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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Blackhawk Network Holdings, Inc. (delisted) | NASDAQ:HAWK | 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% | 45.15 | 45.10 | 45.30 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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By Order of the Board of Directors,
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/s/ Kirsten Richesson
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Kirsten Richesson
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General Counsel and Secretary
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Pleasanton, California
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Dated: April 20, 2017
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Proposal No. 1: To elect Anil Aggarwal, Richard H. Bard, Thomas Barnds, Steven A. Burd, Robert L. Edwards, Jeffrey H. Fox, Mohan Gyani, Paul Hazen, Robert B. Henske, Talbott Roche, Arun Sarin, William Y. Tauscher and Jane J. Thompson as directors;
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Proposal No. 2: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2017 fiscal year ending December 30, 2017;
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Proposal No. 3: To approve, on a non-binding, advisory basis, the say-on-pay vote;
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Proposal No. 4: To vote for every “1 YEAR” with respect to the non-binding, advisory vote on the frequency of future say-on-pay votes; and
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Proposal No. 5: To approve the amendment to our 2013 Equity Incentive Award Plan, or the 2013 Plan, to increase the number of shares of Common Stock that may be issued under the 2013 Plan by 2,000,000 shares, to limit the value of equity and cash awards made to non-employee directors in any calendar year to $750,000, and to prohibit payment of dividends and dividend equivalents on unearned and unvested awards.
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To vote by proxy over the Internet, follow the instructions provided in the Notice of Internet Availability of Proxy Materials or on the proxy card.
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To vote by telephone, if you properly requested and received a proxy card by mail or email, you may vote by proxy by calling the toll free number found on the proxy card.
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To vote by mail, if you properly requested and received a proxy card by mail or email, simply complete, sign and date the proxy card and return it promptly. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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To vote in person, come to the Annual Meeting, and we will give you a ballot when you arrive.
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“For” the election of all thirteen nominees for director;
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“For” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2017 fiscal year ending December 30, 2017;
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“For” approval, on a non-binding, advisory basis, of the compensation of our NEOs;
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For every “1 YEAR” with respect to the non-binding, advisory vote on the frequency of future say-on-pay votes; and
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“For” the approval of the amendment to the 2013 Plan to increase the number of shares of Common Stock that may be issued under the 2013 Plan by 2,000,000 shares, to limit the value of equity and cash awards made to non-employee directors in any calendar year to $750,000, and to prohibit payment of dividends and dividend equivalents on unearned and unvested awards.
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You may submit another properly completed proxy over the Internet, by telephone or by mail with a later date.
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You may send a written notice that you are revoking your proxy to our General Counsel and Secretary at Blackhawk Network Holdings, Inc., 6220 Stoneridge Mall Road, Pleasanton, CA 94588.
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You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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For the election of directors, the thirteen nominees receiving the most “For” votes (from the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting) will be elected. Only votes “For” will affect the outcome. Broker non-votes and “Withhold” votes will have no effect.
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To be approved, Proposal No. 2, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2017, must receive “For” votes from the holders of a majority of shares either present in person or represented by proxy and entitled to vote on this matter at the Annual Meeting. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Proposal No. 2 is considered a routine matter, and therefore no broker non-votes are expected in connection with Proposal No. 2.
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To be approved, Proposal No. 3, advisory approval of the compensation of our NEOs, must receive “For” votes from the holders of a majority of shares either present in person or represented by proxy and entitled to vote on this matter at the Annual Meeting. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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For Proposal No. 4, the advisory vote on the frequency of future say-on-pay votes, the frequency receiving the votes of the holders of a majority of shares either present in person or represented by proxy and entitled to vote at the Annual Meeting will be deemed to be the frequency preferred by the stockholders. If you “Abstain” from voting, it will have the same effect as a vote against each of the proposed voting frequencies. Broker non-votes will have no effect.
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To be approved, Proposal No. 5, the approval of the amendment to the 2013 Plan to increase the number of shares of Common Stock that may be issued under the 2013 Plan by 2,000,000 shares, to limit the value of equity and cash awards made to non-employee directors in any calendar year to $750,000, and to prohibit payment of dividends and dividend equivalents on unearned and unvested awards must receive “For” votes from the holders of a majority of shares either present in person or represented by proxy and entitled to vote on this matter at the Annual Meeting. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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Name
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Age
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Director Since
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Position/Office Held With the Company
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Anil D. Aggarwal
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47
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February 2016
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Director
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Richard H. Bard
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69
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October 2014
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Director
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Thomas Barnds
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48
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February 2017
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Director
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Steven A. Burd
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67
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August 2007
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Director
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Robert L. Edwards
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61
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July 2008
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Director
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Jeffrey H. Fox
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55
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April 2017
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Director
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Mohan Gyani
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65
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August 2007
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Director
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Paul Hazen
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75
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August 2007
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Director
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Robert B. Henske
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55
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April 2017
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Director
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Talbott Roche
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50
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February 2016
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President, Chief Executive Officer and Director
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Arun Sarin
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62
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August 2009
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Director
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William Y. Tauscher
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67
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August 2007
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Chairman of the Board, Executive Chairman and Former Chief Executive Officer
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Jane J. Thompson
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65
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October 2014
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Director
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Board/Committee
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Primary Areas of Risk Oversight
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Full Board
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Strategic, financial and execution risks and exposures associated with our business strategy, product innovation and sales road map, policy matters, significant litigation and regulatory exposures, and other current matters that may present material risk to our financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures.
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Audit Committee
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Risks and exposures associated with financial matters, particularly financial reporting, accounting, disclosure and internal control over financial reporting.
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Nominating and Corporate Governance Committee
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Risks and exposures associated with director succession planning, corporate governance and overall Board effectiveness.
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Compensation Committee
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Risks and exposures associated with leadership assessment, executive compensation programs and arrangements, including overall incentive and equity plans.
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Name of Director
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Audit Committee
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Compensation Committee
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Nominating and Corporate Governance Committee
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Anil D. Aggarwal
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M (1)
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Richard H. Bard
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Thomas Barnds
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Steven A. Burd
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M (3)
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M (3)
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Robert L. Edwards
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— (4)
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Mohan Gyani
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C
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— (5)
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Paul Hazen
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Lawrence F. Probst III
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— (6)
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Talbott Roche
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Arun Sarin
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William Y. Tauscher
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Jane J. Thompson
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M
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(1)
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Mr. Aggarwal was elected to serve as a member of our Nominating and Corporate Governance Committee when he joined the Board in February 2016. He succeeded Mr. Probst on this Committee.
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Mr. Barnds was not a member of the Board in 2016. He was elected to serve as a member of the Audit Committee in February 2017.
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When Mr. Gyani resigned from the Nominating and Corporate Governance Committee in June 2016, Mr. Burd was elected to serve as his successor. Mr. Burd was also elected to serve on the Audit Committee as Mr. Probst’s successor in June 2016. He served on the Audit Committee until February 27, 2017.
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Mr. Edwards was elected to serve as a member of the Audit Committee and its Chair in April 2017.
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Mr. Gyani served on the Nominating and Corporate Governance Committee until he resigned from such committee in June 2016.
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Mr. Probst served on the Audit Committee until he resigned from the Board in June 2016.
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the Equity Committee must grant the equity awards within its authorization pursuant to the 2013 Equity Incentive Award Plan, or the 2013 Plan, and other applicable law;
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the maximum aggregate number of shares of Common Stock with respect to one or more equity awards that may be approved by the Equity Committee for any one employee during the calendar year measured from the date of grant shall be 100,000; and
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the Equity Committee is not allowed to (i) grant any equity award to any Section 16 Officer of the Company, (ii) grant any performance-based compensation to any “covered employees” (as defined in Section 162(m) of the Code), or (iii) grant any equity award to any director or any officer who has been delegated authority to grant or amend the equity awards under the 2013 Plan.
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applicable laws and regulations (including the NASDAQ listing standards);
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diversity, maturity, skills, experience, integrity, ability to make independent analytical inquires; and understanding of the Company’s business and business environment; and
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willingness to devote adequate time and effort to Board responsibilities and other relevant factors.
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any breach of the director’s duty of loyalty to us or to our stockholders;
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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unlawful payment of dividends or unlawful stock repurchases or redemptions; and
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any transaction from which the director derived an improper personal benefit.
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Fee Category
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Fiscal 2016 Fees ($)
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Fiscal 2015 Fees ($)
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Audit Fees
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$
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2,958,000
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$
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2,333,000
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Tax Fees
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752,500
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850,000
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Total Fees
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$
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3,710,500
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$
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3,183,000
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•
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In 2016, we granted equity awards representing a total of approximately 1,983,000 shares of Common Stock. These grants included a mix of RSUs, PSAs and Options. This level of equity awards reflects our need to grant competitive equity awards to our employees who bring expertise in our unique blend of retail/consumer products and financial services, as well the technology capability that supports our business platform. The awards also included grants to employees who joined Blackhawk as a result of acquisitions.
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We currently anticipate a lower overall 2017 share grant level of approximately 1,250,000, which reflects our continuing focus on managing our overall share grant levels by aligning with competitive
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After all grants are made in 2017, we anticipate that we will have approximately 1,800,000 shares available. While we expect that this would be sufficient to cover our 2018 equity grants, we cannot fully predict what level of shares will be needed due to such variables as acquisitions or changes in compensation strategy (e.g., re-introducing Options in the equity grant mix). As such, we are seeking stockholder approval to increase our share pool available to grant by an additional 2,000,000 shares.
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With our shift in our 2017 equity mix strategy, we anticipate that we will grant approximately 2.2% of our shares outstanding. We will continue to manage this level to be as low as possible going forward, though we also need to ensure that we can provide competitive compensation packages that enable us to hire and retain talented individuals who can deliver strong results for our unique business combination of retail/consumer products and financial services, which operate on a sophisticated technology platform.
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Based on projected grant practice, and taking into account Blackhawk’s market-based equity grant practices, anticipated award cancellations and forfeitures, the Board believes that the additional share authorization requested is appropriate to cover equity awards that are anticipated to be granted through fiscal year 2020.
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No Discounted Options or Stock Appreciation Rights (“SARs”).
Options and SARs may not be granted with exercise prices lower than the market value of the underlying shares on the grant date.
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No Repricing Without Stockholder Approval.
Other than in connection with a change in the Company’s capitalization, at any time when the purchase price of an Option or SAR is above the market value of a share, the Company will not, without stockholder approval, reduce the purchase price of such Option or SAR and will not exchange such Option or SAR for a new award with a lower (or no) purchase price or for cash.
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No Liberal Share Recycling.
Shares used to pay the exercise price or withholding taxes related to an outstanding award, unissued shares resulting from the net settlement of outstanding SARs, and shares purchased by the Company in the open market using the proceeds of Option exercises do not become available for issuance as future awards under the 2013 Plan.
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No Transferability.
Awards generally may not be transferred, except by will or the laws of descent and distribution.
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No Evergreen Provision.
The 2013 Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the 2013 Plan can be automatically replenished.
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No Automatic Grants.
The 2013 Plan does not provide for automatic grants to employees.
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No Tax Gross-ups.
The 2013 Plan does not provide for any tax gross-ups.
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No Single Trigger Acceleration.
The 2013 Plan only permits acceleration on a change in control if the acquiring company refuses to assume or substitute awards.
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Extended Vesting Schedule.
RSUs and Options awarded under the 2013 Plan are time-based for employees, and are generally subject to a 4-year vesting schedule; and performance-based awards generally vest over a multi-year performance and post-performance vesting period.
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Minimum 1-Year Vesting.
Subject to limited exceptions, awards to executives and employees may not vest earlier than the date that is one year following the grant date of the award.
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Clawback Provision.
Our clawback policy includes provisions for seeking the return (clawback) from executive officers of incentive cash payments and stock sale proceeds in the event that those amounts had been inflated due to financial results that later had to be restated.
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Ownership Guidelines.
To help ensure that each of our non-employee directors and executives maintains an equity stake in the Company and, by doing so, to appropriately link their interests with those of other stockholders, by December 31, 2019, all our executive officers are required to accumulate shares of the Company’s stock equal in value to 2.0 times base salary (4.0 times base salary for the CEO) as determined on December 31 of each year, and all non-employee directors are required to accumulate shares of the Company’s stock equal in value to at least three times the amount of their annual cash retainer as determined on December 31 of each year. By December 31, 2021 (or, if later, the fifth anniversary of the date of appointment), all non-employee directors are required to accumulate shares of the Company’s stock equal in value to at least five times the amount of their annual cash retainer.
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Prohibition of Certain Aggressive or Speculative Trading and Hedging Transactions.
Our Insider Trading Policy prohibits officers and directors and their respective family members from engaging, directly or indirectly, in any speculative transactions involving Company securities, including: purchases of Company stock on margin; short sales of Company securities; and buying or selling put or call options on Company securities; or entering into other derivative contracts relating to Company securities. In addition, the policy prohibits officers and directors from entering into hedging transactions.
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to the extent that an award is forfeited or expires or an award is settled in cash without the delivery of shares, any shares subject to the award at such time will be available for future grants under the 2013 Plan;
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to the extent shares are tendered or withheld to satisfy the exercise price or tax withholding obligation with respect to any award under the 2013 Plan, such tendered or withheld shares will not be available for future grants under the 2013 Plan;
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to the extent that we repurchase shares of our Common Stock prior to vesting so that shares are returned to us, such shares will be available for future grants under the 2013 Plan;
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shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the SAR on its exercise will not be available for future grants under the 2013 Plan;
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shares purchased on the open market with the cash proceeds from the exercise of Options will not be available for future grants under the 2013 Plan;
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the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the 2013 Plan;
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awards granted under the 2013 Plan pursuant to a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2013 Plan; and
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to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by us or any affiliate will not be counted against the shares available for issuance under the 2013 Plan.
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Nonstatutory Stock Options
, or NSOs, provide for the right to purchase shares of our Common Stock at a specified price which may not be less than fair market value on the date of grant (except with respect to substitute awards), and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with the Company and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed ten years.
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Incentive Stock Options
, or ISOs, will be designed in a manner intended to comply with the provisions of Section 422 of the Code and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of common stock on the date of grant (except with respect to substitute awards), may only be granted to employees, and must not be exercisable after a period of ten years measured from the date of grant. In the case of an ISO granted to certain significant stockholders, the 2013 Plan provides that the exercise price must be at least 110% of the fair market value of a share of common stock on the date of grant and the ISO must not be exercisable after a period of five years measured from the date of grant.
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Restricted Stock
may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator. Restricted stock typically may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Purchasers of restricted stock, unlike recipients of Options,
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Restricted Stock Units
may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service with the Company or on performance criteria established by the administrator. Like restricted stock, RSUs may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock, stock underlying RSUs will not be issued until the RSUs have vested; and recipients of RSUs generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied.
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Deferred Stock Awards
represent the right to receive shares of our Common Stock on a future date. Deferred stock may not be sold or otherwise hypothecated or transferred until issued. Deferred stock will not be issued until the deferred stock award has vested, and recipients of deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the shares are issued. Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock will not be issued, if the applicable vesting conditions and other restrictions are not met.
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Stock Appreciation Rights
may be granted in connection with Options or other awards, or separately. SARs granted in connection with Options or other awards typically will provide for payments to the holder based upon increases in the price of our Common Stock over a set exercise price. Except with respect to substitute awards, the exercise price of any SAR granted under the 2013 Plan must be at least 100% of the fair market value of a share of our Common Stock on the date of grant. SARs under the 2013 Plan will be settled in cash or shares of our Common Stock, or in a combination of both, at the election of the administrator.
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Dividend Equivalents
represent the value of the dividends, if any, per share paid by the Company, calculated with reference to the number of shares covered by the award. Dividend equivalents may be settled in cash or shares and at such times as determined by the compensation committee or Board, as applicable. If our stockholders approve this proposal, then the Company will be prohibited from paying dividends and dividend equivalents on unearned and unvested awards under the 2013 Plan.
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Stock Payments
may be authorized by the administrator in the form of Common Stock or an Option or other right to purchase Common Stock as part of a deferred compensation or other arrangement in lieu of all or any part of compensation, including bonuses, that would otherwise be payable in cash to the employee, consultant or non-employee director.
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Performance Share Awards
are contractual rights to receive shares of our Common Stock, or the value of a number of shares of our Common Stock in cash, based on the attainment of specified performance goals, in addition to other conditions that may apply to these awards.
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Other Incentive Awards
are awards other than those enumerated in this summary that are denominated in, linked to or derived from shares of our Common Stock or value metrics related to our shares of Common Stock, and may remain forfeitable unless and until specified conditions are met.
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the aggregate number and type of shares subject to the 2013 Plan;
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the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards); and
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the grant or exercise price per share of any outstanding awards under the 2013 Plan.
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to increase the number of shares available under the 2013 Plan (other than in connection with certain corporate events, as described above); or
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to “reprice” any Option or SAR, or cancel any Option or SAR in exchange for cash or another award when the Option or SAR price per share exceeds the fair market value of the underlying share.
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Determinable Benefits to be Awarded Under 2013 Plan
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Name and Position
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Dollar Value of Restricted Shares ($)
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Grants of Restricted Shares (#)
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Talbott Roche, President and Chief Executive Officer
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—
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—
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William Y. Tauscher, Chairman of the Board, Executive Chairman and Former Chief Executive Officer
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—
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—
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Jerry Ulrich, Chief Financial Officer and Chief Administrative Officer
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—
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—
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David C. Tate, Senior Vice President, U.S. Retail
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—
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—
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Kirsten Richesson, General Counsel and Secretary
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—
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—
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Sachin Dhawan, Senior Vice President, Chief Technology Officer
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—
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—
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Christopher C. Crum, Former Senior Vice President, Sales
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—
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—
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Executive Group
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—
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—
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Non-Employee Director Group (1)
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1,540,000
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—
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Non-Executive Officer Employee Group
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—
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—
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(1)
|
Pursuant to our non-employee director compensation program, as revised effective as of January 3, 2016, each non-employee director serving on our Board (i.e., excluding Mr. Tauscher and Ms. Roche) will receive an annual award of restricted shares valued at $140,000 (based on the average market closing price per share of the common stock calculated over the 15-day period ending on the Friday immediately preceding the applicable annual stockholders meeting), which will vest in full on the earlier to occur of the one-year anniversary of the grant date and the date of the annual meeting of our stockholders immediately following the grant date, subject to the director’s continued service through the vesting date. The dollar value disclosed above assumes that each non-employee director, including our director nominees, continues to serve on our Board as of the date of the Annual Meeting.
|
|
|
2013 Plan Equity Grants as of March 1, 2017
|
||||||||||||||
Name and Position
|
|
Stock Option Grants (#)
|
|
Weighted Average Exercise
Price ($)
|
|
Restricted Stock Awards
(#)
|
|
Restricted Stock Units
(#)
|
|
Performance Share Awards (Target #)
|
||||||
Talbott Roche, President and Chief Executive Officer
|
|
235,600
|
|
|
|
$35.37
|
|
|
—
|
|
|
121,650
|
|
|
121,650
|
|
William Y. Tauscher, Chairman of the Board, Executive Chairman and Former Chief Executive Officer
|
|
378,200
|
|
|
|
$35.26
|
|
|
—
|
|
|
140,100
|
|
|
140,100
|
|
Jerry Ulrich, Chief Financial Officer and Chief Administrative Officer
|
|
96,000
|
|
|
|
$34.59
|
|
|
—
|
|
|
43,150
|
|
|
43,150
|
|
David C. Tate, Senior Vice President, U.S. Retail
|
|
72,550
|
|
|
|
$34.55
|
|
|
15,000
|
|
|
36,850
|
|
|
36,850
|
|
Sachin Dhawan, Senior Vice President, Chief Technology Officer
|
|
50,000
|
|
|
|
$32.84
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
Kirsten Richesson, General Counsel and Secretary
|
|
26,250
|
|
|
|
$34.10
|
|
|
—
|
|
|
51,250
|
|
|
—
|
|
Christopher C. Crum, Former Senior Vice President, Sales
|
|
67,100
|
|
|
|
$34.20
|
|
|
—
|
|
|
20,700
|
|
|
20,700
|
|
All current executive officers as a group (6 persons)
|
|
858,600
|
|
|
|
$34.98
|
|
|
15,000
|
|
|
493,000
|
|
|
341,750
|
|
All current non-employee directors as a group (9 persons)
|
|
—
|
|
|
$—
|
|
|
41,250
|
|
|
66,702
|
|
|
—
|
|
|
Anil D. Aggarwal
|
|
—
|
|
|
$—
|
|
|
—
|
|
|
4,207
|
|
|
—
|
|
|
Richard H. Bard
|
|
—
|
|
|
$—
|
|
|
3,750
|
|
|
8,029
|
|
|
—
|
|
|
Thomas Barnds
|
|
—
|
|
|
$—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Stephen A. Burd
|
|
—
|
|
|
$—
|
|
|
7,500
|
|
|
8,029
|
|
|
—
|
|
|
Robert L. Edwards
|
|
—
|
|
|
$—
|
|
|
3,750
|
|
|
10,468
|
|
|
—
|
|
|
Jeffrey H. Fox
|
|
—
|
|
|
$—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Mohan Gyani
|
|
—
|
|
|
$—
|
|
|
7,500
|
|
|
8,029
|
|
|
—
|
|
|
Paul Hazen
|
|
—
|
|
|
$—
|
|
|
7,500
|
|
|
11,882
|
|
|
—
|
|
|
Robert B. Henske
|
|
—
|
|
|
$—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Arun Sarin
|
|
—
|
|
|
$—
|
|
|
7,500
|
|
|
8,029
|
|
|
—
|
|
|
Jane J. Thompson
|
|
—
|
|
|
$—
|
|
|
3,750
|
|
|
8,029
|
|
|
—
|
|
|
Each associate of any such directors, executive officers or nominees
|
|
—
|
|
|
$—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Each other person who received or is to receive 5 percent of such options or rights
|
|
—
|
|
|
$—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
All employees, including all current officers who are not executive officers, as a group
|
|
992,450
|
|
|
|
$34.04
|
|
|
99,600
|
|
|
3,472,613
|
|
|
64,400
|
|
|
|
Beneficial Ownership
(1)
|
||||
5% Stockholders:
|
|
Number of Shares
|
|
Percent of Total
|
||
FMR LLC (2)
245 Summer Street
Boston, MA 02210
|
|
7,789,450
|
|
|
13.97
|
%
|
The Vanguard Group (3)
100 Vanguard Blvd
Malvern, PA 19355
|
|
4,261,796
|
|
|
7.64
|
%
|
BlackRock, Inc. (4)
55 East 52nd Street
New York, NY 10055
|
|
3,354,248
|
|
|
6.02
|
%
|
Standard Life Investments Ltd (5)
One George Street,
Edinburgh EH2 2LL, United Kingdom
|
|
3,265,621
|
|
|
5.86
|
%
|
P2 Capital Partners, LLC (6)
590 Madison Avenue
New York, NY 10022
|
|
3,000,000
|
|
|
5.38
|
%
|
Named Executive Officers and Directors:
|
|
|
|
|
||
Talbott Roche (7)
|
|
459,046
|
|
|
*
|
|
William Y. Tauscher (8)
|
|
1,092,914
|
|
|
1.92
|
%
|
Jerry N. Ulrich (9)
|
|
243,257
|
|
|
*
|
|
David C. Tate (10)
|
|
67,388
|
|
|
*
|
|
Kirsten Richesson (11)
|
|
37,373
|
|
|
*
|
|
Sachin Dhawan (12)
|
|
—
|
|
|
*
|
|
Christopher C. Crum (13)
|
|
33,247
|
|
|
*
|
|
Anil D. Aggarwal (14)
|
|
—
|
|
|
*
|
|
Richard H. Bard (15)
|
|
7,572
|
|
|
*
|
|
Thomas Barnds (16)
|
|
—
|
|
|
*
|
|
Steven A. Burd (17)
|
|
61,486
|
|
|
*
|
|
Robert L. Edwards (18)
|
|
83,262
|
|
|
*
|
|
Mohan Gyani (19)
|
|
15,429
|
|
|
*
|
|
Paul Hazen (20)
|
|
68,075
|
|
|
*
|
|
Arun Sarin (21)
|
|
11,322
|
|
|
*
|
|
Jane J. Thompson (22)
|
|
3,750
|
|
|
*
|
|
All Executive Officers and Directors as a Group (16 persons)
(23)
|
|
2,184,121
|
|
|
3.80
|
%
|
(1)
|
This table is based upon information supplied by executive officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Applicable percentages are based on 55,763,379 shares of our Common Stock outstanding on February 6, 2017, together with applicable Options, RSUs and SARs for such
|
(2)
|
Based on a Schedule 13G/A filed with the SEC on February 14, 2017 by FMR LLC, or FMR. FMR reports having sole voting power over 282,891 shares of Common Stock and sole dispositive power over 7,789,450 shares of Common Stock.
|
(3)
|
Based on Schedule 13G filed with the SEC on February 10, 2017 by The Vanguard Group, or Vanguard. Vanguard reports having sole voting power over 109,089 shares of Common Stock, sole dispositive power over 4,151,869 shares of Common Stock and shared dispositive power over 109,927 shares of Common Stock.
|
(4)
|
Based on a Schedule 13G/A filed with the SEC on January 19, 2017 by BlackRock, Inc., or BlackRock. BlackRock reports having sole voting power over 3,232,560 shares of Common Stock and sole dispositive power over 3,354,248 shares of Common Stock.
|
(5)
|
Based on a Schedule 13G filed with the SEC on February 14, 2017 by Standard Life Investments Ltd., or Standard. Standard reports having sole voting power over 3,265,621 shares of Common Stock and sole dispositive power over 3,265,621 shares of Common Stock.
|
(6)
|
Based on a Schedule 13D filed with the SEC on October 17, 2016 by P2 Capital Partners, LLC, or P2 Capital. P2 Capital reports having shared voting power over 3,000,000 shares of Common Stock and shared dispositive power over 3,000,000 shares of Common Stock.
|
(7)
|
Consists of (i) 143,108 shares of Common Stock held by Talbott Roche as of February 6, 2017; (ii) 247,700 shares issuable upon exercise of Options exercisable within 60 days of February 6, 2017; (iii) 18,238 shares issuable upon vesting of RSUs within 60 days of February 6, 2017; and (iv) 24,773 shares issuable upon exercise of 50,000 SARs exercisable within 60 days of February 6, 2017.
|
(8)
|
Consists of (i) 53,916 shares of Common Stock held by William Y. Tauscher as of February 6, 2017; (ii) 909,898 shares issuable upon exercise of Options exercisable within 60 days of February 6, 2017; (iii) 29,100 shares issuable upon vesting of RSUs within 60 days of February 6, 2017; and (iv) 49,547 shares issuable upon exercise of 100,000 SARs exercisable within 60 days of February 6, 2017.
|
(9)
|
Consists of (i) 45,593 shares of Common Stock held by Jerry N. Ulrich as of February 6, 2017; (ii) 6,000 shares of Common stock held by the Ulrich Family Trust dated November 1, 1996 as Amended and Restated in 2011; (iii) 141,764 shares issuable upon exercise of Options exercisable within 60 days of February 6, 2017; (iv) 7,400 shares issuable upon vesting of RSUs within 60 days of February 6, 2017; and (v) 21,057 shares issuable upon exercise of 42,500 SARs exercisable within 60 days of February 6, 2017.
|
(10)
|
Consists of (i) 22,824 shares of Common Stock held by David C. Tate as of February 6, 2017, of which 3,750 are unvested shares of RSAs; (ii) 29,951 shares issuable upon exercise of Options exercisable within 60 days of February 6, 2017; (iii) 5,613 shares issuable upon vesting of RSUs within 60 days of February 6, 2017; and (iv) 4,459 shares issuable upon exercise of 9,000 SARs exercisable within 60 days of February 6, 2017.
|
(11)
|
Consists of (i) 4,008 shares of Common Stock held by Kirsten Richesson as of February 6, 2017; (ii) 21,289 shares issuable upon exercise of Options exercisable within 60 days of February 6, 2017; (iii) 6,076 shares issuable upon vesting of RSUs within 60 days of February 6, 2017; and (iv) 2,972 shares issuable upon exercise of 6,000 SARs exercisable within 60 days of February 6, 2017.
|
(12)
|
Sachin Dhawan holds no shares of Common Stock as of February 6, 2017, has no shares issuable upon exercise of Options exercisable within 60 days of February 6, 2017, has no shares issuable upon vesting of RSUs within 60 days of February 6, 2017, and has no SARs exercisable within 60 days of February 6, 2017.
|
(13)
|
Consists of (i) 8,733 shares of Common Stock held by Christopher C. Crum as of February 6, 2017, (ii) 18,501 shares issuable upon exercise of Options exercisable within 60 days of February 6, 2017; (iii) 1,513 shares issuable upon vesting of RSUs within 60 days of February 6, 2017; and (iv) 2,229 shares issuable upon exercise of 4,500 SARs exercisable within 60 days of February 6, 2017.
|
(14)
|
Anil D. Aggarwal held no shares of Common Stock as of February 6, 2017.
|
(15)
|
Consists of 7,572 shares of Common Stock held by Richard H. Bard as of February 6, 2017.
|
(16)
|
Mr. Barnds was appointed to the Board on February 13, 2017. He held no shares of Common Stock as of February 6, 2017.
|
(17)
|
Consists of 61,486 shares of Common Stock held by Steven A. Burd as of February 6, 2017.
|
(18)
|
Consists of (i) 52,889 shares of Common Stock held by Robert L. Edwards as of February 6, 2017; and (ii) 30,373 shares of Common stock held by the Edwards Family Trust dated July 30, 2015.
|
(19)
|
Consists of 15,429 shares of Common Stock held by Mohan Gyani as of February 6, 2017.
|
(20)
|
Consists of 68,075 shares of Common Stock held by Paul Hazen as of February 6, 2017.
|
(21)
|
Consists of 11,322 shares of Common Stock held by Arun Sarin as of February 6, 2017.
|
(22)
|
Consists of 3,750 shares of Common Stock held by Jane J. Thompson as of February 6, 2017.
|
(23)
|
Consists of shares beneficially owned by each NEO and director, including the shares described in footnotes 7 through 22 above.
|
Non-employee director:
|
$
|
60,000
|
Chair of Audit Committee:
|
$
|
15,000
|
Chair of Compensation Committee:
|
$
|
10,000
|
Chair of Nominating and Corporate Governance Committee:
|
$
|
8,500
|
Audit Committee Member (for both non-Chair and Chair members):
|
$
|
10,000
|
Compensation Committee Member (for both non-Chair and Chair members):
|
$
|
10,000
|
Nominating and Corporate Governance Committee Member (for both non-Chair and Chair members):
|
$
|
7,500
|
Lead Independent Director:
|
$
|
20,000
|
Name of Director
(1)(2)
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)
(3)(4)
|
|
Total ($)
|
|
Anil D. Aggarwal
|
|
57,335
|
|
140,051
|
|
|
197,386
|
Richard H. Bard
|
|
86,000
|
|
140,051
|
|
|
226,051
|
Steven A. Burd
|
|
69,112
|
|
140,051
|
|
|
209,163
|
Robert L. Edwards (5)(6)
|
|
76
|
|
193,916
|
|
|
193,992
|
Mohan Gyani
|
|
88,389
|
|
140,051
|
|
|
228,440
|
Paul Hazen (5)
|
|
82
|
|
226,021
|
|
|
226,103
|
Lawrence F. Probst III (7)
|
|
36,130
|
|
—
|
|
|
36,130
|
Arun Sarin
|
|
70,000
|
|
140,051
|
|
|
210,051
|
Jane J. Thompson
|
|
70,000
|
|
140,051
|
|
|
210,051
|
(1)
|
Neither Ms. Roche, our President and Chief Executive Officer, nor Mr. Tauscher, our former Chief Executive Officer, is included in this table, as each of them is an employee of the Company and does not receive compensation for his or her services as a director. All compensation paid to Ms. Roche and to Mr. Tauscher in 2016 for services each of them provided to the Company is reflected in the Summary Compensation Table.
|
(2)
|
The aggregate number of unvested RSUs held by each non-employee director listed in this table above as of December 31, 2016, was as follows: 4,207 shares for Mr. Aggarwal, 4,207 shares for Mr. Bard, 4,207 shares for Mr. Burd, 4,207 shares for Mr. Edwards, 4,207 shares for Mr. Gyani, 4,207 shares for Mr. Hazen, 0 shares for Mr. Probst, and 4,207 shares for Mr. Sarin. Ms. Thompson has deferred the settlement of 4,207 shares of Common Stock subject to RSUs granted on June 10, 2016 and 3,822 shares of Common Stock subject to RSUs granted on May 20, 2015.
|
(3)
|
Amounts in this column represent the aggregate grant date fair value of RSUs granted during the fiscal year ended December 31, 2016, calculated in accordance with ASC 718. Assumptions used to calculate the grant date fair value are set forth in Notes 1 and 8 in our Form 10-K filed February 27, 2017.
|
(4)
|
Each non-employee director listed in this table received a grant of RSUs with an aggregate value of $140,000. The value is based on the average market closing price per share of the Common Stock over the period of 15 consecutive trading days ending on the Friday immediately preceding the applicable annual meeting, which was $33.2753 per share.
|
(5)
|
Mr. Edwards and Mr. Hazen elected to receive 100% of their annual retainers in fully vested RSUs during fiscal year 2016.
|
(6)
|
Mr. Edwards was employed by Safeway until its acquisition by Albertsons. Since April 14, 2014, the date of the Spin-Off, Mr. Edwards has been considered a non-employee director and received compensation from us under the Non-Employee Director Compensation Program.
|
(7)
|
Mr. Probst resigned from the Board on June 20, 2016.
|
Name
|
|
Age
|
|
Position/Office Held With the Company
|
Talbott Roche
|
|
50
|
|
President and Chief Executive Officer
|
William Y. Tauscher (1)
|
|
67
|
|
Chairman of the Board, Executive Chairman and Former Chief Executive Officer
|
Jerry N. Ulrich
|
|
62
|
|
Chief Financial Officer and Chief Administrative Officer
|
David C. Tate
|
|
48
|
|
Senior Vice President, U.S. Retail
|
Kirsten Richesson
|
|
47
|
|
General Counsel and Secretary
|
Sachin Dhawan
|
|
42
|
|
Senior Vice President, Chief Technology Officer
|
(1)
|
Mr. Tauscher transitioned from his role as Chief Executive Officer effective February 22, 2016 and continued to serve as Executive Chairman, an executive officer position at the Company.
|
•
|
Talbott Roche, President and Chief Executive Officer;
|
•
|
William Y. Tauscher, Chairman of the Board, Executive Chairman and Former Chief Executive Officer;
|
•
|
Jerry Ulrich, Chief Financial Officer and Chief Administrative Officer;
|
•
|
David C. Tate, Senior Vice President, U.S. Retail;
|
•
|
Kirsten Richesson, General Counsel and Secretary;
|
•
|
Sachin Dhawan, Senior Vice President, Chief Technology Officer; and
|
•
|
Christopher C. Crum, Former Senior Vice President, Sales.
|
•
|
provide our executives with rewards programs that are competitive with those provided by other companies with whom we compete for executive talent, in order to attract, motivate and retain high performance individuals;
|
•
|
link a significant portion of compensation including annual cash-based bonuses to performance-based metrics that reward our executives for the attainment of our financial, operational and strategic goals; and
|
•
|
motivate our executives to improve our long-term performance and align them with stockholders by making equity-based compensation a significant portion of total pay.
|
|
What We Do
|
|
|
What We Don’t Do
|
ü
|
Place a significant percentage of compensation at risk to align pay and performance
|
Χ
|
No employment contracts, except with our current CFO. See a summary of the severance provision in our CFO’s offer letter under the caption “Potential Payments Upon Termination or Change in Control” below
|
|
ü
|
Regularly review share utilization to ensure reasonable dilution levels
|
Χ
|
No excessive severance or change in control benefits, including no single-trigger vesting upon a change in control for Options and stock awards granted after our initial public offering
|
|
ü
|
Grant a portion of long-term equity incentives as performance-based awards
|
Χ
|
No historical repricing of underwater Options
|
|
ü
|
Provide reasonable post-employment/change in control provisions
|
Χ
|
No dividend or dividend equivalents paid on unearned performance awards
|
|
ü
|
Utilize an independent compensation consulting firm
|
Χ
|
No tax gross-ups
|
|
ü
|
Mitigate undue risk in compensation by placing caps on incentive awards
|
Χ
|
No perquisites or supplementary retirement benefits (except frozen benefits with Safeway)
|
|
ü
|
Maintain Clawback, Anti-Hedging and Stock Ownership Policies for executives
|
|
|
Compensation Element
|
|
Objective
|
|
Design Overview
|
|
2016 Outcomes
|
Base Salary
|
|
‒
Provide a stable part of the compensation package; recognize ongoing performance of job responsibilities and provide a degree of financial certainty
|
|
‒
Fixed compensation that is generally aligned with market median for comparable roles
|
|
‒
Provided targeted increases to recognize leadership role transitions, gain better alignment with market and recognize contributions, including:
‒ 15.4% for the new CEO
‒ 0% for the former CEO
‒ 14.2% for the SVP, U.S. Retail with new responsibilities
‒ ~2.5% for all others
|
Annual Performance-Based Cash Compensation (Bonuses)
|
|
‒
Emphasize corporate and individual objectives and provide reward opportunities for our NEOs when key business objectives are met
|
|
‒
Payouts based on Adjusted Pre-Tax Income and U.S. Direct Margin (1)
‒ Target bonuses were reduced to partly offset the expected negative impact from EMV
‒ Maximum payout opportunities, as a percentage of salary, were generally maintained at the same levels as in the prior year and required a challenging 120% of target achievement in order to pay out at this maximum level
|
|
‒
Due to the significant negative impact of EMV, 2016 financial results did not reach threshold performance levels, so no bonuses were paid to NEOs
|
Long-term Equity Incentive Compensation
|
|
‒
Incentivize and reward increases in stockholder value
‒ Link pay to business performance and align the management team with stockholder results
|
|
‒
Ms. Roche and Messrs. Tauscher, Ulrich, Tate, and Crum received a mix of 33% RSUs, 33% Options, and 33% PSAs
‒ 2016 PSAs have three 1-year performance periods with a 3-year cliff vesting. For each performance period, the performance metrics are Adjusted Operating Revenue, Further Adjusted and Adjusted EPS Excluding Cash Tax Benefit (2)
‒ As General Counsel, Ms. Richesson does not receive PSAs. Her mix was 25% Options and 75% RSUs
‒ Mr. Dhawan was hired in 2016 and is not eligible for annual long-term incentive grants until 2018
|
|
‒
2016 share price was lower due to the EMV impact, but is still up approximately 60% since our IPO
‒ PSA program implemented in 2014 and maintained in 2015 and 2016
‒ 0% PSA shares earned for 2016 measurement period given 2016 results that were negatively impacted by EMV, including one-third of the target shares for the 2016 PSA grants, as well as half of the target shares for the 2015 grants
|
401(k) and other benefits also provided to the broader employee population
|
|
‒
Allow for retirement savings in a tax-efficient manner and provide a basic level of protection from health, dental, life and disability risks and provide a degree of financial certainty
|
|
‒
Executive benefits plans align with all other employees, and include 401(k) and health and welfare plans
‒ Severance and change-in-control agreements for senior executives only
|
|
‒
No material changes to benefits plans in 2016
|
(1)
|
Please see the discussion in “⎯
Elements of Compensation
⎯
2016 Bonuses
” in this Proxy Statement for further information regarding Adjusted Pre-Tax Income and U.S. Direct Margin.
|
(2)
|
Please see the discussion in “⎯
Elements of Compensation
⎯
2016 Equity
” in this Proxy Statement for further information regarding Adjusted Operating Revenue, Further Adjusted and Adjusted EPS Excluding Cash Tax Benefit.
|
1.
|
CEO pay mix reflects target compensation for Ms. Roche only. Mr. Tauscher is excluded from the CEO and other NEO pay mix exhibits due to his transitional role as a partial-year CEO, and partial-year Executive Chairman and Head of International and Corporate Development in 2016.
|
•
|
review and update of a peer group of comparable public companies for purposes of determining executive compensation levels;
|
•
|
update of market director compensation practices for purposes of maintaining a competitive Board compensation program;
|
•
|
assessment of cash and equity compensation for the NEOs relative to the peer group;
|
•
|
assessment of total equity usage, dilution rates and equity plan design relative to the peer group and general market practices, including institutional investor best practices;
|
•
|
advice on governance best practices and market trends;
|
•
|
advice on other ad hoc matters related to rewarding top executive talent; and
|
•
|
attendance at each committee meeting, including executive sessions.
|
•
|
represent an appropriate range from a size and scope perspective;
|
•
|
operate in Data Processing & Outsourced Services, Application Software or Consumer Finance industries; and
|
•
|
are talent competitors.
|
Company
|
|
2015 Revenue
(1)(2)
|
|
2016 Revenue
(1)(2)
|
VANTIV INC
|
|
$3,041
|
|
$3,476
|
SABRE CORP
|
|
$2,849
|
|
$3,302
|
GLOBAL PAYMENTS INC
|
|
$2,819
|
|
$3,089
|
TOTAL SYSTEM SERVICES INC
|
|
$2,698
|
|
$3,755
|
AIMIA INC
|
|
$2,487
|
|
$2,333
|
VERIFONE SYSTEMS INC
|
|
$2,000
|
|
$1,992
|
EURONET WORLDWIDE INC
|
|
$1,764
|
|
$1,909
|
FLEETCOR TECHNOLOGIES INC
|
|
$1,649
|
|
$1,747
|
CORELOGIC INC
|
|
$1,483
|
|
$1,869
|
HENRY (JACK) & ASSOCIATES
|
|
$1,276
|
|
$1,378
|
WORKDAY INC
|
|
$1,065
|
|
$1,456
|
CARDTRONICS PLC
|
|
$1,181
|
|
$1,259
|
ACI WORLDWIDE INC
|
|
$1,028
|
|
$972
|
BLACK KNIGHT FINANCIALS SVCS
|
|
$913
|
|
$1,002
|
WEX INC
|
|
$854
|
|
$940
|
|
|
|
|
|
75th Percentile
|
|
$2,593
|
|
$2,711
|
50th Percentile
|
|
$1,649
|
|
$1,869
|
25th Percentile
|
|
$1,123
|
|
$1,318
|
|
|
|
|
|
BLACKHAWK
|
|
$1,704
|
|
$1,876
|
Percentile Rank
|
|
53%
|
|
51%
|
(1)
|
Data presented in the table above are for the four most recently disclosed quarters as of December 31, 2015 and December 31, 2016, respectively, as reported by Standard and Poor’s Research Insight.
|
(2)
|
All dollar amounts are reported in USD millions.
|
Executive Officer
|
|
2015 Base Salary ($)
|
|
2016 Base Salary ($)
|
|
2016 Change in Salary (%)
|
|
2017 Base Salary ($)
|
|
2017 Change in Salary (%)
|
|
|||||||||
Talbott Roche
|
|
$
|
650,000
|
|
|
$
|
750,000
|
|
|
15.4
|
|
%
|
|
$
|
800,000
|
|
|
6.7
|
|
%
|
William Tauscher
|
|
825,000
|
|
|
825,000
|
|
|
—
|
|
%
|
|
650,000
|
|
|
-21.2
|
|
%
|
|||
Jerry Ulrich
|
|
450,000
|
|
|
461,250
|
|
|
2.5
|
|
%
|
|
461,250
|
|
|
—
|
|
%
|
|||
David C. Tate
|
|
350,200
|
|
|
400,000
|
|
|
14.2
|
|
%
|
|
425,000
|
|
|
6.2
|
|
%
|
|||
Kirsten Richesson
|
|
300,000
|
|
|
307,500
|
|
|
2.5
|
|
%
|
|
325,930
|
|
|
6.0
|
|
%
|
|||
Sachin Dhawan
|
|
N/A
|
|
|
425,000
|
|
|
N/A
|
|
%
|
|
425,000
|
|
|
—
|
|
%
|
|||
Christopher C. Crum
|
|
350,200
|
|
|
358,955
|
|
|
2.6
|
|
%
|
|
N/A (1)
|
|
|
N/A
|
|
%
|
(1)
|
Mr. Crum departed from the Company in September 2016, and therefore the 2017 base salary is not applicable to him.
|
|
|
Metrics
|
||||
|
Adjusted
Pre‑Tax Income
(1)
|
|
|
|
U.S. Direct
Margin
(2)
|
|
|
|
Provides strong line of sight to both growth and expense management
|
|
|
|
Measures efficiency and effectiveness of efforts to grow business
|
Executive
|
|
Weightings
|
||||
William Y. Tauscher
|
|
100%
|
|
|
|
—%
|
Talbott Roche
|
|
100%
|
|
|
|
—%
|
Jerry Ulrich
|
|
100%
|
|
|
|
—%
|
David C. Tate
|
|
50%
|
|
|
|
50%
|
Kirsten Richesson
|
|
75%
|
|
|
|
—% (3)
|
Sachin Dhawan
|
|
100%
|
|
|
|
—%
|
Christopher C. Crum
|
|
50%
|
|
|
|
50%
|
(1)
|
“Adjusted Pre-Tax Income” means pre-tax income, excluding any credit or expense taken for distribution partner mark-to-market expense, stock-based compensation expense, warrant amortization, interest income and expense, change in fair value of contingent consideration, amortization of intangible assets, corporate acquisitions (unless an acquisition was specifically included in the annual operating plan target) and certain other non-cash and cash expenses that we believe are not indicative of our core operating performance.
|
(2)
|
“U.S. Direct Margin” is defined as product revenue minus directly attributable costs for U.S. business and excludes any mark-to-market of equity instruments held by distribution partners.
|
(3)
|
The remainder of weighting for Ms. Richesson is on management business objectives aligned with her specific business areas.
|
|
|
Threshold
(90% of Target Performance)
|
|
Target
(100% of Target Performance)
|
|
Maximum
(120% of Target Performance)
|
Named Executive Officer
|
|
Bonus
(% of Salary) |
|
Bonus
(% of Salary) |
|
Bonus
(% of Salary) |
Talbott Roche
|
|
50%
|
|
85%
|
|
150%
|
William Y. Tauscher
|
|
50%
|
|
65%
|
|
150%
|
Jerry Ulrich
|
|
50%
|
|
65%
|
|
130%
|
David C. Tate
|
|
50%
|
|
65%
|
|
130%
|
Kirsten Richesson
|
|
25%
|
|
32.5%
|
|
65%
|
Sachin Dhawan
|
|
50%
|
|
80%
|
|
120%
|
Christopher C. Crum
|
|
50%
|
|
65%
|
|
130%
|
Executive
Officer |
|
2016 Bonus Eligible Earnings
($)
|
|
Target
Bonus (%) |
|
Target
Bonus ($) |
|
Adjusted Pre-Tax Income
|
|
U.S Direct Margin
|
|
|
|
|
||||||||||||||||||
|
|
|
Attainment
(% of Target)
|
|
Payout
(% of Target) |
|
Weighting
|
|
Attainment (% of Target)
|
|
Payout
(% of Target) |
|
Weighting
|
|
Payout
($) |
|
Payout
(% of Target) |
|||||||||||||||
Talbott Roche
|
|
732,692
|
|
|
85
|
%
|
|
622,789
|
|
|
66.8
|
%
|
|
—
|
%
|
|
100%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
William Y. Tauscher
|
|
825,000
|
|
|
65
|
%
|
|
536,250
|
|
|
66.8
|
%
|
|
—
|
%
|
|
100%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Jerry Ulrich
|
|
459,303
|
|
|
65
|
%
|
|
298,547
|
|
|
66.8
|
%
|
|
—
|
%
|
|
100%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
David C. Tate
|
|
390,034
|
|
|
65
|
%
|
|
253,522
|
|
|
66.8
|
%
|
|
—
|
%
|
|
50%
|
|
80.6
|
%
|
|
—
|
%
|
|
50
|
%
|
|
—
|
|
|
—
|
%
|
Kirsten Richesson
|
|
306,202
|
|
|
32.5
|
%
|
|
99,516
|
|
|
66.8
|
%
|
|
—
|
%
|
|
75%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Sachin Dhawan
|
|
219,039
|
|
|
80
|
%
|
|
175,231
|
|
|
66.8
|
%
|
|
—
|
%
|
|
100%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Christopher C. Crum
|
|
—
|
|
|
65
|
%
|
|
—
|
|
|
66.8
|
%
|
|
—
|
%
|
|
50%
|
|
80.6
|
%
|
|
—
|
%
|
|
50
|
%
|
|
—
|
|
|
—
|
%
|
Named Executive Officer
|
|
2016
Stock Option
Grants
|
|
2016
Restricted Stock Unit Grants
|
|
2016
Performance Share Award Grants (Target)
|
|
Talbott Roche
|
|
97,500
|
|
30,850
|
|
30,850
|
|
William Y. Tauscher
|
|
97,500
|
|
30,850
|
|
30,850
|
|
Jerry Ulrich
|
|
29,350
|
|
9,300
|
|
9,300
|
|
David C. Tate
|
|
26,650
|
|
8,450
|
|
8,450
|
|
Kirsten Richesson
|
|
8,350
|
|
7,950
|
|
—
|
|
Sachin Dhawan
|
|
50,000
|
|
100,000
|
|
—
|
|
Christopher C. Crum
|
|
21,200
|
|
6,700
|
|
6,700
|
|
|
|
Executive Officer Eligibility for 2016 Performance Shares
|
|||||||
Named Executive Officer
|
|
Threshold Number of Performance Shares
|
|
Target Number of Performance Shares
|
|
Maximum Number of Performance Shares
|
|||
William Y. Tauscher
|
|
15,425
|
|
|
30,850
|
|
|
61,700
|
|
Talbott Roche
|
|
15,425
|
|
|
30,850
|
|
|
61,700
|
|
Jerry Ulrich
|
|
4,650
|
|
|
9,300
|
|
|
18,600
|
|
David C. Tate
|
|
4,225
|
|
|
8,450
|
|
|
16,900
|
|
Kirsten Richesson
|
|
—
|
|
|
—
|
|
|
—
|
|
Sachin Dhawan
|
|
—
|
|
|
—
|
|
|
—
|
|
Christopher C. Crum
|
|
3,350
|
|
|
6,700
|
|
|
13,400
|
|
Named Executive Officer
|
|
Number of Earned 2015-2016 Performance Shares
(1/2 of target shares) |
|
Number of Earned 2016‑2018 Performance Shares
(1/3 of target shares)
|
William Y. Tauscher
|
|
0
|
|
0
|
Talbott Roche
|
|
0
|
|
0
|
Jerry Ulrich
|
|
0
|
|
0
|
David C. Tate
|
|
0
|
|
0
|
Kirsten Richesson
|
|
N/A
|
|
N/A
|
Sachin Dhawan
|
|
N/A
|
|
N/A
|
Christopher C. Crum
|
|
0
|
|
0
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($)
(3)
|
|
Option
Awards
($)
(3)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension and
Non-qualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
($)
(6)
|
|
Total ($)
|
|||||
Talbott Roche
President and Chief Executive Officer
|
|
2016
|
|
$
|
736,539
|
|
|
2,397,045
|
|
|
1,199,143
|
|
—
|
|
|
—
|
|
(5)
|
6,258
|
|
4,338,985
|
|
2015
|
|
636,538
|
|
|
1,650,442
|
|
|
920,329
|
|
582,963
|
|
|
—
|
|
(5)
|
21,754
|
|
3,812,026
|
||
|
2014
|
|
550,000
|
|
|
1,347,192
|
|
|
576,515
|
|
443,437
|
|
|
30,672
|
|
(5)
|
17,468
|
|
2,965,284
|
||
William Y. Tauscher
Chairman of the Board, Executive Chairman and Former Chief Executive Officer
|
|
2016
|
|
825,000
|
|
|
2,397,045
|
|
|
1,199,143
|
|
—
|
|
|
—
|
|
(5)
|
9,720
|
|
4,430,908
|
|
|
2015
|
|
819,292
|
|
|
3,950,110
|
|
|
2,202,787
|
|
863,938
|
|
|
—
|
|
(5)
|
42,027
|
|
7,878,154
|
||
|
2014
|
|
775,981
|
|
|
2,248,528
|
|
|
964,057
|
|
795,380
|
|
|
1,533
|
|
(5)
|
21,041
|
|
4,806,520
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Jerry Ulrich
Chief Financial Officer and Chief Administrative Officer
|
|
2016
|
|
459,736
|
|
|
722,610
|
|
|
360,973
|
|
—
|
|
|
—
|
|
|
7,971
|
|
1,551.290
|
|
|
2015
|
|
443,269
|
|
|
770,467
|
|
|
430,154
|
|
372,702
|
|
|
—
|
|
|
20,841
|
|
2,037,433
|
||
|
2014
|
|
393,990
|
|
|
670,388
|
|
|
287,006
|
|
323,072
|
|
|
8,190
|
|
(5)
|
22,735
|
|
1,705,381
|
||
David C. Tate
Senior Vice President, U.S. Retail
|
|
2016
|
|
393,296
|
|
|
656,565
|
|
|
327,766
|
|
—
|
|
|
—
|
|
(5)
|
4,343
|
|
1,381,970
|
|
|
2015
|
|
347,480
|
|
|
473,231
|
|
|
263,427
|
|
287,972
|
|
|
—
|
|
(5)
|
8,143
|
|
1,380,253
|
||
|
2014
|
|
340,000
|
|
|
510,008
|
|
|
218,175
|
|
274,125
|
|
|
14,053
|
|
(5)
|
8,737
|
|
1,365,098
|
||
Kirsten Richesson
General Counsel and Secretary
|
|
2016
|
|
306,491
|
|
|
308,858
|
|
|
102,696
|
|
—
|
|
|
—
|
|
(5)
|
7,209
|
|
725,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sachin Dhawan
(1)
Senior Vice President, Chief Technology Officer
|
|
2016
|
|
235,385
|
|
|
3,284,000
|
|
|
517,045
|
|
—
|
|
|
—
|
|
(5)
|
202,758
|
|
4,239,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Christopher C. Crum
(2)
Former Senior Vice President, Sales
|
|
2016
|
|
269,418
|
|
|
520,590
|
|
(4)
|
260,737
|
(4)
|
—
|
|
|
—
|
|
(5)
|
436,821
|
|
1,248,231
|
|
|
2015
|
|
348,827
|
|
|
473,231
|
|
|
263,427
|
|
284,789
|
|
|
—
|
|
(5)
|
7,262
|
|
1,377,536
|
||
|
2014
|
|
340,000
|
|
|
510,008
|
|
|
218,175
|
|
274,125
|
|
|
—
|
|
(5)
|
7,089
|
|
1,349,397
|
(1)
|
Mr. Dhawan joined the Company in June 2016.
|
(2)
|
Mr. Crum separated service with the Company in September 2016.
|
(3)
|
Amounts reflect the full grant-date fair value of Options, RSUs and PSAs granted during 2016 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all of these awards in Notes 1 and 8 to our financial statements included in our Form 10-K filed February 27, 2017. In addition, the maximum potential value of the PSAs granted to Ms. Roche and Messrs. Tauscher, Ulrich, Tate and Crum was $2,397,045, $2,397,045, $722,610, $656,565 and $520,590, respectively, assuming the Company achieved the maximum goal for each performance criteria. Ms. Richesson and Mr. Dhawan were not eligible and did not receive any PSA grants in 2016.
|
(4)
|
Includes the grant date fair value as of February 22, 2016 for an option to purchase 21,200 shares of common stock, a RSU grant of 6,700 shares and a performance stock award of 6,700 shares (at target), all of which were subsequently canceled upon Mr. Crum’s separation from service with the Company; also includes the incremental fair value attributable to the acceleration of vesting of 7,155 performance shares pursuant to the terms of Mr. Crum’s separation agreement with the Company.
|
(5)
|
Amounts represent change in pension value under the Employee Retirement Plan of Safeway Inc. and its Domestic Subsidiaries and the Safeway Retirement Restoration Plans I and II and nonqualified deferred compensation earnings under the Safeway Executive Deferred Compensation Plans I and II. We are no longer part of the same consolidated group as Safeway as of April 14, 2014. Therefore, no accruals or earnings under the Safeway plans are included for 2015 or 2016.
|
(6)
|
For 2016, the amounts shown for all of the NEOs included the Company’s matching contributions to the Blackhawk Network 401(k) Plan and the life insurance premiums paid by the Company on behalf of them. In addition, for Mr. Crum, $191,648 relates to severance payments made to him pursuant to his separation agreement, consisting of cash payments of $179,478 and $12,170 for COBRA payments. In addition, 7,155 shares earned but not yet vested under a 2014 Performance Stock Award with a fair value of $239,335 were released following Mr. Crum’s termination. For Mr. Dhawan, the amount shown included a signing bonus of $200,000 for 2016.
|
Name
|
|
Grant
Date
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
All Other Option Awards: Number of Securities Underlying Option (#)
|
|
Exercise or Base Price of Option Awards Per Share ($)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
(3)
|
||||||||||||||||||||
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold(#)
|
|
Target
(#)
|
|
Maximum(#)
|
|
|
|
|
|
|
|
|
|||||||||||||||
Talbott Roche
|
|
2/22/2016
|
|
|
$375,000
|
|
|
|
$637,500
|
|
|
|
$1,125,000
|
|
|
15,425
|
|
|
30,850
|
|
|
61,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,198,523
|
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,850
|
|
|
—
|
|
|
—
|
|
|
1,198,523
|
|||
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,500
|
|
|
38.85
|
|
|
1,199,143
|
|||
William Y. Tauscher
|
|
2/22/2016
|
|
|
$412,500
|
|
|
|
$536,250
|
|
|
|
$1,237,500
|
|
|
15,425
|
|
|
30,850
|
|
|
61,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,198,523
|
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,850
|
|
|
—
|
|
|
—
|
|
|
1,198,523
|
|||
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,500
|
|
|
38.85
|
|
|
1,199,143
|
|||
Jerry Ulrich
|
|
2/22/2016
|
|
|
$230,625
|
|
|
|
$299,813
|
|
|
|
$599,625
|
|
|
4,650
|
|
|
9,300
|
|
|
18,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361,305
|
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,300
|
|
|
—
|
|
|
—
|
|
|
361,305
|
|||
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,350
|
|
|
38.85
|
|
|
360,972
|
|||
David C. Tate
|
|
2/22/2016
|
|
|
$200,000
|
|
|
|
$260,000
|
|
|
|
$520,000
|
|
|
4,225
|
|
|
8,450
|
|
|
16,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
328,283
|
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,450
|
|
|
—
|
|
|
—
|
|
|
328,283
|
|||
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,650
|
|
|
38.85
|
|
|
327,766
|
|||
Kirsten Richesson
|
|
2/22/2016
|
|
|
$76,875
|
|
|
|
$99,938
|
|
|
|
$199,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,950
|
|
|
—
|
|
|
—
|
|
|
308,858
|
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,350
|
|
|
38.85
|
|
|
102,696
|
|||
Sachin Dhawan
|
|
6/14/2016
|
|
|
$212,500
|
|
|
|
$340,000
|
|
|
|
$510,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
3,284,000
|
|
|
6/14/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
32.84
|
|
|
517,045
|
|||
Christopher C. Crum
|
|
2/22/2016
|
|
|
$179,478
|
|
|
|
$233,321
|
|
|
|
$466,642
|
|
|
3,350
|
|
|
6,700
|
|
|
13,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260,295
|
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
|
—
|
|
|
—
|
|
|
260,295
|
|||
|
|
2/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,200
|
|
|
38.85
|
|
|
260,737
|
(1)
|
Amounts shown in these columns represent each NEO’s non-discretionary incentive bonus opportunity under our 2016 Bonus Plan. The “Target” amount represents the NEO’s target bonus if the performance goals under the 2016 Bonus Plan were achieved at the target levels, and the “Threshold” and “Maximum” amounts represent the NEO’s minimum and maximum bonuses, respectively, if the performance goals under the 2016 Bonus Plan were achieved at the minimum or the maximum levels.
|
(2)
|
The PSAs were awarded in 2016 for the performance periods covering our 2016, 2017 and 2018 fiscal years with one third of the granted shares to be awarded in each year. The “Threshold” number of shares represents 50% of the target number of performance shares granted, which is the number of shares that would be earned based on achieving the minimum performance goals. The “Target” number of shares represents 100% of the
|
(3)
|
Amounts reflect the full grant-date fair value of Options, RSUs and PSAs granted during 2016 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all of these awards in Notes 1 and 8 to our financial statements included in our Form 10-K filed February 27, 2017.
|
|
|
Option Awards
(1)
|
|
Stock Awards
(1)
|
||||||||||||||||||
Name
|
|
Grant Date
(2)
|
|
Number of Securities Underlying Unexercised Options Exercisable(#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable(#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value Shares That Have Not Vested ($)
(3)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||
Talbott Roche
|
|
12/6/2010
|
|
50,000
|
|
|
—
|
|
|
14.93
|
|
12/6/2017
|
|
|
|
|
|
|
|
|
||
|
|
10/18/2011 (11)
|
|
22,000
|
|
|
—
|
|
|
21.03
|
|
10/18/2018
|
|
|
|
|
|
|
|
|
||
|
|
5/14/2012 (5)
|
|
40,000
|
|
|
10,000
|
|
|
18.49
|
|
5/14/2019
|
|
|
|
|
|
|
|
|
||
|
|
3/26/2013 (6)
|
|
48,750
|
|
|
16,250
|
|
|
20.00
|
|
3/26/2020
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (6)
|
|
34,550
|
|
|
34,550
|
|
|
26.73
|
|
3/12/2021
|
|
|
|
|
|
|
|
|
||
|
|
2/23/2015 (6)
|
|
17,250
|
|
|
51,750
|
|
|
39.11
|
|
2/23/2022
|
|
|
|
|
|
|
|
|
||
|
|
2/22/2016 (6)
|
|
—
|
|
|
97,500
|
|
|
38.85
|
|
2/22/2023
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (8)
|
|
|
|
|
|
|
|
|
|
10,500
|
|
|
395,588
|
|
|
|
|
|||
|
|
2/23/2015 (8)
|
|
|
|
|
|
|
|
|
|
15,825
|
|
596,207
|
|
|
|
|
||||
|
|
2/22/2016 (8)
|
|
|
|
|
|
|
|
|
|
30,850
|
|
1,162,274
|
|
|
|
|
||||
|
|
3/12/2014 (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,800
|
|
|
1,424,115
|
|||
|
|
2/23/2015 (10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,825
|
|
596,207
|
||||
William Y. Tauscher
|
|
3/9/2010
|
|
178,784
|
|
|
—
|
|
|
13.63
|
|
3/9/2017
|
|
|
|
|
|
|
|
|
||
|
|
3/14/2011 (4)
|
|
375,000
|
|
|
—
|
|
|
17.53
|
|
3/14/2018
|
|
|
|
|
|
|
|
|
||
|
|
5/14/2012 (5)
|
|
80,000
|
|
|
20,000
|
|
|
18.49
|
|
5/14/2019
|
|
|
|
|
|
|
|
|
||
|
|
3/11/2013 (6)
|
|
121,875
|
|
|
40,625
|
|
|
20.00
|
|
3/11/2020
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (6)
|
|
57,776
|
|
|
57,774
|
|
|
26.73
|
|
3/12/2021
|
|
|
|
|
|
|
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
(1)
|
||||||||||||||||||
Name
|
|
Grant Date
(2)
|
|
Number of Securities Underlying Unexercised Options Exercisable(#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable(#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value Shares That Have Not Vested ($)
(3)
|
|
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 ($)
|
||||
|
|
2/23/2015 (6)
|
|
41,288
|
|
|
123,862
|
|
|
39.11
|
|
2/23/2022
|
|
|
|
|
|
|
|
|
||
|
|
2/22/2016 (6)
|
|
—
|
|
|
97,500
|
|
|
38.85
|
|
2/22/2023
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (8)
|
|
|
|
|
|
|
|
|
|
17,524
|
|
660,217
|
|
|
|
|
||||
|
|
2/23/2015 (8)
|
|
|
|
|
|
|
|
|
|
37,875
|
|
1,426,941
|
|
|
|
|
||||
|
|
2/22/2016 (8)
|
|
|
|
|
|
|
|
|
|
30,850
|
|
1,162,274
|
|
|
|
|
||||
|
|
3/12/2014 (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,090
|
|
2,376,916
|
||||
|
|
2/23/2015 (10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,875
|
|
1,426,941
|
||||
Jerry Ulrich
|
|
3/9/2010
|
|
17,500
|
|
|
—
|
|
|
13.63
|
|
3/9/2017
|
|
|
|
|
|
|
|
|
||
|
|
10/18/2011 (11)
|
|
20,000
|
|
|
—
|
|
|
21.03
|
|
10/18/2018
|
|
|
|
|
|
|
|
|
||
|
|
5/14/2012 (5)
|
|
34,000
|
|
|
8,500
|
|
|
18.49
|
|
5/14/2019
|
|
|
|
|
|
|
|
|
||
|
|
3/26/2013 (6)
|
|
41,250
|
|
|
13,750
|
|
|
20.00
|
|
3/26/2020
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (6)
|
|
17,200
|
|
|
17,200
|
|
|
26.73
|
|
3/12/2021
|
|
|
|
|
|
|
|
|
||
|
|
2/23/2015 (6)
|
|
8,063
|
|
|
24,187
|
|
|
39.11
|
|
2/23/2022
|
|
|
|
|
|
|
|
|
||
|
|
2/22/2016 (6)
|
|
—
|
|
|
29,350
|
|
|
38.85
|
|
2/22/2023
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (8)
|
|
|
|
|
|
|
|
|
|
5,224
|
|
196,814
|
|
|
|
|
||||
|
|
2/23/2015 (8)
|
|
|
|
|
|
|
|
|
|
7,387
|
|
278,305
|
|
|
|
|
||||
|
|
2/22/2016 (8)
|
|
|
|
|
|
|
|
|
|
9,300
|
|
350,378
|
|
|
|
|
||||
|
|
3/12/2014 (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,810
|
|
708,667
|
||||
|
|
2/23/2015 (10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,388
|
|
278,343
|
||||
David C. Tate
|
|
5/14/2012 (5)
|
|
4,500
|
|
|
4,500
|
|
|
18.49
|
|
5/14/2019
|
|
|
|
|
|
|
|
|
||
|
|
3/26/2013 (6)
|
|
—
|
|
|
6,875
|
|
|
20.00
|
|
3/26/2020
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (6)
|
|
—
|
|
|
13,074
|
|
|
26.73
|
|
3/12/2021
|
|
|
|
|
|
|
|
|
||
|
|
2/23/2015 (6)
|
|
4,938
|
|
|
14,812
|
|
|
39.11
|
|
2/23/2022
|
|
|
|
|
|
|
|
|
||
|
|
2/22/2016 (6)
|
|
—
|
|
|
26,650
|
|
|
38.85
|
|
2/22/2023
|
|
|
|
|
|
|
|
|
||
|
|
8/21/2013 (7)
|
|
|
|
|
|
|
|
|
|
3,750
|
|
141,281
|
|
|
|
|
||||
|
|
3/12/2014 (8)
|
|
|
|
|
|
|
|
|
|
3,974
|
|
149,720
|
|
|
|
|
||||
|
|
2/23/2015 (8)
|
|
|
|
|
|
|
|
|
|
4,537
|
|
170,931
|
|
|
|
|
||||
|
|
2/22/2016 (8)
|
|
|
|
|
|
|
|
|
|
8,450
|
|
318,354
|
|
|
|
|
||||
|
|
3/12/2014 (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,310
|
|
539,129
|
||||
|
|
2/23/2015 (10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,538
|
|
170,969
|
||||
Kirsten Richesson
|
|
10/18/2011 (12)
|
|
1,500
|
|
|
—
|
|
|
21.03
|
|
10/18/2018
|
|
|
|
|
|
|
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
(1)
|
||||||||||||||||||
Name
|
|
Grant Date
(2)
|
|
Number of Securities Underlying Unexercised Options Exercisable(#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable(#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value Shares That Have Not Vested ($)
(3)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||
|
|
5/14/2012 (5)
|
|
3,000
|
|
|
3,000
|
|
|
18.49
|
|
5/14/2019
|
|
|
|
|
|
|
|
|
||
|
|
3/26/2013 (6)
|
|
4,375
|
|
|
4,375
|
|
|
20.00
|
|
3/26/2020
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (6)
|
|
2,613
|
|
|
5,224
|
|
|
26.73
|
|
3/12/2021
|
|
|
|
|
|
|
|
|
||
|
|
2/23/2015 (6)
|
|
1,863
|
|
|
5,587
|
|
|
39.11
|
|
2/23/2022
|
|
|
|
|
|
|
|
|
||
|
|
2/22/2016 (6)
|
|
—
|
|
|
8,350
|
|
|
38.85
|
|
2/22/2023
|
|
|
|
|
|
|
|
|
||
|
|
3/12/2014 (8)
|
|
|
|
|
|
|
|
|
|
4,750
|
|
178,956
|
|
|
|
|
||||
|
|
2/23/2015 (8)
|
|
|
|
|
|
|
|
|
|
5,137
|
|
193,536
|
|
|
|
|
||||
|
|
8/12/2015 (13)
|
|
|
|
|
|
|
|
|
|
7,500
|
|
282,563
|
|
|
|
|
||||
|
|
2/22/2016 (8)
|
|
|
|
|
|
|
|
|
|
7,950
|
|
299,516
|
|
|
|
|
||||
Sachin Dhawan
|
|
6/14/2016 (6)
|
|
—
|
|
|
50,000
|
|
|
32.84
|
|
6/14/2023
|
|
|
|
|
|
|
|
|
||
|
|
6/14/216 (8)
|
|
|
|
|
|
|
|
|
|
100,000
|
|
3,767,500
|
|
|
|
|
||||
Christopher C. Crum
|
|
10/18/2011 (11)
|
|
3,000
|
|
|
—
|
|
|
21.03
|
|
10/18/2018
|
|
|
|
|
|
|
|
|
||
|
|
5/14/2012 (5)
|
|
4,500
|
|
|
—
|
|
|
18.49
|
|
5/14/2019
|
|
|
|
|
|
|
|
|
||
|
|
3/26/2013 (6)
|
|
5,625
|
|
|
—
|
|
|
20.00
|
|
3/26/2020
|
|
|
|
|
|
|
|
|
||
|
|
2/23/2015 (6)
|
|
4,938
|
|
|
14,812
|
|
|
39.11
|
|
2/23/2022
|
|
|
|
|
|
|
|
|
||
|
|
2/23/2015 (8)
|
|
|
|
|
|
|
|
|
|
4,537
|
|
170,931
|
|
|
|
|
||||
|
|
2/23/2015 (10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,538
|
|
170,969
|
(1)
|
Each Option or SAR granted prior to our initial public offering in April 2013 was pursuant to our 2007 Plan, and each RSA and RSU granted prior to our initial public offering was pursuant to our 2006 Plan. Each award granted after to our initial public offering in April 2013 was pursuant to our 2013 Plan.
|
(2)
|
Unless otherwise noted, each Option, SAR, RSA and RSU vests as to 20% of the shares subject to the award on each of the first, second, third, fourth and fifth anniversaries of the grant date.
|
(3)
|
The market value of shares of stock that have not vested is calculated based on the fair market value of Common Stock of $37.67 per share which is the closing price of Common Stock on December 30, 2016, the last trading day of the 2016 fiscal year.
|
(4)
|
This Option vested as to 20% of the shares subject to the option on the first through fifth anniversary of August 12, 2010.
|
(5)
|
This SAR will vest as to 20% of the shares subject to the SAR on the first through fifth anniversaries of March 14, 2012.
|
(6)
|
This Option vests as to 25% of the shares subject to the option on each of the first, second, third and fourth anniversaries of the grant date.
|
(7)
|
This RSA vests as to 25% of the shares subject to the award on the first, second, third and fourth anniversaries of June 3, 2013.
|
(8)
|
These RSUs vest as to 25% of the shares subject to the award on each of the first, second, third and fourth anniversaries of the grant date.
|
(9)
|
Represents performance shares earned but not yet vested. Earned performance shares will vest in full on January 3, 2017, subject to the executive’s continued service.
|
(10)
|
Represents performance shares earned but not yet vested. Earned performance shares will vest in full on January 4, 2018, subject to the executive’s continued service.
|
(11)
|
This Option vests as to 20% of the shares subject to the award on each of the first, second, third, fourth and fifth anniversaries of March 14, 2011.
|
(12)
|
This Option vested as to 20% of the shares subject to the option on the first through fifth anniversary of March 14, 2011.
|
(13)
|
This RSU vests as to 25% of the shares subject to the award on the first, second, third and fourth anniversaries of August 1, 2015.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of
Shares
Acquired on
Exercise (#)
|
|
Value Realized
on Exercise
($) (1)
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value
Realized on
Vesting
($) (2)
|
||||||
Talbott Roche
|
|
21,250
|
|
|
|
455,495
|
|
|
10,525
|
|
|
|
377,845
|
|
William Y. Tauscher
|
|
50,000
|
|
|
1,011,248
|
|
|
21,388
|
|
|
775,427
|
|
||
Jerry Ulrich
|
|
—
|
|
|
—
|
|
|
5,076
|
|
|
181,904
|
|
||
David C. Tate
|
|
22,451
|
|
|
277,580
|
|
|
7,251
|
|
|
256,046
|
|
||
Kirsten Richesson
|
|
—
|
|
|
—
|
|
|
6,588
|
|
|
232,168
|
|
||
Sachin Dhawan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Christopher C. Crum
|
|
6,538
|
|
|
62,277
|
|
|
10,656
|
|
|
364,056
|
|
(1)
|
Represents the difference between the market price of the underlying shares at exercise and the exercise price of the Option.
|
(2)
|
Represents the market price of an underlying share of Common Stock on the vesting date multiplied by the number of shares that have vested.
|
Name
|
|
Executive
Contributions in FY2016 ($) |
|
Registrant
Contributions in Last FY ($) |
|
Aggregate
Earnings in FY2016 ($) |
|
Aggregate
Withdrawals/ Distributions ($) |
|
|
Aggregate
Balance in FY2016 ($) (1) |
|||
Talbott Roche
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|||
William Y. Tauscher
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|||
Jerry Ulrich
|
|
$45,930
|
|
—
|
|
$1,283
|
|
—
|
|
|
$47,213
|
|||
David C. Tate
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|||
Kirsten Richesson
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|||
Sachin Dhawan
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|||
Christopher C. Crum
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
(1)
|
The amounts reported as executive contributions represent compensation already included in the amounts of the Summary Compensation Table, with the exception of earnings on contributions, as such earnings are not considered at above-market rates or preferential earnings on compensation that is deferred.
|
•
|
an amount equal to the product of (i) two (Ms. Roche and Mr. Tauscher), or one and one-half (Messrs. Ulrich, Tate, Dhawan and Crum and Ms. Richesson ), multiplied by (ii) the sum of the executive’s base salary and target annual cash bonus opportunity for the fiscal year of termination, payable in substantially equal installments, in accordance with the Company’s normal payroll procedures, over the 24-month period (Ms. Roche and Mr. Tauscher) or 18-month period (Messrs. Ulrich, Tate, Dhawan and Crum and Ms. Richesson) following the termination date;
|
•
|
an additional lump sum payment equal to a prorated portion of the executive’s target annual cash bonus opportunity for time served during the fiscal year of termination;
|
•
|
payment or reimbursement of COBRA premiums through the earlier of the end of the applicable COBRA period or the date on which the executive becomes eligible for other health care coverage; and
|
•
|
full accelerated vesting of the executive’s time-based equity awards and accelerated vesting of the executive’s performance-based equity awards with respect to 100% of the “target” number of shares subject to such performance-based equity awards.
|
Name
|
|
Change in Control (No Termination) ($)
(2)
|
|
Non-Change in Control Severance (except Retirement, Death or Disability)($)
|
|
|
Change in Control Severance
($)
(4)
|
|
Death
($)
|
|
|
Disability
($)
(5)
|
|
Retirement ($)
|
|
|||||||
Talbott Roche
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
$—
|
|
|
$—
|
|
|
|
|
$2,718,751
|
|
|
$—
|
|
|
|
$—
|
|
|
$—
|
|
|
Continued Healthcare
|
|
—
|
|
|
—
|
|
|
|
26,853
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Accelerated Vesting
|
|
479,059
|
|
|
—
|
|
|
|
5,806,423
|
|
|
1,192,414
|
|
(5)
|
|
1,192,414
|
|
|
—
|
|
(5)
|
|
Total
|
|
479,059
|
|
|
—
|
|
|
|
8,552,027
|
|
|
1,192,414
|
|
|
|
1,192,414
|
|
|
—
|
|
|
|
William Y. Tauscher
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
—
|
|
|
—
|
|
|
|
3,258,750
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Continued Healthcare
|
|
—
|
|
|
—
|
|
|
|
37,300
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Accelerated Vesting
|
|
1,101,727
|
|
|
—
|
|
|
|
9,562,174
|
|
|
2,853,881
|
|
(5)
|
|
2,853,881
|
|
|
2,853,881
|
|
(5)
|
Name
|
|
Change in Control (No Termination) ($)
(2)
|
|
Non-Change in Control Severance (except Retirement, Death or Disability)($)
|
|
|
Change in Control Severance
($)
(4)
|
|
Death
($)
|
|
|
Disability
($)
(5)
|
|
Retirement ($)
|
|
|||||||
Total
|
|
1,101,727
|
|
|
—
|
|
|
|
12,858,224
|
|
|
2,853,881
|
|
|
|
2,853,881
|
|
|
2,853,881
|
|
|
|
Jerry N. Ulrich
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
—
|
|
|
461,250
|
|
(3)
|
|
1,441,407
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Continued Healthcare
|
|
—
|
|
|
—
|
|
|
|
37,300
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Accelerated Vesting
|
|
406,095
|
|
|
—
|
|
|
|
2,640,403
|
|
|
556,629
|
|
(5)
|
|
556,629
|
|
|
556,629
|
|
(5)
|
|
Total
|
|
406,095
|
|
|
461,250
|
|
|
|
4,119,110
|
|
|
556,629
|
|
|
|
556,629
|
|
|
556,629
|
|
|
|
David C. Tate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
—
|
|
|
—
|
|
|
|
1,250,000
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Continued Healthcare
|
|
—
|
|
|
—
|
|
|
|
26,853
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Accelerated Vesting
|
|
207,844
|
|
|
—
|
|
|
|
2,053,509
|
|
|
341,882
|
|
(5)
|
|
341,882
|
|
|
—
|
|
(5)
|
|
Total
|
|
207,844
|
|
|
—
|
|
|
|
3,330,362
|
|
|
341,882
|
|
|
|
341,882
|
|
|
—
|
|
|
|
Kirsten Richesson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
—
|
|
|
—
|
|
|
|
711,094
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Continued Healthcare
|
|
—
|
|
|
—
|
|
|
|
37,300
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Accelerated Vesting
|
|
134,880
|
|
|
—
|
|
|
|
1,146,628
|
|
|
476,099
|
|
(5)
|
|
476,099
|
|
|
—
|
|
(5)
|
|
Total
|
|
134,880
|
|
|
—
|
|
|
|
1,895,022
|
|
|
476,099
|
|
|
|
476,099
|
|
|
—
|
|
|
|
Sachin Dhawan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
—
|
|
|
—
|
|
|
|
1,334,733
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Continued Healthcare
|
|
—
|
|
|
—
|
|
|
|
37,300
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Accelerated Vesting
|
|
—
|
|
|
—
|
|
|
|
4,009,250
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
|
5,381,283
|
|
|
—
|
|
(5)
|
|
—
|
|
|
—
|
|
(5)
|
|
Christopher C. Crum
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
|
—
|
|
|
179,478
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Continued Healthcare
|
|
—
|
|
|
12,170
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Accelerated Vesting
|
|
—
|
|
|
239,335
|
|
|
|
341,882
|
|
|
341,882
|
|
|
|
341,882
|
|
|
341,882
|
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
|
341,882
|
|
|
341,882
|
|
|
|
341,882
|
|
|
341,882
|
|
|
(1)
|
Mr. Crum separated from the Company in September 2016. His severance amounts are disclosed in the Summary Compensation Table.
|
(2)
|
Represents the aggregate value of the NEO’s unvested Options and SARs that would have vested on an accelerated basis in connection with a change in control under the 2007 Plan, determined by multiplying the number of accelerating shares by the fair market value of our Common Stock ($37.67 per share) on December 30, 2016, which is the last trading day prior to December 31, 2016 and subtracting the applicable exercise prices.
|
(3)
|
Consists of $461,250 for cash severance payable upon a termination of employment without cause.
|
(4)
|
Represents payments and benefits under the Severance Plan.
|
(5)
|
Represents the aggregate value of the NEO’s unvested Options and RSUs under the 2013 Plan that would have vested on an accelerated basis, determined by multiplying the number of accelerating shares by the fair market value of our Common Stock ($37.67 per share) on December 30, 2016, which is the last trading day prior to December 31, 2016 and subtracting any applicable exercise prices.
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights (1)
|
|
Number of securities.
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
||||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||||||
Equity compensation plans approved by security holders (2) (3) (4)
|
|
3,065,293
|
|
|
|
|
$26.57
|
|
|
|
4,525,284
|
|
||
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Total
|
|
3,065,293
|
|
|
|
|
$26.57
|
|
|
|
4,525,284
|
|
(1)
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights does not include outstanding performance shares, RSUs or RSAs.
|
(2)
|
Consists of four plans: the ESPP, the 2006 Plan, the 2007 Plan and the 2013 Plan.
|
(3)
|
No further equity awards may be granted under the 2006 Plan or the 2007 Plan.
|
(4)
|
Includes (i) 2,953,565 shares available for issuance under the 2013 Plan and (ii) 1,571,719 shares reserved for issuance under the ESPP. The number of securities available for issuance under the 2013 Plan, prior to the amendment described in Proposal No. 5, above, is equal to the sum of (i) 7,000,000 million shares plus (ii) any shares of our Common Stock subject to awards under the 2006 Plan or 2007 Plan that terminate, expire or lapse for any reason, up to a maximum of 4,623,892 shares. Shares available for issuance under the 2013 Plan may be granted pursuant to Options, RSAs, RSUs, deferred stock, dividend equivalents, stock payments, SARs, PSAs and other incentive awards, as selected by the plan administrator. The number of securities available for issuance under the ESPP is equal to the sum of (a) 2,000,000 shares and (b) an annual increase on the first day of each calendar year beginning in 2013 and ending in 2023, equal to the lesser of (x) one percent of the shares of Common Stock of the Company outstanding on the date of adoption of the ESPP and (y) such smaller number of shares of Common Stock as may be determined by the Board. In 2016, the Board determined there would be no annual increase under the ESPP.
|
|
Compensation Committee
|
|
|
|
Paul Hazen, Chairman
|
|
Arun Sarin
|
|
Jane J. Thompson
|
|
Audit Committee
|
|
|
|
Mohan Gyani, Chairman
|
|
Richard H. Bard
|
|
Steven A. Burd
|
(1)
|
Mr. Barnds was appointed to the Audit Committee on February 13, 2017. Between February 13, 2017 and February 27, 2017, the Audit Committee members were Mr. Gyani, who was the Chair of the Audit Committee, Mr. Bard, Mr. Barnds and Mr. Burd. After the Company’s Annual Report on Form 10-K was filed with the SEC on February 27, 2017, Mr. Burd ceased to be a member of the Audit Committee. Mr. Barnds did not participate in the preparation or review of or recommendation of the financial statements included in the Company’s Annual Report on Form 10-K.
|
B.
|
Pursuant to Section 14.1 of the Plan, (i) the Board has the authority to amend the Plan at any time or from time to time, and (ii) the Board has the authority to amend the Plan to increase the limits imposed in Section 3.1 on the maximum number of shares that may be issued under the Plan (the “
Share Limit
”), subject to approval by the stockholders of the Company twelve (12) months before or after such action.
|
C.
|
The Board believes it is in the best interests of the Company and its stockholders to amend the Plan to increase the Share Limit and to make certain other modifications to reflect changes in accounting rules and to better align the Company’s interests with those of its stockholders.
|
3.
|
Section 3.1(a). The first sentence of Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following:
|
8.
|
This Second Amendment shall be and, as of the Amendment Date, is hereby incorporated in and forms a part of the Plan, subject to approval by the stockholders of the Company within twelve (12) months of the Amendment Date.
|
Executed on this day of , 2017.
|
|
|
|
|
|
|
Blackhawk Network Holdings, Inc.
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
Kirsten Richesson
|
|
|
Title:
|
General Counsel and Secretary
|
$ in thousands except percentages and per share amounts
|
|
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total operating revenues
|
$
|
1,899,778
|
|
|
$
|
1,801,078
|
|
|
$
|
1,444,963
|
|
|
$
|
1,138,088
|
|
Issuing bank contract amendments
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Revenue adjustments from purchase accounting
|
16,930
|
|
|
7,073
|
|
|
-
|
|
|
-
|
|
||||
Marketing revenue
|
(94,298)
|
|
|
(104,871)
|
|
|
(64,768)
|
|
|
(56,303)
|
|
||||
Partner distribution expense
|
(933,142)
|
|
|
(874,043)
|
|
|
(762,245)
|
|
|
(618,490)
|
|
||||
Adjusted operating revenues
|
$
|
889,268
|
|
|
$
|
829,237
|
|
|
$
|
617,950
|
|
|
$
|
463,295
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) before allocation to non-controlling interests
|
$
|
5,038
|
|
|
$
|
45,809
|
|
|
$
|
45,425
|
|
|
$
|
53,686
|
|
Interest and other income (expense), net
|
449
|
|
|
1,970
|
|
|
184
|
|
|
(241)
|
|
||||
Interest expense
|
21,864
|
|
|
13,171
|
|
|
5,647
|
|
|
-
|
|
||||
Income tax expense
|
(4,102)
|
|
|
26,796
|
|
|
27,490
|
|
|
29,862
|
|
||||
Depreciation and amortization
|
110,424
|
|
|
73,349
|
|
|
52,919
|
|
|
28,479
|
|
||||
EBITDA
|
133,673
|
|
|
161,095
|
|
|
131,665
|
|
|
111,786
|
|
||||
Adjustments to EBITDA:
|
|
|
|
|
|
|
|
||||||||
Employee stock-based compensation
|
32,592
|
|
|
30,130
|
|
|
15,365
|
|
|
8,524
|
|
||||
Distribution partner mark-to-market expense
|
-
|
|
|
-
|
|
|
1,312
|
|
|
8,598
|
|
||||
Acquisition-related employee compensation expense
|
465
|
|
|
3,218
|
|
|
-
|
|
|
-
|
|
||||
Asset impairment
|
5,500
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Revenue adjustments from purchase accounting
|
15,624
|
|
|
7,073
|
|
|
-
|
|
|
-
|
|
||||
Other gains / losses, net
|
(754)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Change in fair value of contingent consideration
|
2,100
|
|
|
(7,567)
|
|
|
(3,722)
|
|
|
(14,740)
|
|
||||
Adjusted EBITDA
|
$
|
189,200
|
|
|
$
|
193,949
|
|
|
$
|
144,620
|
|
|
$
|
114,168
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net income
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax expense
|
$
|
936
|
|
|
$
|
72,605
|
|
|
$
|
72,915
|
|
|
$
|
83,548
|
|
Employee stock-based compensation
|
32,592
|
|
|
30,130
|
|
|
15,365
|
|
|
8,524
|
|
||||
Distribution partner mark-to-market expense
|
-
|
|
|
-
|
|
|
1,312
|
|
|
8,598
|
|
||||
Acquisition-related employee compensation expense
|
465
|
|
|
3,218
|
|
|
-
|
|
|
-
|
|
||||
Asset impairment
|
5,500
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Revenue adjustments from purchase accounting
|
15,624
|
|
|
7,073
|
|
|
-
|
|
|
-
|
|
||||
Other gains / losses, net
|
(323)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Change in fair value of contingent consideration
|
2,100
|
|
|
(7,567)
|
|
|
(3,722)
|
|
|
(14,740)
|
|
||||
Amortization of intangibles
|
62,045
|
|
|
32,366
|
|
|
24,371
|
|
|
6,817
|
|
||||
Adjusted income before income tax expense
|
118,939
|
|
|
137,825
|
|
|
110,241
|
|
|
92,747
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
(4,102)
|
|
|
26,796
|
|
|
27,490
|
|
|
29,862
|
|
||||
Tax expense on adjustments
|
40,691
|
|
|
21,144
|
|
|
13,684
|
|
|
5,526
|
|
||||
Adjusted income tax expense
|
36,589
|
|
|
47,940
|
|
|
41,174
|
|
|
35,388
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted net income before allocation to non-controlling interests
|
82,350
|
|
|
89,885
|
|
|
69,067
|
|
|
57,359
|
|
||||
Net (income) loss attributable to non-controlling interests, net of tax
|
(380)
|
|
|
(200)
|
|
|
122
|
|
|
418
|
|
||||
Adjusted net income attributable to Blackhawk Network Holdings, Inc.
|
$ 81,970
|
|
|
$ 89,685
|
|
|
$ 69,189
|
|
|
$ 57,777
|
|
||||
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||
Adjusted net income attributable to Blackhawk Network Holdings, Inc.
|
81,970
|
|
|
89,685
|
|
|
69,189
|
|
|
57,777
|
|
||||
Adjusted distributed and undistributed earnings allocated to participating securities
|
(108)
|
|
|
(247)
|
|
|
(320)
|
|
|
(734)
|
|
||||
Adjusted net income available for common shareholders
|
$ 81,862
|
|
|
$ 89,438
|
|
|
$ 68,869
|
|
|
$ 57,043
|
|
||||
Diluted weighted average shares outstanding
|
57,260
|
|
|
56,313
|
|
|
54,309
|
|
|
52,402
|
|
||||
Increase in common share equivalents
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||||
Adjusted diluted weighted average shares outstanding
|
57,260
|
|
|
56,313
|
|
|
54,309
|
|
|
52,402
|
|
||||
Adjusted diluted earnings per share
|
$
|
1.43
|
|
|
$
|
1.59
|
|
|
$
|
1.27
|
|
|
$
|
1.09
|
|
•
|
adjusting operating revenues for distribution commissions paid and other compensation to retail distribution partners and business clients is useful to understanding the Company’s operating margin;
|
•
|
adjusting operating revenues for marketing revenue, which has offsetting marketing expense, is useful for understanding the Company’s operating margin;
|
•
|
EBITDA and Adjusted EBITDA are widely used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company and from period to period depending upon their financing, accounting and tax methods, the book value of their assets, their capital structures and the method by which their assets were acquired;
|
•
|
Adjusted EBITDA margin provides a measure of operating efficiency based on Adjusted operating revenues and without regard to items that can vary substantially from company to company and from period to period depending upon their financing, accounting and tax methods, the book value of their assets, their capital structures and the method by which their assets were acquired;
|
•
|
in a business combination, a company records an adjustment to reduce the carrying values of deferred revenue and deferred expenses to their fair values and reduces the company’s revenues and expenses from what it would have recorded otherwise, and as such the Company does not believe is indicative of its core operating performance;
|
•
|
non-cash equity grants made to employees and distribution partners at a certain price and point in time do not necessarily reflect how the Company’s business is performing at any particular time and the related expenses are not key measures of the Company’s core operating performance;
|
•
|
the net gain on the transaction to transition our program-managed GPR business to another program manager, the gain on the sale of our member interest in Visa Europe and other non-recurring gains / (losses) related to our acquisitions is not reflective of our core operating performance;
|
•
|
asset impairment charges related to the write-down of technology assets as part of our post-acquisition integration efforts are not key measures of the Company’s core operating performance;
|
•
|
intangible asset amortization expenses can vary substantially from company to company and from period to period depending upon the applicable financing and accounting methods, the fair value and average expected life of the acquired intangible assets, the capital structure and the method by which the intangible assets were acquired and, as such, the Company does not believe that these adjustments are reflective of its core operating performance; and
|
•
|
non-cash fair value adjustments to contingent business acquisition liability do not directly reflect how the Company is performing at any particular time and the related expense adjustment amounts are not key measures of the Company’s core operating performance.
|
1 Year BLACKHAWK NETWORK HOLDINGS, INC Chart |
1 Month BLACKHAWK NETWORK HOLDINGS, INC Chart |
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