SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
þ
Filed by a Party other than the
Registrant
o
Check the appropriate box:
o
Preliminary
Proxy Statement
o
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ
Definitive
Proxy Statement
o
Definitive
Additional Materials
o
Soliciting
Material Pursuant to §240.14a-12
JDA SOFTWARE GROUP, INC.
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ
No
fee required.
|
|
o
|
Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
|
|
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
(3)
|
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):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
o
Fee
paid previously with preliminary materials.
|
|
o
|
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.
|
|
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
JDA
SOFTWARE GROUP, INC.
14400 North 87th Street
Scottsdale, Arizona 85260
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held on May 26,
2011
To Our Stockholders:
You are cordially invited to attend the 2011 Annual Meeting of
Stockholders of JDA Software Group, Inc. Our Annual Meeting will
be held on Thursday, May 26, 2011, at 3:00 p.m.,
Mountain Standard Time, at our corporate headquarters, 14400
North 87th Street, Scottsdale, Arizona 85260, for the
following purposes:
1. To elect two Class III directors to each serve
three-year terms on our Board of Directors.
2. To consider an advisory vote on the compensation of our
named executive officers.
3. To consider an advisory vote on the frequency of the
advisory vote on executive compensation.
4. To ratify the appointment of our independent public
accountants for the year ending December 31, 2011.
5. To transact such other business as may properly come
before the meeting.
These items are more fully described in the following pages,
which are made part of this notice.
Stockholders of record at the close of business on
March 31, 2011 are entitled to notice of, and to vote at,
the 2011 Annual Meeting of Stockholders and any adjournments or
postponements thereof. A stockholder may only vote at the
meeting if the holder is present in person or represented by
proxy. A copy of our 2010 Annual Report to Stockholders, which
includes audited financial statements, is enclosed.
Whether or not you plan to attend the meeting, your vote is very
important and we encourage you to vote promptly. After reading
the proxy statement, please promptly mark, sign and date the
enclosed proxy card and return it in the prepaid envelope
provided. Alternatively, you may vote your shares via a
toll-free telephone number or over the Internet. Instructions
regarding all three methods of voting are provided on the proxy
card.
By Order of the Board of Directors,
G. Michael Bridge
Corporate Secretary
Scottsdale, Arizona
April 14, 2011
IMPORTANT:
PLEASE VOTE YOUR SHARES VIA TELEPHONE OR THE INTERNET, AS
DESCRIBED IN THE ENCLOSED PROXY OR VOTE INSTRUCTION CARD,
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING,
OR, IF YOU RECEIVED A PAPER COPY OF THE PROXY CARD BY MAIL, YOU
MAY MARK, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. IF YOU ATTEND THE MEETING, YOU
MAY CHOOSE TO VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY VOTED
YOUR SHARES.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MAY 26, 2011.
Our Proxy Statement is attached. Financial and
other information concerning JDA Software Group, Inc. is
contained in our Annual Report to Stockholders for the fiscal
year ended December 31, 2010. A complete set of proxy
materials relating to our annual meeting is available on the
Internet. These materials, consisting of the Notice of Annual
Meeting, Proxy Statement, Proxy Card and Annual Report to
Stockholders, may be viewed at
http:/materials.proxyvote.com/46612K.
TABLE OF CONTENTS
JDA
SOFTWARE GROUP, INC.
14400 North 87th Street
Scottsdale, Arizona 85260
Proxy
Statement
for
Annual Meeting of Stockholders
To Be Held on May 26, 2011
This proxy statement is being furnished to you in connection
with the solicitation of proxies by the Board of Directors of
JDA Software Group, Inc. for use at its annual meeting of
stockholders to be held on May 26, 2011, or any adjournment
or postponement thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. Your vote
is very important. For this reason, the Board of Directors is
requesting that you allow your common stock to be represented at
the annual meeting by the persons named as proxies on the
enclosed proxy card or instruction card.
This proxy statement
is being provided to you in connection with this request and has
been prepared for the Board of Directors by our management.
The terms we, our, JDA
and Company refer to JDA Software Group, Inc, and
its subsidiaries. This proxy statement is first being sent or
made available to our stockholders on or about April 14,
2011.
GENERAL
INFORMATION
|
|
|
Who can vote?
|
|
You are entitled to vote your stock if our records show that you
held your shares as of March 31, 2011, the record date for our
meeting. At the close of business on that date,
42,276,491 shares of common stock (Common
Stock) were outstanding and entitled to vote on the
respective matters described herein. With respect to each
matter to be considered at the annual meeting, each holder of
record of Common Stock as of the record date will be entitled to
one vote for each share held.
All Other Matters.
The
holders of our Common Stock will have the right to vote on all
other matters properly brought before the meeting.
|
|
|
The enclosed proxy card shows the number of shares that you are
entitled to vote. Your individual vote is confidential. We use
our transfer agent to tabulate votes, but we will not disclose
your vote to others.
|
How do I vote?
|
|
Most of our stockholders have three options for submitting their
votes: (i) by telephone, (ii) via the Internet, or (iii) by
mail. If your stock is held by a broker, bank or other nominee
(i.e., in street name), you will receive instructions from the
registered holder that you must follow in order to have your
shares voted. If you hold your shares in your own name (i.e., as
a holder of record), you may instruct the persons named as
proxies how to vote your shares by signing, dating and mailing
the proxy card in the envelope provided. Of course, you can
always come to the meeting and vote your shares in person.
|
How may I revoke my proxy instructions?
|
|
You may revoke your proxy instructions by any of the following
procedures:
|
|
|
1. Vote again by telephone or via the internet;
|
|
|
2. Send us another signed proxy with a later date;
|
|
|
3. Send a letter to our Corporate Secretary revoking your
proxy before your stock has been voted by the persons named as
proxies at the meeting; or
|
|
|
4. Attend the annual meeting and vote your shares in person.
|
|
|
|
How are votes counted?
|
|
The annual meeting will be held if a majority of our outstanding
shares entitled to vote is represented at the meeting. If you
have returned valid proxy instructions or attend the meeting in
person, your shares will be counted for the purpose of
determining whether there is a quorum, even if you wish to
abstain from voting on some or all matters introduced at the
meeting.
|
|
|
If you give us a proxy without giving specific voting
instructions, your shares will be voted by the persons named as
proxies as recommended by the Board of Directors, in favor of
Proposals 1, 2 and 4, and, with respect to Proposal 3, in favor
of the option of once every year as the frequency with which
stockholders are provided an advisory vote on executive
compensation. We are not aware of any other matters to be
presented at the annual meeting except for those described in
this proxy statement. However, if any other matters not
described in this proxy statement are properly presented at the
meeting, the persons named as proxies will use their own
judgment to determine how to vote your shares. If the meeting is
adjourned, your shares may be voted by the persons named as
proxies on the new meeting date as well, unless you have revoked
your proxy instructions prior to that time.
|
|
|
Stockholders whose shares are registered in their own names
may vote by telephone, via the internet, or by returning a proxy
card. Please either follow the directions in the proxy or vote
instruction card, or complete, sign and return the proxy card in
the self-addressed, postage paid envelope provided.
|
|
|
A broker non-vote occurs when a broker or other
nominee holding shares for a beneficial owner does not vote on a
particular proposal because the broker or other nominee does not
have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner. Broker
non-votes are counted as present or represented for purposes of
determining the presence or absence of a quorum for the annual
meeting, if such shares are otherwise properly represented at
the meeting in person or by proxy, but are not counted for
purposes of determining the number of shares entitled to vote on
any proposal in respect of which the broker or other nominee
lacks discretionary authority.
|
|
|
If you are a holder of record (that is, your shares are
registered in your own name with our transfer agent) and you
dont vote your shares, your shares will not be voted.
|
|
|
If you hold your shares in street name, and you do
not give your bank, broker or other holder of record specific
voting instructions for your shares, your record holder can vote
your shares on routine matters, which include the ratification
of our independent public accountants. However, your record
holder cannot vote your shares without your specific
instructions on the election of directors or on matters that
relate to executive compensation, including the advisory votes
described below on the compensation of our named executive
officers and on the frequency of the advisory vote on executive
compensation. If you hold your shares in street
name, please refer to the information forwarded by your
bank, broker or other holder of record for procedures on
revoking or changing your proxy.
|
2
|
|
|
What vote is required?
|
|
Election of Directors
. There are two nominees for
election as Class III directors at the 2011 annual meeting,
James D. Armstrong and Hamish N. Brewer. Messrs. Armstrong and
Brewer will be elected upon the affirmative vote of the majority
of votes cast with respect to their election, which means a
majority of the votes voted for Mr. Armstrong
must exceed the number of votes cast against Mr. Armstrong,
and a majority of the votes voted for Mr. Brewer
must exceed the number of votes cast against Mr. Brewer. Votes
that are withheld, abstentions, and broker non-votes will have
no effect on the outcome of the election.
|
|
|
Advisory Vote on the Compensation of Our Named Executive
Officers.
Approval of the proposal to approve, on an
advisory basis, the compensation of our named executive officers
requires the affirmative vote of a majority of shares of Common
Stock present at the annual meeting, in person or represented by
proxy, and entitled to vote on this proposal. Abstentions will
have the same effect as votes against this proposal. Broker
non-votes will have no effect on this proposal as brokers are
not entitled to vote on such proposals in the absence of voting
instructions from the beneficial owner. Although this vote is
advisory and is not binding on our Board of Directors, the Board
of Directors and the Compensation Committee will consider the
voting results, along with other relevant factors, in connection
with their ongoing evaluation of our compensation program.
However, a vote on this proposal represents only an advisory
vote of the shareholders and is non-binding.
|
|
|
Advisory Vote on the Frequency of Future Advisory Votes on
Executive Compensation.
Approval of the proposal to approve,
on an advisory basis, the option of once every year as the
frequency with which stockholders are provided an advisory vote
on compensation of our named executive officers requires the
affirmative vote of the majority of shares present at the annual
meeting, in person or represented by proxy, and entitled to vote
on this proposal. Broker non-votes will have no effect on the
outcome of this proposal, while abstentions will have the effect
of a vote against this proposal. Although this vote is advisory
and is not binding, the compensation committee will consider the
outcome, along with other relevant factors, in recommending a
voting frequency to the Board of Directors.
|
|
|
Ratification of Independent Auditors.
Approval of the
proposal to ratify the appointment of Deloitte & Touche LLP
(Deloitte & Touche) as our independent auditors
requires the affirmative vote of the majority of the shares of
Common Stock present at the annual meeting, in person or
represented by proxy, and entitled to vote on this proposal.
|
Who pays the cost of this proxy solicitation?
|
|
We will pay the cost of this proxy solicitation. We will, upon
request, reimburse brokers, banks and other nominees for their
expenses in sending proxy material to their principals and
obtaining their proxies. We will solicit proxies by mail or via
the Internet, except for any incidental personal solicitation
made by our directors, officers and employees, for which they
will not be paid. We will pay the cost of soliciting proxies,
which is not expected to exceed $60,000.
|
3
|
|
|
Who should I call if I have questions?
|
|
If you have questions about the annual meeting or voting, please
call our Corporate Secretary, G. Michael Bridge, at (480)
308-3000.
|
How may I receive a copy of JDAs annual report on
Form 10-K?
|
|
A copy of our Annual Report to Stockholders on Form 10-K for the
year ended December 31, 2010, is enclosed.
We will mail
without charge, upon written request another copy of our annual
report on Form 10-K for the year ended December 31, 2010,
including the consolidated financial statements, schedules and
list of exhibits, and any particular exhibit specifically
requested.
Requests should be addressed to our Corporate
Secretary at 14400 N. 87th Street, Scottsdale, Arizona
85260. Our annual report on Form 10-K is also available at
www.jda.com.
|
4
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company, or the Board, is
comprised of six directors, which are all elected by the holders
of our Common Stock. We have a classified Board that currently
consists of two Class I Directors (J. Michael Gullard
and Richard Haddrill), two Class II Directors (Douglas G.
Marlin and Jock Patton), and two Class III Directors (James
D. Armstrong and Hamish N. Brewer), who will serve until the
annual meeting of stockholders to be held in 2012, 2013 and
2011, respectively, and until their respective successors are
duly elected and qualified. Each class of directors of the Board
is elected for a term of three years to succeed those directors
whose terms expire at the annual meeting dates.
The terms of the Class III Directors will expire on the
date of the 2011 Annual Meeting of Stockholders. Accordingly,
two individuals will be elected to serve as a Class III
Directors of the Board of Directors at the 2011 Annual Meeting
of Stockholders.
Upon the unanimous recommendation of the Nominating and
Governance Committee, the Board has nominated Mr. Armstrong
and Mr. Brewer to stand for re-election at the 2011 annual
meeting of stockholders as the Class III Directors. If
elected, Mr. Armstrong and Mr. Brewer will serve as
directors until our annual meeting of stockholders in 2014, and
until their successors are elected and qualified. If
Mr. Armstrong or Mr. Brewer decline to serve or become
unavailable for any reason, or if a vacancy occurs before the
election (although management knows of no reason to anticipate
that this will occur), the proxies may be voted for such
substitute nominees as we may designate.
If a quorum is present and voting, each nominee for the
Class III Director positions receiving an affirmative vote
of a majority of the votes cast in favor of his election will be
elected as a Class III Director elected by the holders of
Common Stock. Abstentions and broker non-votes will each be
counted as present for purposes of determining the presence of a
quorum but will have no effect on the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION EACH OF MR. ARMSTRONG AND MR. BREWER AS A
CLASS III DIRECTOR.
Information
Concerning Directors
The names, ages, terms, positions, offices held, and business
experience of our current Directors as of March 31, 2011,
including the Class II nominees to be elected at this
meeting, is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term
|
|
|
Name
|
|
Age
|
|
Title
|
|
Class
|
|
Expires
|
|
Director Since
|
|
James D. Armstrong
|
|
|
60
|
|
|
Chairman
|
|
III
|
|
|
2011
|
|
|
|
1985
|
|
Hamish N. Brewer
|
|
|
48
|
|
|
Director, President and
Chief Executive Officer
|
|
III
|
|
|
2011
|
|
|
|
2009
|
|
J. Michael Gullard(1)
|
|
|
66
|
|
|
Director
|
|
I
|
|
|
2012
|
|
|
|
1999
|
|
Richard Haddrill(1)
|
|
|
57
|
|
|
Director
|
|
I
|
|
|
2012
|
|
|
|
2011
|
|
Douglas G. Marlin(1)
|
|
|
63
|
|
|
Director
|
|
II
|
|
|
2013
|
|
|
|
2001
|
|
Jock Patton(1)
|
|
|
65
|
|
|
Director
|
|
II
|
|
|
2013
|
|
|
|
1999
|
|
|
|
|
(1)
|
|
Member of the Audit Committee, Compensation Committee and the
Nominating and Governance Committee.
|
James D. Armstrong
has been a Director and Chairman of
the Board since co-founding our Company in 1985 (Co-Chairman
from January 1999 to August 2000). Mr. Armstrong also
served as our Chief Executive Officer from 1985 to July 2003
(Co-Chief Executive Officer from January 1999 to July 1999).
Mr. Armstrong founded JDA Software Services, Ltd., a
Canadian software development company, in 1978 and served as its
President until 1987. Mr. Armstrong is Chairman of Omnilink
Systems, Inc., a privately-held high-tech company that provides
Vital Status Services tracking via GPS, cellular triangulation,
RFID and situation-specific sensor devices, a member of the
Board of WebPT, Inc., a privately-held electronic medical
records software company, and a member of the Board of NETtime
Solutions, LLC, a privately-held time and attendance software
company. Mr. Armstrong is managing partner of Canal
Partners, LLC, a private equity firm that invests in software
and internet companies.
5
Mr. Armstrong is on the Board of Directors of Rancho Feliz
Charitable Organization. Mr. Armstrong studied engineering
at Ryerson Polytechnic Institute in Toronto, Ontario. As the
founder of JDA, as well as its long-time Chairman and former
Chief Executive Officer, Mr. Armstrong brings an extensive
understanding of both JDA, in particular, and the software
industry, in general, to the Board and serves as an invaluable
resource for assessing and managing risks and planning for
corporate strategy within the context of our overall corporate
culture.
Hamish N. Brewer
has served as a Director since September
2009 and our President and Chief Executive Officer since August
2003. Mr. Brewer previously served as President from March
2001 to July 2003, as Senior Vice President, Sales from 2000 to
March 2001, as Senior Vice President, Enterprise Systems, from
1999 to 2000, as Senior Vice President, International from 1998
to 1999, as Director of our Europe, Middle East and African
operations from 1996 to 1998, and as a Marketing Representative
from 1994 to 1996. Prior to joining JDA, Mr. Brewer served
as a Retail Marketing Specialist with IBM from 1986 to 1990 and
in various operational positions with a privately-held retail
sales organization located in England. Mr. Brewer received
a Bachelor of Science and a Bachelor of Commerce degree from the
University of Birmingham in England. Mr. Brewers long
career at JDA, including in sales and management roles of
increasing responsibility, as well as day to day leadership and
intimate knowledge of our business and operations provide the
Board with company-specific experience and expertise.
Additionally, his extensive global experiences working directly
with customers over the years has resulted in a deep
understanding of both our markets and our competitors.
J. Michael Gullard
has been a Director since January
1999. Mr. Gullard has been the General Partner of
Cornerstone Management, a venture capital and consulting firm
specializing in software and data communications companies,
since 1984. Mr. Gullard also serves as Chairman of the
Board and Audit Committee of DynTek, Inc., a publicly-held
company which provides professional technology services to
government, education and mid-market commercial customers, as a
director and interim Chief Executive Officer of Alliance
Semiconductor Corporation, a publicly-held semiconductor
company, and as a director of Proxim Wireless Corporation, a
publicly held wireless solutions company. Mr. Gullard
previously served as Chairman of Merant PLC from 1996 to 2004, a
change management software tools company, as Chairman of
NetSolve, Incorporated from 1992 to 2004, an IT infrastructure
management services company, as Chief Executive Officer and
Chief Financial Officer of Telecommunications Technology, Inc.
from 1979 to 1984, and held a variety of financial and
operational management positions at Intel Corporation from 1972
to 1979. Mr. Gullard also previously served as Chairman of
Mainsoft Corp., a private company, and as a director of
California Micro Devices Corporation, Transmeta Corporation, and
Celeritek, Inc., all publicly-held semiconductor companies.
Mr. Gullard currently serves on the Board of Directors of
Planar Systems, Inc., a publicly-held designer and distributor
of specialty displays. Mr. Gullard attended Stanford
University where he received a Bachelor of Arts Degree in
Economics and a Masters Degree from the Graduate School of
Business. Mr. Gullards extensive background with
public and private technology companies, including in board of
director, committee and management roles, and his financial
background and knowledge brings valuable expertise and
experience to the Board of Directors. Additionally,
Mr. Gullards venture capital background and proximity
to the Silicon Valley provide exposure and access to relevant
new technologies and potential product acquisitions for the
Company.
Richard Haddrill
has been a Director since January 2011.
Mr. Haddrill is currently the President, Chief Executive
Officer and a member of the board of directors of Bally
Technologies, Inc., a worldwide gaming company that designs,
manufactures, distributes, and operates gaming devices and
computerized monitoring, accounting and player-tracking systems
for gaming devices. Prior to becoming the Chief Executive
Officer of Bally Technologies, Inc. in 2004, Mr. Haddrill
was the Chief Executive Officer and a member of the board of
directors of Manhattan Associates, Inc., a global software
solutions company in the supply chain industry.
Mr. Haddrill also previously served as the President, Chief
Executive Officer and as a member of the board of directors of
Powerhouse Technologies, Inc., a technology and gaming company,
and as an Area Managing Partner for Ernst & Young LLP.
Mr. Haddrills extensive leadership and background
with software and supply chain companies brings valuable
expertise to the Board of Directors.
Douglas G. Marlin
has been a Director since May
2001. Mr. Marlin served as President and
principal owner of Marlin Ventures, Inc., a Canadian-based
consulting firm, from 1997 to 2000. From 1987 to 1996,
Mr. Marlin served as President of JDA Software Services,
Ltd., and from 1981 to 1987 as its Vice President. Prior to
that, Mr. Marlin served in a variety of technical and
development positions with IBM from 1973 to 1981.
Mr. Marlin
6
currently serves on the Board of Directors of Zed.i Solutions,
Inc., a Canadian technology company that develops hardware and
software for real time industrial process monitoring, and
Aero-Mechanical Services Ltd, a Canadian technology company
providing Internet-based aircraft monitoring services.
Mr. Marlin attended the University of Calgary where he
received a Bachelor of Science Degree in Mathematics.
Mr. Marlins historical role with JDA, and his
extensive experience as a consultant to and director of software
and technology companies, provide significant insight and
expertise to our Board.
Jock Patton
has been a Director since January
1999. Mr. Patton is a private investor and a
Director of Janus Capital Group, Inc., a publicly-held
investment management company. He was the independent Chair of
the ING Funds Unified Board of Trustees from 2004 to 2007 and
Non-Executive Chairman of the Board of Swift Transportation
Company, Inc., until May of 2007 when the company was sold.
Mr. Patton previously served as Chief Executive Officer of
Rainbow Multimedia Group, Inc., a producer of digital
entertainment, from 1999 to 2001. From 1992 to 1997,
Mr. Patton served as a Director and President of StockVal,
Inc., a provider of securities analysis software and proprietary
data to mutual funds, major money managers and brokerage firms
worldwide. Prior to 1992, Mr. Patton was a Partner and
Director in the law firm of Streich Lang where he founded and
headed the Corporate/Securities Practice Group. Mr. Patton
has previously served on the Board of Directors of various
public and private companies. Mr. Patton holds an A.B.
Degree in Political Science and Juris Doctorate, both from the
University of California. Mr. Pattons extensive legal
career, his experience as a chief executive, and his significant
role on numerous boards of directors, give him the leadership
and consensus-building skills to guide our Board on a variety of
matters, including corporate governance, succession planning and
acquisition matters.
CORPORATE
GOVERNANCE
Our Board has adopted the JDA Software Group, Inc. Corporate
Governance Guidelines (the Guidelines) to address
significant corporate governance issues. The Guidelines provide
a framework for our corporate governance initiatives and cover
topics including, without limitation, the roles of the Board and
management, adoption of a code for business conduct and ethics,
the process for selecting qualified director candidates,
guidelines for director independence and compensation, oversight
in the evaluation of the Board and each committee of the Board,
and policies for communications between stockholders and
directors. The Nominating and Governance Committee is
responsible for overseeing and reviewing the Guidelines and
reporting and recommending any changes to the Board. A copy of
the Guidelines is available on our website at
www.jda.com
.
Director
Independence
In the Guidelines, the Board has adopted criteria for director
independence. These criteria conform to, or are more exacting
than, the independence requirements adopted by the Securities
and Exchange Commission (SEC) and NASDAQ. The NASDAQ
listing standards require that the majority of our Board be
comprised of independent directors. The Board has
determined that each of Messrs. Gullard, Marlin, Haddrill
and Patton are independent directors.
Board
Leadership Structure
The Board elects its Chairman and appoints the Companys
Chief Executive Officer according to its view of what is best
for the Company at any given time. Although the offices are
currently held by two separate people, which the Board has
determined is in the best interests of stockholders at this
time, the Board does not believe there should be a fixed rule as
to whether the offices of Chairman and Chief Executive Officer
should be vested in the same person or two different people, or
whether the Chairman should be an employee of the Company or
should be elected from among the non-employee directors. The
needs of the Company and the individuals available to play these
roles may dictate different outcomes at different times, and the
Board believes that retaining flexibility in these decisions is
in the best interest of the Company. Currently, the Board
believes that Mr. Armstrongs role as non-executive
Chairman ensures a greater role for the non-management directors
in the oversight of the Company and encourages more
participation of the non-management directors in setting agendas
and establishing priorities and procedures for the work of the
Board.
7
Code of
Business Conduct and Ethics
We adopted a Code of Business Conduct and Ethics (Code of
Ethics) that applies to all of our employees, officers and
directors, which meets the NASDAQ listing standards and the
requirements of Item 406 of the SECs
Regulation S-K
and provides for prompt disclosure to the public of any change
in, or waiver of, such Code of Ethics. Our Code of Ethics is
available on our website at
www.jda.com.
Our Code of Ethics generally prohibits conflicts of interest and
related party transactions unless approved by the Audit
Committee. Any transaction proposed between the Company and a
related party must be submitted to the Audit Committee for
review. Employees are encouraged to contact a manager or a
member of our Compliance Team if they become aware of a conflict
or potential conflict. Employees that become involved in a
situation that gives rise to an actual conflict must inform
their manager or a member of the Compliance Team of the conflict.
Our Audit Committee also adopted procedures in January 2004 for
the receipt and retention of confidential, anonymous complaints
made by our employees concerning accounting, auditing, financial
reporting and internal controls, generally referred to as a
whistle-blowing policy, as required by the
Sarbanes-Oxley Act of 2002 and the SEC. A revised
whistle-blowing policy was adopted by our Audit
Committee in October 2005 and is available on our website at
www.jda.com.
Communications
between Stockholders and Directors
Stockholders may communicate with any of our directors by
transmitting correspondence by mail, facsimile or email,
addressed as follows:
Chairman of
the Board
or Board of Directors
c/o Corporate
Secretary
14400 North 87th Street
Scottsdale, Arizona
85260-3657
Fax:
(480) 308-3001
Email Address: corpsec@jda.com
The communications will be transmitted to the identified
director(s) as soon as practicable, unless our corporate
secretary determines there are safety or security concerns that
mitigate against further transmission of the communication. The
Board or identified director(s) shall be advised of any
communication withheld for safety or security reasons as soon as
practicable.
Executive
Sessions
Non-management directors meet in executive session without
management present each time the Board holds its regularly
scheduled meetings.
Director
Attendance at Annual Meetings
We do not have a formal policy regarding attendance by members
of the Board at our annual meeting of stockholders but encourage
all directors to attend. We attempt to schedule our annual
meeting of stockholders at a time and date to permit attendance
by directors, taking into account the directors schedules
and the timing requirements of applicable law. At our last
annual meeting of stockholders, which was held on May 21,
2010, two of the five directors then in office attended.
Meetings
of the Board
During the year ended December 31, 2010, the Board of
Directors held thirteen meetings and took other action one time
by written consent. Each current Director attended all full
meetings of the Board of Directors and meetings of the
committees on which he served during 2010.
8
Committees
of our Board of Directors
Our Board has three standing committees: an Audit Committee, a
Compensation Committee and a Nominating and Governance
Committee. In addition, from time to time, special committees
may be established under the direction of the Board of Directors
when necessary to address specific issues. Each of these
standing committees operates under a written charter adopted by
the Board. Copies of these charters are available on our website
at
www.jda.com
. Each standing committee is comprised
entirely of independent directors. The members of
the standing committees are identified in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating and
|
|
Director
|
|
Audit
|
|
|
Compensation
|
|
|
Governance
|
|
|
J. Michael Gullard
|
|
|
Chair
|
|
|
|
ü
|
|
|
|
ü
|
|
Douglas G. Marlin
|
|
|
ü
|
|
|
|
ü
|
|
|
|
Chair
|
|
Richard Haddrill
|
|
|
ü
|
|
|
|
ü
|
|
|
|
ü
|
|
Jock Patton
|
|
|
ü
|
|
|
|
Chair
|
|
|
|
ü
|
|
Number of Meetings Held in 2010
|
|
|
6
|
|
|
|
5
|
|
|
|
2
|
|
Audit Committee.
The Audit Committee meets at
least quarterly with management and our independent auditors to
review and approve operating results, financial statements and
earnings releases. The primary duties and responsibilities of
the Audit Committee are to:
|
|
|
|
(1)
|
retain the independent auditor, evaluate their independence,
qualifications and performance, and to approve the terms of
engagement for audit and non-audit services;
|
|
|
(2)
|
review with management and the independent auditor, as
appropriate, our accounting policies, financial controls,
financial reports and other financial information provided by us
to any governmental body or the public;
|
|
|
(3)
|
review our compliance with legal and regulatory requirements;
|
|
|
(4)
|
regularly communicate with the independent auditor and financial
and senior management and regularly report to the Board;
|
|
|
(5)
|
establish and observe complaint procedures regarding accounting,
internal accounting controls and auditing matters;
|
|
|
(6)
|
prepare the report required by the SEC to be included in our
Proxy Statement; and
|
|
|
(7)
|
perform other duties and responsibilities as may be set forth in
its charter.
|
Each member of the Audit Committee is independent for purposes
of the NASDAQ listing standards as they apply to Audit Committee
members. The Board has determined that each of Mr. Gullard,
Mr. Haddrill and Mr. Patton qualify as Audit Committee
financial experts under the rules of the SEC. For additional
information concerning the Audit Committee and its charter, see
Report of the Audit Committee.
Compensation Committee.
The Compensation
Committee reviews all components of compensation of our
executive officers and directors for consistency with the
Companys compensation philosophy. Consistent with NASDAQ
listing standards, the Compensation Committee is charged with
the responsibility of determining the compensation of Hamish N.
Brewer, our Chief Executive Officer, and all other executive
officers, including reviewing and approving salary, incentive
and equity awards, employment, severance and change of control
agreements and other special and supplemental benefits. The
Compensation Committee can delegate to Chief Executive Officer
and Chief Financial Officer the authority to grant and issue
equity compensation awards, subject to the approval of the
Chairman of the Compensation Committee. The Compensation
Committee also approves the Compensation Discussion &
Analysis for inclusion in the proxy statement. For more
information on the responsibilities and activities of the
Compensation Committee, including its process for determining
executive compensation, see Compensation Discussion and
Analysis. The Compensation Committee performs such other
duties and responsibilities as may be set forth in its charter
approved by the Board of Directors.
9
Each of the members of the Compensation Committee is independent
for purposes of the NASDAQ listing standards. No member of
management was present at any Compensation Committee meeting
during 2010, except for Mr. Brewer, who was present at four
meetings, Mr. G. Michael Bridge, our Senior Vice President,
General Counsel and Secretary, who was present at three
meetings, Mr. Peter S. Hathaway, our Executive Vice
President and Chief Financial Officer, who was present at two
meetings, and Mr. Jason Zintak, our Executive Vice
President, Sales and Marketing, Mr. Chris Moore, our former
Executive Vice President, Services, and Mr. David King, our
Executive Vice President, Product Management and Development,
who were each present at one meeting . None of such officers had
any role at such meetings in setting his own compensation. For
additional information concerning the Compensation Committee,
see Executive Compensation and Compensation
Committee Interlocks and Insider Participation.
Nominating and Governance Committee.
The
Nominating and Governance Committee is charged with:
|
|
|
|
(1)
|
identifying individuals qualified to become Board members;
|
|
|
(2)
|
selecting, or recommending to the Board, director nominees for
each election of directors;
|
|
|
(3)
|
developing and recommending to the Board criteria for selecting
qualified director candidates;
|
|
|
(4)
|
considering committee member qualifications, appointment and
removal;
|
|
|
(5)
|
recommending corporate governance principles applicable to the
Company; and
|
|
|
(6)
|
providing oversight in the evaluation of the Board and each
committee of the Board.
|
Each member of the Nominating and Governance Committee is
independent for purposes of the NASDAQ listing standards. After
reviewing its director qualification criteria, the Nominating
and Governance Committee, in conformance with the NASDAQ listing
standards, recommended that each of Mr. Armstrong and
Mr. Brewer stand for re-election as a Class III
Director of the Board at the 2011 Annual Meeting of Stockholders.
Risk
Oversight
Our Board of Directors is responsible for oversight of our risk
assessment and management process. The Board has delegated to
the Compensation Committee basic responsibility for oversight of
managements compensation risk assessment, and has
delegated to the Audit Committee tasks related to risk process
oversight. In exercising its oversight duties, the Board
receives information from each committee chair regarding the
committees considerations and actions. The Audit
Committees process includes a review, at least annually,
of our internal audit process, resources (internal and
external), as well as the scope and methodology of the internal
audit process.
In addition to the reports from the Audit and Compensation
Committees, our Board periodically discusses risk oversight,
including as part of its annual detailed corporate strategy
review, and receives reports from officers when necessary of
particular risks facing the Company. In addition, members of the
Board participate in scheduled, monthly operational discussions
between the Board and senior management of JDA.
Director
Nominations
Director Qualifications.
Our directors play a
critical role in guiding the Companys strategic direction
and oversee the management of the Company. The Nominating and
Governance Committees goal is to assemble a Board of
Directors that brings to the Company diverse perspectives and
skills derived from high quality business and professional
experience. Board candidates are considered based upon various
criteria, such as their business and professional skills and
experiences, background, personal and professional ethics,
integrity and values, long-term commitment to representing the
best interests of our stockholders and inquisitive and objective
perspective and mature judgment. Additionally, director
candidates must have sufficient time available to perform all
Board and committee responsibilities. Consistent with its
charter, the Nominating and Governance Committee evaluates and
recommends to the Board director nominees for each election of
directors. When reviewing proposed nominees for director, the
Governance Committee considers the following factors:
|
|
|
|
|
the appropriate size of the Companys Board and its
committees;
|
10
|
|
|
|
|
the perceived needs of the Board for particular skills,
background and business experience;
|
|
|
|
the skills, background, reputation, and business experience of
nominees in relation to the skills, background, reputation, and
business experience already possessed by other members of the
Board;
|
|
|
|
nominees independence from management;
|
|
|
|
nominees experience with accounting rules and practices;
|
|
|
|
nominees background with regard to executive compensation;
|
|
|
|
applicable regulatory and listing requirements, including
independence requirements and legal considerations, such as
antitrust compliance;
|
|
|
|
the benefits of a constructive working relationship among
directors; and
|
|
|
|
the desire to balance the considerable benefit of continuity
with the periodic injection of the fresh perspective provided by
new members.
|
The Nominating and Governance Committee may also consider from
time to time, such other factors as it may deem to be in the
best interests of the Company and its stockholders. Other than
considering the factors listed above, we have no stated minimum
criteria for director nominees. The Nominating and Governance
Committee does, however, believe it appropriate for at least one
member of the Board to meet the criteria for an Audit
Committee financial expert as defined by SEC rules, and
that a majority of the members of the Board meet the definition
of independent director under the NASDAQ listing
standards.
Process for Identifying and Evaluating Candidates for
Election to the Board.
The Nominating and
Governance Committee reviews the qualifications and backgrounds
of the current directors, as well as the overall composition of
the Board, and recommends to the full Board the slate of
directors to be nominated for election at the annual meeting of
stockholders. In the case of incumbent directors whose terms of
office are set to expire, the Nominating and Governance
Committee reviews such directors against the criteria set forth
above in determining whether to recommend these directors for
re-election. In the case of new director candidates, the
questions of independence and financial expertise are important
to determine what roles can be performed by the candidate, and
the Nominating and Governance Committee determines whether the
candidate meets the independence standards set forth in the
Sarbanes-Oxley Act of 2002, SEC rules and NASDAQ listing
standards, and the level of the candidates financial
expertise. Candidates for nomination by the Nominating and
Governance Committee as director come to the attention of the
Nominating and Governance Committee from time to time through
incumbent directors, management, stockholders or third parties.
These candidates may be considered at meetings of the Nominating
and Governance Committee at any point during the year. All
director candidates for nomination by the Nominating and
Governance Committee must submit a completed form of
directors and officers questionnaire as part of the
nominating process, and the evaluation process may also include
interviews and additional background and reference checks for
non-incumbent nominees, at the discretion of the Nominating and
Governance Committee.
In accordance with its charter and the Guidelines, the
Nominating and Governance Committees review and assessment
of incumbent directors and proposed nominees includes the
consideration of a candidates skills, business
experiences, and background, which may include with respect to
any particular incumbent or proposed nominee consideration of
one or more of the following criteria:
|
|
|
|
|
the extent of the directors/proposed nominees
educational, business, non-profit or professional acumen and
experience;
|
|
|
|
whether the director/proposed nominee assists in achieving a mix
of Board members that represents a diversity of background,
perspective and experience;
|
|
|
|
whether the director/proposed nominee meets the independence
requirements of the listing standards of NASDAQ;
|
|
|
|
whether the director/proposed nominee has the business
experience relevant to an understanding of our business;
|
11
|
|
|
|
|
whether the director/proposed nominee would be considered a
financial expert or financially literate
as defined in the listing standards of the NYSE or applicable
law;
|
|
|
|
whether the director/proposed nominee, by virtue of particular
technical expertise, experience or specialized skill relevant to
JDAs current or future business, will add specific value
as a Board member; and
|
|
|
|
whether the director/proposed nominee possesses a willingness to
challenge and stimulate management and the ability to work as
part of a team in an environment of trust.
|
Stockholder Nominations.
Our bylaws provide
that nominations of candidates for election as directors may be
made by the Board or by stockholders. The Nominating and
Governance Committee will evaluate any recommendation for
director nominee proposed by a stockholder provided that the
recommendations are made in accordance with the procedures and
deadlines specified in our bylaws. To be timely, a stockholder
nomination for a director to be elected at an annual meeting
must be received at our principal executive offices not earlier
than the close of business on the 90th day, nor later than
the close of business on the 60th day, prior to the first
anniversary of the date of the preceding years annual
meeting as first specified in the corporations notice of
meeting (without regard to any postponements or adjournments of
such meeting after such notice was first sent), except that if
no annual meeting was held in the previous year or the date of
the annual meeting is more than thirty (30) days earlier or
later than such anniversary date, notice by the stockholders to
be timely must be received not later than the close of business
on the later of the 90th day prior to the annual meeting or
the 10th day following the date on which public
announcement of the date of such meeting is first made. Any
recommendation for director nominee submitted by a stockholder
must be in writing and sent via registered, certified, or
express mail to: Corporate Secretary, JDA Software Group, Inc.,
14400 North 87th Street, Scottsdale, Arizona 85260 In order
to be included in our 2012 proxy material, stockholder
nominations must be submitted after 5:00 p.m., Scottsdale,
Arizona time on February 27, 2012 but no later than
5:00 p.m., Scottsdale, Arizona time on March 28, 2012.
Facsimile or other forms of electronic submissions will not be
accepted.
Each submission must set forth: (i) the name and address of
the stockholder who intends to make the nomination, or the
beneficial owner, if any, on whose behalf the nomination is
being made and of the person or persons to be nominated;
(ii) a representation that the stockholder is a holder of
record of stock of the Company entitled to vote for the election
of directors on the date of such notice and intends to appear in
person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) the following
information regarding the ownership interests of the stockholder
and such other beneficial owners, which shall be supplemented in
writing by the stockholder not later than ten (10) days
after the record date for notice of the meeting to disclose such
interests as of such record date: (A) the class and number
of shares of the Company that are owned beneficially and of
record by the stockholder or any such beneficial owner;
(B) any derivative instrument directly or indirectly owned
beneficially by such stockholder or any such beneficial owner
and any other direct or indirect opportunity to profit or share
in any profit derived from any increase or decrease in the value
of shares of the Company; (C) any proxy, contract,
arrangement, understanding, or relationship pursuant to which
such stockholder or any such beneficial owner has a right to
vote any shares of any security of the Company; (D) any
short interest in any security of the Company; (E) any
rights to dividends on the shares of the Company owned
beneficially by such stockholder or any such beneficial owner
that are separated or separable from the underlying shares of
the Company; (F) any proportionate interest in shares of
the Company or derivative instruments held, directly or
indirectly, by a general or limited partnership in which such
stockholder or any such beneficial owner is a general partner
or, directly or indirectly, beneficially owns an interest in a
general partner; and (G) any performance-related fees
(other than an asset-based fee) to which such stockholder or any
such beneficial owner is entitled based on any increase or
decrease in the value of shares of the Company or derivative
instruments, if any, as of the date of such notice, including,
without limitation, any such interests held by members of such
stockholder
s or beneficial owner
s
immediate family sharing the same household, (iv) a
description of all arrangements or understandings between the
stockholder or such beneficial owner and each nominee and any
other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the
stockholder; (v) a description of all direct and indirect
compensation and other material monetary agreements,
arrangements and understandings during the past three
(3) years, and any other material relationships, between or
among such stockholder and such other beneficial owner, if any,
and their respective affiliates and associates, or others acting
in concert therewith, on the one hand, and each proposed
nominee, and his respective affiliates and associates, or others
acting in concert therewith, on the other
12
hand, including, without limitation all information that would
be required to be disclosed pursuant to Rule 404
promulgated under
Regulation S-K
if the stockholder making the nomination and any beneficial
owner on whose behalf the nomination is made, if any, or any
affiliate or associate thereof or person acting in concert
therewith, were the registrant for purposes of such
rule and the nominee were a director or executive officer of
such registrant, (vi) such other information regarding each
nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (vii) the consent of each nominee to serve
as a director of the Company if so elected.
Evaluation of any stockholder recommendations is the
responsibility of the Nominating and Governance Committee under
its charter. In the event of any stockholder recommendations,
the Nominating and Governance Committee would evaluate the
person recommended in the same manner as other persons
considered by the Nominating and Governance Committee. We did
not receive any stockholder nominations for our 2011 annual
meeting.
Director
Stock Ownership Guidelines
The Board of Directors believes that each director should
develop a meaningful ownership position in the Company.
Therefore, in February 2011, the Company adopted stock ownership
guidelines for its non-employee directors. Pursuant to these
guidelines, each non-employee director is encouraged to hold
shares of Common Stock having an aggregate value of at least
three times the value of his or her annual cash retainer.
Current nonemployee directors are encouraged to reach this
ownership threshold within three years of the adoption of the
policy (February 2014) and new nonemployee directors are
encouraged to reach this ownership threshold within three years
after joining the Board of Directors. Each nonemployee director
will be deemed to have satisfied the applicable ownership
guidelines if either (i) the aggregate price paid by the
director for such shares of Common Stock held equals or exceeds
the relevant multiple of his or her current annual retainer, or
(ii) the fair market value of such shares of Common Stock
equals or exceeds such amount, as calculated on the first
trading day of each calendar year. Under the guidelines, all
shares of Common Stock owned directly by such individual, such
individuals spouse, any minor children that share the same
home as such individual, and any trust in which the individual
is a trustee with voting and investment power, are treated as
shares owned and paid for by such individual, as are vested and
unvested shares underlying Company restricted stock awards and
shares underlying vested Company stock options exercisable (net
of that number of shares of Common Stock that such individual
would need to sell to cover the exercise price with respect to
such vested stock option).
13
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our
Common Stock as of March 31, 2011 by (i) each of our
Directors, (ii) each of the current Named Executive
Officers listed in the Summary Compensation Table,
(iii) each stockholder known by the Company to be the
beneficial owner of more than 5% of our outstanding Common
Stock, and (iv) all of our directors and executive officers
as a group.
The information in the following table has been presented in
accordance with the rules of the SEC. Under SEC rules,
beneficial ownership of a class of capital stock includes any
shares of such class as to which a person, directly or
indirectly, has or shares voting power or investment power and
also any shares as to which a person has the right to acquire
such voting or investment power within 60 days through the
exercise of any stock option, warrant or other right. If two or
more persons share voting power or investment power with respect
to specific securities, each such person is deemed to be the
beneficial owner of such securities. Except as otherwise
indicated, the persons named in this table have sole voting and
investment power with respect to all shares of Common Stock
shown as beneficially owned by them, subject to community
property laws where applicable and to the information contained
in the footnotes to this table. Unless otherwise indicated, the
principal address of each of the stockholders below is
c/o JDA
Software Group, Inc., 14400 North 87th Street, Scottsdale,
Arizona 85260.
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
Beneficially
|
|
Percentage
|
Name and Address of Beneficial Owner(1)
|
|
Owned(1)
|
|
of Class(2)
|
|
James D. Armstrong
|
|
|
1,314,792
|
|
|
|
3.1
|
%
|
J. Michael Gullard
|
|
|
41,800
|
|
|
|
*
|
|
Richard Haddrill
|
|
|
3,600
|
|
|
|
*
|
|
Douglas G. Marlin
|
|
|
84,750
|
|
|
|
*
|
|
Jock Patton
|
|
|
18,800
|
|
|
|
*
|
|
Hamish N. Brewer
|
|
|
276,885
|
|
|
|
*
|
|
Peter S. Hathaway
|
|
|
113,738
|
|
|
|
*
|
|
David R. King
|
|
|
38,942
|
|
|
|
*
|
|
Jason Zintak
|
|
|
117,223
|
|
|
|
*
|
|
Thomas Dziersk
|
|
|
15,325
|
|
|
|
*
|
|
All directors and executives officers as a group
(14 persons)(3)
|
|
|
2,111,404
|
|
|
|
5.0
|
%
|
Ameriprise Financial, Inc.(4)
|
|
|
6,624,878
|
|
|
|
15.7
|
%
|
FMR, LLC(5)
|
|
|
5,689,361
|
|
|
|
13.5
|
%
|
BlackRock, Inc.(6)
|
|
|
3,447,913
|
|
|
|
8.2
|
%
|
Wellington Capital Management Co LLP(7)
|
|
|
3,292,297
|
|
|
|
7.8
|
%
|
|
|
|
(1)
|
|
For the following directors and executive officers, the shares
beneficially owned include the following numbers of shares that
are subject to fully vested, unexercised options:
|
|
|
|
|
|
|
|
Number of Shares Subject to Fully Vested,
|
Name
|
|
Unexercised Options
|
|
James D. Armstrong
|
|
|
210,722
|
|
J. Michael Gullard
|
|
|
24,000
|
|
Douglas G. Marlin
|
|
|
36,750
|
|
Hamish N. Brewer
|
|
|
115,000
|
|
|
|
|
(2)
|
|
The percentage of beneficial ownership as to any person as of a
particular date is calculated by dividing the number of shares
beneficially owned by such person, which includes the number of
shares as to which such person has the right to acquire voting
or investment power within 60 days after such date, by the
sum of the number of shares outstanding as of such date plus the
number of shares as to which such person has the right to
acquire voting or investment power within 60 days after
such date. Consequently, the denominator for calculating
beneficial ownership percentages may be different for each
beneficial owner.
|
14
|
|
|
(3)
|
|
For all directors and executives officers as a group, the shares
beneficially owned include 396,472 shares subject to fully
vested, unexercised options.
|
|
(4)
|
|
Ameriprise Financial, Inc., a Delaware corporation, is a
Minnesota-based investment management company whose principal
business address is 145 Ameriprise Financial Center,
Minneapolis, Minnesota 55474. The security ownership of
Ameriprise Financial, Inc. includes the holdings of Columbia
Seligman Communications & Information Fund, Inc.,
Seligman Tech Spectrum Fund, Inc., and Columbia Management
Investment Advisors, LLC. This information for Ameriprise
Financial, Inc. is derived from a Schedule 13G/A filed on
February 11, 2011.
|
|
(5)
|
|
FMR, LLC, a Delaware limited liability company, is a
Massachusetts-based asset and investment management company
whose principal business address is 82 Devonshire Street,
Boston, Massachusetts 02109. This information for FMR, LLC is
derived from a Schedule 13G/A filed on February 14,
2011.
|
|
(6)
|
|
BlackRock, Inc., a Delaware corporation, is a New
York based asset and investment management company
whose principal business address is 40 East 52nd Street, New
York, NY 10022. This information for BlackRock, Inc. is derived
from Schedule 13G/A filed on February 4, 2011.
|
|
(7)
|
|
Wellington Management Company, LLP is a Massachusetts-based
investment advisor whose address is 75 State Street,
Boston, Massachusetts 02109. This information for Wellington
Capital Management Company, LLP is derived from
Schedule 13G filed on February 14, 2011.
|
15
EXECUTIVE
OFFICERS OF THE COMPANY
The following sets forth information regarding our
non-director
executive officers as of the date of this proxy statement. For
information regarding Hamish N. Brewer, our President and Chief
Executive Officer and a director, see
Proposal No. 1
Election of
Directors
Information Concerning
Directors.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Title
|
|
Hamish N. Brewer
|
|
|
48
|
|
|
Director, President and Chief Executive Officer
|
Peter S. Hathaway
|
|
|
55
|
|
|
Executive Vice President and Chief Financial Officer
|
David R. King
|
|
|
66
|
|
|
Executive Vice President, Product Management and Development
|
Jason Zintak
|
|
|
41
|
|
|
Executive Vice President, Sales and Marketing
|
Brian P. Boylan
|
|
|
50
|
|
|
Senior Vice President, Human Resources
|
G. Michael Bridge
|
|
|
47
|
|
|
Senior Vice President, General Counsel and Secretary
|
Thomas Dziersk
|
|
|
47
|
|
|
Senior Vice President, Americas
|
Duane A. Kotsen
|
|
|
47
|
|
|
Senior Vice President, Implementation Services
|
Kenneth Williams
|
|
|
66
|
|
|
Senior Vice President, Support
|
Peter S. Hathaway
has served as our Executive Vice
President and Chief Financial Officer since July 2009. Prior to
joining JDA, Mr. Hathaway served as Executive Vice
President and Chief Financial Officer of Allied Waste
Industries, Inc., which was at the time listed on the New York
Stock Exchange, from 2003 to 2009 and in various executive and
management positions with Allied Waste Industries, Inc. from
1995 to 2003, including Senior Vice President
Finance, Chief Accounting Officer, Vice President and Treasurer.
Mr. Hathaway also served as Controller and Finance Director
for certain Italian operations of Browning-Ferris Industries,
Inc. from 1991 to 1995 and in various positions, including
Senior Manager in the audit division, of Arthur Andersen LLP in
Colorado, Italy, and Connecticut. Mr. Hathaway received a
Bachelor of Science degree in Accountancy from Northern Arizona
University.
David R. King
has served as our Executive Vice President,
Product Management and Development since December 2010.
Mr. King previously served as our Senior Vice President,
Product Management and Development from February 2009 to
December 2010 and as our Senior Vice President, Product
Development from January 2004 to January 2009. Prior to joining
JDA, Mr. King served as Vice President Product Planning of
Geac Computer Corp. Ltd, a publicly-held Canadian software
company, from August 2003 to December 2003, as Senior Vice
President of Product Development and Chief Technology Officer of
Comshare, Inc., a publicly-held software company, from 1997 to
2003, and as its Director of Applied Technology and Research
from 1991 to 1997, and in various management positions including
Director, Advanced Product Design and Development of Execucom
Systems Corporation, a privately-held provider of decision and
executive support systems, from 1983 to 1991. Prior to that,
Mr. King was a full-time faculty member responsible for
teaching undergraduate and graduate courses in statistics,
research methods, mathematical and computer modeling at Old
Dominion University, the University of Maryland, and the
University of South Carolina, from 1969 to 1982. Mr. King
currently serves on the advisory boards for MIS at the
University of Georgia and Arizona State University Technopolis.
In addition, Mr. King has written over 50 articles and
books in the areas of decision support, business intelligence
and electronic commerce. Mr. Kings education includes
a Bachelor of Sociology Degree, a Master of Sociology Degree,
and a Ph.D. in Sociology with a minor in Mathematical Statistics
from the University of North Carolina.
Jason Zintak
has served as our Executive Vice President,
Sales and Marketing since August 2009. Prior to joining JDA,
Mr. Zintak served as Executive Vice President, Sales of HCL
AXON Global, a subsidiary of HCL Technologies of India that
specializes in business transformation consulting services, as
Vice President North America SAP Sales and Market
Development for Cap Gemini, a global provider of consulting,
technology and outsourcing services based in Paris, France from
2007 to 2008, as Managing Director and Executive Vice President
of Sales of Kanbay International (acquired by Cap Gemini in
January 2007) from 2006 to 2007, as Chief Business
Development Officer of Adjoined Consulting (acquired by Kanbay
International in March 2006) from 2005 to 2006.
Mr. Zintak also served with SAP America as Global Account
Director from 2001 to 2005 and as
16
Senior Account Executive and Sales Manager from 1996 to 1999 and
in various senior-level software sales executive and management
roles with Blue Martini Software, a publicly-held software
company, from 1999 to 2001. Mr. Zintak received Bachelor of
Arts degrees in Advertising and Psychology from Syracuse
University.
Brian P. Boylan
has served as our Senior Vice President,
Human Resources since April 2007. Mr. Boylan previously
served as our Vice President, Human Resources from June 2005 to
March 2007. Prior to joining JDA, Mr. Boylan was a founding
partner of Alliance HR Advisors, a human resources consulting
firm from 2004 to 2005. Mr. Boylan previously served as
Senior Vice President of Legal Affairs and Human Resources of
Asarco Inc., an international natural resource company, from
2001 to 2003, where he also served in various executive and
management positions from 1988 through 2003, including Director
of Employee Relations, Operations Manager and Vice President of
Human Resources. Mr. Boylan also served as Assistant
General Counsel for the New York City Office of Labor Relations
Office from 1986 to 1987. Mr. Boylan received a Bachelor of
Business Administration degree in Labor-Management Relations
from Pace University and a Juris Doctor degree from the Brooklyn
Law School.
G. Michael Bridge
has served as our Senior Vice
President and General Counsel since August 2004. Mr. Bridge
was elected Secretary in March 2008. Mr. Bridge previously
served as Vice President and General Counsel from July 1999 to
July 2004. Prior to joining JDA, Mr. Bridge served as
in-house counsel for various technology companies from 1991 to
1999. From 1989 to 1991 Mr. Bridge served as an associate
in the corporate and securities department of Piper &
Marbury. Mr. Bridges education includes a Bachelor of
Arts degree from the University of Southern California, and a
Juris Doctor degree from Cornell University.
Tom Dziersk
has served as our Senior Vice President,
Americas since August 2006. Prior to joining JDA,
Mr. Dziersk served as President and Chief Executive Officer
of SAMSys, Inc., a privately-held manufacturer of radio
frequency identification reader (RFID) technology, from January
2006 to April 2006, and as President and Chief Executive Officer
of ClearOrbit, Inc., a privately-held supply chain execution
automation company, from December 2000 to August 2005. Prior to
that, Mr. Dziersk served as Senior Vice President of Sales
and Marketing of Essentus International, Inc. (formerly Richter
Systems), a privately-held provider of
business-to-business
portal functionality and enterprise resource planning software
solutions for the apparel and footwear industries, from July
1999 to November 2000, and in various management and sales
positions with JBA International, Inc., an enterprise resource
planning software firm, from June 1991 to May 1999 and with
Loadstar Computer Systems, a provider of specialized software
solutions for the automotive aftermarket industry, from June
1985 to June 1991. Mr. Dziersk received a Bachelor of Arts
degree in Economics from the University of Michigan.
Duane A. Kotsen
has served as JDAs Senior Vice
President, Implementation Services since August, 2009. Prior to
JDA, Mr. Kotsen served as Vice President, Global Services
of QAD, Inc. since 2006. From 2002 to 2005, Mr. Kotsen
served in various executive management roles at PeopleSoft, Inc.
(acquired by Oracle, Inc. in January 2005) including as
Regional Vice President Northeastern Professional
Services from 2004 to 2005, Vice President,
Consulting Education, Government and Health Care
from 2003 to 2004, and as Vice President Global
Operations, PeopleSoft Global Services from 2002 to 2003.
Mr. Kotsen also served with Extraprise Group, Inc. as
Senior Vice President Internet Solutions Group from
2000 to 2001 and as Vice President North American
CRM Practice from 1997 to 2000. From 1986 to 1997, he was
employed by Oracle Corp., serving in various consulting and
management roles including Director Worldwide
Operations from 1995 to 1997. Mr. Kotsen received a Masters
of Business Administration from The Wharton School, University
of Pennsylvania and a Bachelor of Science degree in Computer and
Information Sciences from Lehigh University.
Kenneth Williams
has served as JDAs Senior Vice
President, Support since April 2010. Prior to JDA,
Mr. Williams served as Vice President, Global Software
Technical Support with Sun Microsystems from 2005 to February
2010. Mr. Williams also served as Vice President, Worldwide
Support and Service with Seebeyond Technology Corp. from 2002
until 2005 when it was acquired by Sun Microsystems. From 2001
to 2002, Mr. Williams served as Chief Operating Officer of
IQ Destination, and in 2000, served as Chief Operating Officer
of BizBlast. Mr. Williams also served as Vice President,
Customer Service and Support at Level 3 Communications,
Inc. from 1998 to 2000, as Vice President, Customer Service with
Qwest, Inc. from 1997 to 1998, as Senior Director, Global
Support at Sybase from 1995 to 1997, as Executive Vice
President, Customer Service and Support of Radius Corp. from
1990 to 1995, and as Senior Vice President, Customer Service and
Support of Ingres/ASK from 1987 to 1990. In addition, prior to
1987, Mr. Williams served in leadership roles in the
service and support areas of Intel Corp. and IBM Corp.
17
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
Executive
Compensation Philosophy
The Company has adopted executive compensation policies to
attract and retain highly motivated, qualified and experienced
executives as well as to drive the financial performance of the
Company by providing equity and monetary rewards to management
that are linked to the success of the Company and returns to
stockholders. Effective, competitive executive compensation
programs are essential to achieving these goals.
Through research, discussions with management and the assistance
of outside experts, the Companys Compensation Committee
has developed an executive compensation philosophy that defines
the overriding objectives for the Companys executive
compensation programs and the role of the various compensation
elements. This philosophy covers several critical issues, which
are described below.
Overriding
Objectives
The goal of our executive compensation program is the same as
our goal for operating the Company to create
long-term stockholder value. Additional objectives of the
executive compensation program are:
|
|
|
|
|
To motivate our executive officers to achieve and exceed the
Companys financial performance goals and drive stockholder
value by rewarding such success with equity awards and cash
bonuses.
|
|
|
|
To ensure that executive compensation programs are effective in
attracting, retaining, and motivating top quality executives who
have the ability to significantly influence the long-term
financial success of JDA, and are responsible for effectively
managing JDAs operations in a way that maximizes
stockholder value.
|
|
|
|
To achieve a balance between compensation levels and the
Companys annual budgets and long-term financial plans,
strategic plans, business objectives, and stockholder
expectations.
|
|
|
|
To motivate executive officers to achieve our business
objectives, and to align the incentives of our officers with the
long-term interests of stockholders through the use of
appropriate long-term incentive awards, e.g. restricted stock,
restricted stock units,
and/or
contingent performance share awards, pursuant to the 2005
Incentive Plan (as described below).
|
|
|
|
To provide senior executives with appropriately leveraged total
compensation opportunities that are competitive in form and in
value with comparable companies taking into account: industry
sector, market capitalization, revenues, profitability, and
global operational focus.
|
|
|
|
To have programs that are simple, well understood, which reward
accountability and are closely tied to the Companys key
financial goals and strategic objectives.
|
Components
of Compensation
The Compensation Committee has identified and considers four
main components of compensation when evaluating executive
compensation: base salary, short- and long-term incentives, and
benefits. Base salary provides a base level of market
competitive compensation, designed to attract and retain
individuals with the qualities necessary to ensure the short-
and long-term financial success of JDA. Salaries are targeted at
or near the 50th percentile of market comparisons, while
recognizing individual differences in scope of responsibilities,
qualifications, experience and leadership abilities. There is
also a significant portion of compensation (in the form of cash
bonus and equity awards) at risk contingent upon meeting annual
pre-defined corporate objectives. The objectives of these
short-and long-term incentives are to assure that those key
executives who are involved in critical decisions that impact
the Companys success have a meaningful, competitively
supportable portion of their total compensation opportunity
linked to their success in helping meet performance objectives.
Benefits are offered that are competitive within the defined
talent market, on par with our employee population, and offered
on the basis of business need and adequate individual
protection. Our benefit plans provide participants with
reasonable flexibility to meet individual needs.
18
Risk
Considerations in Determining Compensation
We regularly assess our compensation policies and practices in
response to current public and regulatory concern about the link
between incentive compensation and excessive risk taking by
corporations. We have concluded that our compensation program
does not motivate imprudent risk taking and any risks involved
in compensation are not reasonably likely to have a material
adverse effect on JDA. In reaching this conclusion, we believe
that the following risk oversight and compensation design
features guard against excessive risk-taking:
|
|
|
|
|
Establishing base salaries consistent with executives
responsibilities so that they are not motivated to take
excessive risks to achieve a reasonable level of financial
security;
|
|
|
|
Determining cash and equity incentive awards based on
achievement of adjusted EBITDA targets, which includes not only
revenue, but also expenses, provides a simple, but encompassing
and powerful, performance goal that aligns the strategies and
efforts of the enterprise across operational groups and
geographies, and also helps ensure that extraordinary
compensation is tied to creation of enhanced value for
stockholders;
|
|
|
|
Designing long-term compensation, including vesting provisions
for equity compensation awards, to reward executives for driving
high performance and sustainable, profitable, growth for
stockholders;
|
|
|
|
Utilizing conservative limits on the maximum number of equity
compensation awards issuable in any given year. Our incentive
plans are not overly leveraged and we cap the maximum payment.
The Committee has discretionary authority to adjust annual
incentive compensation payments, which further reduces any
business risk associated with such plan; and
|
|
|
|
Ensuring oversight of the Compensation Committee in the
operation of our compensation plans.
|
Program
Administration, Policies and Process
Decisions around program design and pay adjustments are made in
the context of an employees value to the
business market value of skills, individual
contribution, and business results. While base salary is
generally targeted to approximate the median of the competitive
market, actual total direct compensation may be above or below
the median based on the actual performance of JDA. The design of
the program provides for the opportunity to achieve above median
short-and long-term compensation levels through outstanding
organizational performance.
The Compensation Committee considers a number of important and
relevant factors when making decisions on compensation program
structure and individual compensation targets and payments. Such
factors include, but are not limited to: market competitiveness
of total compensation opportunities, Company performance,
retention risk and individual potential.
The Compensation Committee establishes all elements of
compensation for the Chief Executive Officer and approves them
only after careful consideration of all appropriate factors. In
setting total compensation for executives other than the Chief
Executive Officer, the Compensation Committee considers both
individual and Company-wide performance and salary
recommendations from the Chief Executive Officer.
In 2010, the Compensation Committee engaged Towers Watson
(formerly known as Watson Wyatt Worldwide) as its compensation
consultant and advisor to review JDAs executive
compensation program. The Committee had previously engaged
Watson Wyatt as its compensation consultant in 2006 and in 2008.
The Committee felt engagement of an outside consultant was
particularly beneficial as a result of the growth and
significant change in scope of the Companys operations
that resulted from the acquisition of i2 Technologies, Inc.
(i2) in January of 2010. Towers Watson conducted a
review of the Companys executive compensation program,
including an evaluation of the market positioning for total
compensation and individual pay elements. Towers Watson proposed
and the Compensation Committee approved an updated list of peer
companies based on the significant increase in JDAs annual
revenue and associate base due to the i2 acquisition. The
changes to the peer group were based upon the global nature of
their business and whether their most recent fiscal year revenue
size was half to two times the revenue of JDA. The 2010 peer
group consists of the following companies:
|
|
|
|
ο
|
Compuware Corp.
|
|
|
ο
|
Factset Rsearch Systems, Inc.
|
19
|
|
|
|
ο
|
Fair Isaac Corp.
|
|
|
ο
|
Henry (Jack) & Associates
|
|
|
ο
|
Informatica Corp.
|
|
|
ο
|
Lawson Software, Inc.
|
|
|
ο
|
Micros Systems, Inc.
|
|
|
ο
|
Parametric Technology Corp.
|
|
|
ο
|
Progress Software Corp.
|
|
|
ο
|
Quest Software, Inc.
|
|
|
ο
|
Tibco Software, Inc.
|
|
|
ο
|
Checkpoint Systems, Inc
|
|
|
ο
|
Red Hat Inc.
|
|
|
ο
|
Verint Systems Inc.
|
|
|
ο
|
Solara Holdings Inc
|
|
|
ο
|
MicroStrategy Inc.
|
|
|
ο
|
Blackboard Inc.
|
In 2010, our actual compensation was consistent with the
compensation goals and policies of our Compensation Committee
Role of
the Compensation Consultant
The Compensation Committee has the sole authority from the Board
of Directors for the appointment, compensation and oversight of
our outside compensation consultant. The Compensation Committee
has retained Towers Watson, as its consultant to assist the
committee with its responsibilities related to our executive
compensation programs. The executive compensation services
provided include assisting in defining the Companys
executive compensation strategy, providing market benchmark
information, supporting and reviewing the design of incentive
compensation plans, advising on the competitiveness of executive
officer compensation, and providing regulatory and governance
guidance.
The Compensation Committee has considered the potential impact
of Section 162(m) of the Internal Revenue Code adopted
under the Federal Revenue Reconciliation Act of 1993.
Section 162(m) disallows tax deduction to any publicly-held
corporation for individual compensation exceeding
$1 million in any taxable year paid to the Chief Executive
Officer or any of the four other most highly compensated
executive officers, unless compensation is performance-based.
Since the targeted cash compensation of each of the Named
Executive Officers is well below the $1 million threshold,
and because we believe that any options granted under the prior
equity plans currently meet the requirement of being performance
based in accordance with the regulations under
Section 162(m), the Compensation Committee believes that
Section 162(m) will not reduce the tax deductions that
would be available to us for executive compensation in 2010, or
for equity awards to be granted to our executive officers under
our 2005 Incentive Plan. Our policy is to qualify to the
extent reasonable for executive officers compensation for
deductibility under applicable tax laws.
Compensation
Elements in 2010
The following sections describe the various elements of the
Companys executive compensation program including
objectives, market positioning, structure, operation, and other
information specific to 2010 payments, awards, and compensation
adjustments.
20
The 2010
Named Executive Officers
This Compensation Discussion and Analysis describes the
compensation for the named executive officers in the Summary
Compensation Table. The named executive officers include the
principal executive officer, the principal financial officer,
plus the three other most highly compensated executive officers
who were serving as executive officers at December 31, 2010
(the Named Executive Officers).
Base
Salary
Individual base pay is based upon appropriate competitive
reference points, internal responsibilities and an
executives ability to contribute to the Companys
success. Base salary is established at a level that we believe
is sufficient to attract and retain individuals with the
qualities necessary for the long-term financial success of JDA.
Historically, that has resulted in our Compensation
Committees compensation policy to set base salary at or
near the median of the selected peer group recommended by Towers
Watson. Each executive officer is paid a base salary that is
reviewed annually by the Compensation Committee. Salary
adjustments take into account the compiled market data, but
within the context of an executives role,
responsibilities, experience, tenure, individual performance and
contribution to the organizations results as determined by
the Chief Executive Officer (or the Compensation Committee, for
decisions concerning CEO compensation).
In setting base salaries for 2010, the Compensation Committee
affirmed its philosophy of setting base salaries that
approximate the peer group median, and considered the informal
input of management and Committee members regarding anticipated
compensation changes at other comparable companies. Management
proposed a policy of base salary increases of 4% for
non-executive JDA associates, and the Compensation Committee
agreed with management that the Named Executive Officers should
receive the same percentage increase in their base salaries.
Based in part on the Companys 2010 performance and more
formal survey data obtained in September 2010 from Towers
Watson, the Committee believes its compensation objectives with
respect to base salaries were achieved in 2010.
Annual
Bonuses
The Companys Executive Bonus Plan is structured to
synchronize the compensation of all associates and to align the
incentive compensation of executive officers with the annual
operating goals and objectives of the Company. Our Compensation
Committees general philosophy with annual bonuses has been
to set target annual bonus amounts at or above the median of the
peer group recommended by Towers Watson, which are tied to a
stretch performance goal. The Compensation Committee
believes this approach to annual bonuses provides incentives to
management to maximize potential performance and enables the
Company to reward exceptional performance with total short-term
compensation that exceeds the peer group median.
The annual bonus program in 2010 (the 2010 Cash Incentive
Plan) was designed to reflect the Compensation
Committees continued judgment that the most important
measure of the Companys operating performance relative to
creating stockholder value was earnings before interest, taxes,
depreciation and amortization (EBITDA) adjusted to
exclude non-cash charges such as amortization of intangibles,
stock-based compensation and certain charges that impact the
comparability of one quarter to another. The Compensation
Committee believes that the use of the adjusted EBITDA target
provides a simple, but encompassing and powerful, performance
goal that aligns the strategies and efforts of the enterprise
across operational groups and geographies. The Compensation
Committee also believes that an adjusted EBITDA target helps
ensure that extraordinary compensation is tied to creation of
enhanced value for stockholders rather than excessive
risk-taking motivated by short-term personal gain, and serves to
motivate performance against a key metric in the Companys
credit facilities.
The annual target cash bonus amount established for the Named
Executive Officers is typically paid out on a quarterly basis.
The portion of the annual bonus paid to executives on a
quarterly basis is calculated based upon the Companys
annualized
year-to-date
achievement of the current adjusted EBITDA goal, with a holdback
of a portion of the annualized amount to be paid after the
Companys Audit Committee determines the actual adjusted
EBITDA performance of the applicable year in January of the
following year. The calculation used to determine any quarterly
payment to the Named Executive Officers is applied equally to
the general associate population.
21
As in 2009, the annual target bonus amounts in 2010 for the
Named Executive Officers were set by the Compensation Committee
at the beginning of the year, based on a stretch performance
adjusted EBITDA goal. These annual target bonus amounts were as
follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
Named Executive Officer
|
|
Title
|
|
Target Bonus
|
|
Hamish N. Brewer
|
|
Director, President and Chief Executive Officer
|
|
|
$600,000
|
|
Peter S. Hathaway
|
|
Executive Vice President and Chief Financial Officer
|
|
|
400,000
|
|
David R. King
|
|
Executive Vice President, Product Management and Development
|
|
|
250,000
|
|
Christopher J. Moore
|
|
Executive Vice President, Services
|
|
|
300,000
|
|
Jason Zintak
|
|
Executive Vice President, Sales and Marketing
|
|
|
450,000
|
|
Thomas Dziersk(1)
|
|
Senior Vice President, Americas
|
|
|
300,000
|
|
|
|
|
(1)
|
|
Mr. Dziersks annual cash incentive plan is
commission-based. As a result, he does not participate in the
annual adjusted EBITDA-based cash incentive bonus plan with the
other executive officers.
|
The adjusted EBITDA target for 2010 was $169.0 million, a
significant increase over the 2009 target of $91.5 million
reflecting the combination of i2 Technologies, Inc. with
the Company on January 28, 2010 and the resulting sales and
profit potential of the combined company.
Under the 2010 Cash Incentive Plan, no bonuses would be earned
or paid unless the Company achieved a minimum adjusted EBITDA
$144.0 million. If the Company achieved 2010 adjusted
EBITDA equal to $144.0 million or to $169.0 million,
the Named Executive Officers would have received bonuses equal
to 50% or 100% of their target cash bonuses, respectively, and
if the Company achieved adjusted EBITDA of an amount in between
such threshold and target, the Named Executive Officers would
have received bonuses of between 50% and 100% calculated on a
straight-line basis. For adjusted EBITDA levels above
$169.0 million, the Named Executive Officers would have
received 100% of their target cash bonus plus 5% of the target
cash bonus for every $1.0 million of adjusted EBITDA
achieved in excess of the $169.0 million target. For
reference, the details of the 2010 Cash Incentive Plan,
including the identification of participating Named Executive
Officers together with their target cash bonus amounts, 2010
adjusted EBITDA performance thresholds and bonus calculation
formulas, were filed with the SEC on a
Form 8-K
filed on February 11, 2010.
For 2010, the Companys actual adjusted EBITDA, as approved
by the Board of Directors in January 2011, was
$160.9 million, thus qualifying each of the Named Executive
Officers to receive approximately 95% of their target awards.
Accordingly, the actual bonuses paid to our Named Executive
Officers under the 2010 Cash Incentive Plan were as follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
Named Executive Officer
|
|
Title
|
|
Actual Bonus
|
|
Hamish N. Brewer
|
|
Director, President and Chief Executive Officer
|
|
|
$567,750
|
|
Peter S. Hathaway
|
|
Executive Vice President and Chief Financial Officer
|
|
|
378,500
|
|
David R. King
|
|
Executive Vice President, Product Management and Development
|
|
|
236,563
|
|
Christopher J. Moore(1)
|
|
Executive Vice President, Services
|
|
|
189,375
|
|
Jason Zintak
|
|
Executive Vice President, Sales and Marketing
|
|
|
428,108
|
|
Thomas Dziersk(2)
|
|
Senior Vice President, Americas
|
|
|
417,936
|
|
|
|
|
(1)
|
|
Mr. Moore left the Company on October 28, 2010.
Therefore, this amount represents his actual bonus earned
through October 28, 2010.
|
|
(2)
|
|
Mr. Dziersks annual cash incentive plan is
commission-based. Therefore, this amount represents his actual
commission earned in 2010.
|
22
Equity-Based
Awards
The Company relies on its 2005 Incentive Plan for long-term
compensation awards, which was adopted by our stockholders at
the 2005 Annual Meeting of Stockholders. Under the 2005
Incentive Plan, the Compensation Committee is authorized to
grant stock awards, restricted stock, restricted stock units,
performance awards, and deferred compensation awards, but not
stock options, to our executive officers.
The Compensation Committee, together with the Board of Directors
and management, use the 2005 Incentive Plan to make awards of
restricted stock, restricted stock units and contingent
performance share awards based upon achievement by the Company
of certain operating goals. The Compensation Committee has
aligned the Companys equity compensation program with its
cash bonus program and with the Boards performance goals
for the Company by structuring awards under both the cash bonus
program and the equity compensation program to the
Companys achievement of its adjusted EBITDA goals. In its
use of equity incentives, the Compensation Committees
philosophy is to balance its goals of incentivizing management
to achieve high performance levels with stockholder concerns
regarding equity dilution. The Compensation Committee attempts
to set target awards for the Named Executive Officers that are
at or above the median of the peer group recommended by Towers
Watson, which are tied to a stretch performance
goal. The Compensation Committee believes this approach achieves
the desired balance and enables the Company to reward
exceptional performance with total direct compensation that
equals or exceeds the peer group median. Although, when
appropriate under the circumstances, the Compensation Committee
may be more aggressive in its use of equity awards and target
long-term awards at or above the peer group median. Awards are
generally made within the first two months of the fiscal year.
Our long-term awards are designed to provide an incentive to the
executive management team to (a) successfully achieve the
adjusted EBITDA target set by the Compensation Committee for
that year, and (b) remain with the Company and continue to
build stockholder value over the twenty-four month period
succeeding the initial vesting of the award following
determination of annual adjusted EBITDA for the preceding year.
These awards give our executive officers the right to receive,
without payment of monetary consideration, on the vesting date,
a number of shares of the Companys common stock equal to
the number of performance shares or restricted stock units
vesting on such date. The awards consist of a combination of
vesting based on the passage of time and on a sliding scale tied
to the Companys actual performance as compared to the
adjusted EBITDA goal set by the Compensation Committee. The
sliding scale requires the Company to meet a minimum adjusted
EBITDA threshold for the year before any award would begin to
vest, and if the Company exceeds the adjusted EBITDA goal,
awards would increase in size up to a maximum of 125% of the
original awards. If the adjusted EBITDA goal is achieved, the
immediate award of 50% of the earned performance shares provides
a current reward for successful performance in the form of an
ownership interest in us, while subjecting the remaining 50% of
the award to vesting helps us retain key executives while
providing an ongoing incentive to build increased stockholder
value.
As with the 2010 Cash Incentive Plan, the 2010 target
performance share awards for the Named Executive Officers were
set by the Compensation Committee at the beginning of the year,
based on achieving target 2010 adjusted EBITDA of
$169.0 million, with an award of 50% of the target shares
resulting from the Companys achievement of a minimum
adjusted EBITDA threshold of $144.0 million. For 2010
adjusted EBITDA levels above $169.0 million, the Named
Executive Officers would have received 100% of their target
shares plus 2.5% of their target shares for every
$1.0 million of adjusted EBITDA achieved in excess of the
$169.0 million target up to a
23
maximum of 125% of their target shares for adjusted EBITDA of
$184.0 million. These 2010 target performance share awards
were as follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
Target Performance
|
Named Executive Officer
|
|
Title
|
|
Share Awards
|
|
Hamish N. Brewer
|
|
Director, President and Chief Executive Officer
|
|
|
75,118
|
|
Peter S. Hathaway
|
|
Executive Vice President and Chief Financial Officer
|
|
|
50,000
|
|
David R. King
|
|
Executive Vice President, Product Management and Development
|
|
|
17,527
|
|
Christopher J. Moore
|
|
Executive Vice President, Services
|
|
|
17,527
|
|
Jason Zintak
|
|
Executive Vice President, Sales and Marketing
|
|
|
50,000
|
|
Thomas Dziersk
|
|
Senior Vice President, Americas
|
|
|
15,024
|
|
For 2010, the Companys actual adjusted EBITDA, as approved
by the Board of Directors in January 2011, was
$160.9 million, thus qualifying each of the Named Executive
Officers to receive 95% of their target shares. Accordingly, the
actual number of target shares issued to our Named Executive
Officers for 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
Target Performance
|
Named Executive Officer
|
|
Title
|
|
Share Awards(2)
|
|
Hamish N. Brewer
|
|
Director, President and Chief Executive Officer
|
|
|
71,062
|
|
Peter S. Hathaway
|
|
Executive Vice President and Chief Financial Officer
|
|
|
47,300
|
|
David R. King
|
|
Executive Vice President, Product Management and Development
|
|
|
16,581
|
|
Christopher J. Moore(1)
|
|
Executive Vice President, Services
|
|
|
|
|
Jason Zintak
|
|
Executive Vice President, Sales and Marketing
|
|
|
47,300
|
|
Thomas Dziersk
|
|
Senior Vice President, Americas
|
|
|
14,213
|
|
|
|
|
(1)
|
|
The performance share awards approved for Mr. Moore were
cancelled upon his resignation from the Company on
October 28, 2010 as all necessary conditions had not been
met.
|
|
(2)
|
|
These shares vested 50% upon the date of issuance with the
remaining 50% vesting ratably over the subsequent
24-month
period.
|
Benefits
The Company provides officers with certain benefits to
adequately protect an executive and his or her immediate family
in the event of illness, disability, or death. Named Executive
Officers are eligible for health and welfare benefits available
to all eligible Company employees during active employment under
the same terms and conditions. JDA offers a comprehensive
benefits program, which includes health, dental and vision
coverage, short and long-term disability plans, life insurance
and accidental death and dismemberment coverage, as well as a
401(k) savings plan.
Executive
Stock Ownership Requirements
As stated above, one of the goals of the Companys
executive compensation program is to provide equity and monetary
rewards to management that are linked to the success of the
Company and returns to stockholders. In furtherance of this
goal, in February 2011, the Company adopted stock ownership
guidelines for its executive officers. Under the guidelines, the
Companys Chief Executive Officer is encouraged to hold
shares of Common
Stock having an aggregate value of at least three times his or
her annual base salary while the Chief Financial Officer and
each Executive Vice President are encouraged to hold shares of
Common Stock having an aggregate value of at least two times his
or her annual base salary. Current executive officers subject to
the guidelines are encouraged to reach this ownership threshold
within three years of the adoption of the policy (February
2014) and new executive officers are encouraged to reach
this ownership threshold within three years after hire.
Executive
24
officers will be deemed to have satisfied the applicable
ownership guidelines if either (i) the aggregate price paid
by the executive officer for such shares of Common Stock held
equals or exceeds the relevant multiple of his or her current
annual base salary, or (ii) the fair market value of such
shares of Common Stock equals or exceeds such amount, as
calculated on the first trading day of each calendar year. Under
the guidelines, all shares of Common Stock owned directly by
such individual, such individuals spouse, any minor
children that share the same home as such individual, and any
trust in which the individual is a trustee with voting and
investment power, are treated as shares owned and paid for by
such individual, as are vested and unvested shares underlying
Company restricted stock awards and shares underlying vested
Company stock options exercisable (net of that number of shares
of Common Stock that such individual would need to sell to cover
the exercise price with respect to such vested stock option).
Compensation
Committee Report
The Compensation Committee has reviewed and discussed the
foregoing Compensation Discussion and Analysis with the
management of the Company. Based on this review and discussion,
we recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in the Companys Proxy
Statement for the 2011 Annual Meeting of Stockholders.
Respectfully submitted by the members of the Compensation
Committee of the Board of Directors.
COMPENSATION COMMITTEE
Jock Patton, Chairman
J. Michael Gullard
Douglas G. Marlin
25
SUMMARY
COMPENSATION TABLE
The table below sets forth information concerning total
compensation provided to Named Executive Officers for services
rendered in all capacities during the years ended
December 31, 2010, 2009 and 2008. The Named Executive
Officers include the principal executive officer, the principal
financial officer, the three other most highly compensated
executive officers who were serving as executive officers at
December 31, 2010, and one person who would have been a
Named Executive Officer but was not employed at
December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan
|
|
All Other
|
|
|
Name and
|
|
|
|
|
|
|
|
Stock Awards
|
|
Compensation
|
|
Compensation
|
|
|
Principle Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
(2)
|
|
(3)
|
|
(4)
|
|
Total
|
|
Hamish N. Brewer
|
|
|
2010
|
|
|
$
|
515,000
|
|
|
$
|
|
|
|
$
|
2,598,015
|
|
|
|
567,750
|
|
|
$
|
5,108
|
|
|
$
|
3,685,873
|
|
Director, President and Chief Executive
|
|
|
2009
|
|
|
|
479,614
|
|
|
|
|
|
|
|
1,523,419
|
|
|
|
371,875
|
|
|
|
5,108
|
|
|
|
2,380,016
|
|
Officer
|
|
|
2008
|
|
|
|
465,243
|
|
|
|
|
|
|
|
726,373
|
|
|
|
372,044
|
|
|
|
4,858
|
|
|
|
1,568,518
|
|
Peter S. Hathaway
|
|
|
2010
|
|
|
$
|
360,500
|
|
|
$
|
|
|
|
$
|
1,063,648
|
|
|
$
|
378,500
|
|
|
$
|
7,390
|
|
|
$
|
1,810,038
|
|
Executive Vice President and Chief
|
|
|
2009
|
|
|
|
159,295
|
|
|
|
|
|
|
|
1,233,000
|
|
|
|
163,476
|
|
|
|
6,077
|
|
|
|
1,561,848
|
|
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David R. King
|
|
|
2010
|
|
|
$
|
275,544
|
|
|
$
|
|
|
|
$
|
449,454
|
|
|
|
236,563
|
|
|
$
|
10,112
|
|
|
$
|
971,673
|
|
Executive Vice President, Product
|
|
|
2009
|
|
|
|
244,177
|
|
|
|
|
|
|
|
248,682
|
|
|
|
239,063
|
|
|
|
10,112
|
|
|
|
742,034
|
|
Management and Development
|
|
|
2008
|
|
|
|
241,548
|
|
|
|
|
|
|
|
181,602
|
|
|
|
240,581
|
|
|
|
7,760
|
|
|
|
671,491
|
|
Christopher J. Moore(1)
|
|
|
2010
|
|
|
$
|
257,000
|
|
|
$
|
|
|
|
$
|
626,189
|
|
|
$
|
189,375
|
|
|
$
|
4,944
|
|
|
$
|
1,077,508
|
|
Executive Vice President, Services
|
|
|
2009
|
|
|
|
316,219
|
|
|
|
|
|
|
|
397,889
|
|
|
|
318,750
|
|
|
|
5,108
|
|
|
|
1,037,966
|
|
|
|
|
2008
|
|
|
|
251,516
|
|
|
|
|
|
|
|
181,602
|
|
|
|
287,404
|
|
|
|
4,855
|
|
|
|
725,377
|
|
Jason Zintak
|
|
|
2010
|
|
|
$
|
386,250
|
|
|
$
|
|
|
|
$
|
1,113,757
|
|
|
$
|
428,108
|
|
|
$
|
821
|
|
|
$
|
1,928,935
|
|
Executive Vice President,
|
|
|
2009
|
|
|
|
139,423
|
|
|
|
|
|
|
|
1,560,800
|
|
|
|
174,611
|
|
|
|
306
|
|
|
|
1,875,140
|
|
Sales and Marketing
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas Dziersk
|
|
|
2010
|
|
|
$
|
309,000
|
|
|
$
|
|
|
|
$
|
733,274
|
|
|
$
|
417,936
|
|
|
$
|
5,108
|
|
|
$
|
1,465,318
|
|
Senior Vice President, Americas
|
|
|
2009
|
|
|
|
300,000
|
|
|
|
|
|
|
|
348,158
|
|
|
|
287,417
|
|
|
|
26,502
|
|
|
|
962,077
|
|
|
|
|
2008
|
|
|
|
248,100
|
|
|
|
|
|
|
|
217,912
|
|
|
|
494,219
|
|
|
|
40,537
|
|
|
|
1,000,768
|
|
|
|
|
(1)
|
|
Mr. Moore, previously our Executive Vice President,
Services, left the Company on October 28, 2010; at that
time, his base salary was $312,000.
|
|
(2)
|
|
The amounts shown in this column reflect the compensation costs
attributable to the equity awards granted to our Named Executive
Officers. The compensation costs are based on the grant date
fair value for such equity awards. Such grant date fair value
has been calculated on the basis of the fair market value of our
common stock on the grant date.
|
|
(3)
|
|
The amounts shown in this column, other than for
Mr. Dziersk, reflect non-equity incentive payments earned
pursuant to our cash incentive plan. For Mr. Dziersk, the
amounts shown in this column reflect commissions earned.
|
|
(4)
|
|
The amounts shown in this column reflect amounts paid to our
Named Executive Officers in respect of (i) matching
contributions under our 401(k) plan, group term life insurance
premiums, and long-term disability premiums. For
Mr. Dziersk, the amounts shown for 2009 and 2008 also
reflect reimbursements in respect of temporary housing and
relocation expenses in the amount of $21,394 and $35,679,
respectively.
|
26
2010
GRANTS OF PLAN-BASED AWARDS
The following table sets forth certain information with respect
to grants of plan-based awards granted to our Named Executive
Officers during the fiscal year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
Estimated Future Payouts Under
|
|
Grant Date
|
|
|
|
|
Non-Equity Incentive Plan Awards(1)
|
|
Equity Incentive Plan Awards(2)
|
|
Fair Value of
|
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Stock Awards
|
Name
|
|
Grant Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)(3)
|
|
Hamish N. Brewer
|
|
|
2/3/10
|
|
|
$
|
300,000
|
|
|
$
|
600,000
|
|
|
|
|
|
|
|
37,559
|
|
|
|
75,118
|
|
|
|
93,898
|
|
|
$
|
1,892,381
|
|
Peter S. Hathaway
|
|
|
2/3/10
|
|
|
|
200,000
|
|
|
|
400,000
|
|
|
|
|
|
|
|
25,000
|
|
|
|
50,000
|
|
|
|
62,500
|
|
|
|
1,259,599
|
|
David R. King
|
|
|
2/3/10
|
|
|
|
125,000
|
|
|
|
250,000
|
|
|
|
|
|
|
|
8,764
|
|
|
|
17,527
|
|
|
|
21,909
|
|
|
|
441,552
|
|
Christopher J. Moore(4)
|
|
|
2/3/10
|
|
|
|
150,000
|
|
|
|
300,000
|
|
|
|
|
|
|
|
8,764
|
|
|
|
17,527
|
|
|
|
21,909
|
|
|
|
466,744
|
|
Jason Zintak
|
|
|
2/3/10
|
|
|
|
225,000
|
|
|
|
450,000
|
|
|
|
|
|
|
|
25,000
|
|
|
|
50,000
|
|
|
|
62,500
|
|
|
|
1,259,599
|
|
Thomas Dziersk
|
|
|
2/3/10
|
|
|
|
|
|
|
|
300,000
|
|
|
|
|
|
|
|
7,512
|
|
|
|
15,024
|
|
|
|
18,780
|
|
|
|
378,492
|
|
|
|
|
(1)
|
|
The amounts in these columns reflect the Threshold and Target
bonuses payable to our Named Executive Officers under our 2010
Cash Incentive Plan (for 2010, there was no maximum amount). All
such awards have been paid, and the actual amounts paid are set
forth in the Summary Compensation Table above.
|
|
(2)
|
|
The amounts in these columns reflect the Threshold, Target, and
Maximum shares issuable to our Named Executive Officers pursuant
to their respective 2010 performance share awards under our 2005
Incentive Plan. All such award shares have been issued, and the
actual number of shares issued is set forth above under
Compensation Discussion and Analysis
Compensation Elements in 2010 Equity-Based
Awards.
|
|
(3)
|
|
The dollar value reported in this column reflects the grant date
fair value of such stock awards determined by multiplying the
actual target shares earned for 2010 by the grant date fair
value per share of $26.63 (the closing price of our common stock
on the grant date of February 3, 2010.
|
|
(4)
|
|
The performance share awards approved for Mr. Moore were
cancelled upon his resignation from the Company on
October 28, 2010 as all necessary conditions had not been
met.
|
27
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information concerning
outstanding equity awards held by our Named Executive Officers
as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Number of
|
|
Payout Value of
|
|
|
|
|
Number of
|
|
|
|
|
|
Shares or
|
|
Market Value of
|
|
Unearned
|
|
Unearned
|
|
|
|
|
Securities
|
|
|
|
|
|
Units of
|
|
Shares or Units
|
|
Shares, Units or
|
|
Shares, Units or
|
|
|
|
|
Underlying
|
|
Option
|
|
|
|
Stock Held
|
|
of Stock Held
|
|
Other Rights
|
|
Other Rights
|
|
|
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
That Have
|
|
that Have Not
|
|
That Have Not
|
|
That Have Not
|
|
|
|
|
Options (#)
|
|
Price
|
|
Expiration
|
|
Not Vested
|
|
Yet Vested
|
|
Vested
|
|
Vested
|
|
|
Name
|
|
Exercisable
|
|
($)
|
|
Date
|
|
(#)(3)
|
|
($)
|
|
(#)(4)(5)
|
|
($)
|
|
|
|
Hamish N. Brewer
|
|
|
115,000
|
|
|
|
14.88
|
|
|
|
4/14/14
|
|
|
|
31,987
|
|
|
$
|
895,636
|
|
|
|
75,118
|
|
|
|
2,103,304
|
|
|
|
|
|
Peter S. Hathaway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,280
|
|
|
$
|
931,840
|
|
|
|
100,000
|
|
|
|
2,800,000
|
|
|
|
|
|
David R. King
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,298
|
|
|
$
|
148,344
|
|
|
|
17,527
|
|
|
|
490,756
|
|
|
|
|
|
Jason Zintak
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,036
|
|
|
$
|
1,009,008
|
|
|
|
100,000
|
|
|
|
2,800,000
|
|
|
|
|
|
Thomas Dziersk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,374
|
|
|
$
|
206,472
|
|
|
|
15,024
|
|
|
|
420,672
|
|
|
|
|
|
|
|
|
(1)
|
|
All restricted stock and restricted stock unit awards are
subject to certain forfeiture provisions and require that the
recipients remain continuously employed by the Company during
the vesting period.
|
|
(2)
|
|
The market value of restricted shares or restricted stock units
that have not vested is based on the closing price of the
Companys common stock on December 31, 2010 ($28.00).
|
|
(3)
|
|
The totals in this column include:
|
|
|
|
|
|
For Mr. Brewer, 904 shares that became fully vested as
of January 28, 2011 and 31,083 shares that vest
ratably on a monthly basis through January 28, 2012;
|
|
|
|
For Mr. Hathaway, 26,500 shares that vest ratably on a
monthly basis through July 20, 2012 and 6,780 shares
that vest ratably on a monthly basis through January 28,
2012;
|
|
|
|
For Mr. King, 226 shares that became fully vested on
January 28, 2011 and 5,072 shares that vest ratably on
a monthly basis through January 28, 2012;
|
|
|
|
For Mr. Zintak, 27,900 shares that vest ratably on a
monthly basis through August 18, 2012 and 8,136 shares
that vest ratably on a monthly basis through January 28,
2012; and
|
|
|
|
For Mr. Dziersk, 271 shares that became fully vested
as of January 28, 2011 and 7,103 shares that vest
ratably on a monthly basis through January 28, 2012.
|
|
|
|
(4)
|
|
The totals in this column reflect performance share awards
granted on January 28, 2010. The actual number of shares
issued to the Named Executive Officers in 2011 based on the
Companys 2010 performance is set forth and described in
Executive Compensation Compensation Discussion
and Analysis Compensation Elements in
2010 Equity-Based Awards.
|
|
(5)
|
|
Upon commencement of Messrs. Hathaway and Zintak employment
in 2009, 50,000 contingently issuable restricted stock units
were granted, respectively, that will vest in defined tranches
if and when we achieve certain pre-defined performance
milestones. As of December 31, 2010, none of these awards
had been earned or vested. However, 16,667 and 15,300 restricted
stock units are included in the Security Ownership of Certain
Beneficial Owners and Management table for Messrs. Hathaway
and Zintak, respectively, as certain performance milestones were
achieved and the respective restricted stock units vested in the
first quarter 2011.
|
28
OPTION
EXERCISES AND STOCK VESTED
The following table sets forth information concerning option
exercises by the current Named Executive Officers and vesting of
our Common Stock held by them during the fiscal year ended
December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares Acquired
|
|
Value Realized on
|
|
Shares Acquired
|
|
Value Realized on
|
|
|
on Exercise
|
|
Exercise
|
|
on Vesting
|
|
Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
|
|
|
(1)
|
|
|
|
(2)
|
|
Hamish N. Brewer
|
|
|
290,000
|
|
|
$
|
3,019,999
|
|
|
|
95,542
|
|
|
$
|
2,598,015
|
|
Peter S. Hathaway
|
|
|
|
|
|
|
|
|
|
|
41,720
|
|
|
$
|
1,063,648
|
|
David R. King
|
|
|
35,000
|
|
|
|
435,326
|
|
|
|
16,551
|
|
|
$
|
449,454
|
|
Christopher J. Moore
|
|
|
100,000
|
|
|
|
1,154,012
|
|
|
|
23,054
|
|
|
$
|
626,189
|
|
Jason Zintak
|
|
|
|
|
|
|
|
|
|
|
43,964
|
|
|
$
|
1,113,757
|
|
Thomas Dziersk
|
|
|
|
|
|
|
|
|
|
|
27,062
|
|
|
$
|
733,274
|
|
|
|
|
(1)
|
|
The value realized upon exercise of option awards is calculated
by subtracting the exercise price of the options from the market
value of the underlying securities at the date of exercise.
|
|
(2)
|
|
The value realized upon vesting of stock awards is calculated by
multiplying the number of shares of stock by the market value of
the underlying securities on the date of vesting.
|
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
In order to assure that executives can focus their attention on
the Companys business and consider all merger and
acquisition opportunities in an unbiased manner without regard
to the impact on their immediate personal situation, the Company
has entered into employment agreements with certain executives
as described below, which include change in control severance
protection. The Committee considers these agreements to be
necessary, appropriate and consistent with competitive practice.
We have employment agreements with Mr. Brewer, our
President and Chief Executive Officer, Mr. Hathaway, our
Executive Vice President and Chief Financial Officer, and
Mr. Zintak, our Senior Vice President, Sales and Marketing,
dated September 8, 2009, July 20, 2009, and
August 18, 2009, respectively. These agreements may be
reviewed and adjusted periodically by the Compensation
Committee. The employment agreements provide
Messrs. Brewer, Hathaway, and Zintak with an annual base
salary, a bonus potential and change in control severance
protection.
The employment agreements list specific benefits payable to them
upon termination. Upon
termination for cause
(as defined
in each individual agreement) or upon
voluntary
resignation
, the executives are entitled to earned but
unpaid salary and unreimbursed customary business expenses. Upon
termination by the Company without cause
, or upon
voluntary termination by the executive for good reason
(as defined in each individual agreement), the executives
are generally entitled to severance. The severance entitlement
is 24 months of base salary and one years target
bonus for Messrs. Brewer, Hathaway and Zintak that would
otherwise be paid if all performance based milestones were
achieved at the 100% level by both the Company and the
Executive. These severance values, assuming termination of
employment on December 31, 2010, are summarized in the
table below:
|
|
|
|
|
Name
|
|
Severance Amount
|
|
Hamish N. Brewer
|
|
$
|
1,640,000
|
|
Peter S. Hathaway
|
|
|
1,128,000
|
|
Jason Zintak
|
|
|
1,230,000
|
|
29
Additionally, in the event of a change in control of the
Company, any unvested equity, consisting of restricted stock
units, will become fully vested as of the day prior to the
change in control. We are not obligated to make any other
payment in a change in control. Assuming a change in control
took place on December 31, 2010, the foregoing individuals
would have received the following amounts as a result of such
accelerated vesting:
|
|
|
|
|
|
|
Unvested Equity
|
Name
|
|
($)
|
|
Hamish N. Brewer
|
|
$
|
2,998,940
|
|
Peter S. Hathaway
|
|
|
3,731,840
|
|
David R. King
|
|
|
639,128
|
|
Jason Zintak
|
|
|
3,809,008
|
|
Thomas Dziersk
|
|
|
627,144
|
|
As a condition to each executives entitlement to receive
the severance entitlements and the unvested equity referenced in
the tables above, the executive is required to execute a waiver
of claims against the Company and shall be bound by the terms of
a non-competition and non-solicitation agreement which prohibits
the executive from working for a competitor for a specified
period, as further set forth below:
|
|
|
|
|
Name
|
|
Non-Competition Term
|
|
Hamish N. Brewer
|
|
|
9 months
|
|
Peter S. Hathaway
|
|
|
9 months
|
|
Jason Zintak
|
|
|
9 months
|
|
Each of Messrs. Brewer, Hathaway and Zintak also have
provisions in their employment contracts which generally provide
for excise tax
gross-ups
in
the event that any liability is incurred under IRC
Sections 280G or 4999. Had each of the executives
terminated on December 31, 2010, no liability would have
been incurred under those sections, and no
gross-up
payments would have been paid.
30
COMPENSATION
OF DIRECTORS
The table below sets forth information concerning total
compensation provided to members of our Board of Directors for
services rendered during the fiscal year ended December 31,
2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
or Paid
|
|
|
|
|
|
|
|
|
in Cash
|
|
Stock Awards
|
|
All Other
|
|
Total
|
Name
|
|
($)
|
|
($)
|
|
Compensation
|
|
($)
|
|
|
(1)
|
|
(2)
|
|
|
|
|
|
James D. Armstrong
|
|
$
|
261,250
|
|
|
$
|
52,000
|
|
|
$
|
7,390
|
|
|
$
|
320,640
|
|
Hamish N. Brewer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Michael Gullard
|
|
|
53,500
|
|
|
|
52,000
|
|
|
|
|
|
|
|
105,500
|
|
Douglas G. Marlin
|
|
|
48,500
|
|
|
|
52,000
|
|
|
|
|
|
|
|
100,500
|
|
Jock Patton
|
|
|
53,500
|
|
|
|
52,000
|
|
|
|
|
|
|
|
105,500
|
|
|
|
|
(1)
|
|
Mr. Armstrong serves as Chairman of the Board and assists
the Company with strategic planning, merger and acquisition
opportunities, major product direction and key customer and
employee relations. Mr. Armstrong is compensated pursuant
to the terms of an amended employment agreement dated
August 1, 2003 that provides a minimum base salary of
$250,000 and the right to receive non-cash equity compensation.
Mr. Armstrongs base salary was increased from
$250,000 to $261,250 effective April 1, 2008. In addition,
the amended employment agreement provides that if
Mr. Armstrong is
terminated without cause
or he
voluntarily resigns for good reason
, he would be entitled
to receive a severance amount equal to 36 months of base
salary. Mr. Brewer does not receive compensation for his
service on the board of directors.
|
For 2010, non-employee directors received cash compensation for
their services as follows:
|
|
|
|
|
Annual Retainer
|
|
$
|
20,000
|
|
Annual Committee Chairman Retainers
:
|
|
|
|
|
Audit Committee
|
|
$
|
7,500
|
|
Compensation Committee
|
|
$
|
2,500
|
|
Nominating & Governance Committee
|
|
$
|
2,500
|
|
Fees for Attendance at Scheduled Meetings:
|
|
|
|
|
Regular of special Board of Director meetings
|
|
$
|
1,000
|
|
Committee meetings held the same day as Board of Director
meetings
|
|
$
|
1,000
|
|
Committee meetings not held the same day as Board of Director
meetings
|
|
$
|
1,000
|
|
Reimbursement for reasonable
out-of-pocket
expenses
|
|
|
All
|
|
|
|
|
(2)
|
|
The table below sets forth information concerning grants of
restricted stock to members of the Board of Directors (except
Mr. Brewer) during the year ended December 31, 2010.
The restricted shares were granted fully vested and as of
December 31, 2010 there were no unvested restricted stock
awards held by our directors. The dollar value values shown in
the table below are equal to the number of restricted shares
awarded multiplied by market price of our stock on the date of
grant.
|
|
|
|
|
|
Date of Grant:
|
|
|
May 21, 2010
|
|
Market Price:
|
|
|
$26.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Value
|
|
|
Number of
|
|
of Shares
|
|
|
Shares (#)
|
|
($)
|
|
James D. Armstrong
|
|
|
2,000
|
|
|
$
|
52,000
|
|
J. Michael Gullard
|
|
|
2,000
|
|
|
|
52,000
|
|
Douglas G. Marlin
|
|
|
2,000
|
|
|
|
52,000
|
|
Jock Patton
|
|
|
2,000
|
|
|
|
52,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
$
|
208,000
|
|
|
|
|
|
|
|
|
|
|
31
SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS
The following provides tabular disclosure as of
December 31, 2010 of the number of securities to be issued
upon the exercise of outstanding options or vesting of
restricted stock units, the weighted average exercise price of
outstanding options, and the number of securities remaining
available for future issuance under equity compensation plans,
aggregated into two categories plans that have been
approved by stockholders and plans that have not:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities to be
|
|
|
|
|
|
|
|
|
|
Issued Upon
|
|
|
|
|
|
Number of
|
|
|
|
Exercise of
|
|
|
|
|
|
Securities
|
|
|
|
Outstanding Options
|
|
|
|
|
|
Remaining Available
|
|
|
|
or Vesting of
|
|
|
Weighted-Average
|
|
|
for Future Issuance
|
|
|
|
Restricted Stock
|
|
|
Exercise Price of
|
|
|
Under Equity
|
|
Equity Compensation Plans
|
|
Units
|
|
|
Outstanding Options
|
|
|
Compensation Plans
|
|
|
Approved by stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
1996 Option Plan(1)
|
|
|
456,586
|
|
|
$
|
16.17
|
|
|
|
|
|
1996 Directors Plan(1)
|
|
|
60,750
|
|
|
$
|
16.23
|
|
|
|
|
|
2005 Performance Incentive Plan(2)
|
|
|
131,282
|
|
|
$
|
|
|
|
|
2,506,942
|
|
Employee Stock Purchase Plan(3)
|
|
|
1,213,988
|
|
|
$
|
|
|
|
|
1,213,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,862,606
|
|
|
$
|
16.18
|
|
|
|
3,720,930
|
|
Not approved by stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 Option Plan(1)
|
|
|
29,000
|
|
|
$
|
11.08
|
|
|
|
|
|
Non-Plan Equity Inducement Awards(4)
|
|
|
169,312
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198,312
|
|
|
$
|
15.91
|
|
|
|
3,720,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
We discontinued making new stock option grants under the 1996
Option Plan, the 1996 Directors Plan and the 1998 Option
Plan (the Prior Plans) in 2004 and with the adoption
of the 2005 Performance Incentive Plan, we terminated all Prior
Plans except for those provisions necessary to administer the
outstanding options, all of which are fully vested.
|
|
(2)
|
|
The 2005 Incentive Plan was approved by stockholders in May
2005. The 2005 Incentive Plan replaced the Prior Plans and
provides for the issuance of up to 3,847,000 shares of
common stock to employees, consultants and directors under stock
purchase rights, stock bonuses, restricted stock, restricted
stock units, performance awards, performance units and deferred
compensation awards.
|
|
(3)
|
|
The Employee Stock Purchase Plan was approved by stockholders in
May 2008. The purchase plan has an initial reserve of
1,500,000 shares and provides eligible employees with the
ability to defer up to 10% of their earnings for the purchase of
our common stock on a semi-annual basis at 85% of the fair
market value on the last day of each six-month offering period
that begins on February 1st and August 1st of each
year.
|
|
(4)
|
|
Non-Plan Equity Inducement Awards. During third quarter 2009, we
announced the appointment of Peter S. Hathaway to the position
of Executive Vice President and Chief Financial Officer and
Jason B. Zintak to the newly-created position of Executive Vice
President, Sales and Marketing. In order to induce
Mr. Hathaway and Mr. Zintak to accept employment, the
Compensation Committee granted certain equity awards outside of
the terms of the 2005 Incentive Plan and pursuant to NASDAQ
Marketplace Rule 5635(c)(4). A description of these awards
is set forth in Footnote 14 to our audited consolidated
financial statements set forth in our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010, filed with the
SEC on March 1, 2011.
|
32
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), requires our executive
officers, directors and beneficial holders of more than 10% of
our Common Stock, to file reports of ownership and changes in
ownership with the SEC and the National Association of
Securities Dealers. Such persons are required by SEC regulations
to furnish us with copies of all Section 16(a) forms filed
by such persons. The rules of the SEC require us to disclose the
identity of such executive officers, directors and beneficial
owners of more than 10% of our Common Stock who did not file the
required reports on a timely basis.
Based solely upon our review of the forms that have been
received by us, or the written representations from certain
reporting persons, we believe that all Section 16(a) filing
requirements applicable to our executive officers, directors and
beneficial holders of more than 10% of our Common Stock were
complied with during the fiscal year ended December 31,
2010.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Our Audit Committee, pursuant to the Audit Committee Charter,
has oversight for related person transactions and compliance
with our Code of Ethics. The Audit Committee receives periodic
reports from management with respect to related person
transactions and reviews potential conflict of interest
situations where appropriate. Our Code of Ethics governs related
person transactions for our employees and requires potential
conflicts of interest to be reported to management or the
Companys compliance team.
Pursuant to our code of business conduct and ethics, our
executive officers, directors, and principal stockholders,
including their immediate family members and affiliates, are
prohibited from entering into a related party transaction with
us without the prior consent of our Audit Committee (or other
independent committee of our board of directors in cases where
it is inappropriate for our Audit Committee to review such
transaction due to a conflict of interest). Any request for us
to enter into a transaction with an executive officer, director,
principal stockholder, or any of such persons immediate
family members or affiliates, in which the amount involved
exceeds $120,000 must first be presented to our Audit Committee
for review, consideration and approval. In approving or
rejecting the proposed agreement, our Audit Committee will
consider the relevant facts and circumstances available and
deemed relevant, including, but not limited, to the risks, costs
and benefits to us, the terms of the transaction, the
availability of other sources for comparable services or
products, and, if applicable, the impact on a directors
independence. Our Audit Committee shall approve only those
agreements that, in light of known circumstances, are in, or are
not inconsistent with, our best interests, as our Audit
Committee determines in the good faith exercise of its
discretion.
We were not a party to any transaction during 2010 in excess of
$120,000 with any of our directors, executive officers,
significant security holders, or an immediate family member of
any of the foregoing persons, in which such person has a direct
or indirect material interest.
REPORT OF
THE AUDIT COMMITTEE
The following is the Report of the Audit Committee with respect
to our audited financial statements for the year ended
December 31, 2010. The following Report of the Audit
Committee shall not be deemed to be soliciting material or to be
filed with the SEC nor shall such information be incorporated by
reference into any future filing under the Securities Act of
1933, as amended, or the Exchange Act, except to the extent we
specifically incorporate it by reference into such filing.
Membership
and Purpose
The Audit Committee meets quarterly with management and our
independent auditors to review and approve operating results,
financial statements and earnings releases. The Chairman of our
Audit Committee also meets with representatives of our
independent auditors from time to time.
The Audit Committee oversees our financial reporting process on
behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting
process, including internal
33
control systems. Our independent auditors, Deloitte &
Touche LLP, is responsible for expressing an opinion as to the
conformity of our audited financial statements with generally
accepted accounting principles.
During fiscal 2010, the members of the Audit Committee were
Mr. Gullard, Mr. Marlin, and Mr. Patton, each of
whom, in the judgment of the Board, is an independent
director as defined in the NASDAQ listing standards.
Mr. Gullard served as Chairman of the Audit Committee
during fiscal year 2010, which held six meetings during the
year. Mr. Haddrill joined the Board and Audit Committee on
January 1, 2011 and did not serve during 2010. The Audit
Committee acts pursuant to a written charter that has been
adopted by the Board of Directors. The Charter of the Audit
Committee is available on our website at
www.jda.com
.
Review of
the Companys Audited Financial Statements
Deloitte & Touche LLP has discussed with the Audit
Committee the conduct of the audit of our financial statements
and has represented to the Audit Committee that their
presentations include all matters required to be discussed by
Statement on Auditing Standards No. 61, as amended,
Communication with Audit Committees, and
Rule 2-07
of
Regulation S-X.
The Audit Committee has met with our independent auditors,
Deloitte & Touche LLP, with and without management
present, to discuss the overall scope of Deloitte &
Touche LLPs audit, the results of its examinations, its
evaluations of our internal controls, our progress in meeting
the internal controls requirements under Section 404 of the
Sarbanes-Oxley Act of 2002, and the overall quality of its
financial reporting. The Audit Committee has reviewed and
discussed the audited financial statements with management and
management has represented to the Audit Committee that the
Companys consolidated financial statements were prepared
in accordance with accounting principles generally accepted in
the United States of America.
The Audit Committee has received from Deloitte &
Touche LLP the written disclosures and the letter required by
applicable requirements of the Public Company Accounting
Oversight Board regarding Deloitte & Touche LLPs
communications with the Audit Committee concerning independence,
discussed with the auditors any relationships that may impact
their objectivity and independence and the extent to which they
may be retained to perform non-audit services, and satisfied
itself as to the auditors independence.
Based on the review and discussions referred to above, the Audit
Committee recommended that the Board of Directors include the
Companys audited financial statements in the Annual Report
on
Form 10-K
for the fiscal year ended December 31, 2010.
Policy
for Approving Audit and Permitted Non-Audit Services of the
Independent Auditor
The Audit Committee has established procedures to pre-approve
all audit and permitted non-audit services provided by our
independent auditor. These services may include audit services,
audit-related services, certain tax services and other services.
Under our policy, pre-approval is generally provided for up to
one year and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a
specific budget. Although the rules of the SEC permit
de
minimis
exceptions, it is our policy to pre-approve all
audit and permitted non-audit services performed by our
independent auditor. The Audit Committee has delegated
pre-approval authority to the Chairman of the Audit Committee
when expedition of services is necessary and such service has
not been previously pre-approved under our pre-approval policy
or when, pursuant to our pre-approval policy, pre-approval is
required on a
case-by-case
basis. The Chairman is required to report any such pre-approval
decisions to the full Audit Committee at its next regularly
scheduled meeting.
34
Respectfully submitted by the members of the 2010 Audit
Committee of the Board of Directors.
AUDIT COMMITTEE
J. Michael Gullard, Chairman
Douglas G. Marlin
Jock Patton
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently comprised of four
non-employee members of our Board of Directors,
Mr. Gullard, Mr. Marlin, Mr. Patton and
Mr. Haddrill (Mr. Haddrill joined the Board and
Compensation Committee on January 1, 2011 and did not serve
during 2010). During fiscal year 2010, no member of the
Compensation Committee had any relationship with the Company
requiring disclosure under Item 404 of
Regulation S-K.
During fiscal year 2010, none of the Companys executive
officers served on the compensation committee (or its
equivalent) or the board of directors of another entity any of
whose executive officers served on the Companys
Compensation Committee. There are no interlocks between our
Compensation Committee and any other entities involving our
Directors and executive officers who serve as executive officers
of such entities.
35
PROPOSAL 2
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
(SAY-ON-PAY)
The recently enacted Dodd-Frank Wall Street Reform and Consumer
Protection Act, or the Dodd-Frank Act, requires that our
stockholders have the opportunity to cast an advisory
(non-binding) vote on executive compensation commencing with our
2011 annual meeting of stockholders, commonly referred to as a
Say-on-Pay
vote, as well as an advisory vote with respect to whether future
Say-on-Pay
votes will be held every one, two or three years, which is the
subject of Proposal No. 3 in this proxy statement.
The advisory vote on executive compensation is a non-binding
vote on the compensation of our named executive officers as
described in the Compensation Discussion and Analysis section,
including the tabular disclosure and accompanying narrative
disclosure, regarding such compensation, set forth in this proxy
statement. Please read the Compensation Discussion and Analysis
section starting on page 18 of this proxy statement for a
detailed discussion about our executive compensation programs,
including information about the fiscal 2010 compensation of our
named executive officers.
The advisory vote on executive compensation is not a vote on our
general compensation policies, the compensation of our board of
directors, or our compensation policies as they relate to risk
management. The
Dodd-Frank
Act requires that we hold the advisory vote on executive
compensation at least once every three years.
We pay our executive officers based on business performance and
individual performance, and, in setting compensation levels, we
take into consideration our past practices, our current and
anticipated future needs, and the relative skills and experience
of each individual executive officer. Under our compensation
philosophy, which we discuss in the Compensation Discussion and
Analysis, a named executive officers total compensation
will vary based on our overall performance and the particular
named executive officers personal performance and
contribution to our overall results. We believe that the
compensation program we follow helps us achieve our principal
compensation objectives of relating compensation to performance
and making our compensation package competitive and
cost-effective.
The Compensation Discussion and Analysis section starting on
page 18 of this proxy statement provides a more detailed
discussion of our executive compensation program and
compensation philosophy. We believe our policies have helped us
achieve our compensation objectives of attracting, motivating,
retaining, and rewarding our key officers.
The vote solicited by this Proposal No. 2 is advisory,
and therefore is not binding on us, our board of directors or
our compensation committee, nor will its outcome require us, our
board of directors or our compensation committee to take any
action. Moreover, the outcome of the vote will not be construed
as overruling any decision by us or the board.
Furthermore, because this non-binding, advisory vote primarily
relates to the compensation of our named executive officers that
we have already paid or otherwise contractually committed to,
there is generally no opportunity for us to revisit these
decisions. However, our board, including our compensation
committee, values the opinions of our stockholders and, to the
extent there is any significant vote against the named executive
officer compensation as disclosed in this proxy statement, we
will consider our stockholders concerns and evaluate what
actions, if any, may be appropriate for us to take in the future
to address those concerns.
Stockholders will be asked at the Annual Meeting to approve the
following resolution pursuant to this Proposal No. 2:
RESOLVED, that the stockholders of JDA Software, Inc.
approve, on an advisory basis, the compensation of the
Companys named executive officers, disclosed pursuant to
Item 402 of
Regulation S-K
in the Companys definitive proxy statement for the 2011
Annual Meeting of Stockholders.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
36
PROPOSAL 3
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
In connection with Proposal No. 2 above seeking
advisory approval of the compensation of our named executive
officers, the Dodd-Frank Act also requires that we include in
this proxy statement for our 2011 Annual Meeting a separate
advisory (non-binding) stockholder vote to advise on whether the
Say-on-Pay
vote should occur every one, two or three years. You have the
option to vote for any one of the three options, or to abstain
on the matter. For the reasons described below, our board
recommends that our stockholders select a frequency of one year,
or an annual vote. We are required to solicit stockholder
approval on the frequency of future
Say-on-Pay
proposals at least once every six years, although we may seek
stockholder input more frequently.
Our board of directors believes that our current executive
compensation programs directly link the compensation we pay to
our executive officers to our overall financial performance and
therefore strongly align the interests of our executive officers
with those of our stockholders. Our board of directors has
determined that an advisory vote on executive compensation every
year is the best approach for the Company based on a number of
considerations, including the following:
|
|
|
|
|
Annual votes will allow stockholders to provide the Company with
their direct input on the compensation philosophy, policies and
practices as disclosed in the proxy statement every year;
|
|
|
|
Annual votes are consistent with Company policies of annually
seeking input from, and engaging in discussions with, the
Companys stockholders on corporate governance matters and
executive compensation philosophy, policies and
practices; and
|
|
|
|
Less frequent votes could allow an unpopular pay practice to
continue too long without timely feedback.
|
The board believes that giving our stockholders the right to
cast an advisory vote every year on their approval of the
compensation arrangements of our named executive officers is a
good corporate governance practice and is in the best interests
of our stockholders, by allowing our stockholders to provide us
with their input on our executive compensation philosophy,
policies and practices as disclosed in our proxy statement every
year.
We understand that our stockholders may have different views as
to what is the best approach for the Company, and we look
forward to hearing from our stockholders on this
Proposal No. 3.
The board will continue to engage with stockholders on executive
compensation between stockholder votes.
You may cast your vote on your preferred voting frequency by
choosing the option of three years, two years or one year when
you vote in response to the resolution set forth below, or you
may abstain from voting on this matter.
RESOLVED, that the stockholders of JDA Software Group,
Inc. determine, on an advisory basis, that the frequency with
which the stockholders of the Company shall have an advisory
vote on executive compensation, as disclosed pursuant to the
compensation disclosure rules of the SEC, is:
Choice 1 every year;
Choice 2 every two years;
Choice 3 every three years; or
Choice 4 abstain from voting.
The option of one year, two years or three years that receives
votes representing the majority in voting power of shares
present in person or represented by proxy and entitled to vote
will be the frequency for the advisory vote on the compensation
of our named executive officers that has been selected by
stockholders. However, because this vote is advisory and is not
binding on our board of directors, the board may decide that it
is in the best interests of us and our stockholders to hold an
advisory vote on executive compensation more or less frequently
than the option approved by our stockholders.
37
Abstentions and broker non-votes will not be counted and,
accordingly, will have no effect on the outcome of the vote on
this Proposal No. 3.
This vote may not be construed (1) as overruling a decision
by us or our board of directors or (2) to create or imply
any change or addition to the fiduciary duties of us or our
board of directors. Stockholders are not voting to approve or
disapprove the board of directors recommendation.
Stockholders may choose among the four choices included in the
resolution set forth above.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE OPTION OF ONCE EVERY YEAR AS THE FREQUENCY WITH WHICH
STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE
COMPENSATION, AS DISCLOSED PURSUANT TO ITEM 402 OF
REGULATION S-K
OF THE SEC RULES.
38
PROPOSAL 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors of the Company,
with the approval of the Board of Directors, has selected
Deloitte & Touche LLP (Deloitte &
Touche) as independent auditors to audit the consolidated
financial statements of the Company for the fiscal year ending
December 31, 2011. Deloitte & Touche acted in
such capacity during the year ended December 31, 2010. This
appointment is being presented to the stockholders for
ratification. Although the Company is not required to obtain
stockholder ratification of the appointment of the independent
auditors for the Company for the fiscal year ending
December 31, 2011, the Company has elected to do so in
order to provide the stockholders with an opportunity to
participate in this decision. In the event that the stockholders
do not ratify the appointment of Deloitte & Touche as
the independent auditors of the Company, the Board of Directors
will consider the retention of other independent auditors.
A representative of Deloitte & Touche is expected to
be present at the annual meeting with the opportunity to make a
statement if the representative desires to do so, and is
expected to be available to respond to appropriate questions
from stockholders.
The following table sets forth the aggregate fees billed to the
Company for the fiscal years ended 2010 and 2009 by
Deloitte & Touche, the member firms of Deloitte Touche
Tohmatsu, and their respective affiliates (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
Type of Fee
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Audit Fees(1)
|
|
$
|
1,545
|
|
|
$
|
1,704
|
|
Audit-Related Fees(2)
|
|
|
955
|
|
|
|
134
|
|
|
|
|
|
|
|
|
|
|
Total Audit and Audit Related Fees
|
|
|
2,500
|
|
|
|
1,838
|
|
Tax Fees(3)
|
|
|
554
|
|
|
|
515
|
|
All Other Fees(4)
|
|
|
13
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
3,067
|
|
|
$
|
2,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The amounts reported for Audit Fees are based on fees, including
out-of-pocket
expenses, associated with the annual audits of our consolidated
financial statements for the fiscal years ended
December 31, 2010 and 2009, review of quarterly reports on
Form 10-Q,
and statutory audits required internationally, irrespective of
the period in which the related services were rendered or
billed. Audit Fees also include fees for services rendered for
assistance with and review of all other documents filed with the
SEC.
|
|
(2)
|
|
The amounts reported for Audit-Related Fees are based upon fees,
including
out-of-pocket
expenses, for services rendered during the years ended
December 31, 2010 and 2009, even if we were not billed for
the services until the subsequent period. Audit-Related Fees
include due diligence pertaining to acquisitions and
consultation on accounting standards or transactions, employee
benefit plan audits and assistance with statutory reporting
requirements in certain of our international subsidiaries.
|
|
(3)
|
|
The amounts reported for Tax Fees are based upon fees, including
out-of-pocket
expenses, for services rendered during the years ended
December 31, 2010 and 2009 for tax services, even if we
were not billed for the services until a subsequent period. Tax
Fees are primarily for tax compliance services and include
special projects related to transfer pricing, extra-territorial
income and foreign tax credits, assistance with tax audits and
appeals, and expatriate tax services.
|
|
(4)
|
|
The amounts reported for All Other Fees includes fees paid
during 2010 for access fees to use the Deloitte &
Touche accounting research website.
|
The Audit Committee has determined that all services performed
by Deloitte & Touche are compatible with maintaining
the independence of Deloitte & Touche. The Audit
Committee has adopted a policy that requires advance approval of
all audit and permissible non-audit services provided by our
independent auditors. These services may include audit services,
audit-related services, certain tax services and other services.
Under our policy,
39
pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or
category of services and is generally subject to a specific
budget. Although the rules of the SEC permit
de minimis
exceptions, it is our policy to pre-approve all audit and
permitted non-audit services performed by our independent
auditor. The Audit Committee has delegated pre-approval
authority to the Chairman of the Audit Committee when expedition
of services is necessary and such service has not been
previously pre-approved under our pre-approval policy or when,
pursuant to our pre-approval policy, pre-approval is required on
a
case-by-case
basis. The Chairman is required to report any such pre-approval
decisions to the full Audit Committee at its next regularly
scheduled meeting. All of the audit and non-audit services
listed above under the categories Audit Fees,
Audit-Related Fees, or All Other Fees
were pre-approved by the Audit Committee for the years ended
December 31, 2010 and 2009.
Vote
Required and Board of Directors Recommendation
Approval of this proposal requires the affirmative vote of a
majority of the shares present or represented by proxy and
entitled to vote on this proposal. Abstentions and broker
non-votes will each be counted as present for purposes of
determining the presence of a quorum but will not have any
effect on the outcome of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE RATIFICATION OF OUR APPOINTMENT OF
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2011.
TRANSACTION
OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors does
not know of or intend to present any matters at the 2011 Annual
Meeting of Stockholders other than those described herein and
does not presently know of any matters that will be presented by
other parties. If however, any other matters properly come
before the meeting, it is intended that the proxies in the
accompanying form will be voted thereon in accordance with the
judgment of the persons voting such proxies.
STOCKHOLDERS
SHARING THE SAME LAST NAME AND ADDRESS
To reduce the expense of delivering duplicate proxy materials to
stockholders who may have more than one account holding the
Companys stock but sharing the same address, we have
adopted a procedure approved by the SEC called house
holding. Under this procedure, certain stockholders of
record who have the same address and last name, and who do not
participate in electronic delivery of proxy materials, will
receive only one copy of our Notice of Internet Availability of
Proxy Materials and, as applicable, any additional proxy
materials that are delivered until such time as one or more of
these stockholders notifies us that they want to receive
separate copies. This procedure reduces duplicate mailings and
saves printing costs and postage fees, as well as natural
resources. Stockholders who participate in house holding will
continue to have access to and utilize separate proxy voting
instructions.
If you receive a single set of proxy materials as a result of
house holding, and you would like to have separate copies of our
Notice of Internet Availability of Proxy Materials, annual
report, or proxy statement mailed to you, please submit a
request to our Corporate Secretary, or call our Investor
Relations department at
(480) 308-3000,
and we will promptly send you what you have requested. However,
please note that if you want to receive a paper proxy or voting
instruction form or other proxy materials for purposes of this
years annual meeting, you should follow the instructions
included in the Notice of Internet Availability of Proxy
Materials that was sent to you. You can also contact our
Investor Relations department at the phone number above if you
received multiple copies of the annual meeting materials and
would prefer to receive a single copy in the future, or if you
would like to opt out of house holding for future mailings.
40
STOCKHOLDER
PROPOSALS FOR 2012 ANNUAL MEETING
Stockholder proposals may be included in our proxy materials for
an annual meeting so long as they are provided to us on a timely
basis and satisfy certain other conditions established by the
Securities and Exchange Commission (the SEC),
including specifically under
Rule 14a-8
of the Securities Exchange Act of 1934, as amended (the
Exchange Act). To be timely, a proposal to be
included in our proxy statement must be submitted by a
stockholder in writing and sent via registered, certified, or
express mail to: Corporate Secretary, JDA Software Group, Inc.,
14400 North 87th Street, Scottsdale, Arizona 85260, after
5:00 p.m., Scottsdale, Arizona time on February 27,
2012 but no later than 5:00 p.m., Scottsdale, Arizona time
on March 28, 2012. Facsimile or other forms of electronic
submissions will not be accepted.
A stockholders notice to our Secretary must set forth as
to each matter the stockholder proposes to bring before the
meeting (i) a brief description of the business desired to
be brought before the meeting and the text of the proposal or
business, including the text of any resolutions proposed for
consideration and, in the event that such business includes a
proposal to amend the Companys bylaws, the language of the
proposed amendment, (ii) the name and address, as they
appear on the Companys books, of the stockholder proposing
such business and the names and addresses of the beneficial
owners, if any, on whose behalf the business is being brought,
(iii) a representation that the stockholder is a holder of
record of stock of the Company entitled to vote at the meeting
on the date of such notice and intends to appear in person or by
proxy at the meeting to propose the business specified in the
notice, (iv) any material interest of the stockholder and
any such other beneficial owner in such business, and
(v) the following information regarding the ownership
interests of the stockholder or any such other beneficial owner,
which shall be supplemented in writing by the stockholder not
later than ten (10) days after the record date for voting
at the meeting to disclose such interests as of such record
date: (A) the class and number of shares of the Company
that are owned beneficially and of record by the stockholder and
any such other beneficial owner
;
(B) any
derivative instrument (which is defined as any
option, warrant, convertible security, stock appreciation right,
or similar right with an exercise or conversion privilege or a
settlement payment or mechanism at a price related to any class
or series of shares of the Company or with a value derived in
whole or in part from the value of any class or series of shares
of the Company, whether or not such instrument or right shall be
subject to settlement in the underlying class or series of
capital stock of the Company or otherwise directly or indirectly
owned beneficially by such stockholder and any other direct or
indirect opportunity to profit or share in any profit derived
from any increase or decrease in the value of shares of the
Company); (C) any proxy, contract, arrangement,
understanding, or relationship pursuant to which such
stockholder has a right to vote any shares of any security of
the Company; (D) any short interest in any security of the
Company (meaning a person shall be deemed to have a short
interest in a security if such person, directly or indirectly,
through any contract, arrangement, understanding, relationship
or otherwise, has the opportunity to profit or share in any
profit derived from any decrease in the value of the subject
security); (E) any rights to dividends on the shares of the
Company owned beneficially by such stockholder that are
separated or separable from the underlying shares of the
Company; (F) any proportionate interest in shares of the
Company or derivative instruments held, directly or indirectly,
by a general or limited partnership in which such stockholder is
a general partner or, directly or indirectly, beneficially owns
an interest in a general partner; and (G) any
performance-related fees (other than an asset-based fee) to
which such stockholder is entitled based on any increase or
decrease in the value of shares of the Company or derivative
instruments, if any, as of the date of such notice, including,
without limitation, any such interests held by members of such
stockholders immediate family sharing the same household.
For more information regarding stockholder proposals, see
Corporate Governance Director
Nominations Stockholder Nominations.
ANNUAL
REPORT
A copy of our Annual Report on
Form 10-K
for the year ended December 31, 2010 was mailed or made
available online concurrent with this proxy statement to all
stockholders entitled to notice of and to vote at the Annual
Meeting. The Annual Report on
Form 10-K
for the year ended December 31, 2010 is not incorporated
into this proxy statement and is not considered proxy
solicitation material.
41
FORM 10-K
We filed our Annual Report on
Form 10-K
for the year ended December 31, 2010 with the SEC on
March 1, 2011. Stockholders may obtain additional copies of
this report, without charge, by writing to our Corporate
Secretary at our principal executive offices located at 14400
North 87th Street, Scottsdale, Arizona 85260.
By Order of the Board of Directors,
G. Michael Bridge
Corporate Secretary
April 14, 2011
42
VOTE BY INTERNET www.proxyvote.com
Use the Internet to transmit your voting instructions and
for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic voting instruction form.
JDA
SOFTWARE GROUP, INC. 1440O NORTH 87TH STREET
VOTE BY PHONE 1-800-690-6903
SCOTTSDALE, AZ 85260
Use any touch-tone telephone to transmit your voting instructions up until 11:59
Attn: Corporate
Secretary
P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card
in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy
card and return it in the postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK
INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY
CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors recommends you vote FOR the
following: 1.
Election of Directors
For Against Abstain
1 James D. Armstrong 0 0 0 2 Hamish N.
Brewer 0 0 0
The Board of Directors recommends you vote FOR NOTE:
May act upon all matters incident
to the
the following proposal: For Against Abstain
conduct of the meeting and upon other matters as
may properly come before the meeting or any
2
ADVISORY (NON-BINDING) VOTE TO APPROVE THE 0 0 0
adjournment thereof. COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY)
The Board of
Directors recommends you vote 1 YEAR on the following proposal: 1 year 2 years 3 years Abstain 3
ADVISORY VOTE ON THE FREQUENCY OF FUTURE 0 0 0 0 ADVISORY VOTES ON EXECUTIVE COMPENSATION
The
Board of Directors recommends you vote FOR the following proposal: For Against Abstain 4
THE
RATIFICATION OF OUR APPOINTMENT OF DELOITTE 0 0 0 & TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR
R1.0.0.11699 THE FISCAL YEAR ENDING DECEMBER 31, 2011. Please sign exactly as your name(s)
appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or 00001043311 partnership name, by
authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice &
Proxy Statement, Annual Report with 10K is/are available at www.proxyvote.com .
JDA SOFTWARE GROUP,
INC. Annual Meeting of Stockholders May 26, 2011 3:00 PM This proxy is solicited by the Board of
Directors
The stockholder(s) hereby appoint(s) Hamish N.J. Brewer and G. Michael Bridge, or either
of them, with full power of substitution to represent that undersigned and to vote all of the
shares of common stock in JDA SOFTWARE GROUP, INC. (the Company), which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the JDA
Software Group, Inc. World Headquarters, 14400 North 87th Street, Scottsdale, Arizona on Thursday,
May 26, 2011 at 3:00 p.m. Scottsdale, Arizona time, and at any adjournment thereof (1) as
hereinafter specified upon the proposals listed on the reverse side and as more particulalry
described in the Companys Proxy Statement, receipt of which is hereby acknowledged, and (2) in
their discretion upon such other matters as may properly come before the meeting.
This proxy, when
properly executed, will be voted in the manner directed herein. If no such direction is made, this
proxy will be voted in accordance with the Board of Directors recommendations.
R1.0.0.11699
00001043312
Continued and to be signed on reverse side
|