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Share Name | Share Symbol | Market | Type |
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Advance Auto Parts | NYSE:AAP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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1.53 | 2.04% | 76.45 | 77.39 | 75.71 | 75.85 | 790,211 | 01:00:00 |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(5)(2))
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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DATE AND TIME
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PLACE
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RECORD DATE
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Friday, May 15, 2020
at 8:30 a.m. Eastern Daylight Time
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www.virtualshareholdermeeting.com/AAP2020
There will be no physical location for this year's meeting.
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Holders of record of our common stock at
the close of business on March 18, 2020, are
entitled to vote at our Annual Meeting.
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Board Recommendation
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1
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Election of the nine nominees named in the Proxy Statement to the Board of Directors ("Board") to serve until the 2021 annual meeting of stockholders
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FOR
each director nominee
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2
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Advisory vote to approve the compensation of the Company’s named executive officers
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FOR
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3
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Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP ("Deloitte") as the Company’s independent registered public accounting firm for 2020
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FOR
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Advisory vote on a stockholder proposal, if presented at our Annual Meeting, regarding the ability of stockholders to act by written consent
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AGAINST
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Action upon such other matters, if any, as may properly come before the meeting
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INTERNET
www.proxyvote.com
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TOLL FREE TELEPHONE
1-800-690-6903
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MAIL
Complete and sign your proxy card
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Proposal 1
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Board Recommendation
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Election of the nine nominees named in the Proxy Statement to the Board of Directors ("Board") to serve until the 2021 annual meeting of stockholders
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The Board recommends a vote FOR each director nominee
See page 1
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Name and Age
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Director
Since
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Occupation
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Current Committees
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Other Current Public
Company Boards
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John F. Bergstrom, 73
Independent
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2008
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Chairman and Chief Executive Officer, Bergstrom Corporation
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Compensation (Chair)
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Associated Banc-Corp
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Brad W. Buss, 56
Independent
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2016
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Chief Financial Officer, SolarCity Corporation
(retired)
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Audit (Chair)
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Marvell Technology Group Ltd.
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John F. Ferraro, 64
Independent
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2015
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Past Global Chief Operating Officer, Ernst & Young
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Nominating & Corporate Governance (Chair)
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International Flavors & Fragrances Inc.
ManpowerGroup, Inc.
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Thomas R. Greco, 61
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2016
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President and Chief Executive Officer, Advance Auto Parts, Inc.
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Jeffrey J. Jones II, 52
Independent
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2019
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President, Chief Executive Officer, H&R Block, Inc.
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Nominating & Corporate Governance
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H&R Block, Inc.
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Eugene I. Lee, Jr., 58
Independent Expected Chair of the Board
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2015
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President and Chief Executive Officer, Darden Restaurants, Inc.
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Compensation
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Darden Restaurants, Inc.
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Sharon L. McCollam, 57
Independent
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2019
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Chief Administrative and Chief Financial Officer of Best Buy Co., Inc. (retired)
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Audit
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Chewy, Inc. Signet Jewelers, Ltd.
Stitch Fix, Inc.
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Douglas A. Pertz, 65
Independent
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2018
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President and Chief Executive Officer, The Brink's Company
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Compensation
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The Brink's Company
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Nigel Travis, 70
Independent
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2018
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Retired Chief Executive Officer and Current Chairman of the Board, Dunkin' Brands Group, Inc.
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Nominating & Corporate Governance
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Abercrombie & Fitch Co.
Dunkin' Brands Group, Inc.
Office Depot, Inc. (through Office Depot's 2020 annual meeting)
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Stockholder Engagement
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Outreach
We regularly conduct stockholder governance outreach. Feedback from stockholders is shared with the Board and the applicable Committees periodically.
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Participants
Outreach discussions with our stockholders generally include our Chief Executive Officer (“CEO”) and management representatives from Human Resources/Compensation, Investor Relations and office of the General Counsel and Corporate Secretary.
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Topics discussed
Items discussed with stockholders focused on areas including executive compensation and the performance metrics for our short term and long term incentive plans, Environmental, Social and Governance (“ESG”) actions, including publication of our Corporate Sustainability and Social Report and Board oversight, Board composition, cyber security, human capital and our ability to attract and retain key talent.
We also discussed our strategic priorities and milestones related to our transformation plan.
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The Board values feedback received in the course of stockholder engagement. After considering feedback from stockholders over the past several years, we have adopted and implemented executive compensation and governance best practices such as:
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Proxy Access
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ü 3/3/20/20
Right available to a stockholder or group of stockholders holding 3% for 3 years to nominate up to 20% of the Board. Up to 20 stockholders may aggregate ownership to reach the 3% ownership.
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Board Evaluations/ Skill Assessment
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ü Enhanced Process
Ongoing evaluation of Board effectiveness and updated skills matrix
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Right to Call a
Special Meeting
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ü 25% à 10%, no holding period
Reduced threshold from 25% of shares outstanding to 10% of shares outstanding and eliminated 1-year holding requirement
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ESG Disclosures
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ü Improved Disclosures
Significantly enhanced disclosure of our ESG activities and outcomes commencing in 2018 and including our Corporate Sustainability and Social Report
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See Compensation Discussion & Analysis ("CD&A") beginning on page 19 for additional information about dialog with our stockholders related to our compensation program.
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ü
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Annual election of all directors
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Regular executive sessions of independent directors
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Directors elected by majority voting
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Annual evaluation of the Board, Committees and individual directors
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Independent Chair of the Board
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Strong Guidelines on Significant Governance Issues
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Over 90 percent of our current directors are independent
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Board policy on CEO succession planning
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All NYSE required Board committees consist solely of independent directors
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Policies prohibiting hedging and (unless certain stringent requirements are met) prohibiting pledging for all employees and directors
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Proxy Access right
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Robust stock ownership guidelines for directors and Executive Officers
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Right for stockholders of 10% or more of the Company's stock to call a special meeting
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Average tenure of 4.1 years for current directors
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Proposal 2
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Board Recommendation
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Advisory vote to approve the compensation of the Company’s named executive officers.
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The Board recommends a vote FOR this Proposal
See page 18
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Element
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Purpose
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Metrics
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Base Salary
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Fixed annual cash compensation to attract and retain executives
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Established after review of base salaries of executives of companies in our peer group and the performance of each executive officer
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Annual Incentive
Plan (“AIP”) (1)
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Performance based variable pay that delivers cash incentives when executives meet or exceed key financial and operating targets
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1/3 Enterprise Comparable Store Sales
1/3 Enterprise Adjusted Operating Income
1/3 Free Cash Flow
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Long Term Incentive ("LTI") Equity Compensation
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Performance and service based equity compensation to reward executives for a balanced combination of meeting or exceeding key financial and operating targets and creating long term stockholder value
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70% Performance based Restricted Stock Units:
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•
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33% 3 Year Average Comparable Store Sales Growth
34% 3 Year Return on Invested Capital ("ROIC")
33% 3 Year Relative Total Shareholder Return ("TSR")
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30% Time based Restricted Stock Units ("RSUs")
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STOCKHOLDER FRIENDLY PRACTICES WE EMPLOY
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STOCKHOLDER UNFRIENDLY PRACTICES WE AVOID
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ü
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Pay for Performance with rigorous objective financial and operational metrics that are closely tied to our success and delivery of stockholder value
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û
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Excise tax gross ups for Change in Control payments
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ü
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Incentive Compensation Clawback Policy
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û
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Repricing or exchange of underwater stock options
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ü
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“Double Trigger” vesting
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û
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Dividends on unearned annual performance based equity awards
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ü
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Robust Stock Ownership Guidelines
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û
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Hedging
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ü
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Independence requirements for our Compensation Consultant
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û
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Pledging unless certain stringent requirements are met
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Proposal 3
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Board Recommendation
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Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020
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The Board recommends a vote FOR this Proposal
See page 45
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Proposal 4
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Board Recommendation
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Stockholder proposal to permit stockholders to act by written consent, if presented at the Annual Meeting
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The Board recommends a vote AGAINST this Proposal
See page 49
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Proposal No. 1 Election of Directors
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Proposal No. 2 Stockholder Advisory Vote to Approve the Compensation of the Company's Named Executive Officers
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Nominees for Election to Our Board
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Compensation Discussion and Analysis
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Corporate Governance
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Executive Summary
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Overview
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Compensation Governance
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Guidelines on Significant Governance Issues
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Framework for Executive Compensation
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Director Independence
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Other Compensation and Benefit Programs
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Board Leadership Structure
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Compensation Committee Report
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Board Refreshment
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Additional Information Regarding Executive Compensation
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Board Evaluation
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Summary Compensation Table
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Stockholder and Interested Party Communications with our Board
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Grants of Plan-Based Awards in 2019
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Nominations for Directors
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Outstanding Equity Awards at 2019 Fiscal Year End
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Proxy Access
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Option Exercises and Stock Vested in 2019
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Code of Ethics and Business Conduct
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Non-Qualified Deferred Compensation for 2019
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Code of Ethics for Finance Professionals
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Potential Payments Upon Termination of Employment or Change in Control
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Related Party Transactions
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Information Concerning our Executive Officers
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Succession Planning
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Security Ownership of Certain Beneficial Owners and Management
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Meetings and Committees of the Board
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Stock Ownership Guidelines for Directors and Executive Officers
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The Board
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Delinquent Section 16(a) Reports
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Meetings of Non-Management and Independent Directors
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Equity Compensation Plan Information
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Committees of the Board
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Proposal No. 3 Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2020
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Board's Role in Risk Oversight
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2019 and 2018 Audit Fees
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Aligning Stockholder Interests and Compensation Risk Mitigation
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Audit Committee Report
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Director Compensation
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Proposal No. 4 Stockholder Proposal Entitled "Right to Act by Written Consent"
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2019 Director Summary Compensation
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Board of Directors' Statement in Opposition to Proposal No. 4
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Directors' Outstanding Equity Awards at 2019 Fiscal-Year End
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Other Matters
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Age: 73
Director Since:
May 2008
Committees:
Compensation (Chair)
Other Current Public Company Boards:
Associated Banc-Corp.
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Key Experience and Skills
With more than 35 years of experience in automotive sales, service and parts management in an organization representing all major automotive manufacturers that distribute cars in the United States, Mr. Bergstrom brings a unique and valuable point of view to our Board. Bergstrom Corporation has been cited as the number one quality automotive dealer in the country and highlighted for its focus on outstanding customer service. In addition, as a result of his service as a director of several other public companies, including his current membership on the compensation committee of Associated Banc-Corp., he is in an excellent position to share with the Board his experience with governance issues facing public companies. Mr. Bergstrom was also named to the 2017 National Association of Corporate Directors (NACD) Directorship 100, which honors the most influential boardroom leaders each year.
Professional Experience
Mr. Bergstrom is the Chairman and Chief Executive Officer of Bergstrom Corporation, which is one of the top 50 automobile dealership groups in America. Mr. Bergstrom has served in his current role at Bergstrom Corporation for more than five years. Mr. Bergstrom has served as a director of Associated Banc-Corp, a diversified bank holding company, since December 2010, and has previously served as a director of Kimberly-Clark Corporation, a global health and hygiene company, from 1987 to 2019, and WEC Energy Group, Inc., formerly Wisconsin Energy Corporation, a diversified energy company, from 1987 to 2019.
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Age: 56
Director Since:
March 2016
Committee:
Audit (Chair)
Other Current Public Company Boards:
Marvell Technology Group Ltd.
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Key Experience and Skills
Mr. Buss’ extensive financial background, knowledge gained from his experience in the technology industry, and board positions equip him to provide valuable insight to our Board on issues that impact public companies. He has been designated by the Board as an Audit Committee financial expert consistent with SEC regulations.
Professional Experience
Mr. Buss retired in February 2016 as the Chief Financial Officer of SolarCity Corporation, a provider of clean energy services, where he had served since August 2014. Prior to joining SolarCity, he served as Chief Financial Officer and Executive Vice President, Finance and Administration of Cypress Semiconductor Corporation, a semiconductor design and manufacturing company, from August 2005 to June 2014. Prior to August 2005, Mr. Buss held various financial leadership roles with Altera Corporation, a provider of custom logic solutions, Cisco Systems, a networking company, Veba Electronics LLC, a distributor of semiconductors and computer products, and Wyle Electronics, Inc., a semiconductor and computer parts distributor. Mr. Buss has served on the board of directors for Marvell Technology Group Ltd., a fabless semiconductor provider of high-performance application-specific standard products, since July 2018, following Marvell's acquisition of Cavium, Inc., a provider of highly integrated semiconductor products, where he had served as a director since July 2016. Mr. Buss previously served on the board of directors for Tesla, Inc., a manufacturer of electric vehicles and energy storage products, from November 2009 until 2019. He currently serves as a member of the Audit Committee of Marvell Technology Group Ltd., and he formerly served as a member of the Compensation Committee and Nominating and Governance Committee and as Chair of the Audit Committee for Tesla, Inc. He also served as a director and Chair of the Audit Committee for Café Press Inc., an online retailer of stock and user-customized on demand products, from October 2007 to August 2016.
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Age: 61
Director Since:
April 2016
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Key Experience and Skills
Mr. Greco has served as our President and Chief Executive Officer and a member of our Board since 2016. During that time, he has overseen the development of the Company's long term strategic plan and the launch of the Company's transformation initiatives. Previously, Mr. Greco was the Chief Executive Officer of Frito-Lay North America, where he worked to grow revenue and increase profits, providing him with important experience in the consumer retail industry. Mr. Greco brings to the Board significant experience and leadership in the areas of corporate strategy, marketing, supply chain and logistics.
Professional Experience
Mr. Greco became our President and Chief Executive Officer in August 2016, having served as Chief Executive Officer since April 2016. From September 2014 until April 2016, Mr. Greco served as Chief Executive Officer, Frito-Lay North America, a unit of PepsiCo, Inc. (“PepsiCo”), a leading global food and beverage company. As Chief Executive Officer, Frito-Lay North America, Mr. Greco was responsible for overseeing PepsiCo’s snack and convenient foods business in the U.S. and Canada. Mr. Greco previously served as Executive Vice President, PepsiCo and President, Frito-Lay North America from September 2011 until September 2014 and as Executive Vice President and Chief Commercial Officer for Pepsi Beverages Company from 2009 to September 2011. Mr. Greco joined PepsiCo in Canada in 1986 and served in a variety of leadership positions, including Region Vice President, Midwest; President, Frito-Lay Canada; Senior Vice President, Sales, Frito-Lay North America; President, Global Sales, PepsiCo; and Executive Vice President, Sales, North America Beverages. Before joining PepsiCo, Mr. Greco worked at The Proctor & Gamble Company, a consumer packaged goods company. Mr. Greco served as a director of G&K Services, Inc., a service focused provider of branded uniform and facility services programs, from July 2014 to March 2017.
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Age: 52
Director Since:
February 2019
Committee:
Nominating and Corporate Governance
Other Current Public Company Boards:
H&R Block, Inc.
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Key Experience and Skills
Mr. Jones brings to the Board nearly 30 years of executive management, innovative leadership and operational excellence experience while holding key roles with top companies in the retail, consumer products, agency and technology industries, where he has had substantial experience with launching initiatives to drive traffic, brand affinity and loyalty. His position as a director of another public company also enables him to share with the Board his experience with governance issues facing public companies.
Professional Experience
Mr. Jones is currently President and Chief Executive Officer of H&R Block, Inc., a global consumer tax services provider, a position he has held since October 2017. Prior to October 2017, Mr. Jones served as H&R Block’s President and Chief Executive Officer-Designate beginning in August 2017. Previously, Mr. Jones served as President, Ride Sharing at Uber Technologies Inc., an on-demand car service company, from September 2016 until March 2017 and Executive Vice President and Chief Marketing Officer at Target Corporation, a retail sales company, from April 2012 to September 2016. Prior to his time at Target Corporation, Mr. Jones held various executive and leadership roles related to sales, agency and marketing with iconic brands such as The Coca-Cola Company and The Gap, Inc. He has served as a director of H&R Block, Inc. since 2017.
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Age: 58
Director Since:
November 2015
Committee:
Compensation
Other Current Public Company Boards:
Darden Restaurants, Inc.
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Key Experience and Skills
Mr. Lee’s experience as the Chief Executive Officer of a national group of chain restaurants provides him with strong insights into customer service and the types of management issues that face companies with large numbers of employees in numerous locations throughout the country. In addition, he brings experience in marketing, real estate, strategic planning and change management.
Professional Experience
Mr. Lee is the President and Chief Executive Officer of Darden Restaurants, Inc. ("Darden"), the owner and operator of Olive Garden, LongHorn Steakhouse, Bahama Breeze, Cheddar's Scratch Kitchen, Seasons 52, The Capital Grille, Eddie V’s and Yard House restaurants in North America, positions he has held since February 2015. Previously, Mr. Lee served as Darden’s President and Interim Chief Executive Officer from October 2014 to February 2015, and President and Chief Operating Officer from September 2013 to October 2014. He served as President of Darden’s Specialty Restaurant Group from October 2007 to September 2013 following Darden’s acquisition of RARE Hospitality International, Inc., where he had served as President and a member of the Board of Directors since 2001. Mr. Lee has served as a member of the Darden Board of Directors since February 2015.
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Age: 57
Director Since:
February 2019
Committee:
Audit
Other Current Public Company Boards:
Chewy, Inc.
Signet Jewelers, Inc.
Stitch Fix, Inc.
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Key Experience and Skills
Ms. McCollam's extensive experience with global finance, information technology, supply chain, customer care, real estate and omnichannel turnarounds in the retail sector, as well as her board positions, equip her to provide valuable insights that impact the management and governance of public companies in the retail sector. She has been designated by the Board as an Audit Committee financial expert consistent with SEC regulations.
Professional
Ms. McCollam served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Best Buy Co., Inc., a provider of technology products, services, and solutions from December 2012 until June 2016, and continued to serve as a senior advisor through January 2017. From 2006 to 2012, she served as Executive Vice President, Chief Operating and Chief Financial Officer at Williams-Sonoma Inc., a specialty retailer of high-quality products for the home, and as Chief Financial Officer from 2000 to 2006. Prior to Williams-Sonoma, Ms. McCollam served as Chief Financial Officer of Dole Fresh Vegetables, Inc., a division of Dole Food Company, Inc., a producer and marketer of fresh fruit and vegetables. She is a Certified Public Accountant. Ms. McCollam has served as a director of Signet Jewelers, Limited, a omni-channel diamond jewelry retailer, since March 2018, of Stitch Fix, Inc., an online apparel specialty retailer, since November 2016, and of Chewy, Inc., an online pets and pet parents retailer, since June 2019. Our Board has determined that Ms. McCollam's simultaneous service on the audit committees of these companies does not impair her ability to effectively serve on our Audit Committee. She previously served on the board of directors of Whole Foods Market, Inc., OfficeMax Incorporated, Del Monte Foods Company and Williams-Sonoma, Inc.
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Age: 65
Director Since:
May 2018
Committee:
Compensation
Other Current Public Company Boards:
The Brink's Company
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Key Experience and Skills
Mr. Pertz has led several global companies as Chief Executive Officer over the past 20 years and throughout his career has guided multinational organizations through both operational turnaround and growth acceleration. Mr. Pertz’s leadership positions have honed his operational expertise in branch and route-based logistics, business-to-business services, channel and brand marketing and growth through acquisition.
Professional Experience
Mr. Pertz is the President and Chief Executive Officer of The Brink’s Company (“Brink’s”), the world’s largest cash management company including cash-in-transit, ATM services, international transportation of valuables, cash management and payment services. He has held these positions since June 2016. Prior to joining Brink’s, Mr. Pertz was the President and Chief Executive Officer of Recall Holdings Limited (“Recall”), a global provider of digital and physical information management and security services, from 2013 to 2016. Prior to joining Recall, Mr. Pertz served as a partner with Bolder Capital, LLC, a private equity firm specializing in acquisitions and investments in middle market companies and as a partner with One Equity Partners, the private equity arm of JPMorgan Chase & Co. He also served as Chief Executive Officer and on the Board of Directors of IMC Global, the predecessor company to The Mosaic Company, Culligan Water Technologies and Clipper Windpower, and as a Group Executive and Corporate Vice President at Danaher Corporation. Mr. Pertz has served as a member of Brink’s Board of Directors since June 2016 and in the past has served on the board of directors of numerous other public companies, including Recall, Nalco Holdings, The Mosaic Company and Bowater.
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Age: 70
Director Since:
August 2018
Committee:
Nominating and Corporate Governance
Other Current Public Company Boards:
Abercrombie & Fitch Co.
Dunkin' Brands Group, Inc.
Office Depot, Inc. (through Office Depot's 2020 annual meeting)
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Key Experience and Skills
Mr. Travis' experience in executive leadership roles at several global companies within the retail and restaurant industries, including his experience as an architect of the turnaround of Dunkin' Brands provides the Board with valuable insights for the continued transformation of Advance. In addition, as a result of his service as a director of several other public companies, he is in an excellent position to share with the Board his experience with governance issues facing public companies.
Professional Experience
Mr. Travis served as the Executive Chairman of the Board for Dunkin’ Brands Group, Inc., a quick-service restaurant franchisor, from July 2018 to January 2019 when he transitioned to Chairman. Previously, he served as Chief Executive Officer of Dunkin’ Brands from January 2009 to July 2018, and assumed the additional responsibility of Chairman of the Board in May 2013. Mr. Travis has also served in executive leadership roles at various companies within the retail and restaurant industries. He continues to serve as the Chairman of the Board of Dunkin' Brands. He has served as a director of Office Depot, Inc., an office supply company, since March 2012, and as a director of Abercrombie & Fitch Co., a global multi-brand specialty retailer, since January 2019.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF OUR BOARD’S NOMINEES.
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1
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the structure of our Board, including, among other things, the size, mix of independent and non-independent members, membership criteria, term of service and compensation;
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2
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the assessment of performance of our Board through the annual evaluation of the Board, individual directors and Board committees;
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3
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Board procedural matters, including, among other things, selection of the Chair of the Board, Board meetings, Board communications, retention of counsel and advisers, and our expectations regarding the performance of our directors;
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4
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committee matters, including, among other things, the types of committees, charters of committees, independence of committee members, chairs of committees, service of committee members, committee agendas and committee minutes and reports;
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5
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chief executive officer evaluation, development and succession planning;
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6
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codes of conduct, including our Code of Ethics and Business Conduct and our Code of Ethics for Finance Professionals; and
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7
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other matters, including, among other things, auditor services, Board access to management and interaction with third parties, directors and officers insurance and the indemnification/limitation of liability of directors, our policy prohibiting Company loans to our executive officers and directors, and confidential stockholder voting.
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(1)
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has no material relationship with us or our subsidiaries, either directly or indirectly, as a partner, stockholder or officer of an organization that has a relationship with us or our subsidiaries; and
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(2)
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satisfies the “bright line independence” criteria set forth in Section 303A.02(b) of the NYSE’s listing standards.
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4 New Directors
have joined our Board in the past 3 years
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4.1 Years
average tenure of our current directors
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Board Evaluation Objectives
Evaluations are designed to assess the qualifications, attributes, skills and experience represented on the Board and whether the Board, its committees and individual directors are functioning effectively.
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Role of the Board
The Board is responsible for annually conducting an evaluation of the Board and individual directors.
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Role of the Board’s Committees
Each committee is responsible for annually evaluating its performance and reporting the results to the Board.
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2019 Evaluation Process
The evaluation process included live interviews with each director conducted by an independent third party, who compiled the results and discussed them with the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee. The results of the assessment were then reported to and discussed by the full Nominating and Corporate Governance Committee and the Board.
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|
Topics Addressed in 2019
Topics addressed in the evaluation process included, among others: the role and functioning of the Board and Board committees; interpersonal dynamics of the Board and committees; diversity of the Board; qualifications of directors; Board succession; director preparedness; Board interaction with management and management succession; Board committee structure and governance; and representation of stockholder interests.
|
Members:
|
|
Primary Responsibilities
|
|
Brad W. Buss (Chair)
Adriana Karaboutis
Sharon L. McCollam
Meetings in 2019: 8
|
|
•
|
monitors the integrity of our financial statements, reporting processes, internal controls and legal and regulatory compliance;
|
|
•
|
appoints, determines the compensation of, evaluates and, when appropriate, replaces our independent registered public accounting firm;
|
|
|
•
|
pre-approves all audit and permitted non-audit services to be performed by our independent registered public accounting firm;
|
|
|
•
|
monitors the qualifications and independence and oversees performance of our independent registered public accounting firm;
|
|
|
•
|
reviews and makes recommendations to the Board regarding our financial policies, including investment guidelines, deployment of capital and short term and long term financing; and
|
|
|
•
|
reviews with management the implementation and effectiveness of the Company’s compliance programs, discusses guidelines and policies with respect to risk assessment and risk management and oversees our internal audit function.
|
Members:
|
|
Primary Responsibilities
|
|
John F. Bergstrom (Chair)
Eugene I. Lee, Jr.
Douglas A. Pertz
Meetings in 2019: 5
|
|
•
|
reviews and approves our executive compensation philosophy;
|
|
•
|
annually reviews and approves corporate goals and objectives relevant to the compensation of the CEO and evaluates the CEO’s performance in light of these goals;
|
|
|
•
|
determines and approves the compensation of our executive officers;
|
|
|
•
|
oversees our incentive and equity based compensation plans, reviews and approves our peer companies and data sources for purposes of evaluating our compensation competitiveness and establishing the appropriate competitive positioning of the levels and mix of compensation elements;
|
|
|
•
|
oversees development and implementation of the succession plans for executive management (other than the CEO), including identifying successors and reporting annually to the Board;
|
|
|
•
|
oversees the Company’s executive compensation recovery (“clawback”) policy; and
|
|
|
•
|
recommends to the Board compensation guidelines for determining the form and amount of compensation for outside directors.
|
Members:
|
|
Primary Responsibilities
|
|
John F. Ferraro (Chair)
Jeffrey J. Jones II
Nigel Travis
Meetings in 2019: 5
|
|
•
|
assists the Board in identifying, evaluating and recommending candidates for election to the Board;
|
|
•
|
establishes procedures and provides oversight for evaluating the Board and management;
|
|
|
•
|
oversees development and implementation of the CEO succession plan, including identifying the CEO's successor and reporting annually to the Board;
|
|
|
•
|
develops, recommends and reassesses our corporate governance guidelines;
|
|
|
•
|
reviews and recommends retirement and other policies for directors and recommends to the Board whether to accept or reject a director's resignation;
|
|
|
•
|
reviews the development and communication of our ESG programs;
|
|
|
•
|
evaluates the size, structure and composition of the Board and its committees; and
|
|
|
•
|
establishes procedures for stockholders to recommend candidates for nomination as directors and to send communications to the Board.
|
Name
|
|
Fees Earned or
Paid in Cash(a)
|
|
Stock
Awards(b)
|
|
Total
|
||||||
John F. Bergstrom
|
|
$
|
100,000
|
|
|
$
|
155,000
|
|
|
$
|
255,000
|
|
Brad W. Buss
|
|
105,000
|
|
|
155,000
|
|
|
260,000
|
|
|||
Fiona P. Dias (c)
|
|
42,500
|
|
|
—
|
|
|
42,500
|
|
|||
John F. Ferraro
|
|
95,000
|
|
|
155,000
|
|
|
250,000
|
|
|||
Jeffrey J. Jones II (c)
|
|
63,750
|
|
|
155,000
|
|
|
218,750
|
|
|||
Adriana Karaboutis
|
|
85,000
|
|
|
155,000
|
|
|
240,000
|
|
|||
Eugene I. Lee, Jr
|
|
85,000
|
|
|
155,000
|
|
|
240,000
|
|
|||
Sharon L. McCollam (c)
|
|
63,750
|
|
|
155,000
|
|
|
218,750
|
|
|||
Douglas A. Pertz
|
|
85,000
|
|
|
155,000
|
|
|
240,000
|
|
|||
Jeffrey C. Smith
|
|
185,000
|
|
|
155,000
|
|
|
340,000
|
|
|||
Nigel Travis
|
|
85,000
|
|
|
155,000
|
|
|
240,000
|
|
(a)
|
Includes earned or deferred board retainers and chair retainers during 2019, which were paid in quarterly installments.
|
(b)
|
Represents the grant date fair value of DSUs granted during 2019. The grant date fair value is calculated in accordance with the Financial Accounting Standards Board’s Accounting Statement of Codification Topic 718 ("ASC Topic 718") based on the closing price of the Company’s stock on the date of grant. For additional information regarding the valuation assumptions of these awards, refer to Note 15 of the Company’s consolidated financial statements in the 2019 Form 10-K filed with the SEC on February 18, 2020. These amounts reflect the aggregate grant date fair value.
|
(c)
|
Ms. Dias retired from the Board immediately following our 2019 annual meeting, and Mr. Jones and Ms. McCollam joined the Board in February 2019. Accordingly, each of them received only a pro-rated portion of the cash retainer paid to non-management directors during 2019. Because the annual equity grants of DSUs are awarded following our annual stockholder meeting, Ms. Dias did not receive an equity grant.
|
Name
|
|
Outstanding Deferred
Stock Units (#)
|
|
John F. Bergstrom
|
|
14,249
|
|
Brad W. Buss
|
|
4,186
|
|
John F. Ferraro
|
|
7,474
|
|
Jeffrey J. Jones II
|
|
995
|
|
Adriana Karaboutis
|
|
5,062
|
|
Eugene I. Lee, Jr
|
|
6,105
|
|
Sharon L. McCollam
|
|
995
|
|
Douglas A. Pertz
|
|
2,249
|
|
Jeffrey C. Smith
|
|
8,027
|
|
Nigel Travis
|
|
1,639
|
|
•
|
The compensation of our executives is based on a design that aims to align pay with both the attainment of annual operational and financial goals, which the Compensation Committee establishes, and sustained long term value creation;
|
•
|
Our compensation programs are substantially tied into our key business objectives and the success of our stockholders. If the value we deliver to our stockholders declines, so does the value of the compensation we deliver to our executives;
|
•
|
We maintain high levels of corporate governance oversight over our executive pay programs;
|
•
|
We closely monitor the compensation programs and pay levels of executives from companies of similar size and complexity to help ensure that our compensation programs are within the norm of a range of market practices; and
|
•
|
Our Compensation Committee, in conjunction with our Nominating and Corporate Governance Committee and senior management, engages in a talent review process annually to address succession and executive development for our Chief Executive Officer and other key executives.
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION, THE ACCOMPANYING COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED IN THIS PROXY STATEMENT.
|
Thomas R. Greco
President and Chief Executive Officer
|
|
Jeffrey W. Shepherd
Executive Vice President, Chief Financial Officer
|
|
Robert B. Cushing
Executive Vice President, Professional
|
|
Michael T. Broderick
Executive Vice President, Merchandising and Store Operations Support
|
|
Reuben E. Slone
Executive Vice President, Supply Chain
|
1.
|
Executive Summary,
|
2.
|
Compensation Governance,
|
3.
|
Framework for Executive Compensation, and
|
4.
|
Other Compensation and Benefit Programs.
|
Compensation Element
|
|
Purpose
|
|
2019 Actions
|
Base Salary
|
|
Fixed annual cash compensation to attract and retain executives
|
|
In 2019, we increased base compensation for each of our NEOs other than Mr. Greco and Mr. Slone (who joined the executive team in 2018 and whose compensation was competitive for the position at the time) to make pay more competitive in the marketplace, help ensure retention of top performing leaders and promote internal pay equity among senior leaders.
|
2019 AIP Cash Incentive Plan
|
|
Performance based variable pay that delivers cash incentives when executives meet or exceed key financial results
|
|
For 2019, each NEO received a payout of 69.6% of their bonus target as the threshold goals under the plan were exceeded.
|
LTI Equity Compensation
|
|
Performance and time based equity compensation to reward executives for a balanced combination of meeting or exceeding key financial results and creating long term stockholder value
|
|
For 2019, we increased LTI awards for each of our NEOs other than Mr. Slone (who joined the executive team in 2018 and whose compensation was competitive for the position at the time) to bring target compensation closer to the median of the Company's peer group and help ensure retention of top performing leaders. In March 2019, NEOs were granted annual LTI awards that consisted of 70% performance based RSUs (covering a 2019-2021 performance period) and 30% time based RSUs.
|
We believe good corporate governance practices that reflect our values and support our strong strategic and financial performance must include policies and procedures related to our compensation practices. We regularly review our compensation programs to ensure that our incentives are aligned with stockholder value.
|
WE DO
|
HOW DO WE DO IT
|
|
ü
|
Pay for Performance
|
A significant portion of our compensation package is performance based for our NEOs.
|
ü
|
Have a Clawback Policy
|
Our Board adopted an Incentive Compensation Clawback Policy that provides incentives may be required to be paid back if the covered executive’s fraud or willful misconduct results in an accounting restatement.
|
ü
|
Incorporate double trigger vesting
|
In the event of a Change in Control, vesting only accelerates if awards are not replaced or an executive is terminated.
|
ü
|
Have Stock Ownership Guidelines
|
All directors and NEOs are required to maintain meaningful levels of stock to ensure alignment with stockholder interests.
|
ü
|
Ensure independence requirements are met for Compensation Consultant
|
Our Compensation Committee has exercised authority to engage and retain the services of an independent compensation consultant.
|
WE DO NOT
|
HOW DO WE ENFORCE IT
|
|
û
|
Provide excise tax gross-ups for change-in-control payments
|
Our executive employment agreements provide for “net best” payment limitations for change-in-control payments.
|
û
|
Provide significant perquisites or benefits
|
Our Executive Officers participate in the same benefit and retirement plans as our employees and we do not offer any additional programs.
|
û
|
Reprice or exchange underwater stock options
|
Our 2014 LTI Plan precludes repricing.
|
û
|
Permit hedging
|
Our insider trading policy (i) prohibits directors and certain employees, including NEOs, from trading our stock except during specified windows, (ii) prohibits directors and all employees from pledging our common stock unless certain stringent requirements are met, and (iii) prohibits directors and all employees from engaging in hedging of our common stock. We do not permit hedging or pledging of our LTI awards.
|
û
|
Permit pledging unless certain stringent requirements are met
|
Compensation Committee
|
|
FW Cook
|
|
CEO and Management
|
|||
ü
|
Review and approve annual performance and compensation of CEO and NEOs, including salary, short term and long term incentives
|
|
ü
|
Provide advice and assistance to the Compensation Committee when making compensation decisions
|
|
ü
|
CEO annually reviews performance of all executives
|
ü
|
Review, make recommendations and approve compensation plans
|
|
ü
|
Assist with reviews and updates on compensation best practices and provide benchmarking for salary and incentive compensation of peer group companies
|
|
ü
|
Management develops and maintains an effective pay and performance management system and develops the strategic plan and business goals which are incorporated into incentives for performance measures
|
ü
|
Periodically review the Company's peer group
|
|
ü
|
Provide the Compensation Committee with updates on regulatory and compliance changes related to executive compensation as applicable
|
|
ü
|
CEO makes recommendations for salary and incentive compensation of other executives commensurate with performance of each executive and the Company
|
ü
|
Oversee the Incentive Clawback Policy and Stock Ownership Guidelines
|
|
ü
|
Provide the Compensation Committee with analysis for peer group selection
|
|
|
|
ü
|
Limit consideration to companies with revenues between $3 billion and $30 billion, generally equivalent to a minimum of one-third and a maximum of three times our revenues;
|
ü
|
Include domestic, publicly traded companies that have a targeted focus of similar industries (including, but not limited to, Automotive Retail, General Merchandise Stores and Specialty Stores); and
|
ü
|
Consider alignment to companies with similar customers and/or business operations.
|
AutoZone, Inc.
|
Genuine Parts Company
|
Office Depot, Inc.
|
CarMax, Inc.
|
HD Supply Holdings, Inc.
|
The Sherwin-Williams Company
|
Dick's Sporting Goods, Inc.
|
LKQ Corporation
|
Tractor Supply Company
|
Dollar General Corporation
|
The Michaels Companies, Inc.
|
W.W. Grainger, Inc.
|
Dollar Tree, Inc.
|
O’Reilly Automotive, Inc.
|
WESCO International, Inc.
|
Fastenal Company
|
|
|
Our executive compensation philosophy is straightforward - we pay for performance.
Our executives are accountable for the performance of the business and are compensated based on that performance.
|
•
|
Incentive based compensation for our CEO is 86% of his total compensation.
|
•
|
Our other NEOs, on average, have 71% of their total compensation tied to incentive based compensation.
|
NEOs
|
|
2018 Salary
|
|
2019 Salary
|
|
% Change
|
|
Mr. Greco
|
|
$1,100,000
|
|
$1,100,000
|
|
0
|
%
|
Mr. Shepherd
|
|
$525,000
|
|
$575,000
|
|
9.5
|
%
|
Mr. Cushing
|
|
$525,000
|
|
$600,000
|
|
14.3
|
%
|
Mr. Broderick
|
|
$450,000
|
|
$500,000
|
|
11.1
|
%
|
Mr. Slone
|
|
$625,000
|
|
$625,000
|
|
0
|
%
|
NEOs
|
Base Salary
|
AIP Target (%)
|
|
AIP Target ($)
|
Mr. Greco
|
$1,100,000
|
135
|
%
|
$1,485,000
|
Mr. Shepherd
|
$575,000
|
85
|
%
|
$488,750
|
Mr. Cushing
|
$600,000
|
85
|
%
|
$510,000
|
Mr. Broderick
|
$500,000
|
85
|
%
|
$425,000
|
Mr. Slone
|
$625,000
|
85
|
%
|
$531,250
|
|
|
Actual vs. Potential Payout Results
|
|
|||||||||
Metric
|
Performance
Weight
|
25% of Target (Threshold)
|
100% of Target
|
200% of Target
(Maximum)
|
Final Payout
|
|||||||
Enterprise Adjusted Operating Income
($ in million)
|
1/3
|
|
|
|
|
|
66.0%
|
|||||
|
|
|
|
$795.0
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
$774.0
|
$812.0
|
$893.0
|
||||||||||
Enterprise Comparable
Store Sales (%)
|
1/3
|
|
|
|
|
|
32.0%
|
|||||
|
|
1.1%
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
1.0%
|
2.5%
|
5.0%
|
||||||||||
Free Cash Flow
($ in millions)
|
1/3
|
|
|
|
111.0%
|
|||||||
|
|
|
|
|
|
$596.8
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
$550.0
|
$575.0
|
$775.0
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
69.6%
|
Our executives receive long term incentive compensation intended to link their compensation to our long term financial success. Our NEOs receive 70% of their annual LTI grant in the form of performance based RSUs and 30% of their annual LTI grant in the form of time based RSUs. Our performance based RSUs are earned based on our performance against three metrics: Comparable Store Sales, Return on Invested Capital ("ROIC") and Relative Total Shareholder Return ("Relative TSR"), each measured over a three year performance period. The Compensation Committee reviewed the design of our plan and determined to make no changes to it for 2019, making 2019 the third consecutive year that our annual LTI grants had these metrics and weightings. We believe these three metrics best represent and drive the desired long term strategic and financial objectives of our Company and that the consistency in plan design has been important in building a pay for performance culture at the Company. Target levels for the annual LTI grants are aligned with the financial performance needed to achieve the objectives of our long term strategic business plan.
|
NEOs
|
Annual Grant LTI Target
|
% Performance Based
|
% Time Based
|
Mr. Greco
|
$5,500,000
|
70%
|
30%
|
Mr. Shepherd
|
$850,000
|
70%
|
30%
|
Mr. Cushing
|
$1,000,000
|
70%
|
30%
|
Mr. Broderick
|
$850,000
|
70%
|
30%
|
Mr. Slone
|
$850,000
|
70%
|
30%
|
Metric
|
Weighting
|
|
How will we measure
|
Average Comparable Store Sales Growth
|
33
|
%
|
Results vs. Target
|
ROIC
|
34
|
%
|
Results vs. Target
|
Relative TSR
|
33
|
%
|
Relative performance to Peer Group
|
|
|
Actual Payout Results
|
|
||||||
Metric
|
Performance
Weight
|
25% of Target (Threshold)
|
100% of Target
|
200% of Target
(Maximum)
|
Final Payout % by Metric
|
||||
Return on Invested Capital
(%)
|
34%
|
|
|
|
35.0%
|
||||
|
13.7%
|
||||||||
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
13.5%
|
15.0%
|
16.5%
|
|||||||
Relative Total Shareholder Return (%)
|
33%
|
|
|
|
0.0%
|
||||
20.0%
|
|
|
|||||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
35.0%
|
55.0%
|
80.0%
|
|||||||
Average Annual Comparable
Store Sales Growth (%)
|
33%
|
|
|
|
0.0%
|
||||
0.4%
|
|
|
|||||||
|
|
|
|
|
|
|
|||
1.0%
|
2.5%
|
4.0%
|
|||||||
|
|
|
|
|
|
|
|
|
12.0%
|
Role
|
Ownership Guideline
|
CEO
|
6 times base salary
|
CFO and/or President
|
3 times base salary
|
Executive Vice President/Senior Vice President
|
2 times base salary
|
•
|
401(k) plan, which is available to all Team Members over age 21. There are no enhanced benefits for NEOs.
|
•
|
Deferred Compensation Plan, which permits all Team Members who meet the definition of a Highly Compensated Employee (as defined in the plan) to defer up to 50 percent of their annual salary and up to 50 percent of their bonus earnings and is ultimately settled in cash. The Company does not provide matching contributions on employee deferrals.
|
•
|
Deferred Stock Unit Plan, which is available to NEOs and executive/senior vice presidents of the Company. Eligible executives can voluntarily defer up to 50 percent of their base salaries in this program, which is ultimately settled in our stock. The Company does not provide matching contributions on employee deferrals.
|
THE COMPENSATION COMMITTEE
|
John F. Bergstrom (Chair)
|
Eugene I. Lee, Jr.
|
Douglas A. Pertz
|
|
|
|
|
|
|
Bonus
|
|
Stock Awards
|
|
Non-Equity
Incentive Plan
Compensation
|
|
All Other
Compensation
|
|
|
||||||||||||
Name and
Principal Position
|
|
|
|
Salary
|
|
|
|
(b) (c)
|
|
(d)
|
|
(e)
|
|
Total
|
||||||||||||
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|||||||||||||
Thomas R. Greco
|
|
2019
|
|
$
|
1,100,008
|
|
|
$
|
—
|
|
|
$
|
5,547,466
|
|
|
$
|
1,033,560
|
|
|
$
|
10,479
|
|
|
$
|
7,691,513
|
|
President and
Chief Executive Officer |
|
2018
|
|
1,100,008
|
|
|
—
|
|
|
5,210,628
|
|
|
2,497,770
|
|
|
47,729
|
|
|
8,856,135
|
|
||||||
|
2017
|
|
1,100,008
|
|
|
—
|
|
|
5,000,129
|
|
|
—
|
|
|
27,860
|
|
|
6,127,997
|
|
|||||||
Jeffrey W. Shepherd
|
|
2019
|
|
566,646
|
|
|
—
|
|
|
857,333
|
|
|
340,170
|
|
|
3,896
|
|
|
1,768,045
|
|
||||||
Executive Vice President, Chief Financial Officer
|
|
2018
|
|
450,752
|
|
|
—
|
|
|
758,483
|
|
|
750,611
|
|
|
5,658
|
|
|
1,965,504
|
|
||||||
|
2017
|
|
330,773
|
|
|
—
|
|
|
1,094,874
|
|
|
—
|
|
|
172,212
|
|
|
1,597,859
|
|
|||||||
Robert B. Cushing
|
|
2019
|
|
587,468
|
|
|
—
|
|
|
1,008,674
|
|
|
354,960
|
|
|
11,571
|
|
|
1,962,673
|
|
||||||
Executive Vice President, Professional
|
|
2018
|
|
515,491
|
|
|
—
|
|
|
625,344
|
|
|
750,611
|
|
|
554
|
|
|
1,892,000
|
|
||||||
|
2017
|
|
470,017
|
|
|
—
|
|
|
1,100,117
|
|
|
—
|
|
|
132,717
|
|
|
1,702,851
|
|
|||||||
Michael T. Broderick
|
|
2019
|
|
491,645
|
|
|
—
|
|
|
857,333
|
|
|
295,800
|
|
|
4,248
|
|
|
1,649,026
|
|
||||||
Executive Vice President, Merchandising and Store Operations Support
|
|
2018
|
|
449,199
|
|
|
—
|
|
|
625,344
|
|
|
643,376
|
|
|
8,457
|
|
|
1,726,376
|
|
||||||
Reuben E. Slone(a)
|
|
2019
|
|
624,998
|
|
|
—
|
|
|
857,333
|
|
|
369,749
|
|
|
5,369
|
|
|
1,857,449
|
|
||||||
Executive Vice President, Supply Chain
|
|
2018
|
|
156,250
|
|
|
—
|
|
|
1,000,022
|
|
|
310,910
|
|
|
11,440
|
|
|
1,478,622
|
|
(a)
|
During 2018, Mr. Slone served as a member of our Board until October, when he became employed by the Company as our Executive Vice President, Supply Chain. Accordingly, his salary for 2018 is a prorated amount of his base salary based upon the time he was employed by us.
|
(b)
|
Represents the grant date fair value of performance and time based RSUs granted during each of the years presented. The grant date fair value is calculated using the closing price of our common stock on the date of grant. For additional information regarding the valuation assumptions of this award, refer to Note 15 of our consolidated financial statements in the 2019 Form 10-K filed with the SEC on February 18, 2020. See the "2019 Grants of Plan-Based Awards Table" and "Outstanding Equity Awards at 2019 Fiscal Year-End Table" in this Proxy Statement for information on stock awards granted in 2019 and prior years. Any performance awards included in these amounts have been valued based on the probable outcome of the performance conditions as of the grant date.
|
(c)
|
The maximum value for performance awards (as of the grant date), assuming the highest level of performance is achieved for performance awards granted, is provided for each executive in the table below.
|
Name
|
|
Year
|
|
Performance Based RSUs
Maximum Grant Date Fair Value
($)
|
|
||
Mr. Greco
|
|
2019
|
|
$
|
7,794,834
|
|
|
|
|
2018
|
|
7,421,226
|
|
|
|
|
|
2017
|
|
7,000,149
|
|
|
|
Mr. Shepherd
|
|
2019
|
|
1,204,536
|
|
|
|
|
|
2018
|
|
506,683
|
|
|
|
|
|
2017
|
|
479,429
|
|
|
|
Mr. Cushing
|
|
2019
|
|
1,417,274
|
|
|
|
|
|
2018
|
|
890,638
|
|
|
|
|
|
2017
|
|
840,118
|
|
|
|
Mr. Broderick
|
|
2019
|
|
1,204,536
|
|
|
|
|
|
2018
|
|
890,638
|
|
|
|
Mr. Slone
|
|
2019
|
|
1,204,536
|
|
|
|
|
|
2018
|
|
747,105
|
|
|
(d)
|
For 2019, represents amounts paid to our NEOs in March 2020 under our 2019 AIP. See the "Annual Incentive Plan" section of this Proxy Statement for additional information regarding our 2019 AIP.
|
(e)
|
For 2019, includes (i) Company matching contributions according to the terms of the Company's 401(k) plan in the amounts of $8,462 for Mr. Greco, $2,625 for Mr. Shepherd, $10,723 for Mr. Cushing, and $3,115 for Mr. Broderick; (ii) life insurance premiums paid by the Company for each executive as follows: $2,017 for Mr. Greco; $1,271 for Mr. Shepherd; $847 for Mr. Cushing; $1,132 for Mr. Broderick; and $1,051 for Mr. Slone; and (iii) for Mr. Slone includes relocation and temporary living expenses in the amount of $2,392 and $1,926 for related tax reimbursement payments.
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (a)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (b)
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#) (c)
|
|
|
|
Grant Date Fair Value of Stock and Option Awards
($) (d)
|
||||||||||||||||||||
Name
|
Grant Date
|
Approval Date
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|
|
|
||||||||||||||
Mr. Greco
|
|
|
$
|
371,250
|
|
|
$
|
1,485,000
|
|
|
$
|
2,970,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
4,012
|
|
|
16,049
|
|
|
32,098
|
|
|
—
|
|
|
|
|
2,566,717
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,273
|
|
|
|
|
1,650,049
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
2,006
|
|
|
8,024
|
|
|
16,048
|
|
|
—
|
|
|
|
|
1,330,700
|
|
||||
Mr. Shepherd
|
|
|
122,187
|
|
|
488,750
|
|
|
977,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
2,480
|
|
|
4,960
|
|
|
—
|
|
|
|
|
396,626
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
|
|
|
255,065
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
1,240
|
|
|
2,480
|
|
|
—
|
|
|
|
|
205,642
|
|
||||
Mr. Cushing
|
|
|
127,500
|
|
|
510,000
|
|
|
1,020,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
730
|
|
|
2,918
|
|
|
5,836
|
|
|
—
|
|
|
|
|
466,676
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,868
|
|
|
|
|
300,037
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
365
|
|
|
1,459
|
|
|
2,918
|
|
|
—
|
|
|
|
|
241,961
|
|
||||
Mr. Broderick
|
|
|
106,250
|
|
|
425,000
|
|
|
850,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
2,480
|
|
|
4,960
|
|
|
—
|
|
|
|
|
396,626
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
|
|
|
255,065
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
1,240
|
|
|
2,480
|
|
|
—
|
|
|
|
|
205,642
|
|
||||
Mr. Slone
|
|
|
132,812
|
|
|
531,249
|
|
|
1,062,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
2,480
|
|
|
4,960
|
|
|
—
|
|
|
|
|
396,626
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
|
|
|
255,065
|
|
||||
|
3/1/2019
|
2/11/2019
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
1,240
|
|
|
2,480
|
|
|
—
|
|
|
|
|
205,642
|
|
(a)
|
Amounts shown represent possible cash payouts under our 2019 AIP. See the "Annual Incentive Plan" section of this Proxy Statement for a discussion of threshold, target and maximum cash incentive plan payouts.
|
(b)
|
Amounts shown represent the shares of our common stock issuable assuming achievement of the specific threshold, target or maximum levels of performance established by the Compensation Committee for performance based RSU grants to our executives. These performance based RSU grants were part of our annual long term equity grants made in 2019 and related to the 2019 through 2021 three year performance period. See the "Long Term Incentive Compensation" section of this Proxy Statement for more information regarding our performance based RSU grants.
|
(c)
|
Amounts shown represent the number of time based RSUs granted to our executives for 2019. For more information regarding awards of time based RSUs, see the "Long Term Incentive Compensation" section of this Proxy Statement.
|
(d)
|
Amounts shown represent the aggregate grant date fair value of the equity awards calculated in accordance with ASC Topic 718 utilizing the assumptions discussed in Note 15 of our consolidated financial statements in the 2019 Form 10-K filed with the SEC on February 18, 2020. The attainment of target level for performance awards was deemed probable at the date of grant for the each of the performance awards granted during 2019. Accordingly, the grant date fair value was calculated at target level for these awards.
|
|
|
|
|
Option Awards (a)
|
|
Stock Awards (b)
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards:
|
|||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
|
Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|
Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)
|
|
Market Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
|
|||||||||||
Mr. Greco
|
|
3/1/2019 (c) (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
2,006
|
|
|
$
|
317,650
|
|
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
10,273
|
|
|
1,626,730
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
16,049
|
|
|
2,541,359
|
|
|||
|
|
3/1/2018 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
21,046
|
|
|
3,332,634
|
|
|||
|
|
3/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8,510
|
|
|
1,347,559
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
39,948
|
|
|
6,325,766
|
|
|||
|
|
3/1/2017 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,861
|
|
|
294,729
|
|
|||
|
|
3/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
3,192
|
|
|
505,453
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
3,723
|
|
|
589,616
|
|
|||
|
|
4/14/2016
|
|
22,915
|
|
|
45,830
|
|
|
—
|
|
|
160.94
|
|
|
4/14/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
4/14/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
4,557
|
|
|
721,601
|
|
|
—
|
|
|
—
|
|
|||
Mr. Shepherd
|
|
3/1/2019 (c) (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
49,089
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,588
|
|
|
251,460
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|
392,708
|
|
|||
|
|
5/29/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,345
|
|
|
212,981
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2018 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,390
|
|
|
220,107
|
|
|||
|
|
3/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,448
|
|
|
229,291
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,780
|
|
|
440,213
|
|
|||
|
|
3/1/2017 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
20,586
|
|
|||
|
|
3/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,820
|
|
|
288,197
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
261
|
|
|
41,329
|
|
|||
Mr. Cushing
|
|
3/1/2019 (c) (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
365
|
|
|
57,758
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,868
|
|
|
295,798
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,918
|
|
|
462,065
|
|
|||
|
|
3/1/2018 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,526
|
|
|
399,992
|
|
|||
|
|
3/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,022
|
|
|
161,834
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
4,794
|
|
|
759,130
|
|
|||
|
|
8/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,751
|
|
|
277,271
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2017 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
35,352
|
|
|||
|
|
3/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
383
|
|
|
60,648
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
447
|
|
|
70,782
|
|
|||
|
|
2/10/2014
|
|
711
|
|
|
—
|
|
|
—
|
|
|
123.32
|
|
|
2/10/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Mr. Broderick
|
|
3/1/2019 (c) (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
49,089
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,588
|
|
|
251,460
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|
392,708
|
|
|||
|
|
3/1/2018 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,526
|
|
|
399,992
|
|
|||
|
|
3/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,022
|
|
|
161,834
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
4,794
|
|
|
759,130
|
|
|||
|
|
11/20/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
365
|
|
|
57,798
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2017 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
14,687
|
|
|||
|
|
3/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
160
|
|
|
25,336
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|
29,532
|
|
|||
Mr. Slone
|
|
3/1/2019 (c) (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
49,089
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,588
|
|
|
251,460
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2019 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|
392,708
|
|
|||
|
|
11/19/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,876
|
|
|
297,065
|
|
|
—
|
|
|
—
|
|
|||
|
|
11/19/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,813
|
|
|
445,439
|
|
(a)
|
Includes grants of SARs. Generally, the time based SARs vest in three approximately equal annual installments commencing on the first anniversary date of the grant. The April 2016 grant of 68,745 SARs to Mr. Greco represent time based awards that vest in three equal portions on the third, fourth and fifth anniversary of the grant date.
|
(b)
|
Includes awards of RSUs. Generally, awards of time-based RSUs vest in three approximately equal annual installments commencing on the first anniversary date of the grant. The April 2016 grant of 13,670 time based RSUs to Mr. Greco vests in approximately three equal annual installments commencing on April 14, 2018, the second anniversary of the date of grant. The market value of the stock awards is reflective of the closing price of our common stock as of December 27, 2019 ($158.35), the last day that our common stock was traded during 2019. The amounts shown for the March 2019 and November 2018 equity incentive grants represent performance RSU at Target level - a 100 percent payout of the performance RSUs. The amounts shown for the March 2018 equity incentive grants represent performance RSUs at the maximum level - a 200 percent payout of the performance RSUs. The amounts shown for the March 2017 equity incentive grants represent performance RSUs at threshold - a 25 percent payout of the performance RSUs.
|
(c)
|
See the "Grants of Plan-Based Awards in 2019" table in this Proxy Statement for more information on awards granted to our executive officers in 2019.
|
(d)
|
Represents Total Stockholder Return (TSR) performance based equity incentive grants. The amounts shown for the March 2019 and March 2017 TSR equity incentive grants represent performance RSUs at threshold - a 25 percent payout of the performance RSUs. The amounts shown for the March 2018 TSR equity incentive grants represent performance RSUs at maximum - a 200 percent payout of performance RSUs..
|
|
|
|
Stock Awards
|
||||
Name
|
|
|
Number of
Shares Acquired
on Vesting (#)
|
|
|
Value
Realized on
Vesting ($)(a)
|
|
Mr. Greco
|
|
|
33,751
|
|
|
5,933,770
|
|
Mr. Shepherd
|
|
|
3,215
|
|
|
513,141
|
|
Mr. Cushing
|
|
|
2,705
|
|
|
390,360
|
|
Mr. Broderick
|
|
|
1,035
|
|
|
166,651
|
|
Mr. Slone
|
|
|
937
|
|
|
151,775
|
|
Name
|
|
Executive
Contributions ($)(a) |
|
|
Aggregate
Earnings ($)(b) |
|
|
Aggregate
Withdrawals/ Distributions ($) |
|
|
Aggregate
Balance at December 28, 2019 ($) |
|
||||
|
|
|
|
|||||||||||||
Mr. Greco
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mr. Shepherd
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mr. Cushing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mr. Broderick
|
|
209,883
|
|
|
—
|
|
|
—
|
|
|
209,883
|
|
||||
Mr. Slone
|
|
202,727
|
|
|
4,378
|
|
|
—
|
|
|
207,105
|
|
(a)
|
Additional information is provided under "Other Compensation and Benefit Programs" in the CD&A section of this Proxy Statement. Any amounts reported as Executive Contributions are also reported in the Salary column of the "Summary Compensation Table" of this Proxy Statement.
|
(b)
|
Represents realized and unrealized gains or losses on market-based investments selected and dividends earned by executives for their deferred compensation balances.
|
Executive
|
|
Voluntary
Termination without Good Reason or
Involuntary
Termination for Due
Cause (a)
|
|
Retirement
|
|
Disability
|
|
Death
|
|
Involuntary Termination
without Due Cause or
Voluntary Termination
for Good Reason not related to a Change in
Control (b)
|
|
Involuntary
Termination without
Due Cause or Voluntary
Termination for Good Reason related to a
Change in Control (c)
|
||||||||||||
Mr. Greco
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,815,000
|
|
|
$
|
2,585,000
|
|
|
$
|
3,932,454
|
|
|
$
|
5,170,000
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
—
|
|
|
17,201,085
|
|
|
17,201,085
|
|
|
13,721,344
|
|
|
23,637,063
|
|
||||||
Other Benefits (g)
|
|
—
|
|
|
—
|
|
|
660,000
|
|
|
1,100,000
|
|
|
24,948
|
|
|
24,948
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,676,085
|
|
|
$
|
20,886,085
|
|
|
$
|
17,678,746
|
|
|
$
|
28,832,011
|
|
Mr. Shepherd
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
661,250
|
|
|
$
|
1,063,750
|
|
|
$
|
950,305
|
|
|
$
|
2,127,500
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
—
|
|
|
1,548,821
|
|
|
1,548,821
|
|
|
502,761
|
|
|
2,148,810
|
|
||||||
Other Benefits (g)
|
|
—
|
|
|
—
|
|
|
345,000
|
|
|
575,000
|
|
|
25,605
|
|
|
25,605
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,555,071
|
|
|
$
|
3,187,571
|
|
|
$
|
1,478,671
|
|
|
$
|
4,301,915
|
|
Mr. Cushing
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
690,000
|
|
|
$
|
1,110,000
|
|
|
$
|
910,103
|
|
|
$
|
2,220,000
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
1,238,614
|
|
|
1,696,245
|
|
|
1,696,245
|
|
|
1,238,614
|
|
|
2,492,746
|
|
||||||
Other Benefits (g)
|
|
—
|
|
|
—
|
|
|
360,000
|
|
|
600,000
|
|
|
25,219
|
|
|
25,219
|
|
||||||
|
|
$
|
—
|
|
|
$
|
1,238,614
|
|
|
$
|
2,746,245
|
|
|
$
|
3,406,245
|
|
|
$
|
2,173,936
|
|
|
$
|
4,737,965
|
|
Mr. Broderick
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
575,000
|
|
|
$
|
925,000
|
|
|
$
|
1,143,376
|
|
|
$
|
1,850,000
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
—
|
|
|
1,143,920
|
|
|
1,143,920
|
|
|
309,416
|
|
|
1,841,927
|
|
||||||
Other Benefits (g)
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
500,000
|
|
|
22,228
|
|
|
22,228
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,018,920
|
|
|
$
|
2,568,920
|
|
|
$
|
1,475,020
|
|
|
$
|
3,714,155
|
|
Mr. Slone
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
718,750
|
|
|
$
|
1,156,250
|
|
|
$
|
935,910
|
|
|
$
|
2,312,500
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
—
|
|
|
816,453
|
|
|
816,453
|
|
|
267,928
|
|
|
1,583,025
|
|
||||||
Other Benefits (g)
|
|
—
|
|
|
—
|
|
|
375,000
|
|
|
625,000
|
|
|
22,228
|
|
|
22,228
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,910,203
|
|
|
$
|
2,597,703
|
|
|
$
|
1,226,066
|
|
|
$
|
3,917,753
|
|
(a)
|
Voluntary termination without Good Reason or termination for Due Cause makes an executive ineligible for any employment agreement benefits other than any rights the executive may have under the normal terms of other benefit plans and receipt of accrued but unpaid base salary. Executives must exercise vested long term incentives within 90 days after the date of termination. The term "Due Cause" is defined in the agreements as (i) a material breach of the executive’s obligations under the agreement or a material violation of any code or standard of conduct applicable to our officers that has not been cured following notice if applicable; (ii) a material violation of the loyalty obligations as provided in the agreement; (iii) the executive’s willful engagement in bad faith conduct that is demonstrably and materially injurious to us; (iv) the commission or indictment of a crime of moral turpitude or a felony involving fraud, breach of trust, or misappropriation; or (v) a determination that the executive is in violation of our Substance Abuse Policy.
|
(b)
|
The employment agreements of our NEOs provide that the executive’s employment is deemed to be terminated by us without Due Cause if the executive elects to terminate his employment for Good Reason. The term "Good Reason" is defined in the agreements as: (i) a material diminution in the executive’s base salary or target bonus amount for Mr. Greco and total direct compensation, as defined in the employment agreements, for other executives; (ii) a material diminution in the executive’s authority, duties or responsibilities or for executives other than Mr. Greco, those of the executive’s supervisors; (iii) for Mr. Greco, if he no longer reports directly to the Board; (iv) except for Mr. Greco, the termination of the Executive Incentive Plan without a replacement plan or the material reduction of the executive’s benefits without a similar reduction for other executives; (v) requiring the executive to be based more than 60 miles from our office at which the executive was principally employed immediately prior to the date of the relocation; or (vi) for Mr. Greco, any other material breach of the Agreement including failure of the Nominating and Corporate Governance Committee to re-nominate him to the Board. Except for Mr. Greco, upon termination of employment by us other than for Due Cause or by the executive for Good Reason the executive is entitled to receive a cash "termination payment" which equals the sum of the executive’s annual base salary and an amount equal to the average annual bonus payment over the past three years (or shorter period of employment as applicable). Mr. Greco is entitled to an amount equal to one and one half times his annual base salary and an amount equal to one and one half times his average annual bonus payment over the past three years, in addition to a pro-rated annual bonus for the year in which his employment is terminated. The value of the bonus amount included for each executive in the cash severance payment is the average bonus paid for 2016, 2017 and 2018 (or shorter period of employment as applicable). In addition, the executive will receive outplacement services and certain medical benefits coverage as described in note (g) below.
|
(c)
|
If, within 12 months of a Change in Control (as defined in the employment agreements), the executive’s employment is terminated by us other than for Due Cause or by the executive for Good Reason, the executive will be entitled to a Change in Control Termination Payment equal to (i) two times the executive’s base salary plus (ii) two times the amount equal to the executive’s target bonus. The cash severance amount would be subject to a downward adjustment pursuant to the “net best” provisions of his employment agreement, and the benefits also apply to involuntary termination or termination with Good Reason within three months prior to a Change in Control in contemplation of the Change in Control.
|
(d)
|
In the case of voluntary termination without Good Reason or termination for Due Cause, the executive would be ineligible to receive a cash severance payment. In accordance with the employment agreements, if the executive’s employment is terminated on account of death, the executive’s beneficiary or estate is entitled to receive a lump sum payment equivalent to the executive’s annual base salary and target bonus amount. In the event that the executive is terminated on account of disability, the employment agreements provide that the executive is entitled to receive a cash severance amount equivalent to 30 percent of the executive’s annual base salary and an amount equal to the executive’s annual target bonus severance payments are contingent upon execution and non-revocation of a release as provided in the agreements.
|
(e)
|
Amounts shown here are calculated as the differences between the exercise price, if any, of the outstanding stock-based incentives and the closing price of our stock on the last day our stock was traded during 2019.
|
(f)
|
The terms of the executives’ restricted stock unit agreements provide that in the event of termination of employment due to death or disability, any remaining previously unvested time based RSUs will vest immediately. Mr. Greco's April 2016 Inducement SARs will vest on a pro rata basis commensurate with the time employed prior to death or disability during the vesting period. Performance based RSUs will vest based on our performance at the end of the applicable performance period on a pro-rata basis commensurate with the time employed prior to death or disability during the performance period. In the event of retirement, which requires 10 years of service and a minimum age of 55 years, awards of time based shares granted prior to March 1, 2018, will continue to vest commensurate with the vesting period of the award. Subsequent grants of time based shares will forfeit. Performance based RSUs vest based on our performance at the end of the applicable performance period on a pro rata basis commensurate with the time employed prior to retirement during the performance period, subject to certain noncompete restrictions. In the event of involuntary termination without Due Cause, or voluntary termination for Good Reason, a pro rata portion of the performance based RSUs will vest immediately as of the date of the executive's termination of employment based on the amount of time employed during the performance period, except in the case of Mr. Greco's April 2016 Inducement SARs. In the event of such termination following a Change in Control, all time based RSUs will vest and become exercisable if the acquiring entity does not assume, convert or replace the LTI grants or upon termination of employment without Due Cause within 24 months following the Change in Control event. Performance based RSUs will vest at the same time on a pro rata basis based on the amount of time employed during the performance period and our actual performance as of the most recent termination date.
|
(g)
|
For Disability, Other Benefits consist of the amount the executives would receive under our qualified plan. For Death, Other Benefits represent life insurance benefits. For Involuntary Termination, Other Benefits include $12,000 in outplacement costs and the cost of providing one year of health care coverage (18 months in the case of Mr. Greco) to the executive at the same cost as active employees.
|
Name
|
|
Age
|
|
Position
|
Thomas R. Greco
|
|
61
|
|
President and Chief Executive Officer
|
Michael T. Broderick
|
|
51
|
|
Executive Vice President, Merchandising, and Store Operations Support
|
Robert B. Cushing
|
|
66
|
|
Executive Vice President, Professional
|
Tammy M. Finley
|
|
53
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
Andrew E. Page
|
|
50
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
Natalie S. Schechtman
|
|
49
|
|
Executive Vice President, Human Resources
|
Jeffrey W. Shepherd
|
|
47
|
|
Executive Vice President, Chief Financial Officer
|
Reuben E. Slone
|
|
57
|
|
Executive Vice President, Supply Chain
|
•
|
each person or entity that beneficially owns more than 5 percent of our common stock;
|
•
|
each member of our Board;
|
•
|
each of our executive officers named in the "Summary Compensation Table" included in the Executive Compensation section of this Proxy Statement; and
|
•
|
all directors and executive officers as a group.
|
|
|
Shares beneficially owned
|
||||
Name of Beneficial Owner
|
|
Number
|
|
Percentage
|
||
The Vanguard Group(a)
|
|
7,403,331
|
|
|
10.7
|
%
|
100 Vanguard Blvd.
|
|
|
|
|
||
Malvern, PA 19355
|
|
|
|
|
||
BlackRock, Inc.(b)
|
|
4,715,647
|
|
|
6.8
|
%
|
55 East 52nd Street
|
|
|
|
|
||
New York, NY 10022
|
|
|
|
|
||
Clearbridge Investments LLC(c)
|
|
4,162,485
|
|
|
6.0
|
%
|
620 8th Avenue
|
|
|
|
|
||
New York, NY 10018
|
|
|
|
|
||
Barrow, Hanley, Mewhinney & Strauss, LLC(d)
|
|
3,862,239
|
|
|
5.6
|
%
|
2200 Ross Avenue, 31st Floor
|
|
|
|
|
||
Dallas, TX 75201
|
|
|
|
|
||
Melvin Capital Management LP(e)
|
|
3,686,001
|
|
|
5.3
|
%
|
535 Madison Avenue, 22nd Floor
|
|
|
|
|
||
New York, NY 10022
|
|
|
|
|
||
|
|
|
|
|
||
Executive Officers, Directors and Others(g)
|
|
|
|
|
||
John F. Bergstrom
|
|
19,420
|
|
|
*
|
|
Brad W. Buss
|
|
5,387
|
|
|
*
|
|
John F. Ferraro
|
|
8,157
|
|
|
*
|
|
Thomas R. Greco
|
|
127,756
|
|
|
*
|
|
Jeffrey J. Jones II
|
|
996
|
|
|
*
|
|
Adriana Karaboutis
|
|
5,431
|
|
|
*
|
|
Eugene I. Lee, Jr.
|
|
9,393
|
|
|
*
|
|
Sharon L. McCollam
|
|
996
|
|
|
*
|
|
Douglas A. Pertz
|
|
3,449
|
|
|
*
|
|
Jeffrey C. Smith(f)
|
|
2,581,778
|
|
|
3.7
|
%
|
Nigel Travis
|
|
2,890
|
|
|
*
|
|
Michael T. Broderick
|
|
2,180
|
|
|
*
|
|
Robert C. Cushing
|
|
10,771
|
|
|
*
|
|
Jeffrey W. Shepherd
|
|
5,505
|
|
|
*
|
|
Reuben E. Slone
|
|
6,317
|
|
|
*
|
|
All executive officers and directors as a group (18 persons)
|
|
2,804,493
|
|
|
4.1
|
%
|
*
|
Less than 1%
|
(a)
|
Based solely on a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, The Vanguard Group is the beneficial owner of 7,403,331 shares and has sole dispositive power of 7,280,848 shares and voting power of 128,242 shares.
|
(b)
|
Based solely on a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc., BlackRock, Inc. is the beneficial owner of 4,715,647 shares and has sole dispositive power of 4,715,647 shares and voting power of 4,024,435 shares.
|
(c)
|
Based solely on a Schedule 13G filed with the SEC on February 14, 2020 by Clearbridge Investments LLC, Clearbridge Investments LLC is the beneficial owner of 4,162,485 shares and has sole dispositive power of 4,162,485 shares and voting power of 4,082,171 shares.
|
(d)
|
Based solely on a Schedule 13G filed with the SEC on February 12, 2020 by Barrow, Hanley, Mewhinney & Strauss, LLC, Barrow, Hanley, Mewhinney & Strauss, LLC is the beneficial owner of 3,862,239 shares and has sole dispositive power of 3,862,239 shares and voting power of 2,624,916 shares.
|
(e)
|
Based solely on a Schedule 13G filed with the SEC on January 14, 2020 by Melvin Capital Management LP, Melvin Capital Management LP is the beneficial owner of 3,686,001 shares, of which Melvin Capital Management LP has shared dispositive and voting power.
|
(f)
|
Includes common shares owned directly by Starboard Value LP through certain managed accounts (the “Managed Accounts”), Starboard Value and Opportunity Master Fund LTD (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard T Fund LP ("Starboard T LP"), Starboard Leaders Select I LP (Starboard Leaders Select I"), Starboard Value and Opportunity Master Fund L LP ("Starboard L LP") and Starboard Leaders India LLC ("Starboard India LLC"). Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC (“Starboard Value GP”), the general partner of Starboard Value LP, and as a member and member of the Management Committee of Starboard Principal Co GP LLC (“Principal GP”), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Managed Accounts. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard T LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard T LP. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Leaders Select I, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Leaders Select I. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard India LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities owned directly by Starboard India LLC. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard L LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard L LP. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP. Mr. Smith expressly disclaims beneficial ownership of 3,175,000 shares in total, except to the extent of his pecuniary interest therein.
|
(g)
|
The following table provides further detail regarding the shares beneficially owned by our directors and executive officers:
|
|
|
Shares beneficially owned
|
|||||||
|
|
Shares of our common stock issuable with respect to
|
|||||||
Name of Beneficial Owner
|
|
DSUs
|
|
RSUs to lapse
within 60 days of March 18, 2020
|
|
SARs exercisable
within 60 days of
March 18, 2020
|
|||
John F. Bergstrom
|
|
14,255
|
|
|
—
|
|
|
—
|
|
Brad W. Buss
|
|
4,187
|
|
|
—
|
|
|
—
|
|
John F. Ferraro
|
|
7,657
|
|
|
—
|
|
|
—
|
|
Thomas R. Greco
|
|
—
|
|
|
—
|
|
|
27,472
|
|
Jeffrey J. Jones II
|
|
996
|
|
|
—
|
|
|
—
|
|
Adriana Karaboutis
|
|
5,064
|
|
|
—
|
|
|
—
|
|
Eugene I. Lee, Jr.
|
|
6,268
|
|
|
—
|
|
|
—
|
|
Sharon L. McCollam
|
|
996
|
|
|
—
|
|
|
—
|
|
Douglas A. Pertz
|
|
2,249
|
|
|
—
|
|
|
—
|
|
Jeffrey C. Smith
|
|
8,381
|
|
|
—
|
|
|
—
|
|
Nigel Travis
|
|
1,640
|
|
|
—
|
|
|
—
|
|
Michael T. Broderick
|
|
—
|
|
|
—
|
|
|
—
|
|
Robert B. Cushing
|
|
—
|
|
|
—
|
|
|
711
|
|
Jeffrey W. Shepherd
|
|
—
|
|
|
—
|
|
|
—
|
|
Reuben E. Slone
|
|
4,181
|
|
|
—
|
|
|
—
|
|
All executive officers and directors as a group (18 persons)
|
|
55,874
|
|
|
—
|
|
|
28,662
|
|
•
|
All vested stock holdings/shares owned outright that are currently held by a director or an executive
|
•
|
Vested, unexercised time based stock options or SARs
|
•
|
Vested, unexercised performance based SARs
|
•
|
Unvested, time based RSUs
|
•
|
Unvested, time based stock options or SARs
|
•
|
Shares or units held by a director or an executive in any deferral plan
|
|
|
Number of shares to be
issued upon exercise of
outstanding options,
warrants, and rights (a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants, and rights (b)
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans(c)
|
||||
Equity compensation plans approved by stockholders (d)
|
|
715,143
|
|
|
$
|
155.48
|
|
|
4,917,813
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
715,143
|
|
|
$
|
155.48
|
|
|
4,917,813
|
|
(a)
|
Includes the shares that would be issued upon exercise of outstanding RSUs, performance based RSUs and DSUs and the net shares that would be issued upon exercise of outstanding SARs and performance based SARs and is based on management's estimate of the probable vesting outcome for performance based awards. The gross number of awards expected to vest based on management's estimate of the probable vesting outcome for performance based awards is 791,659.
|
(b)
|
Includes weighted average exercise price of outstanding SARs only based on management's estimate of the probable vesting outcome for performance based awards.
|
(c)
|
Excludes shares reflected in the first column and is based on management's estimate of the probable vesting outcome for outstanding performance based awards.
|
(d)
|
Includes the 2014 LTIP and remaining awards outstanding under the 2004 LTIP.
|
|
|
2019
|
|
2018
|
||||
|
|
($ in thousands)
|
||||||
Audit Fees (a)
|
|
$
|
3,699
|
|
|
$
|
4,008
|
|
Tax Fees (b)
|
|
51
|
|
|
107
|
|
||
Total
|
|
$
|
3,750
|
|
|
$
|
4,115
|
|
(a)
|
Fees for audit services billed for 2019 and 2018 consisted of fees for:
|
•
|
the audit of our annual financial statements;
|
•
|
the attestation of the effectiveness of internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002;
|
•
|
reviews of our quarterly financial statements; and
|
•
|
statutory audits, consents and other services related to SEC matters.
|
(b)
|
Tax fees billed in 2019 and 2018 were related to tax planning services.
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020.
|
•
|
appointed Deloitte as the independent registered public accounting firm for 2019;
|
•
|
met with management and the independent accountants to review and discuss the Company’s critical accounting policies and significant estimates;
|
•
|
met with management and the independent accountants to review and approve the 2019 audit plan;
|
•
|
met regularly with both the independent accountants and the Chief Internal Audit Executive outside the presence of management;
|
•
|
met with management and the independent accountants to review the audited financial statements for the year ended December 28, 2019, and internal controls over financial reporting as of December 28, 2019;
|
•
|
reviewed and discussed the quarterly and annual reports prior to filing with the SEC;
|
•
|
reviewed and discussed the quarterly earnings press releases;
|
•
|
met with the Chief Internal Audit Executive to review, among other things, the audit plan, test work, findings and recommendations, and staffing;
|
•
|
reviewed the processes by which risk, including cyber security risk, is assessed and mitigated;
|
•
|
reviewed and amended the Audit Committee charter; and
|
•
|
completed all other responsibilities under the Audit Committee charter.
|
THE AUDIT COMMITTEE
|
Brad W. Buss, Chair
|
Adriana Karaboutis
|
Sharon L. McCollam
|
•
|
The meeting and the stockholder vote take place in a transparent manner on a specified date that is publicly announced well in advance, giving all interested stockholders a chance to express their views and cast their votes and discuss the proposed action.
|
•
|
Stockholder meetings ensure that accurate and complete information about the proposed stockholder action is widely distributed in a proxy statement before the meeting, which promotes a well informed discussion and consideration of the merits of the proposed action. In contrast, a written consent may only require the public filing of an information statement, which the Company is only obligated to distribute after the written consent has already been signed. Thus, in certain scenarios, if a select group of stockholders manages to attain the requisite threshold to act by written consent, other stockholders not partaking in the consent may not even receive information about the proposed action until it has already been approved.
|
•
|
Stockholder meetings provide for a partnership between stockholders and the Board by allowing the Board to analyze and provide a thorough recommendation with respect to actions proposed to be taken at a stockholder meeting.
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL NO. 4.
|
•
|
By Internet at www.proxyvote.com;
|
•
|
By toll-free telephone at 1-800-690-6903;
|
•
|
By completing and mailing your proxy card; or
|
•
|
By voting live at the Annual Meeting.
|
•
|
Entering a new vote by Internet or telephone by 11:59 P.M. (EDT) on May 14, 2020;
|
•
|
Returning a later-dated proxy card;
|
•
|
Sending written notice of revocation to Tammy M. Finley, Executive Vice President, General Counsel, and Corporate Secretary at the Company’s address of record, which is 2635 East Millbrook Road, Raleigh, North Carolina 27604; or
|
•
|
Voting live at the Annual Meeting.
|
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