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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Toll Brothers Inc | NYSE:TOL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
4.17 | 3.37% | 127.80 | 127.82 | 124.3014 | 125.12 | 1,353,736 | 22:10:10 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §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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(1
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Title of each class of securities to which transaction applies:
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(2
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Aggregate number of securities to which transaction applies:
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(3
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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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(4
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Proposed maximum aggregate value of transaction:
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(5
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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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(1
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Amount Previously Paid:
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(2
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Form, Schedule or Registration Statement No.:
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(3
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Filing Party:
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(4
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Date Filed:
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1.
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To elect the nine directors nominated by the Board of Directors of the Company (the “Board” or "Board of Directors") and named in the proxy statement to hold office until the 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
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2.
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To ratify, in a non-binding vote, the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year.
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3.
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To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
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4.
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To recommend, in an advisory and non-binding vote, whether a non-binding stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two, or three years.
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5.
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To approve the Toll Brothers, Inc. Employee Stock Purchase Plan (2017).
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6.
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To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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FOR RECORD HOLDERS:
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FOR BENEFICIAL HOLDERS:
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If you plan to vote by proxy but attend the Meeting
in person:
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If you plan to vote by proxy but attend the Meeting
in person:
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1.
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Indicate your votes on your proxy card;
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1.
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Indicate your votes on the voting instruction card;
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2.
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Mark the box on your proxy card indicating your intention to attend;
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2.
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Mark the box on the voting instruction card
indicating your intention to attend;
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3.
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Return the proxy card to the address indicated therein; and
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3.
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Return the voting instruction card to the address indicated therein; and
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4.
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Follow all admissions policies set forth above.
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4.
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Follow all admissions policies set forth above.
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If you plan to attend and vote at the Meeting:
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If you plan to attend and vote at the Meeting:
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1.
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Bring your proxy card with you to the Meeting;
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1.
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Contact your bank or broker to obtain a written
legal proxy form in order to vote your shares at
the Meeting; failure to obtain a legal proxy form
from your bank or broker will prevent you from
voting your shares at the Meeting;
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2.
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Send written notice* of your intention to attend
the Meeting to the Company's headquarters by February 27, 2017 to the attention of Michael I. Snyder, Secretary; and
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2.
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Send written notice* of your intention to attend
the Meeting to the Company's headquarters by February 27, 2017 to the attention of Michael I. Snyder, Secretary; and
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3.
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Follow all admissions policies set forth above.
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3.
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Follow all admissions policies set forth above.
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*
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Written notice should include: (1) your name, complete mailing address and phone number, (2) if you are a beneficial holder, evidence of your ownership, and (3) if you are a beneficial holder who is not a natural person and will be naming a representative to attend on your behalf, the name, complete mailing address and phone number of that individual. If you do not provide the requested information by February 27, 2017, please be prepared to show it at the entrance to the Meeting in order to gain admission. Failure to provide such information either in advance or at the Meeting may result in non-admission to the Meeting.
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Page
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A-1
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•
|
Revenues
: Our revenues in fiscal
2016
of
$5.17 billion
and home building deliveries of
6,098 units
rose
24%
in dollars and
10%
in units compared to fiscal
2015
and were the highest for any fiscal year since fiscal 2007.
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•
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Income
: Our pre-tax income improved to
$589.0 million
in fiscal
2016
, compared to pre-tax income of
$535.6 million
in fiscal
2015
. Impacting FY 2016’s pre-tax income, reported in cost of sales, were $13.8 million of inventory impairments and $125.6 million of warranty charges primarily related to older stucco homes. Fiscal 2015’s pre-tax income included $35.7 million of inventory impairments and a comparable $14.7 million warranty charge. We reported net income of
$382.1 million
in fiscal
2016
, or
$2.18
per share diluted, compared to net income of
$363.2 million
in fiscal
2015
, or
$1.97
per share diluted, a 10.7% increase in diluted earnings per share.
|
•
|
Contracts
: Our net signed contracts in fiscal
2016
of
$5.65 billion
and
6,719
units rose
14%
in dollars and
14%
in units compared to fiscal
2015
.
|
•
|
Backlog
: Our fiscal year-end
2016
backlog was
$3.98 billion
, up
14%
compared to fiscal year-end
2015
.
|
Name
|
Age
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Director
Since
|
Principal Occupation
|
Independent
|
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Robert I. Toll
|
76
|
1986
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Executive Chairman of the Board of Directors, Toll Brothers, Inc.
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Douglas C. Yearley, Jr.
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56
|
2010
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Chief Executive Officer, Toll Brothers, Inc.
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Edward G. Boehne
|
76
|
2000
|
Retired President, Federal Reserve Bank of Philadelphia
|
ü
|
Richard J. Braemer
|
75
|
1986
|
Senior Counsel, Ballard Spahr LLP
|
ü
|
Christine N. Garvey
|
71
|
2009
|
Retired Global Head of Corporate Real Estate Services,
Deutsche Bank AG
|
ü
|
Carl B. Marbach
|
75
|
1991
|
President, Greater Marbach Airlines, Inc.
|
ü
|
John A. McLean
|
47
|
2016
|
Chief Executive Officer and Distribution Principal, Hartford
Funds Distributors
|
ü
|
Stephen A. Novick
|
76
|
2003
|
Senior Advisor, Chasbro Investments
|
ü
|
Paul E. Shapiro
|
75
|
1993
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Chairman, Q Capital Holdings LLC
|
ü
|
Name of Beneficial Owner
|
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Amount and Nature of
Beneficial Ownership (1)
|
|
Percent of
Common Stock
|
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BlackRock, Inc. (2)
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15,855,736
|
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9.76
|
%
|
40 East 52nd Street
New York, New York 10022
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The Vanguard Group (3)
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11,107,211
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6.84
|
%
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100 Vanguard Blvd.
Malvern, PA 19355 |
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Robert I. Toll (4)
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12,057,459
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7.37
|
%
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250 Gibraltar Road
Horsham, Pennsylvania 19044
|
|
|
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Edward G. Boehne
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142,148
|
|
|
*
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Richard J. Braemer
|
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204,756
|
|
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*
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Christine N. Garvey
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31,627
|
|
|
*
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Carl B. Marbach (5)
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206,228
|
|
|
*
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|
John A. McLean
|
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100
|
|
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*
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Stephen A. Novick
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106,398
|
|
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*
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Paul E. Shapiro
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228,549
|
|
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*
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Douglas C. Yearley, Jr.
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1,049,182
|
|
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*
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Richard T. Hartman
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287,757
|
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*
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Martin P. Connor
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202,955
|
|
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*
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All directors and executive officers as a group (11 persons) (1)
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14,517,159
|
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8.78
|
%
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(1)
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Shares issuable pursuant to restricted stock units (“RSUs”) vesting and options exercisable within 60 days after the Record Date are deemed to be beneficially owned. Accordingly, the information presented above includes the following numbers of shares of common stock underlying RSUs and options held by the following individuals, and all directors and executive officers as a group: Mr. Robert I. Toll,
1,195,661
shares; Mr. Boehne,
98,981
shares; Mr. Braemer,
86,883
shares; Ms. Garvey,
28,582
shares; Mr. Marbach,
99,679
shares; Mr. Novick,
98,981
shares; Mr. Shapiro,
96,231
shares; Mr. Yearley,
851,263
shares; Mr. Hartman,
237,609
shares; Mr. Connor,
170,119
shares; and all directors and executive officers as a group,
2,963,989
shares.
|
(2)
|
BlackRock, Inc. (“BlackRock”) filed a Schedule 13G/A on January 27, 2017, which states that BlackRock has sole voting power with respect to 14,862,920 shares and sole dispositive power with respect to 15,855,736 shares. According to the Schedule 13G/A filed by BlackRock, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares, and no one person’s interest in our common stock was more than 5% of the total outstanding common stock, as of the date the Schedule 13G/A was filed.
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(3)
|
The Vanguard Group ("Vanguard") filed a Schedule 13G on February 10, 2016, which states that Vanguard has sole dispositive power with respect to 10,932,171 shares, sole voting power with respect to 163,597 shares, shared dispositive power with respect to 175,040 shares, and shared voting power with respect to 15,800 shares. According to the Schedule 13G filed by Vanguard, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares, and no one person’s interest in our common stock was more than 5% of the total outstanding common stock, as of the date the Schedule 13G was filed.
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(4)
|
Amount includes
158,580
shares held by trusts for Mr. Robert I. Toll’s children and grandchildren, of which Mrs. Jane Toll, Mr. Robert I. Toll’s spouse, is a trustee with voting and dispositive power and as to which he disclaims beneficial ownership. Amount includes
4,950,316
shares pledged to financial institutions to secure personal obligations of Mr. Robert I. Toll.
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(5)
|
Amount includes an aggregate of
9,400
shares beneficially owned by individual retirement accounts (“IRAs”) for the benefit of Mr. Marbach and his wife. Mr. Marbach disclaims beneficial ownership of the 4,700 shares held by his wife’s IRA.
|
Name
|
Leadership
|
Industry
|
Operating
|
Accounting
and
Financial
|
Business Development and Marketing
|
Corporate Governance and Law
|
Other Board Experience
|
|
|
|
|
|
|
|
|
Robert I. Toll
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
ü
|
Douglas C. Yearley, Jr.
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
|
Edward G. Boehne
|
ü
|
|
|
ü
|
ü
|
ü
|
ü
|
Richard J. Braemer
|
ü
|
ü
|
|
ü
|
ü
|
ü
|
ü
|
Christine N. Garvey
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
Carl B. Marbach
|
ü
|
|
ü
|
ü
|
ü
|
|
|
John A. McLean
|
ü
|
|
ü
|
ü
|
ü
|
|
|
Stephen A. Novick
|
ü
|
|
|
|
ü
|
ü
|
ü
|
Paul E. Shapiro
|
ü
|
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Audit Fees (1)
|
|
$
|
1,360,000
|
|
|
$
|
1,257,500
|
|
Audit-Related Fees (2)
|
|
1,995
|
|
|
31,990
|
|
||
Tax Fees (3)
|
|
74,000
|
|
|
51,343
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
|
|
$
|
1,435,995
|
|
|
$
|
1,340,833
|
|
(1)
|
“Audit Fees” include fees billed for (a) the audit of Toll Brothers, Inc. and its consolidated subsidiaries, (b) the audit of the Company’s internal control over financial reporting, (c) the review of quarterly financial information, and (d) the issuance of consents and comfort letters to underwriters in various filings with the Securities and Exchange Commission ("SEC").
|
(2)
|
“Audit-Related Fees” include fees billed for audits of a certain joint venture in which we have an interest and fees for the use of the independent auditors’ technical accounting research tool.
|
(3)
|
“Tax Fees” include fees billed for consulting on tax planning matters and tax compliance matters.
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and Rights(1)
|
|
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights(2)
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column(a))
|
||||
|
|
|
|
|
|
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
|
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
Equity compensation plans approved by security holders
|
|
10,349
|
|
|
$
|
26.3553
|
|
|
6,771
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
—
|
|
||
Total
|
|
10,349
|
|
|
$
|
26.3553
|
|
|
6,771
|
|
(1)
|
Amount includes 8,514,000 shares and 1,835,000 shares of stock options and RSUs, respectively, outstanding as of
October 31, 2016
. The amount of performance-based RSUs, which is included in the RSU amount, reflects the maximum number of shares that could be issued under the fiscal
2016
award as further described under "2016 Performance-Based RSUs" starting on page 41.
|
(2)
|
The weighted-average exercise price does not take into account the 1,835,000 shares of RSUs outstanding as of
October 31, 2016
.
|
•
|
presiding over all executive sessions and other meetings of the independent directors;
|
•
|
acting as principal liaison between the Executive Chairman of the Board, the CEO and the non-independent directors, on the one hand, and the independent directors, on the other hand;
|
•
|
serving as the director whom stockholders may contact;
|
•
|
leading the process for evaluating the Board of Directors and the committees of the Board of Directors;
|
•
|
participating in the communication of sensitive issues to the other directors; and
|
•
|
performing such other duties as the Board of Directors may deem necessary and appropriate from time to time.
|
(1)
|
the director is, or has been within the last three years, our employee or an immediate family member (defined as including a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone, other than domestic employees, who shares such person’s home) of, or is, or has been within the last three years, one of our executive officers;
|
(2)
|
the director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 per year in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
|
(3)
|
(a) the director is a current partner or employee of a firm that is our internal or external auditor; (b) the director has an immediate family member who is a current partner of such a firm; (c) the director has an immediate family member who is a current employee of such a firm and personally works on our audit; or (d) the director or an immediate family member was, within the last three years, a partner or employee of such a firm and personally worked on our audit within that time;
|
(4)
|
the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee;
|
(5)
|
the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to or received payments from us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or two percent of such other company’s consolidated gross revenues; or
|
(6)
|
the director or an immediate family member is, or within the past three years has been, an affiliate of another company in which, in any of the last three years, any of our present executive officers directly or indirectly either: (a) owned more than five percent of the total equity interests of such other company, or (b) invested or committed to invest more than $900,000 in such other company.
|
Name
|
Independent
|
Audit and Risk Committee
|
Executive Compensation
Committee
|
Nominating
& Corporate
Governance
Committee
|
Public Debt & Equity
Securities
Committee
|
|
|
|
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|
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Robert I. Toll
|
|
|
|
|
|
Douglas C. Yearley, Jr.
|
|
|
|
|
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Edward G. Boehne
|
ü
|
M
|
|
C
|
|
Richard J. Braemer
|
ü
|
|
|
|
C
|
Christine N. Garvey
|
ü
|
M
|
|
|
M
|
John A. McLean
|
ü
|
|
|
M
|
|
Carl B. Marbach
|
ü
|
M
|
C
|
|
M
|
Stephen A. Novick
|
ü
|
|
M
|
M
|
|
Paul E. Shapiro
|
ü
|
C
|
M
|
|
|
•
|
acting on behalf of our Board to discharge the Board’s responsibilities relating to the quality and integrity of our financial statements;
|
•
|
overseeing our compliance with legal and regulatory requirements;
|
•
|
overseeing risk oversight and assessment;
|
•
|
the appointment, qualifications, performance and independence of the independent registered public accounting firm;
|
•
|
pre-approval of all audit engagement fees and terms, all internal-control related services, and all permitted non-audit engagements (including the terms thereof) with the independent auditor;
|
•
|
review of the performance of our internal audit function; and
|
•
|
management of the Company’s significant risks and exposures, including strategic, operational, compliance, and reporting risks.
|
•
|
establishing our compensation philosophy and objectives;
|
•
|
overseeing the implementation and development of our compensation programs;
|
•
|
annually reviewing and approving corporate goals and objectives relevant to the compensation of the Executive Chairman of the Board and the CEO;
|
•
|
evaluating the performance of the Executive Chairman of the Board and the CEO in light of those goals and objectives and determining each of the Executive Chairman of the Board’s and CEO’s compensation level based on these evaluations;
|
•
|
reviewing and approving all elements and levels of compensation for our executive officers and any other officers recommended by the Board;
|
•
|
discussing the results of the stockholder advisory vote on Say on Pay;
|
•
|
making recommendations to the Board with respect to incentive compensation plans and equity-based plans;
|
•
|
administering (in some cases, along with the Board) all of our stock-based compensation plans, as well as the Company's Senior Officer Bonus Plan ("Senior Officer Plan) and its Supplemental Executive Retirement Plan ("SERP");
|
•
|
reviewing and approving, or making recommendations to the full Board regarding, equity-based awards; and
|
•
|
reviewing our regulatory compliance with respect to compensation matters.
|
•
|
identifying individuals qualified to become members of the Board and recommending to the Board the nominees for election to the Board;
|
•
|
evaluating from time to time the appropriate size of the Board and recommending any changes in the composition of the Board so as to best reflect our objectives;
|
•
|
assessing annually the composition of the Board, including a review of Board size, the skills and qualifications represented on the Board, and director tenure;
|
•
|
evaluating and making recommendations to the Board with respect to the compensation of the non-management directors;
|
•
|
adopting and reviewing, at least annually, corporate governance guidelines consistent with the requirements of the NYSE;
|
•
|
establishing procedures for submission of recommendations or nominations of candidates to the Board by stockholders;
|
•
|
reviewing the Board’s committee structure;
|
•
|
reviewing proposed changes to our governance instruments;
|
•
|
reviewing and recommending director orientation and continuing orientation programs; and
|
•
|
reviewing and approving related person transactions.
|
•
|
The Board held six meetings during fiscal 2016.
|
•
|
All directors attended over 75% or more of the meetings of the Board and Board Committees on which they served.
|
•
|
Our independent directors hold separate meetings. Edward G. Boehne, our Lead Independent Director, acts as chair at meetings of the independent directors. During fiscal 2016, the independent directors met four times.
|
•
|
Board Retainer
. The principal form of compensation for non-executive directors for their service as directors is an annual retainer, consisting of a combination of cash and equity, with an annual aggregate value of
$160,000
as follows:
|
•
|
Cash
. Each non-executive director receives one-third of the annual retainer in cash.
|
•
|
Equity
. The equity portion of the annual retainer for a non-executive director consists of two components: (a) non-qualified stock options having a grant date fair value of one-third of the annual retainer and (b) RSUs having a grant date fair value of one-third of the annual retainer, except that fractional share options and units are not issued. Equity grants made in fiscal 2016 were issued under the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007) for the non-employee directors and the Stock Incentive Plan for Employees (2014) for Mr. Bruce E. Toll.
|
•
|
Committee Retainer
. Each member of the Audit Committee, the Governance Committee, and the Compensation Committee receives annually, for service on each such Committee, a combination of cash and equity with a grant date fair value of
$20,000
as follows (except that fractional share options and units are not issued): (a) one-third of this amount in cash; (b) non-qualified stock options having a grant date fair value of one-third of this amount; and (c) RSUs having a grant date fair value of one-third of this amount, in each case with the same material terms described above under “Equity.” In addition, the Chair of each of these committees receives an additional annual cash retainer of
$10,000
.
|
•
|
Attendance at Board and Committee Meetings
. Directors, Committee Chairs and Committee members do not receive any additional compensation for attendance at Board or Committee meetings.
|
•
|
Lead Independent Director
. The Lead Independent Director, Mr. Edward G. Boehne, receives annually
$10,000
in cash for his services in that capacity.
|
Name
|
|
Fees
Earned or
Paid in
Cash ($)
|
|
Stock
Awards
($)(1)(2)
|
|
Option
Awards
($)(3)(4)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)(5)
|
|
All Other
Compensation
($)(6)
|
|
Total ($)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Robert S. Blank (7)
|
|
90,002
|
|
|
63,335
|
|
|
63,349
|
|
|
—
|
|
|
—
|
|
|
216,686
|
|
Edward G. Boehne
|
|
86,670
|
|
|
66,653
|
|
|
66,672
|
|
|
—
|
|
|
—
|
|
|
219,995
|
|
Richard J. Braemer
|
|
61,668
|
|
|
56,666
|
|
|
56,685
|
|
|
—
|
|
|
—
|
|
|
175,019
|
|
Christine N. Garvey
|
|
60,002
|
|
|
59,984
|
|
|
60,008
|
|
|
—
|
|
|
—
|
|
|
179,994
|
|
Carl B. Marbach
|
|
80,004
|
|
|
70,003
|
|
|
70,012
|
|
|
—
|
|
|
—
|
|
|
220,019
|
|
John A. McLean (8)
|
|
38,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,890
|
|
Stephen A. Novick
|
|
66,670
|
|
|
66,653
|
|
|
66,672
|
|
|
—
|
|
|
—
|
|
|
199,995
|
|
Paul E. Shapiro
|
|
76,670
|
|
|
66,653
|
|
|
66,672
|
|
|
—
|
|
|
—
|
|
|
209,995
|
|
Bruce E. Toll (9)
|
|
13,334
|
|
|
56,666
|
|
|
56,685
|
|
|
333,444
|
|
|
121,370
|
|
|
581,499
|
|
(1)
|
Annual RSU grants to non-executive directors are made during the first quarter of each fiscal year for service on the Board and Board committees during the immediately preceding fiscal year; accordingly, the values reflected in the table above are values of grants for service in fiscal 2015.
|
(2)
|
The non-executive directors held the following amounts of outstanding unvested RSUs at
October 31, 2016
: Mr. Boehne,
3,055
units; Mr. Braemer,
2,597
units, Ms. Garvey,
2,750
units; Mr. Marbach,
3,208
units; Mr. Novick,
3,055
units; and Mr. Shapiro,
3,055
units. The non-executive directors held the following amounts of outstanding vested RSUs at
October 31, 2016
: Mr. Boehne,
1,026
units; Mr. Braemer,
872
units; Ms. Garvey,
923
units; Mr. Marbach,
1,077
units; Mr. Novick,
1,026
units; and Mr. Shapiro,
1,026
units.
|
(3)
|
The annual stock option grants to non-executive directors are made during the first quarter of each fiscal year for service on the Board and Board committees during the immediately preceding fiscal year; accordingly, the values reflected in the table above are values of grants for service in fiscal 2015.
|
(4)
|
The non-executive directors held unexercised stock options to acquire the following amounts of our common stock at
October 31, 2016
: Mr. Blank's estate,
110,129
shares; Mr. Boehne,
116,873
shares; Mr. Braemer,
102,642
shares; Ms. Garvey,
29,385
shares; Mr. Marbach,
117,116
shares; Mr. Novick,
116,373
shares; Mr. Shapiro,
113,123
shares; and Mr. Bruce E. Toll,
102,642
shares.
|
(5)
|
The amount in this column represents the increase in the actuarial present value of accumulated benefits under the SERP for Mr. Bruce E. Toll through October 31, 2016.
|
(6)
|
“All Other Compensation” consists of the following annual compensation and benefits provided to Mr. Bruce E. Toll pursuant to the Advisory Agreement through March 8, 2016, the date he ceased to be a director and the Agreement was terminated. See “Other Director Compensation Arrangements,” above.
|
Compensation under Advisory Agreement
|
|
$
|
114,808
|
|
Company contribution to 401(k) plan
|
|
6,562
|
|
|
Total
|
|
$
|
121,370
|
|
(7)
|
Mr. Blank died on April 30, 2016. In fiscal 2016, his estate received a cash payment of $60,000, since the non-executive director compensation program provides that in the event of a non-executive director’s death, the heirs or legal representative of such director are entitled to a cash payment equal to two-thirds of the annual retainers for service as a director and Committee member (as applicable) in lieu of the equity portion of the annual retainers earned for such period, pro-rated through the date of death.
|
(8)
|
Mr. McLean was elected as a director on March 8, 2016 at the 2016 Annual Meeting of Stockholders.
|
(9)
|
Mr. Bruce E. Toll ceased to be a director on March 8, 2016.
|
|
Page
|
|
|
|
|
Fiscal 2016 Company Performance
|
27
|
|
New Developments for Fiscal 2016 Compensation
|
31
|
|
Compensation Philosophy and Objectives
|
32
|
|
Performance Assessment Process
|
33
|
|
Elements of Compensation
|
35
|
|
Cash Compensation Decisions
|
35
|
|
Long-Term Incentive Compensation Decisions
|
39
|
|
Compensation Decision-Making Process
|
44
|
|
Benefits and Perquisites
|
45
|
|
Other Compensation Practices and Policies
|
46
|
|
•
|
Revenues
: Our revenues in fiscal
2016
of
$5.17 billion
and home building deliveries of
6,098 units
rose
24%
in dollars and
10%
in units compared to fiscal
2015
and were the highest for any fiscal year since fiscal 2007.
|
•
|
Income
: Our pre-tax income improved to
$589.0 million
in fiscal
2016
, compared to pre-tax income of
$535.6 million
in fiscal
2015
. Impacting FY 2016’s pre-tax income, reported in cost of sales, were $13.8 million of inventory impairments and $125.6 million of warranty charges primarily related to older stucco homes. Fiscal 2015’s pre-tax income included $35.7 million of inventory impairments and a comparable $14.7 million warranty charge. We reported net income of
$382.1 million
in fiscal
2016
, or
$2.18
per share diluted, compared to net income of
$363.2 million
in fiscal
2015
, or
$1.97
per share diluted, a 10.7% increase in diluted earnings per share.
|
•
|
Contracts
: Our net signed contracts in fiscal
2016
of
$5.65 billion
and
6,719
units rose
14%
in dollars and
14%
in units compared to fiscal
2015
.
|
•
|
Backlog
: Our fiscal year-end
2016
backlog was
$3.98 billion
, up
14%
compared to fiscal year-end
2015
.
|
•
|
Gross Margin
: Our gross margin as a percentage of revenues for fiscal
2016
was
19.8%
, compared to
21.6%
for fiscal
2015
. Impacting FY 2016’s gross margin, reported in cost of sales, were $13.8 million of inventory impairments and $125.6 million of warranty charges primarily related to older stucco homes. Fiscal 2015’s gross margin included $35.7 million of inventory impairments and a comparable $14.7 million warranty charge.
|
•
|
Selling, General and Administrative Expenses (“SG&A”)
: Our SG&A as a percentage of revenue improved to
10.4%
for fiscal
2016
compared to
10.9%
for fiscal
2015
.
|
•
|
Operating Margin
: Our operating margin decreased to 9.5% for fiscal
2016
from 10.7% for fiscal
2015
.
|
•
|
Joint Venture and Other Income
: In fiscal
2016
, we produced
$99.0 million
in pre-tax income from our joint ventures, ancillary operations, and other sources, compared to
$88.7 million
in fiscal
2015
.
|
•
|
Honors
: In fiscal 2016, we were named the Most Admired Home Building Company in
Fortune
magazine's survey of the World's Most Admired Companies for 2016. In addition, we ranked #6 among all 1,500 companies in the survey in the Quality of Products/Services category behind only Apple, Walt Disney, Amazon, Alphabet (Google), and Nordstrom.
|
•
|
Pre-tax income, excluding specified gains and losses from litigation or claims, impairments, and other items in accordance with the Senior Officer Plan, as more fully described under "2016 Performance-Based RSU Awards—2016 Ops PRSUs" starting on page 41 ("PTI Metric");
|
•
|
Home building margin which is defined as home building cost of sales excluding interest expense, as a percentage of home building revenue, excluding specified gains and losses from litigation or claims, impairments, and other items in accordance with the Senior Officer Plan, as more fully described under "2016 Performance-Based RSU Awards—2016 Ops PRSUs" starting on page 41 ("Margin Metric"); and
|
•
|
Units delivered ("Units Metric").
|
•
|
The target level for the PTI Metric was set at
26.28%
higher than the Company's actual performance for fiscal 2015, and the Company's fiscal 2016 performance rose
23.41%
compared to fiscal 2015.
|
•
|
The target level for the Units Metric was set at
10.41%
higher than the Company's actual performance for fiscal 2015, and the Company's fiscal 2016 performance rose
10.37%
compared to fiscal 2015.
|
•
|
The target level for the Margin Metric was set to
26.10%
compared to the Company's actual performance of
26.22%
for fiscal 2015, and the Company's fiscal 2016 performance was
25.63%
.
|
•
|
Stock options granted to our executive officers in fiscal 2016 had a realizable value of zero at the end of the fiscal year.
|
•
|
TSR PRSUs with a one-year performance period consisting of fiscal
2016
had a payout of zero.
|
•
|
Ops PRSUs based on operating metrics had a realizable value of 18% lower than targeted.
|
(1)
|
The realizable value of equity awards means the (a) the values of all performance-based RSUs granted in fiscal
2016
and (b) in the case of stock options, the intrinsic value of all awards granted in fiscal
2016
calculated by subtracting the exercise price from the share price on the last day of the fiscal year. Performance-based RSUs with performance periods ended within fiscal
2016
were valued at the determined outcome multiplied by the share price on the last day of fiscal
2016
; performance-based RSUs for performance periods that have not yet been completed were valued at target based on the share price on the last day of fiscal
2016
.
|
|
|
2016 Adjusted SCT Total Compensation (1)
|
|
2015 SCT Total Compensation
|
Robert I. Toll
|
|
$6.99 million
|
|
$8.02 million
|
Douglas C. Yearley, Jr.
|
|
$9.99 million
|
|
$9.81 million
|
Richard T. Hartman
|
|
$4.06 million
|
|
$3.99 million
|
Martin P. Connor
|
|
$3.68 million
|
|
$3.46 million
|
(1)
|
2016
Adjusted SCT Total Compensation is the total compensation reported in the SCT for fiscal
2016
, less the grant date fair value of the one-time grants of TSR PRSUs with performance periods of one and two years made in December 2015 to phase in the grant of TSR PRSUs which regularly will have a performance period of three years.
|
Annual Meeting Year
|
|
Stockholder Support on
Say on Pay Vote
|
2016
|
|
98%
|
2015
|
|
87%
|
2014
|
|
98%
|
2013
|
|
99%
|
2012
|
|
98%
|
2011
|
|
99%
|
•
|
Set compensation levels that are sufficiently competitive to attract, motivate, and reward the highest quality individuals to contribute to our goals and overall financial success
. By keeping compensation competitive during times of growth as well as contraction, the Compensation Committee attempts to retain executives through the phases of the cycle of the real estate market.
|
•
|
Retain executives and encourage continued service.
It is important that we concentrate on retaining and developing the capabilities of our current leaders and emerging leaders to ensure that we continue to have an appropriate depth of executive talent.
|
•
|
Incentivize executives to manage risks appropriately while attempting to improve our financial results, performance, and condition over both the short-term and the long-term
. The Compensation Committee, by seeking a balance of short-term and long-term compensation, seeks to motivate and reward NEOs for decisions made today that may not produce immediate or short-term results, but are intended to have a positive long-term effect.
|
•
|
Align executive and stockholder interests
. The Compensation Committee believes that the use of equity compensation, including use of performance-based RSU grants as a key component of executive compensation, is a valuable tool for aligning the interests of our NEOs with those of our stockholders, including the use of such compensation to reward actions that demonstrate long-term vision.
|
•
|
Consider tax deductibility for incentive compensation
. Although the Compensation Committee may award compensation to NEOs that is not tax-deductible when it deems that such compensation is in the best interests of the Company, it generally attempts to structure compensation for NEOs to meet the Code requirements for deductibility, including deductibility of compensation awarded under performance-based compensation plans.
|
•
|
Use pay practices that support good governance
.
|
◦
|
We do not enter into employment agreements with NEOs or agreements that provide “golden parachute" cash payouts or excise tax gross-ups for our NEOs.
|
◦
|
Benefits conditioned upon a change of control are limited to vesting and potential payment of existing SERP benefits and vesting of previously granted equity awards.
|
◦
|
Perquisites are limited, and we do not provide tax gross ups on perquisites.
|
◦
|
We have a policy that restricts NEOs' hedging and pledging of Company shares.
|
◦
|
Incentive compensation, including stock-based compensation, is subject to a clawback policy starting in fiscal 2016.
|
|
|
Compensation Committee Action Taken
|
|
|
|
December 2015
|
|
Set performance goals for fiscal 2016 annual incentive bonus and performance-based RSU awards and fixed target number of 2016 performance-based RSU awards for NEOs
Set calendar year 2016 base salaries for the NEOs
|
|
|
|
June 2016
|
|
Reviewed the Say on Pay voting results from the 2016 annual meeting of stockholders, as well as feedback received from stockholders and proxy advisory firms on our executive compensation program
Reviewed fiscal 2015 NEO compensation compared to our Peer Group (defined on page 45)
Reviewed a market assessment prepared by the Compensation Committee's independent compensation consultant of fiscal 2015 senior executive pay versus performance for the Company compared to the Peer Group
Reviewed Company financial results compared to the Peer Group for the prior fiscal year and the current fiscal year to date
Consulted with the independent compensation consultant regarding industry trends in executive compensation
|
|
|
|
November 2016
|
|
Reviewed market assessment prepared by the independent compensation consultant of Company fiscal 2015 senior executive pay versus projected Company fiscal 2016 performance compared to the Peer Group
Commenced discussions with our largest stockholders and proxy advisory firms to gain their input on our executive compensation program
Held preliminary discussions regarding NEO individual performance during fiscal 2016
|
|
|
|
December 2016
|
|
Reviewed market assessment prepared by the independent compensation consultant of fiscal 2015 Company senior executive pay versus actual Company fiscal 2016 performance compared to the Peer Group
Reviewed each NEO’s individual performance during fiscal 2016
Reviewed fiscal 2016 performance goals and certified the level of performance attained for annual incentive bonus eligibility and performance-based RSU payouts
Determined fiscal 2016 annual incentive bonuses for the NEOs
Determined and granted equity awards for fiscal 2016 performance
|
•
|
The contributions of Mr. Toll, our Executive Chairman, as the Company's founder and his continuing guidance and oversight, in particular with respect to the Company's land acquisition;
|
•
|
The contributions of Mr. Yearley, our CEO, and Mr. Hartman, our President and Chief Operating Officer, to growth in backlog and the Company's realignment towards better-performing markets in fiscal 2016;
|
•
|
Mr. Yearley's and Mr. Hartman's efforts to further enhance the Company’s brand, which were reflected in industry honors received in fiscal 2016;
|
•
|
The contributions of Mr. Yearley and Mr. Connor, our Chief Financial Officer, to the Company's exploration of potential strategic transactions in fiscal 2016, including its acquisition of Coleman Homes at the start of fiscal 2017; and
|
•
|
Mr. Connor's contributions in the areas of new joint ventures formed; managing the Company’s balance sheet, including strategic repurchases of the Company's stock and the extension and expansion of the Company's corporate loans; assessing and managing risk; and oversight of initiatives to improve the Company’s information technology infrastructure.
|
|
|
Element
|
|
Time Horizon
|
|
Performance Measure
|
|
|
|
|
|
|
|
Fixed
|
|
Base Salary
|
|
Short
(1 year)
|
|
Individual Performance
|
|
|
|
|
|
|
|
At Risk
|
|
Annual Incentive Bonus
(1)
|
|
Short
(1 year; paid semi-annually)
|
|
60% Quantitative Component;
PTI Metric
40% Qualitative Component; Individual/Company Performance
|
|
Performance-Based RSUs
|
|
Medium
(3-4 years)
(2)
|
|
PTI Metric (25%)
Margin Metric (25%)
Units Metric (25%)
Relative TSR (25%)
|
|
|
Options
|
|
Long
(10 years)
|
|
Stock Price Performance
|
|
|
|
|
|
|
|
|
Fixed
|
|
Retirement Benefits
(SERP)
|
|
Long
(payable following retirement)
|
|
Individual Performance
|
(1)
|
Annual Incentive Bonus payments are subject to achievement of the consolidated revenues and PTI Metric performance goals under the Senior Officer Plan described under "Annual Incentive Bonus" starting on page 36.
|
(2)
|
The regularly recurring grant will have a three-year performance period; the TSR PRSUs were phased in by making a one-time grant of awards with performance periods of one and two years, in addition to the regularly recurring grant with a three-year performance period.
|
|
|
Calendar 2017 Salary
|
|
Calendar 2016 Salary
|
|
Calendar 2015 Salary
|
||||||
|
|
|
|
|
|
|
||||||
Robert I. Toll
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
Douglas C. Yearley, Jr.
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
Richard T. Hartman
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
Martin P. Connor
|
|
$
|
975,000
|
|
|
$
|
975,000
|
|
|
$
|
950,000
|
|
Performance Metric
|
|
100% Eligibility
|
|
50% Eligibility (80% of Targets)
|
|
Actual Company Performance
|
|
|
|
|
|
|
|
Consolidated Revenues
|
|
≥ $4.5 billion (50%)
|
|
≥ $3.6 billion (25%)
|
|
$5,169,508,000
|
PTI Metric
|
|
≥ $662,558,400 (50%)
|
|
≥ $530,046,720 (25%)
|
|
$719,470,000
|
|
|
Target Formulaic Bonus Component Amount
|
|
Actual Formulaic Bonus Component Award
|
||||
|
|
|
|
|
||||
Robert I .Toll
|
|
$
|
900,000
|
|
|
$
|
879,570
|
|
Douglas C. Yearley, Jr.
|
|
$
|
1,560,000
|
|
|
$
|
1,524,588
|
|
Robert T. Hartman
|
|
$
|
577,500
|
|
|
$
|
564,391
|
|
Martin P. Connor
|
|
$
|
577,500
|
|
|
$
|
564,391
|
|
•
|
Results as reported under U.S. generally accepted accounting principles (GAAP) on an absolute basis and relative to the prior fiscal year, particularly in the areas of revenues and pre-tax income, both of which exceeded fiscal 2015 results;
|
•
|
Actual fiscal 2016 results compared to performance targets for the PTI Metric, Margin Metric, and Units Metric established by the Compensation Committee at the beginning of the fiscal year;
|
•
|
Total shareholder return during fiscal 2016, which was negative and was lower than the median of the Peer Group for one- and three-year periods, but exceeded the median of the Peer Group for a ten-year period; and
|
•
|
One-year growth compared to the Peer Group in reported revenues, net income, earnings before interest and taxes, backlog, new orders, and settlements, as well as gross margin and pre-tax margin performance in fiscal 2016 compared to the Peer Group.
|
|
|
Target Qualitative Assessment Bonus Component Amount
|
|
Actual Qualitative Assessment Bonus Component Award
|
||||
|
|
|
|
|
||||
Robert I .Toll
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
Douglas C. Yearley, Jr.
|
|
$
|
1,040,000
|
|
|
$
|
1,040,000
|
|
Robert T. Hartman
|
|
$
|
385,000
|
|
|
$
|
385,000
|
|
Martin P. Connor
|
|
$
|
385,000
|
|
|
$
|
385,000
|
|
|
|
Base Salary
|
|
Annual Incentive
Bonus
|
|
Total Cash Compensation
|
||||||
|
|
|
|
|
|
|
||||||
Robert I. Toll
|
|
$
|
1,000,000
|
|
|
$
|
1,479,570
|
|
|
$
|
2,479,570
|
|
Douglas C. Yearley, Jr.
|
|
$
|
1,000,000
|
|
|
$
|
2,564,588
|
|
|
$
|
3,564,588
|
|
Richard T. Hartman
|
|
$
|
1,000,000
|
|
|
$
|
949,391
|
|
|
$
|
1,949,391
|
|
Martin P. Connor (1)
|
|
$
|
970,833
|
|
|
$
|
949,391
|
|
|
$
|
1,920,224
|
|
(1)
|
Reflects base salary earned during fiscal
2016
. Base salary is paid on a calendar year basis; the
2016
calendar year annual salary for Mr. Connor was
$975,000
.
|
|
|
Option Grant for
2016 Performance (1)
|
|
|
|
Robert I. Toll
|
|
166,653
|
Douglas C. Yearley, Jr.
|
|
150,087
|
Richard T. Hartman
|
|
45,573
|
Martin P. Connor
|
|
37,673
|
(1)
|
For purposes of determining the number of shares that are subject to the options granted, the assigned value per share of the options was determined by multiplying the closing price of our stock on December 20, 2016, the date of the awards, by the average of the “Fair Value Quotient” for the three immediately previous fiscal years of the Company. The “Fair Value Quotient” is the fraction in which (x) the denominator is the closing price of our common stock on the date of the awards for the relevant date, and (y) the numerator is the grant date fair value of the options granted in accordance with ASC 718; assumptions used in the calculation of these amounts are included in Note 9 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended
October 31, 2016
, excluding the effect of estimated forfeitures.
|
Relative TSR Percentile Rank
|
|
TSR Multiplier (1)
|
|
|
|
Less than 25th Percentile
|
|
0%
|
25th Percentile
|
|
50% (threshold)
|
50th Percentile
|
|
100% (target)
|
75th Percentile or Above
|
|
200% (maximum)
|
(1)
|
The Total Shareholder Return Multiplier will be determined by linear interpolation for any achievement of the Relative TSR Percentile Rank which falls between the target percentages above.
|
2016 Performance Metric
|
|
Minimum (90%)
|
|
Target (100%)
|
|
Maximum (110%)
|
|
Fiscal 2016 Actual
|
||||
|
|
|
|
|
|
|
|
|
||||
PTI Metric (1)
|
|
$662,558,400
|
|
$736,176,000
|
|
$809,793,600
|
|
$719,470,000
|
||||
Margin Metric (1)
|
|
23.49
|
%
|
|
26.10
|
%
|
|
28.71
|
%
|
|
25.63
|
%
|
Units Metric
|
|
5,490
|
|
|
6,100
|
|
|
6,710
|
|
|
6,098
|
|
(1)
|
The following items, to the extent disclosed in a press release or conference call, are excluded from these performance metrics:
|
•
|
Restructuring and severance costs pursuant to a plan approved by the Board, CEO and/or President and Chief Operating Officer
|
•
|
Gains or losses from litigation or claims, natural disasters, terrorism, fraud, or fraud investigations
|
•
|
Effect of changes in laws, regulations, or accounting principles
|
•
|
The gain or loss from the sale or discontinuance of a business segment, division, or unit and the budgeted, unrealized earnings before interest, taxes, depreciation, and amortization (EBITDA) for this business segment, division, or unit
|
•
|
Extraordinary items as defined by generally accepted accounting principles or non-recurring items
|
•
|
Write-down or impairment of assets or joint venture investments
|
•
|
Stock-based compensation overages or underages compared to budget
|
•
|
Out-of-period charges or credits
|
•
|
Expense of an acquisition
|
•
|
Gains or losses from derivative transactions
|
•
|
Profits recognized by the Company from its share of income from the closings at Brooklyn Pier 1 Residential Investments, LP (due to ongoing litigation as of the date of grant)
|
|
|
December 2015 TSR PRSU Target Awards
|
||||
|
|
1-Year
Performance Period
(11/1/2015-10/31/2016)
|
|
2-Year
Performance Period
(11/1/2015-10/31/2017)
|
|
3-Year
Performance Period
(11/1/2015-10/31/2018)
|
|
|
|
|
|
|
|
Robert I. Toll
|
|
19,939
|
|
15,373
|
|
10,822
|
Douglas C. Yearley, Jr.
|
|
27,017
|
|
27,017
|
|
27,017
|
Richard T. Hartman
|
|
8,143
|
|
8,143
|
|
8,143
|
Martin P. Connor
|
|
6,697
|
|
6,697
|
|
6,697
|
Beazer Homes USA, Inc.
|
|
KB Home
|
|
Meritage Homes Corporation
|
CalAtlantic Group, Inc.
|
|
Lennar Corporation
|
|
NVR, Inc.
|
D. R. Horton, Inc.
|
|
M. D. C. Holdings, Inc.
|
|
PulteGroup, Inc.
|
Hovnanian Enterprises, Inc.
|
|
M/I Homes, Inc.
|
|
Taylor Morrison Home Corporation
|
|
|
|
|
Tri Pointe Group, Inc.
|
Position
|
|
Multiple
|
|
|
|
Executive Chairman and CEO
|
|
3.0 x base salary
|
Other Executive Officers
|
|
1.0 x base salary
|
Directors
|
|
3.0 x annual cash retainer
|
•
|
shares of stock owned by the executive officer or director, including shares held in a trust controlled by the executive officer or director, by a spouse or by minor children that are deemed beneficially owned by the executive officer or director under Rule 13d-3 under the Exchange Act;
|
•
|
one-third of the shares underlying vested stock options that were “in the money” at the beginning of the fiscal year of review; and
|
•
|
shares of stock underlying vested performance stock units, RSUs, and restricted stock awards, regardless of provisions relating to delivery.
|
•
|
the percentage of the individual’s equity holdings that are currently pledged;
|
•
|
the percentage of the Company’s outstanding class of equity securities represented by the number of securities of that class being pledged;
|
•
|
the market value of the securities being pledged and the total market value of the Company’s outstanding equity securities;
|
•
|
the historical trading volume of the Company’s equity securities; and
|
•
|
any compelling needs of the individual justifying the pledge transaction under the circumstances.
|
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($)(1)
|
|
Option
Awards
($)(1)
|
|
Non-Equity
Incentive Plan
Compensation
($)(2)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Robert I. Toll
|
|
2016
|
|
1,000,000
|
|
|
3,856,026
|
|
|
1,474,706
|
|
|
1,479,570
|
|
|
501,063
|
|
|
111,026
|
|
|
8,422,391
|
|
Executive Chairman of the Board
|
|
2015
|
|
1,000,000
|
|
|
4,342,841
|
|
|
1,026,000
|
|
|
1,500,000
|
|
|
—
|
|
|
148,601
|
|
|
8,017,442
|
|
2014
|
|
1,000,000
|
|
|
4,699,732
|
|
|
1,302,000
|
|
|
1,500,000
|
|
|
368,131
|
|
|
163,356
|
|
|
9,033,219
|
|
||
Douglas C. Yearley, Jr.
|
|
2016
|
|
1,000,000
|
|
|
6,003,112
|
|
|
2,305,908
|
|
|
2,564,588
|
|
|
272,999
|
|
|
37,271
|
|
|
12,183,878
|
|
Chief Executive Officer
|
|
2015
|
|
1,000,000
|
|
|
3,249,000
|
|
|
2,662,400
|
|
|
2,500,000
|
|
|
359,321
|
|
|
39,166
|
|
|
9,809,887
|
|
2014
|
|
1,000,000
|
|
|
3,516,000
|
|
|
3,016,230
|
|
|
2,300,000
|
|
|
198,902
|
|
|
40,922
|
|
|
10,072,054
|
|
||
Richard T. Hartman
|
|
2016
|
|
1,000,000
|
|
|
1,809,375
|
|
|
702,898
|
|
|
949,391
|
|
|
233,180
|
|
|
30,762
|
|
|
4,725,606
|
|
President and Chief Operating Officer
|
|
2015
|
|
1,000,000
|
|
|
974,700
|
|
|
715,520
|
|
|
875,000
|
|
|
396,975
|
|
|
30,726
|
|
|
3,992,921
|
|
|
2014
|
|
991,667
|
|
|
1,054,800
|
|
|
796,740
|
|
|
800,000
|
|
|
163,969
|
|
|
31,079
|
|
|
3,838,255
|
|
|
Martin P. Connor
|
|
2016
|
|
970,833
|
|
|
1,488,106
|
|
|
580,868
|
|
|
949,391
|
|
|
208,558
|
|
|
24,356
|
|
|
4,222,112
|
|
Chief Financial Officer
|
|
2015
|
|
933,333
|
|
|
812,250
|
|
|
565,760
|
|
|
875,000
|
|
|
244,696
|
|
|
24,410
|
|
|
3,455,449
|
|
2014
|
|
841,667
|
|
|
879,000
|
|
|
626,010
|
|
|
800,000
|
|
|
142,288
|
|
|
24,635
|
|
|
3,313,600
|
|
(1)
|
These columns present the aggregate grant date fair value of RSUs and stock options, respectively, granted in the indicated fiscal year, calculated in accordance with ASC 718 utilizing the assumptions discussed in Note 9 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
October 31, 2016
, excluding the effect of estimated forfeitures. The amounts shown in these columns do not reflect compensation actually received by the NEOs. The actual value, if any, that a NEO may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award, including performance conditions in the case of performance-based RSUs, and, for stock options, upon the excess of the share price over the exercise price, if any, on the date the options are exercised. Thus, there is no assurance that the value, if any, eventually realized by the NEOs will correspond to the amounts shown in the table.
|
(2)
|
The annual incentive bonuses for Mr. Toll, Mr. Yearley, Mr. Hartman, and Mr. Connor for fiscal
2016
were earned based on target bonus amounts established by the Compensation Committee for PTI Metric performance (60% of bonus amount) and its qualitative assessment of individual and Company performance (40% of bonus amount), subject to achievement of the 2016 performance goals under the Senior Officer Plan, as more fully described under "Annual Incentive Bonus" starting on page 36.
|
(3)
|
The amounts in this column represent the increase in the actuarial present value of accumulated benefits under the SERP for each NEO and the amount of above-market interest earned on their respective balances, if applicable, in the Deferred Compensation Plan. Mr. Toll and Mr. Yearley did not participate in the Deferred Compensation Plan during the fiscal years indicated in the table above. The amounts attributed to the increase or decrease in actuarial present value of SERP benefits and above-market interest on deferred compensation are as follows (see also the Pension Benefits During Fiscal
2016
table on page 55 of this proxy statement):
|
Name
|
|
Fiscal
Year
|
|
Increase (Decrease) in
Actuarial Present Value of
Accumulated
SERP Benefits ($)
|
|
Above-Market
Interest Earned on
Deferred
Compensation ($)
|
|
Total ($)
|
|||
Robert I. Toll
|
|
2016
|
|
501,063
|
|
|
N/A
|
|
|
501,063
|
|
|
|
2015
|
|
(8,614
|
)
|
|
N/A
|
|
|
(8,614
|
)
|
|
|
2014
|
|
368,131
|
|
|
N/A
|
|
|
368,131
|
|
Douglas C. Yearley, Jr.
|
|
2016
|
|
272,999
|
|
|
N/A
|
|
|
272,999
|
|
|
|
2015
|
|
359,321
|
|
|
N/A
|
|
|
359,321
|
|
|
|
2014
|
|
198,902
|
|
|
N/A
|
|
|
198,902
|
|
Richard T. Hartman
|
|
2016
|
|
185,774
|
|
|
47,406
|
|
|
233,180
|
|
|
|
2015
|
|
313,163
|
|
|
83,812
|
|
|
396,975
|
|
|
|
2014
|
|
139,583
|
|
|
24,386
|
|
|
163,969
|
|
Martin P. Connor
|
|
2016
|
|
208,347
|
|
|
211
|
|
|
208,558
|
|
|
|
2015
|
|
244,647
|
|
|
49
|
|
|
244,696
|
|
|
|
2014
|
|
142,288
|
|
|
N/A
|
|
|
142,288
|
|
(4)
|
Fiscal
2016
“All Other Compensation” consists of:
|
|
|
Fiscal 2016
|
||||||||||||||
|
|
Robert I.
Toll
|
|
Douglas C.
Yearley, Jr.
|
|
Richard T.
Hartman
|
|
Martin P.
Connor
|
||||||||
Payments for tax and financial statement preparation assistance
|
|
$
|
58,124
|
|
|
$
|
3,407
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Company contribution to 401(k) Plan
|
|
10,600
|
|
|
10,600
|
|
|
10,600
|
|
|
10,600
|
|
||||
Life and disability insurance premiums (5)
|
|
3,542
|
|
|
3,569
|
|
|
3,902
|
|
|
3,856
|
|
||||
Auto and gas allowance
|
|
19,500
|
|
|
15,900
|
|
|
15,900
|
|
|
9,900
|
|
||||
Non-business use of cars and drivers
|
|
19,260
|
|
|
3,795
|
|
|
360
|
|
|
—
|
|
||||
Total
|
|
$
|
111,026
|
|
|
$
|
37,271
|
|
|
$
|
30,762
|
|
|
$
|
24,356
|
|
(5)
|
Includes annual premiums for annual life, accidental death and dismemberment, and long term disability insurance provided to all employees; supplemental long-term disability insurance provided to executives.
|
|
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
|
|
Exer-
cise
or Base
Price of
Option
Awards
($/Sh)
|
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(4)
|
|||||||||||||||
Name/
Award Type
|
|
Grant
Date
|
|
Action
Date(1)
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
||||||||||||||
Robert I. Toll
|
|
|
|
|
|
(5)
|
|
(6)
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ops PRSUs
|
|
12/18/2015
|
|
12/15/2015
|
|
|
|
|
|
|
|
53,836
|
|
|
59,818
|
|
|
65,800
|
|
|
|
|
|
|
|
|
1,965,021
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/15/2015
|
|
|
|
|
|
|
|
9,970
|
|
|
19,939
|
|
|
39,878
|
|
|
|
|
|
|
|
|
798,158
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/15/2015
|
|
|
|
|
|
|
|
7,687
|
|
|
15,373
|
|
|
30,746
|
|
|
|
|
|
|
|
|
634,751
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/15/2015
|
|
|
|
|
|
|
|
5,411
|
|
|
10,822
|
|
|
21,644
|
|
|
|
|
|
|
|
|
458,095
|
|
|||
Stock Options
|
|
12/18/2015
|
|
12/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,579
|
|
|
32.85
|
|
|
1,474,706
|
|
||||
Douglas C. Yearley, Jr.
|
|
|
|
(5)
|
|
(6)
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ops PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
72,944
|
|
|
81,049
|
|
|
89,154
|
|
|
|
|
|
|
|
|
2,662,460
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
13,509
|
|
|
27,017
|
|
|
54,034
|
|
|
|
|
|
|
|
|
1,081,491
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
13,509
|
|
|
27,017
|
|
|
54,034
|
|
|
|
|
|
|
|
|
1,115,532
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
13,509
|
|
|
27,017
|
|
|
54,034
|
|
|
|
|
|
|
|
|
1,143,630
|
|
|||
Stock Options
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,584
|
|
|
32.85
|
|
|
2,305,908
|
|
||||
Richard T. Hartman
|
|
|
|
(5)
|
|
(6)
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ops PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
21,986
|
|
|
24,429
|
|
|
26,872
|
|
|
|
|
|
|
|
|
802,493
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
4,072
|
|
|
8,143
|
|
|
16,286
|
|
|
|
|
|
|
|
|
325,964
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
4,072
|
|
|
8,143
|
|
|
16,286
|
|
|
|
|
|
|
|
|
336,224
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
4,072
|
|
|
8,143
|
|
|
16,286
|
|
|
|
|
|
|
|
|
344,693
|
|
|||
Stock Options
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,939
|
|
|
32.85
|
|
|
702,898
|
|
||||
Martin P. Connor
|
|
|
|
(5)
|
|
(6)
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ops PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
18,083
|
|
|
20,092
|
|
|
22,101
|
|
|
|
|
|
|
|
|
660,022
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
3,349
|
|
|
6,697
|
|
|
13,394
|
|
|
|
|
|
|
|
|
268,081
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
3,349
|
|
|
6,697
|
|
|
13,394
|
|
|
|
|
|
|
|
|
276,519
|
|
|||
TSR PRSUs
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
3,349
|
|
|
6,697
|
|
|
13,394
|
|
|
|
|
|
|
|
|
283,484
|
|
|||
Stock Options
|
|
12/18/2015
|
|
12/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,658
|
|
|
32.85
|
|
|
580,868
|
|
(1)
|
The Compensation Committee met on
December 15, 2015
to make determinations for Mr. Toll, and on
December 10, 2015
to make determinations for Mr. Yearley, Mr. Hartman, and Mr. Connor with respect to stock option grants for fiscal
2015
performance; Ops PRSU grants relating to performance to occur during fiscal
2016
; and TSR PRSU grants relating to performance over various periods. All grants of equity compensation were made on
December 18, 2015
, which is consistent with our practice of awarding equity compensation described under “Compensation Discussion and Analysis—Long-Term Incentive Compensation Decisions” starting on page 39.
|
(2)
|
Reflects performance-based RSUs the Compensation Committee awarded to our NEOs under the 2014 Stock Incentive Plan for Employees (the "2014 SIP"). See “Compensation Discussion and Analysis—Long-Term Incentive Compensation Decisions—Performance-Based RSUs” starting on page 40 for further information.
|
(3)
|
See “Compensation Discussion and Analysis—Long-Term Incentive Compensation Decisions—Stock Options" on page 39 for a discussion of these option grants, which were awarded under the 2014 SIP. The exercise price of the options granted in fiscal 2015 is the closing price of our common stock on the grant date.
|
(4)
|
Amount represents the aggregate grant date fair value of RSUs and stock options, respectively, granted in fiscal
2016
, calculated in accordance with ASC 718 utilizing the assumptions discussed in Note 9 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
October 31, 2016
. The calculation of these amounts disregards the estimate of forfeitures related to time-based vesting conditions. With respect to the performance-based RSUs, the estimate of the grant date fair value determined in accordance with ASC 718 assumes the vesting of 100% of the RSUs awarded.
|
(5)
|
Awards to Mr. Toll, Mr. Yearley, Mr. Hartman, and Mr. Connor were made pursuant to the terms of the Senior Officer Plan. The plan does not include a threshold amount; awards in any fiscal year could be as low as $0.
|
(6)
|
The Senior Officer Plan does not include a target amount. The annual incentive bonuses for fiscal
2016
were earned based on target bonus amounts established by the Compensation Committee on
December 15, 2015
for Mr. Toll and Mr. Yearley, and on
December 10, 2015
for Mr. Hartman and Mr. Connor, for PTI Metric performance (60% of bonus amount) and its qualitative assessment of individual and Company performance (40% of bonus amount), subject to achievement of the fiscal 2016 performance goals under the Senior Officer Plan, as more fully described under “Annual Incentive Bonus” starting on page 36.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||||
Name
|
|
Grant
Date
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(10)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares or
Units of
Stock
That
Have Not
Vested
(#)
|
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(11)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or Other
Rights
That
Have
Not
Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)
|
|||||||||
Robert I. Toll
|
|
12/20/2006
|
|
550,000
|
|
|
|
|
|
31.82
|
|
|
12/20/2016
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2007
|
|
550,000
|
|
|
|
|
|
20.76
|
|
|
12/20/2017
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2010
|
|
100,000
|
|
|
|
|
|
19.32
|
|
|
12/20/2020
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2011
|
|
100,000
|
|
|
|
|
|
20.50
|
|
|
12/20/2021
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/17/2012
|
|
75,000
|
|
|
25,000
|
|
(1)
|
|
32.22
|
|
|
12/17/2022
|
|
35,020
|
|
(5)
|
|
960,949
|
|
|
|
|
|
|||
|
|
12/20/2013
|
|
50,000
|
|
|
50,000
|
|
(2)
|
|
35.16
|
|
|
12/20/2023
|
|
66,868
|
|
(6)
|
|
1,834,858
|
|
|
|
|
|
|||
|
|
12/19/2014
|
|
25,000
|
|
|
75,000
|
|
(3)
|
|
32.49
|
|
|
12/19/2024
|
|
104,200
|
|
(7)
|
|
2,859,248
|
|
|
|
|
|
|||
|
|
12/18/2015
|
|
|
|
|
144,579
|
|
(4)
|
|
32.85
|
|
|
12/18/2025
|
|
58,998
|
|
(8)
|
|
1,618,905
|
|
|
26,195
|
|
(9
|
)
|
718,791
|
|
Douglas C. Yearley, Jr.
|
|
12/20/2007
|
|
16,250
|
|
|
|
|
|
20.76
|
|
|
12/20/2017
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2008
|
|
17,500
|
|
|
|
|
|
21.70
|
|
|
12/20/2018
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2009
|
|
46,875
|
|
|
|
|
|
18.38
|
|
|
12/20/2019
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2010
|
|
120,000
|
|
|
|
|
|
19.32
|
|
|
12/20/2020
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2011
|
|
120,000
|
|
|
|
|
|
20.50
|
|
|
12/20/2021
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/17/2012
|
|
112,500
|
|
|
37,500
|
|
(1)
|
|
32.22
|
|
|
12/17/2022
|
|
26,200
|
|
(5)
|
|
718,928
|
|
|
|
|
|
|||
|
|
12/20/2013
|
|
79,500
|
|
|
79,500
|
|
(2)
|
|
35.16
|
|
|
12/20/2023
|
|
50,026
|
|
(6)
|
|
1,372,713
|
|
|
|
|
|
|||
|
|
12/19/2014
|
|
40,000
|
|
|
120,000
|
|
(3)
|
|
32.49
|
|
|
12/19/2024
|
|
77,955
|
|
(7)
|
|
2,139,085
|
|
|
|
|
|
|||
|
|
12/18/2015
|
|
|
|
|
137,584
|
|
(4)
|
|
32.85
|
|
|
12/18/2025
|
|
79,938
|
|
(8)
|
|
2,193,499
|
|
|
54,034
|
|
(9
|
)
|
1,482,693
|
|
Richard T. Hartman
|
|
12/20/2007
|
|
20,000
|
|
|
|
|
|
20.76
|
|
|
12/20/2017
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2008
|
|
20,000
|
|
|
|
|
|
21.70
|
|
|
12/20/2018
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2009
|
|
10,000
|
|
|
|
|
|
18.38
|
|
|
12/20/2019
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2010
|
|
10,000
|
|
|
|
|
|
19.32
|
|
|
12/20/2020
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2011
|
|
30,000
|
|
|
|
|
|
20.50
|
|
|
12/20/2021
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/17/2012
|
|
30,000
|
|
|
10,000
|
|
(1)
|
|
32.22
|
|
|
12/17/2022
|
|
7,860
|
|
(5)
|
|
215,678
|
|
|
|
|
|
|||
|
|
12/20/2013
|
|
21,000
|
|
|
21,000
|
|
(2)
|
|
35.16
|
|
|
12/20/2023
|
|
15,008
|
|
(6)
|
|
411,820
|
|
|
|
|
|
|||
|
|
12/19/2014
|
|
10,750
|
|
|
32,250
|
|
(3)
|
|
32.49
|
|
|
12/19/2024
|
|
23,387
|
|
(7)
|
|
641,739
|
|
|
|
|
|
|||
|
|
12/18/2015
|
|
|
|
|
41,939
|
|
(4)
|
|
32.85
|
|
|
12/18/2025
|
|
24,094
|
|
(8)
|
|
661,139
|
|
|
16,286
|
|
(9
|
)
|
446,888
|
|
Martin P. Connor
|
|
1/5/2009
|
|
2,000
|
|
|
|
|
|
22.18
|
|
|
1/5/2019
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2009
|
|
11,000
|
|
|
|
|
|
18.38
|
|
|
12/20/2019
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2010
|
|
20,000
|
|
|
|
|
|
19.32
|
|
|
12/20/2020
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2011
|
|
20,000
|
|
|
|
|
|
20.50
|
|
|
12/20/2021
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/17/2012
|
|
22,500
|
|
|
7,500
|
|
(1)
|
|
32.22
|
|
|
12/17/2022
|
|
6,550
|
|
(5)
|
|
179,732
|
|
|
|
|
|
|||
|
|
12/20/2013
|
|
16,500
|
|
|
16,500
|
|
(2)
|
|
35.16
|
|
|
12/20/2023
|
|
12,506
|
|
(6)
|
|
343,165
|
|
|
|
|
|
|||
|
|
12/19/2014
|
|
8,500
|
|
|
25,500
|
|
(3)
|
|
32.49
|
|
|
12/19/2024
|
|
19,489
|
|
(7)
|
|
534,778
|
|
|
|
|
|
|||
|
|
12/18/2015
|
|
|
|
|
34,658
|
|
(4)
|
|
32.85
|
|
|
12/18/2025
|
|
19,816
|
|
(8)
|
|
543,751
|
|
|
13,394
|
|
(9
|
)
|
367,531
|
|
(1)
|
100% of the options vest on December 17, 2016.
|
(2)
|
50% of the options vest on each of December 20, 2016 and 2017.
|
(3)
|
33.33% of the options vest on each of December 19, 2016, 2017, and 2018.
|
(4)
|
25% of the options vest on each of December 18, 2016, 2017, 2018, and 2019.
|
(5)
|
100% of the 2013 performance-based RSUs vest on December 17, 2016.
|
(6)
|
50% of the 2014 performance-based RSUs vest on each of December 20, 2016, and 2017.
|
(7)
|
33.33% of the 2015 performance-based RSUs vest on each of December 19, 2016, 2017, and 2018.
|
(8)
|
25% of the 2016 Ops PRSUs vest on each of December 18, 2016, 2017, 2018, and 2019.
|
(9)
|
67% and 33% of the 2016 TSR PRSUs with a 2-year performance period vest on October 31, 2017 and 2018, respectively. 100% of the 2016 TSR PRSUs with a 3-year performance period vest on October 31, 2018.
|
(10)
|
The options that are reflected in the table above as fully “exercisable” vested in equal installments on the first four anniversaries of the original grant date.
|
(11)
|
The market value was calculated based on the closing price of our common stock on the NYSE on
October 31, 2016
of
$27.44
per share.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares Acquired
on Exercise
(#)
|
|
Value Realized
on Exercise
($)(1)
|
|
Number of
Shares Acquired
on Vesting (#)(2)
|
|
Value Realized
on Vesting ($)(3)
|
||||
Robert I. Toll
|
|
—
|
|
|
—
|
|
|
158,110
|
|
|
5,229,984
|
|
Douglas C. Yearley, Jr.
|
|
—
|
|
|
—
|
|
|
107,404
|
|
|
3,555,206
|
|
Richard T. Hartman
|
|
18,310
|
|
|
225,762
|
|
|
22,532
|
|
|
813,972
|
|
Martin P. Connor
|
|
—
|
|
|
—
|
|
|
25,341
|
|
|
839,198
|
|
(1)
|
“Value Realized on Exercise” equals the difference between the closing price of our common stock on the NYSE on the various dates of exercise and the exercise price, multiplied by the number of shares of our common stock acquired upon exercise of the stock options.
|
(2)
|
"Number of Shares Acquired on Vesting" includes (a) the portion of the 2012 Ops PRSUs for these NEOs that vested and delivered on December 20, 2015, (b) the portion of the 2013 Ops PRSUs for these NEOs that vested on December 17, 2015 but will not be delivered until December 17, 2016, (c) the portion of the 2014 Ops PRSUs for these NEOs that vested on December 20, 2015 but will not be delivered until December 20, 2017, and (d) the portion of 2015 Ops PRSUs for these NEOs that vested on December 19, 2015 but will not be delivered until December 19, 2018.
|
(3)
|
“Value Realized on Vesting” is based on the number of shares of our common stock underlying the RSUs that vested during fiscal 2016 multiplied by the closing price of our common stock on the NYSE on the vesting date.
|
Name
|
|
Plan Name(1)
|
|
Number of Years
of Credited
Services (#)(1)
|
|
Present Value of
Accumulated
Benefit ($)(2)
|
|
Payments During
Last Fiscal Year ($)
|
|||
Robert I. Toll
|
|
SERP
|
|
20.0
|
|
|
9,547,057
|
|
|
—
|
|
Douglas C. Yearley, Jr.
|
|
SERP
|
|
20.0
|
|
|
2,612,009
|
|
|
—
|
|
Richard T. Hartman
|
|
SERP
|
|
20.0
|
|
|
2,068,099
|
|
|
—
|
|
Martin P. Connor
|
|
SERP
|
|
7.8
|
|
|
1,683,841
|
|
|
—
|
|
(1)
|
In order to be vested in benefits under the SERP, participants generally must have reached age 62, except participants will be vested in SERP benefits in the event of death or disability prior to age 62 after five years of service.
|
(2)
|
For a description of the assumptions used in the calculation of the present value of plan benefits, see Note 12, “Employee Retirement and Deferred Compensation Plans” in the notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended
October 31, 2016
. The change in the actuarial present value of accumulated benefits under the SERP reflected in the Summary Compensation Table on page 50 is due to a change in the discount rate used for actuarial purposes and the passage of time. We use the Citigroup yield curve as our discount rate for calculating the actuarial present value of accumulated SERP benefits. This rate was
3.53%
for fiscal
2014
,
3.54%
for fiscal
2015
, and
2.98%
for fiscal
2016
. When the discount rate decreases, as it did in fiscal 2016 and fiscal 2014, the actuarial present value of accumulated SERP benefits increases. When the discount rate increases, as it did in fiscal 2015, the actuarial present value of accumulated SERP benefits decreases.
|
Participant
|
|
Annual Benefit
Amount at October 31, 2016 |
||
Robert I. Toll
|
|
$
|
650,000
|
|
Douglas C. Yearley, Jr.
|
|
$
|
200,000
|
|
Richard T. Hartman
|
|
$
|
145,000
|
|
Martin P. Connor
|
|
$
|
145,000
|
|
Name
|
Plan
|
|
Executive
Contributions
in Last
FY ($)
|
|
Registrant
Contributions
in Last
FY ($)(1)
|
|
Aggregate
Earnings
in Last
FY ($)(2)
|
|
Aggregate
Withdrawals/
Distributions ($)
|
|
Aggregate
Balance at
Last
FYE ($)(3)
|
|||||
Robert I. Toll
|
SIP
|
|
—
|
|
|
5,229,984
|
|
|
(1,476,942
|
)
|
|
—
|
|
|
5,670,778
|
|
Douglas C. Yearley, Jr.
|
SIP
|
|
—
|
|
|
3,555,206
|
|
|
(1,104,928
|
)
|
|
—
|
|
|
4,242,416
|
|
Richard T. Hartman
|
SIP
|
|
—
|
|
|
813,972
|
|
|
(331,470
|
)
|
|
—
|
|
|
1,272,695
|
|
|
DCP
|
|
292,000
|
|
|
—
|
|
|
142,636
|
|
|
—
|
|
|
3,174,331
|
|
Martin P. Connor
|
SIP
|
|
—
|
|
|
839,198
|
|
|
(276,227
|
)
|
|
—
|
|
|
1,060,583
|
|
|
DCP
|
|
19,404
|
|
|
—
|
|
|
1,012
|
|
|
—
|
|
|
36,000
|
|
(1)
|
"Registrant Contributions in Last FY" column represents the value of (a) the portion of the 2012 performance-based RSUs for these NEOs that vested and were paid on December 20, 2015, (b) the portion of the 2013 performance-based RSUs for these NEOs that vested on December 17, 2015 but will not be delivered until December 17, 2016, (c) the portion of 2014 performance-based RSUs for these NEOs that vested on December 20, 2015 but will not delivered until December 20, 2017, and (d) the portion of 2015 performance-based RSUs for these NEOs that vested on December 19, 2015 but will not delivered until December 19, 2018, in each case based on the closing price of our common stock on the applicable vesting date.
|
(2)
|
“Aggregate Earnings in Last FY” column includes unrealized earnings/(losses) on the 2013 performance-based RSUs, the 2014 performance-based RSUs, and the 2015 performance-based RSUs for these NEOs that have vested but will not be delivered until December 17, 2016, December 20, 2017, and December 19, 2018, respectively.
|
(3)
|
“Aggregate Balance at Last FYE” column includes the value, based on the closing price of our common stock on
October 31, 2016
, of the 2013 performance-based RSUs, 2014 performance-based RSUs, and 2015 performance-based RSUs for these NEOs that have vested but will not be delivered until December 17, 2016, December 20, 2017, and December 19, 2018, respectively. The grant date fair value of these awards was reported in the "Stock Awards" column of the Summary Compensation Table in the fiscal year granted.
|
|
|
Termination of Employment ($)
|
|||||||||||||||||||
Payments and Benefits
|
|
Voluntary(1)
|
|
Normal
Retirement
|
|
Involuntary
Not for
Cause
|
|
Involuntary
For
Cause
|
|
Death
|
|
Disability
|
|
Change of
Control(2)
|
|||||||
Accelerated vesting of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Performance-based RSUs (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,992,751
|
|
|
7,992,751
|
|
|
7,992,751
|
|
Payment of SERP benefits (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total:
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,992,751
|
|
|
7,992,751
|
|
|
7,992,751
|
|
(1)
|
For purposes of this table, “Voluntary” means a termination of employment that is not in accordance with our normal retirement policy, which includes an agreement not to compete with the Company.
|
(2)
|
As of
October 31, 2016
, the closing price per share of our common stock on the NYSE was of
$27.44
, which was below the exercise price for Mr. Toll's unvested options. Accordingly, had a change in control occurred on
October 31, 2016
, Mr. Toll's unvested options would have had no value.
|
(3)
|
See footnotes 5, 6, 7, 8, and 9 to the Outstanding Equity Awards at
October 31, 2016
table in this proxy statement. Had Mr. Toll terminated his employment at
October 31, 2016
, the value of his shares subject to performance-based RSUs, based upon the closing price of our common stock on the NYSE on
October 31, 2016
of
$27.44
, would have been
$7,992,751
.
|
(4)
|
The amount of Mr. Toll’s SERP benefits, in which he has already fully vested as described above, would be paid in bi-weekly installments over a 20-year period, except in the event of a change of control. Upon a change of control, the amount of the benefit shown would be paid in a single lump sum, equal to the actuarial equivalent present value of Mr. Toll’s SERP benefits as of the date of payment, unless prohibited by applicable tax regulations (see “Pension Benefits During Fiscal 2016”).
|
|
|
Termination of Employment ($)
|
|||||||||||||||||||
Payments and Benefits
|
|
Voluntary(1)
|
|
Normal
Retirement
|
|
Involuntary
Not for
Cause
|
|
Involuntary
For
Cause
|
|
Death
|
|
Disability
|
|
Change of
Control(2)
|
|||||||
Accelerated vesting of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Performance-based RSUs (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,906,918
|
|
|
7,906,918
|
|
|
7,906,918
|
|
Payment of SERP benefits (4)
|
|
—
|
|
|
—
|
|
|
4,000,000
|
|
|
—
|
|
|
4,000,000
|
|
|
4,000,000
|
|
|
4,000,000
|
|
Total:
|
|
—
|
|
|
—
|
|
|
4,000,000
|
|
|
—
|
|
|
11,906,918
|
|
|
11,906,918
|
|
|
11,906,918
|
|
(1)
|
For purposes of this table, “Voluntary” means a termination of employment that is not in accordance with our normal retirement policy, which includes an agreement not to compete with the Company.
|
(2)
|
As of
October 31, 2016
, the closing price per share of our common stock on the NYSE was of
$27.44
, which was below the exercise price for Mr. Yearley's unvested options. Accordingly, had a change in control occurred on
October 31, 2016
, Mr. Yearley's unvested options would have had no value.
|
(3)
|
See footnotes 5, 6, 7, 8, and 9 to the Outstanding Equity Awards at
October 31, 2016
table in this proxy statement. Had Mr. Yearley terminated his employment at
October 31, 2016
, the value of his shares subject to performance-based RSUs, based upon the closing price of our common stock on the NYSE on
October 31, 2016
of
$27.44
, would have been
$7,906,918
.
|
(4)
|
The amount of the benefit shown would be paid in bi-weekly installments over a 20-year period, except in the event of a change of control. Upon a change of control, the amount of the benefit shown would be paid in a single lump sum, equal to the actuarial equivalent present value of Mr. Yearley’s benefits as of the date of payment, unless prohibited by applicable tax regulations (see “Pension Benefits During Fiscal 2016”).
|
|
|
Termination of Employment ($)
|
|||||||||||||||||||
Payments and Benefits
|
|
Voluntary(1)
|
|
Normal
Retirement
|
|
Involuntary
Not for
Cause
|
|
Involuntary
For
Cause
|
|
Death
|
|
Disability
|
|
Change of
Control(2)
|
|||||||
Accelerated vesting of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Performance-based RSUs (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,377,264
|
|
|
2,377,264
|
|
|
2,377,264
|
|
Payment of SERP benefits (4)
|
|
—
|
|
|
—
|
|
|
2,900,000
|
|
|
—
|
|
|
2,900,000
|
|
|
2,900,000
|
|
|
2,900,000
|
|
Total:
|
|
—
|
|
|
—
|
|
|
2,900,000
|
|
|
—
|
|
|
5,277,264
|
|
|
5,277,264
|
|
|
5,277,264
|
|
(1)
|
For purposes of this table, “Voluntary” means a termination of employment that is not in accordance with our normal retirement policy, which includes an agreement not to compete with the Company.
|
(2)
|
As of
October 31, 2016
, the closing price per share of our common stock on the NYSE was of
$27.44
, which was below the exercise price for Mr. Hartman's unvested options. Accordingly, had a change in control occurred on
October 31, 2016
, Mr. Hartman's unvested options would have had no value.
|
(3)
|
See footnotes 5, 6, 7, 8, and 9 to the Outstanding Equity Awards at
October 31, 2016
table in this proxy statement. Had Mr. Hartman terminated his employment at
October 31, 2016
, the value of his shares subject to RSUs, based upon the closing price of our common stock on the NYSE on
October 31, 2016
of
$27.44
, would have been
$2,377,264
.
|
(4)
|
The amount of the benefit shown would be paid in bi-weekly installments over a 20-year period, except in the event of a change of control. Upon a change of control, the amount of the benefit shown would be paid in a single lump sum, equal to the actuarial equivalent present value of Mr. Hartman’s benefits as of the date of payment, unless prohibited by applicable tax regulations (see “Pension Benefits During Fiscal 2016”).
|
|
|
Termination of Employment ($)
|
|||||||||||||||||||
Payments and Benefits
|
|
Voluntary(1)
|
|
Normal
Retirement
|
|
Involuntary
Not for
Cause
|
|
Involuntary
For
Cause
|
|
Death
|
|
Disability
|
|
Change of
Control(2)
|
|||||||
Accelerated vesting of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Performance-based RSUs (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,968,957
|
|
|
1,968,957
|
|
|
1,968,957
|
|
Payment of SERP benefits (4)
|
|
—
|
|
|
—
|
|
|
2,900,000
|
|
|
—
|
|
|
2,900,000
|
|
|
2,900,000
|
|
|
2,900,000
|
|
Total:
|
|
—
|
|
|
—
|
|
|
2,900,000
|
|
|
—
|
|
|
4,868,957
|
|
|
4,868,957
|
|
|
4,868,957
|
|
(1)
|
For purposes of this table, “Voluntary” means a termination of employment that is not in accordance with our normal retirement policy, which includes an agreement not to compete with the Company.
|
(2)
|
As of
October 31, 2016
, the closing price per share of our common stock on the NYSE was of
$27.44
, which was below the exercise price for Mr. Connor's unvested options. Accordingly, had a change in control occurred on
October 31, 2016
, Mr. Connor's unvested options would have had no value.
|
(3)
|
See footnotes 5, 6, 7, 8, and 9 to the Outstanding Equity Awards at
October 31, 2016
table in this proxy statement. Had Mr. Connor terminated his employment at
October 31, 2016
, the value of his shares subject to performance-based RSUs, based upon the closing price of our common stock on the NYSE on
October 31, 2016
of
$27.44
, would have been
$1,968,957
.
|
(4)
|
The amount of the benefit shown would be paid in bi-weekly installments over a 20-year period, except in the event of a change of control. Upon a change of control, the amount of the benefit shown would be paid in a single lump sum, equal to the actuarial equivalent present value of Mr. Connor’s benefits as of the date of payment, unless prohibited by applicable tax regulations (see “Pension Benefits During Fiscal 2016”).
|
•
|
the extent of the related person’s interest in the transaction;
|
•
|
if applicable, the availability of other sources of comparable products or services;
|
•
|
whether the terms of the related person transaction are no less favorable than terms generally available in unaffiliated transactions under like circumstances;
|
•
|
the benefit to us and whether there are business reasons for us to enter into the transaction;
|
•
|
the aggregate value of the transaction; and
|
•
|
any other factors the Governance Committee deems relevant.
|
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