings plan are capped at the maximum amount permitted by applicable U.S. Internal Revenue Service regulations, which could not exceed $10,600 in 2016. | | | Not applicable | | | Not applicable | |
Element
|
| |
Purpose and Link
to Strategy |
| |
Operation
|
| |
Maximum
Opportunity |
| |
Performance
Metrics |
| |
Recovery of Sums
(Clawback) |
|
Cash Compensation
|
| | Designed to attract and retain qualified directors. | | | Reviewed annually by the Compensation Committee taking into account, among other information, benchmarking data from companies in our industry peer group. An additional retainer is paid (1) to the Lead Independent Director, (2) to the chair of each of the Board’s standing committees (Audit, Compensation and Nominating & Corporate Governance) and (3) for membership on each of the Board’s standing committees. | | | There is no prescribed maximum for cash compensation, however, we believe the compensation offered is in line with the practice of other companies in our peer group with similar global operations, and is market competitive. | | | Not applicable | | | Not applicable | |
Equity Compensation
|
| | Designed to attract and retain qualified directors and further align the interests of our non-executive directors with the shareholders. | | |
Reviewed annually by the Compensation Committee taking into account, among other information, benchmarking data from companies in our industry peer group.
Each non-executive director receives annual compensation paid in the form of restricted share units. The number of units is determined by dividing the dollar amount of the award by the closing price of the Company’s ordinary shares on the trading day preceding the day of grant rounded to the nearest one hundred units. The restricted share units vest in full on the first anniversary of the grant date.
The Compensation Committee may also make a one-time incentive grant to a new non-executive director at the time he or she joins the board, which grant vests in full on the first anniversary of the grant date.
The Company’s Share Ownership Guidelines require non-executive directors to own three times their annual cash retainer ($80,000 for 2016) in our stock. As of 30 March, 2017, all of the current Board
|
| | There is no maximum prescribed for equity compensation, however, we believe the equity compensation offered is in line with practice of other companies in our peer group with similar global operations, and is market competitive. | | | Not applicable | | | Not applicable | |
Element
|
| |
Purpose and Link
to Strategy |
| |
Operation
|
| |
Maximum
Opportunity |
| |
Performance
Metrics |
| |
Recovery of Sums
(Clawback) |
|
| | | | | | members had either met this guideline or were on track to obtain compliance within the required five year time period. | | | | | | | | | | |
Benefits
|
| | Designed to attract and retain qualified directors. | | |
Benefits include but are not limited to the reimbursement of reasonable expenses (including costs of travel, food and lodging) incurred in attending Board, committee, shareholder and other Company meetings. In addition, the reasonable expenses for a non-executive director’s spouse to attend one board meeting a year may also be reimbursed. The Company provides tax preparation services with respect to any U.K. income taxes that may be owed by U.S.-based directors as a result of our U.K. incorporation and may consider tax equalization payments related to any increased U.K. taxation compared to what would otherwise be owed by the non-executive director in the U.S., although no such tax equalization payments have been made to date.
Non-executive directors also are reimbursed for reasonable expenses associated with other business activities related to their Board of Directors service, including participation in director education programs, attendance of industry functions and memberships in director organisations.
|
| | There is no prescribed maximum as these benefits are subject to market rates however the Compensation Committee regularly reviews the cost of benefits. | | | Not applicable | | | Not applicable | |
| | | | | | | | |
Base
Salary ($) |
| |
Taxable
Benefits ($) |
| |
Annual Cash
Incentive Bonus (1) ($) |
| |
Long-term
Incentives Vesting in Year ($) (5) |
| |
Matching
401(k) and 401(k) Wrap Contributions ($) (7) |
| |
Total ($)
|
| ||||||||||||||||||
Robert J. Stanzione
|
| | | | 2016 | | | | | | 933,333 (2) | | | | | | 3,352 (4) | | | | | | 1,786,125 | | | | | | — | | | | | | 40,422 | | | | | | 2,763,232 | | |
| | | 2015 | | | | | | 1,050,000 (3) | | | | | | — | | | | | | 228,125 | | | | | | 22,103,328 | | | | | | — | | | | | | 23,381,453 | | | ||
Bruce McClelland (6) | | | | | 2016 | | | | | | 250,000 | | | | | | 639 (4) | | | | | | 324,750 | | | | | | — | | | | | | 25,737 | | | | | | 601,126 | | |
|
Adjusted Direct Operating Income Component
(50% of Total Bonus) |
| |
Revenue Component
(50% of Total Bonus) |
| ||||||
|
Percentage of Target Achieved
|
| |
Payout Percentage
|
| |
Percentage of Target Achieved
|
| |
Payout Percentage
|
|
|
Below 80%
|
| |
0%
|
| |
Below 85%
|
| |
0%
|
|
|
80%
|
| |
25%
|
| |
85%
|
| |
25%
|
|
|
90%
|
| |
50%
|
| |
90%
|
| |
50%
|
|
|
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
|
|
120% or greater
|
| |
200%
|
| |
110% or greater
|
| |
200%
|
|
| | |
2016
|
| |
2015
|
| ||||||||||||||||||||||||
| | |
Target
|
| |
% of Target
Achieved |
| |
% Payout
|
| |
Target
|
| |
% of Target
Achieved |
| |
% Payout
|
| ||||||||||||
Revenue
|
| |
$6.7 billion
|
| | | | 107 % | | | | | | 136 % | | | |
$5.5 billion
|
| | | | 75 % | | | | | | 0 % | | |
DOI
|
| |
$682.0 million
|
| | | | 102 % | | | | | | 124 % | | | |
$627.0 million
|
| | | | 87 % | | | | | | 36 % | | |
Total Payout
|
| | | | | | | | | | | | | 129.9 % | | | | | | | | | | | | | | | 18 % | | |
Number of Percentage Points by which the Company’s TSR Outperforms/Underperforms the NASDAQ
Composite Over the Measurement Period |
| |
Percentage of
Performance Shares Earned |
| |||
More than 25 pts. below the Composite
|
| | | | 0 % | | |
25 pts. below the Composite
|
| | | | 50 % | | |
Equal to the Composite
|
| | | | 100 % | | |
25 pts. or more above the Composite
|
| | | | 200 % | | |
Executive director
|
| |
ESPP grant date
|
| |
Number of
shares purchased |
| |
ESPP exercise
date |
| |
Exercise price
payable |
|
Robert J. Stanzione | | |
1 November 2015
|
| |
884
|
| |
30 April 2016
|
| |
$19.35
|
|
Bruce McClelland | | |
1 November 2015
|
| |
884
|
| |
30 April 2016
|
| |
$19.35
|
|
Name
|
| |
Plan Name
|
| |
Number of Years
Credited Service (#) |
| |
Present Value Of
Accumulated Benefit ($) |
| |
Payments During
Last Fiscal Year ($) |
| |||||||||
Robert J. Stanzione | | |
Qualified Pension Plan
|
| | | | — | | | | | | — | | | | | | — | | |
| | | Non Qualified Plan | | | | | 43 | | | | | | 14,244,755 | | | | | | — | | |
Bruce McClelland | | |
Qualified Pension Plan
|
| | | | — | | | | | | — | | | | | | — | | |
| | | Non Qualified Plan | | | | | 6 | | | | | | 173,768 | | | | | | — | | |
| | | | | | | | |
Retainer/
Fees (1) ($) |
| |
Taxable
Benefits (2) ($) |
| |
Annual Cash
Award (3) ($) |
| |
Annual Equity
Award Vesting in Year (3) ($) |
| |
Total
($) |
| |||||||||||||||
Andrew M. Barron
(4)
|
| | | | 2016 | | | | | | 35,334 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,334 | | |
| | | 2015 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Alex B. Best
|
| | | | 2016 | | | | | | 92,500 | | | | | | 3,357 | | | | | | 90,000 | | | | | | — | | | | | | 185,857 | | |
| | | 2015 | | | | | | 121,750 | | | | | | — | | | | | | — | | | | | | 80,578 | | | | | | 202,328 | | | ||
Harry L. Bosco
(5)
|
| | | | 2016 | | | | | | 62,750 | | | | | | 2,817 | | | | | | 90,000 | | | | | | 1,491,607 | | | | | | 1,647,174 | | |
| | | 2015 | | | | | | 168,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | 168,250 | | | ||
J. Timothy Bryan
(6)
|
| | | | 2016 | | | | | | 95,000 | | | | | | 3,352 | | | | | | 90,000 | | | | | | — | | | | | | 188,352 | | |
| | | 2015 | | | | | | 106,969 | | | | | | — | | | | | | — | | | | | | — | | | | | | 106,969 | | | ||
James A. Chiddix
|
| | | | 2016 | | | | | | 90,000 | | | | | | 4,454 | | | | | | 90,000 | | | | | | — | | | | | | 184,454 | | |
| | | 2015 | | | | | | 121,250 | | | | | | — | | | | | | — | | | | | | 44,179 | | | | | | 165,429 | | | ||
Andrew T. Heller
(7)
|
| | | | 2016 | | | | | | 105,832 | | | | | | 4,918 | | | | | | 90,000 | | | | | | — | | | | | | 200,750 | | |
| | | 2015 | | | | | | 110,000 | | | | | | — | | | | | | — | | | | | | 44,179 | | | | | | 154,179 | | | ||
Dr. Jeong Kim
|
| | | | 2016 | | | | | | 92,500 | | | | | | 4,309 | | | | | | 90,000 | | | | | | — | | | | | | 186,809 | | |
| | | 2015 | | | | | | 115,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 115,750 | | | ||
Doreen A. Toben
|
| | | | 2016 | | | | | | 106,500 | | | | | | 3,352 | | | | | | 90,000 | | | | | | 42,789 | | | | | | 246,641 | | |
| | | 2015 | | | | | | 143,888 | | | | | | — | | | | | | — | | | | | | — | | | | | | 143,888 | | | ||
Debora J. Wilson
|
| | | | 2016 | | | | | | 95,000 | | | | | | 3,356 | | | | | | 90,000 | | | | | | — | | | | | | 188,356 | | |
| | | 2015 | | | | | | 129,500 | | | | | | — | | | | | | — | | | | | | 80,578 | | | | | | 210,078 | | | ||
David A. Woodle
|
| | | | 2016 | | | | | | 96,500 | | | | | | 3,352 | | | | | | 90,000 | | | | | | — | | | | | | 189,852 | | |
| | | 2015 | | | | | | 136,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | 136,250 | | |
Financial Year
|
| |
CEO
|
| |
Single Total Figure of
Remuneration |
| |
Annual Variable Element
(% of maximum bonus) |
| |
RSU/share options vesting
outcome (% of maximum) |
| |||||||||
2016* | | |
Bruce McClelland
|
| | | $ | 601,142 | | | | | | 64.95 % | | | | | | 99.80 % | | |
2015 | | |
Robert J. Stanzione
|
| | | $ | 1,917,857 | | | | | | 87.13 % | | | | | | 99.80 % | | |
2015 | | |
Robert J. Stanzione
|
| | | $ | 23,381,453 | | | | | | 10.86 % | | | | | | 200 % | | |
2014 | | |
Robert J. Stanzione
|
| | | $ | 10,545,444 | | | | | | 129.03 % | | | | | | 200 % | | |
2013 | | |
Robert J. Stanzione
|
| | | $ | 4,031,134 | | | | | | 55.90 % | | | | | | 200.00 % | | |
2012 | | |
Robert J. Stanzione
|
| | | $ | 5,711,923 | | | | | | 46.60 % | | | | | | 98.60 % | | |
| | |
Date of Grant
|
| |
Share price on
date of grant |
| |
Number of Shares
Subject to Award |
| |
Face Value of
Award (1) |
| |||||||||
Executive Directors: | | | | | | |||||||||||||||||
Robert J. Stanzione
|
| |
7 July 2016
|
| | | $ | 22.80 | | | | | | 151,315 (2) | | | | | $ | 3,449,982 | | |
|
7 July 2016
|
| | | | | | | | | | 151,315 (3) | | | | | $ | 3,449,982 | | | ||
Bruce McClelland
|
| |
7 July 2016
|
| | | $ | 22.80 | | | | | | 31,525 (2) | | | | | $ | 718,770 | | |
|
7 July 2016
|
| | | | | | | | | | 31,525 (3) | | | | | $ | 718,770 | | | ||
|
1 September 2016
|
| | | $ | 28.07 | | | | | | 27,850 (2) | | | | | $ | 781,750 | | | ||
|
1 September 2016
|
| | | | | | | | | | 27,850 (4) | | | | | $ | 781,750 | | | ||
Non-executive Directors: | | | | | | |||||||||||||||||
Alex B. Best | | |
7 July 2016
|
| | | $ | 22.80 | | | | | | 7,000 (5) | | | | | $ | 159,600 | | |
J. Timothy Bryan | | |
7 July 2016
|
| | | $ | 22.80 | | | | | | 7,000 (5) | | | | | $ | 159,600 | | |
James A. Chiddix | | |
7 July 2016
|
| | | $ | 22.80 | | | | | | 7,000 (5) | | | | | $ | 159,600 | | |
Andrew T. Heller | | |
7 July 2016
|
| | | $ | 22.80 | | | | | | 7,000 (5) | | | | | $ | 159,600 | | |
Dr. Jeong Kim | | |
7 July 2016
|
| | | $ | 22.80 | | | | | | 7,000 (5) | | | | | $ | 159,600 | | |
Doreen A. Toben | | |
7 July 2016
|
| | | $ | 22.80 | | | | | | 7,000 (5) | | | | | $ | 159,600 | | |
Debora J. Wilson | | |
7 July 2016
|
| | | $ | 22.80 | | | | | | 7,000 (5) | | | | | $ | 159,600 | | |
David A. Woodle | | |
7 July 2016
|
| | | $ | 22.80 | | | | | | 7,000 (5) | | | | | $ | 159,600 | | |
| | |
Share Holding Requirement
|
| |
Shares
Owned (1) |
| |
Unvested
Restricted Stock Units (2) |
| |
Total
Interests in Shares |
| |
Value
(3)
|
| |
% of Share
Holding Requirement Met |
| |||||||||||||||
Executive Directors: | | | | | | | | |||||||||||||||||||||||||||
Robert J. Stanzione (4) | | | 6x annual base salary ($3,900,000) | | | | | 859,806 | | | | | | 771,855 | | | | | | 1,631,661 | | | | | $ | 49,161,945 | | | | | | 1,260.56 % | | |
Bruce McClelland (5) | | | 6x annual base salary ($5,100,000) | | | | | 174,288 | | | | | | 311,756 | | | | | | 486,044 | | | | | $ | 14,644,505 | | | | | | 287.15 % | | |
Non-executive Directors: | | | | | | | | |||||||||||||||||||||||||||
Andrew Barron | | | 3x annual retainer amount ($240,000) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alex B. Best | | | 3x annual retainer amount ($240,000) | | | | | 78,900 | | | | | | 7,000 | | | | | | 85,900 | | | | | $ | 2,588,167 | | | | | | 1,078.40 % | | |
J. Timothy Bryan | | | 3x annual retainer amount ($240,000) | | | | | 4,500 | | | | | | 7,000 | | | | | | 11,500 | | | | | $ | 346,495 | | | | | | 144.37 % | | |
James A. Chiddix | | | 3x annual retainer amount ($240,000) | | | | | 42,800 | | | | | | 7,000 | | | | | | 49,800 | | | | | $ | 1,500,474 | | | | | | 625.20 % | | |
Andrew T. Heller | | | 3x annual retainer amount ($240,000) | | | | | 20,900 | | | | | | 7,000 | | | | | | 27,900 | | | | | $ | 840,627 | | | | | | 350.26 % | | |
Dr. Jeong Kim | | | 3x annual retainer amount ($240,000) | | | | | 14,200 | | | | | | 7,000 | | | | | | 21,200 | | | | | $ | 638,756 | | | | | | 266.15 % | | |
Doreen A. Toben | | | 3x annual retainer amount ($240,000) | | | | | 9,400 | | | | | | 7,000 | | | | | | 16,400 | | | | | $ | 494,132 | | | | | | 205.89 % | | |
Debora J. Wilson | | | 3x annual retainer amount ($240,000) | | | | | 45,600 | | | | | | 7,000 | | | | | | 52,600 | | | | | $ | 1,584,838 | | | | | | 660.35 % | | |
David A. Woodle | | | 3x annual retainer amount ($240,000) | | | | | 67,751 | | | | | | 7,000 | | | | | | 74,751 | | | | | $ | 2,252,248 | | | | | | 938.44 % | | |
| | |
Salary
2015 |
| |
Salary
2016 |
| |
Salary
% Change |
| |
Bonus
2015 |
| |
Bonus
2016 |
| |
Bonus
% Change |
| |
Benefits
2015 |
| |
Benefits
2016 |
| |
Benefits
% Change |
| |||||||||||||||||||||||||||
CEO
|
| | | $ | 1,050,000.00 | | | | | $ | 933,333.00 | | | | | | -11.11 % | | | | | $ | 228,125.00 | | | | | $ | 1,515,500.00 | | | | | | 564.33 % | | | | | | | | | | | $ | 3,991.00 | | | | |||||
Group
|
| | | $ | 94,089.43 | | | | | $ | 89,748.28 | | | | | | -4.61 % | | | | | $ | 7,898.18 | | | | | $ | 9,706.87 | | | | | | 22.90 % | | | | | $ | 9,251.70 | | | | | $ | 8,304.42 | | | | | | -10.24 % | | |
1 Year ARRIS International plc Chart |
1 Month ARRIS International plc Chart |
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