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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tumi Holdings, Inc. (delisted) | NYSE:TUMI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 26.74 | 0 | 01:00:00 |
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
04-3799139
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1001 Durham Ave., South Plainfield, NJ
|
|
07080
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 Par Value
|
|
New York Stock Exchange
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
Class
|
|
February 25, 2016
|
Common Stock, $0.01 Par Value
|
|
67,394,756 shares
|
PART III.
|
|
PART IV.
|
|
Name
|
|
Age
|
|
Position(s)
|
|
Jerome S. Griffith
|
|
58
|
|
|
Chief Executive Officer and President, and Director
|
Michael J. Mardy
|
|
67
|
|
|
Chief Financial Officer and Executive Vice President, and Director
|
Peter L. Gray
|
|
48
|
|
|
Executive Vice President, General Counsel and Secretary
|
Steven M. Hurwitz
|
|
59
|
|
|
Senior Vice President—Product Development, Manufacturing and Sourcing
|
David J. Riley
|
|
45
|
|
|
Chief Accounting Officer and Senior Vice President, Finance
|
Claire M. Bennett
|
|
50
|
|
|
Director
|
Christopher J.L. Fielding
|
|
34
|
|
|
Director
|
Joseph R. Gromek
|
|
69
|
|
|
Non-Executive Chairman of the Board
|
Thomas H. Johnson
|
|
66
|
|
|
Director
|
Alexander W. Smith
|
|
63
|
|
|
Director
|
|
•
|
Net sales increased 4% to $548 million in 2015 (or 7% to $563 million on a constant currency basis*) from $527 million in 2014.
|
|
•
|
Gross profit increased 7% to $327 million in 2015 from $306 million in 2014.
|
|
•
|
Operating income increased 4% to $96.9 million in 2015 (or 8% to $101 million on a constant currency basis*) from $93.4 million in 2014.
|
|
•
|
Continued to expand our global presence.
|
|
•
|
Broadened our product base with women’s and accessories, out fastest growing segments.
|
|
•
|
Redesigned and launched our new website, www.tumi.com.
|
|
•
|
Bolstered our standing as a global premium travel lifestyle brand.
|
|
•
|
Demonstrated broad-based growth, stemming from our industry-leading product innovation, impactful marketing programs, channel penetration, and growth in existing and new markets.
|
|
•
|
Stockholder alignment was supported and motivated by Tumi's strong equity mix in the compensation of the CEO and other Tumi executives.
|
|
•
|
Tumi's CEO alignment with stockholders is reinforced by the CEO's stock ownership levels, as shown on the Beneficial Ownership table included in this Proxy Statement, and pay mix, depicted below, through which 62.5% is performance-based and 50% is equity-based.
|
|
•
|
Tumi's 2015 total shareholder return ("TSR") (-29.9%) is closely aligned with the median TSR of Tumi’s peers
(-30.3%). As illustrated in the graph below, Tumi’s 2015 TSR is highly correlated with its peers, which suggests the macroeconomic factors impacting Tumi’s performance in 2015 had a similar impact on our peers.
|
|
•
|
Over a three-year period, Tumi’s TSR (-7.3%), is also closely aligned with the median of Tumi’s peers (-8.0%) measured over the same period.
|
|
•
|
Tumi set challenging annual incentive goals in 2015. Despite achieving record profit levels, the annual cash bonus paid out at 49% of target.
|
|
•
|
Tumi's commitment to pay for performance alignment begins with the CEO, whose 2015 target total direct compensation included 62.5% pay at risk. Other than salary and time-based restricted stock units (RSUs), all other 2015 compensation components were at risk: annual cash bonus, stock options, and performance-based restricted stock units (PRSUs).
|
|
•
|
The 2015 total compensation for the other named executive officers covered in this document also has a strong emphasis on equity:
|
Type of Compensation
|
% of Target Compensation
|
Base Salary
|
45% to 49%
|
Annual Cash Bonus
|
19% to 23%
|
Stock Options
|
15% to 17%
|
Performance-based RSUs
|
7% to 8%
|
Time-based RSUs
|
7% to 8%
|
|
•
|
At its annual meeting held in May 2015 (the "2015 Annual Meeting") 98% of the shares present and voting approved the compensation of the named executive officers on an advisory basis, known as “say on pay.”
|
|
•
|
Jerome S. Griffith, Chief Executive Officer and President;
|
|
•
|
Michael J. Mardy, Chief Financial Officer and Executive Vice President;
|
|
•
|
Steven M. Hurwitz, Senior Vice President—Product Development, Manufacturing and Sourcing;
|
|
•
|
Peter L. Gray, Executive Vice President, General Counsel and Secretary;
|
|
•
|
Adam Levy, Former President, Retail; and
|
|
•
|
David J. Riley, Senior Vice President, Finance and Chief Accounting Officer
|
|
•
|
Reviewed executive pay benchmarking against peer group, where data was available, and retail industry for each of the named executive officers and concluded that compensation approximated the median for the group as a whole.
|
|
|
•
|
Established and reviewed peer group incentive design characteristics.
|
|
|
•
|
The 2015 bonus plan, consistent with the design implemented in 2014, was based on pre-established financial metrics, namely operating income and net revenue growth, with specific threshold, target, and stretch goals established for each metric.
|
|
|
•
|
The 2015 long-term incentive vehicles were stock options, performance-based restricted stock units and, as a new feature for 2015, time-based restricted stock units. The performance-based restricted stock unit design, as discussed below, measures a pre-established metric over a multi-year period against specific threshold, target, and stretch goals.
|
|
|
•
|
Both the bonus plan and long-term incentives were designed and established to align stockholders’ and management’s interest, and to provide retentive value.
|
|
|
•
|
Modified employment and change in control agreements. Key changes made include:
|
|
|
|
○
|
Removing the 280G gross-up provision from the Chief Executive Officer's employment agreement.
|
|
|
○
|
Enhancing severance provisions for the named executive officers, in line with market practices, in the event of termination before and after a change in control.
|
|
•
|
Adopted stock ownership guidelines including:
|
|
|
|
○
|
Six times base salary for Chief Executive Officer
|
|
|
○
|
Three times base salary for Chief Financial Officer
|
|
|
○
|
One and one half times base salary for other executive officers, including the named executive officers
|
|
|
○
|
Three times annual cash retainer for non-employee members of the Board of Directors
|
|
|
What We Do
|
|
|
|
|
|
We pay for performance
|
|
|
We consider peer groups in establishing compensation
|
|
|
We schedule and price stock option and restricted stock unit grants to promote transparency and consistency
|
|
|
We have double-trigger equity vesting in the event of a change in control
|
|
|
We have a conservative compensation risk profile
|
|
|
We retain an independent compensation consultant
|
|
|
What We Don’t Do
|
|
|
|
|
|
We do not pay dividend equivalents on stock options or performance shares
|
|
|
We do not allow share recycling
|
|
|
We do not allow repricing underwater stock options (including cash outs)
|
|
|
We do not allow hedging, pledging or short sales of Company stock
|
|
|
We do not allow our shares to be held in margin accounts
|
|
|
We do not pay tax gross-ups
|
|
•
|
Attract and retain executive officers who contribute to our success;
|
|
•
|
Align compensation with our business mission, strategy and goals;
|
|
•
|
Align the interests of our executive officers with the interests of our stockholders; and
|
|
•
|
Motivate and reward high levels of performance.
|
Pay Element
|
What the Pay Element Rewards
|
Purpose of the Pay Element
|
Base Salary
|
Core responsibilities, years of service with the Company and experience in similar positions at other companies
|
Provide a regular and stable source of income to named executive officers
|
Annual Cash Bonus
|
The Company achieving specific corporate business objectives over which the named executive officers have reasonable control or influence
|
Focus named executive officers on specific annual goals that contribute to the Company's long-term success
Provide annual performance-based cash compensation
Align participants on important annual performance metrics
|
Long-term Incentive Compensation
|
Focusing on long-term corporate business objectives
Focusing on driving long-term stockholder value
Continuing employment with the Company during the vesting period
|
More closely align named executive officers' interests with stockholders' interests
Reward named executive officers for building stockholder value
Encourage long-term investment in the Company and strategy development by the named executive officers
Retain named executive officers
|
Other Benefits
|
In the case of health and welfare benefits that are offered to all full-time employees, providing support to named executive officers and their families throughout various stages of their careers with the Company
Core responsibilities, years of service with the Company and experience in similar positions at other companies
|
Attract and retain named executive officers with appropriate health and welfare benefits
Limited perquisites to convey additional value in connection with performing job duties
|
Name
|
2014 Base Salary
|
2015 Base Salary
|
Jerome S. Griffith
|
$885,000
|
$885,000
|
Michael J. Mardy
|
$473,800
|
$488,014
|
Steven M. Hurwitz
|
$448,050
|
$461,491
|
Peter L. Gray
|
$402,000
|
$414,060
|
Adam Levy(1)
|
$427,450
|
$440,273
|
David J. Riley
|
$280,000
|
$288,400
|
Name
|
Target Cash Bonus for 2015
|
Actual Bonus Earned in 2015
|
Actual Bonus Earned as % of Target
|
Jerome S. Griffith
|
$885,000
|
$433,791
|
49%
|
Michael J. Mardy
|
$244,007
|
$119,602
|
49%
|
Steven M. Hurwitz
|
$207,671
|
$101,792
|
49%
|
Peter L. Gray
|
$186,327
|
$91,330
|
49%
|
Adam Levy(1)
|
$198,123
|
—
|
—%
|
David J. Riley
|
$115,360
|
$56,545
|
49%
|
(1)
|
Mr. Levy resigned from the Company, effective September 3, 2015, and was ineligible to receive a bonus payment.
|
|
•
|
Company and individual performance;
|
|
•
|
the executive officer’s current and expected future contributions to the Company;
|
|
•
|
the effect of a potential award on total compensation and pay philosophy; and
|
|
•
|
internal pay equity relationships.
|
Name
|
Number of Shares Underlying Stock Options
|
Jerome S. Griffith
|
87,106
|
Michael J. Mardy
|
17,224
|
Steven M. Hurwitz
|
13,779
|
Peter L. Gray
|
13,779
|
Adam Levy(1)
|
13,779
|
David J. Riley
|
9,842
|
(1)
|
Award forfeited upon Mr. Levy’s resignation.
|
Name
|
Number of RSUs
|
Jerome S. Griffith
|
19,032
|
Michael J. Mardy
|
3,763
|
Steven M. Hurwitz
|
3,010
|
Peter L. Gray
|
3,010
|
Adam Levy(1)
|
3,010
|
David J. Riley
|
2,150
|
(1)
|
Award forfeited upon Mr. Levy’s resignation.
|
Name
|
Threshold
|
Target
|
Maximum
|
Jerome S. Griffith
|
9,516
|
19,032
|
38,064
|
Michael J. Mardy
|
1,882
|
3,763
|
7,526
|
Steven M. Hurwitz
|
1,505
|
3,010
|
6,020
|
Peter L. Gray
|
1,505
|
3,010
|
6,020
|
Adam Levy(1)
|
1,505
|
3,010
|
6,020
|
David J. Riley
|
1,075
|
2,150
|
4,300
|
(1)
|
Award forfeited upon Mr. Levy’s resignation.
|
|
•
|
Competitive market data and advice related to the Chief Executive Officer’s compensation level and incentive program;
|
|
•
|
A review of Company compensation levels, annual and long-term incentive program design (including performance objectives); and
|
|
•
|
Information on executive compensation philosophy considerations.
|
|
•
|
Chico's FAS, Inc.
|
|
•
|
Francesca’s Holdings Corporation
|
|
•
|
G-III Apparel Group, Ltd.
|
|
•
|
Iconix Brand Group, Inc.
|
|
•
|
Kate Spade & Company
|
|
•
|
Movado Group, Inc.
|
|
•
|
Oxford Industries, Inc.
|
|
•
|
Perry Ellis International, Inc.
|
|
•
|
Restoration Hardware Holdings, Inc.
|
|
•
|
Tilly’s, Inc.
|
|
•
|
Vera Bradley, Inc.
|
|
•
|
Vince Holding Corp.
|
|
•
|
Vitamin Shoppe, Inc.
|
|
•
|
Zumiez Inc.
|
2015 SUMMARY COMPENSATION TABLE
|
||||||||||||||||||
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($)(1)(2)
|
|
Option Awards ($)(1)(3)
|
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
|
Nonqualified Deferred Compensation Earnings ($)
|
|
All Other
Compensation
($)(5)
|
|
Total ($)
|
Jerome S. Griffith
Chief Executive Officer and President
|
|
2015
2014
2013 |
|
885,000
885,000
868,800
|
|
-
- - |
|
885,000
600,000 - |
|
885,000
600,000 500,000 |
|
433,791
282,114
331,875
|
|
-
- - |
|
32,116
22,400
22,200
|
|
3,120,907
2,389,514
1,722,875
|
Michael J. Mardy
Chief Financial Officer and Executive Vice President
|
|
2015
2014 2013 |
|
480,907
466,900
450,000
|
|
-
- - |
|
175,000
175,000 - |
|
175,000
175,000
500,000
|
|
119,602
100,690
172,500
|
|
-
- - |
|
22,017
20,921
20,136
|
|
972,526
938,511
1,142,636
|
Steven M. Hurwitz
Senior Vice President—Product Development, Manufacturing and Sourcing
|
|
2015
2014
2013 |
|
454,771
441,525
427,500
|
|
-
- - |
|
140,000
140,000 - |
|
140,000
140,000
400,000
|
|
101,792
85,696
146,813
|
|
-
- - |
|
20,871
20,081
19,501
|
|
857,434
827,302
993,814
|
Peter L. Gray(6)
Executive Vice President and General Counsel
|
|
2015
2014
2013 |
|
408,030
396,000
29,918
|
|
-
- - |
|
140,000
140,000 - |
|
140,000
140,000
500,000
|
|
91,330
76,888
-
|
|
-
- - |
|
23,001
21,995
-
|
|
802,361
774,883
529,918
|
Adam Levy(7)
Former President, Retail |
|
2015
2014 2013 |
|
305,166
421,225
407,500
|
|
-
- - |
|
140,000
140,000 - |
|
140,000
140,000
400,000
|
|
-
81,756
140,063
|
|
-
- - |
|
17,006
19,766
19,346
|
|
602,172
802,747
966,909
|
David J. Riley(8)
Chief Accounting Officer and Senior Vice President—Finance
|
|
2015
|
|
284,200
|
|
-
|
|
100,000
|
|
100,000
|
|
56,545
|
|
-
|
|
16,960
|
|
557,705
|
(1)
|
The amounts shown in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of awards computed in accordance with ASC 718, not the actual amounts that might be paid to or realized by the named executed officers. ASC 718 fair value amount as of the grant date for performance-based restricted stock units, restricted stock units and stock options generally is spread over the number of months of service required for the grant to vest. For information regarding the assumption used in determining the fair value of an award, please refer to Note 16 to Consolidated Financial Statements contained in our Annual Report on Form 10-K for fiscal 2015. An explanation of the vesting of options awards, restricted stock units and performance-based restricted stock units is discussed in the footnotes to the “Grants of Plan-Based Awards for Fiscal 2015” and “Outstanding Equity Awards at 2015 Fiscal Year End” tables below.
|
(2)
|
Reflects the aggregate grant date fair value of awards computed in accordance with ASC 718 for restricted stock unit awards and performance-based restricted stock unit awards granted to the named executive officers. The fair value of these awards is based on the closing price of our common stock on the grant date and for the performance-based restricted stock unit awards is calculated at the target share payout level as of the grant date (March 3, 2015). The maximum grant date potential values for the 2015 performance-based restricted stock awards for Messrs. Griffith, Mardy, Hurwitz, Gray, Levy and Riley were $885,000, $175,000, $140,000, $140,000, $140,000 and $100,000, respectively.
|
(3)
|
The fair value of each stock option award is estimated as of the date of grant using a Black-Scholes valuation model. Additional information regarding the assumptions used to estimate the fair value of all stock option awards is included in Note 16 to Consolidated Financial Statements contained in our Annual Report on Form 10-K for fiscal 2015.
|
(4)
|
Represents the amount paid under our performance-based annual cash bonus program. See “Determining the Amount of Each Component of Compensation-Annual cash bonus” above for more details.
|
(5)
|
All other compensation in 2015 consisted of: (a) a car allowance for the following individuals in the following amounts: Mr. Griffith-$12,000, Mr. Mardy-$9,000, Mr. Hurwitz-$9,000, Mr. Gray-$12,000, Mr. Levy-$6,000 and Mr. Riley-$6,000; (b) life insurance premiums paid on behalf of the following individuals in the following amounts: Mr. Griffith-$0, Mr. Mardy-$2,417, Mr. Hurwitz-$1,271, Mr. Gray-$401, Mr. Levy-$406 and Mr. Riley-$360; (c) 401(k) employer matching contributions for the following individuals in the following amounts: Mr. Griffith-$10,600, Mr. Mardy-$10,600,
|
(6)
|
Mr. Gray joined the Company in December 2013.
|
(7)
|
Mr. Levy resigned from the Company in September 2015.
|
(8)
|
Mr. Riley became an executive officer of the Company in February 2015.
|
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2015
|
|||||||||||||||||||||||||||
Name
|
Grant Date
|
Committee/Board Approval Date
|
Estimated Future Payouts Under
Non-Equity
Incentive Plan Awards(1)
|
|
Estimated Future Payouts Under
Equity
Incentive Plan Awards(2)
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(3)
|
All Other Option Awards: Number of Securities Underlying Options (#)(4)
|
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards($)(5)
|
||||||||||||||||||
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target (#)
|
|
Maximum (#)
|
|||||||||||||||||
Jerome S. Griffith
|
(6)
|
(7)
|
442,500
|
|
|
885,000
|
|
|
1,770,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
9,516
|
|
|
19,032
|
|
|
38,064
|
|
|
|
|
442,500
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
19,032
|
|
|
|
442,500
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
87,106
|
|
23.25
|
|
885,000
|
|
||||||||||
Michael J. Mardy
|
(6)
|
(7)
|
122,004
|
|
|
244,007
|
|
|
488,014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
1,882
|
|
|
3,763
|
|
|
7,526
|
|
|
|
|
87,500
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
3,763
|
|
|
|
87,500
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
17,224
|
|
23.25
|
|
175,000
|
|
||||||||||
Steven M. Hurwitz
|
(6)
|
(7)
|
103,835
|
|
|
207,671
|
|
|
415,342
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
1,505
|
|
|
3,010
|
|
|
6,020
|
|
|
|
|
70,000
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
3,010
|
|
|
|
70,000
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
13,779
|
|
23.25
|
|
140,000
|
|
||||||||||
Peter L. Gray
|
(6)
|
(7)
|
93,164
|
|
|
186,327
|
|
|
372,654
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
1,505
|
|
|
3,010
|
|
|
6,020
|
|
|
|
|
70,000
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
3,010
|
|
|
|
70,000
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
13,779
|
|
23.25
|
|
140,000
|
|
||||||||||
Adam Levy
|
(6)
|
(7)
|
99,061
|
|
|
198,123
|
|
|
396,246
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
1,505
|
|
|
3,010
|
|
|
6,020
|
|
|
|
|
70,000
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
3,010
|
|
|
|
70,000
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
13,779
|
|
23.25
|
|
140,000
|
|
||||||||||
David J. Riley
|
(6)
|
(7)
|
57,680
|
|
|
115,360
|
|
|
230,720
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
1,075
|
|
|
2,150
|
|
|
4,300
|
|
|
|
|
50,000
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
2,150
|
|
|
|
50,000
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
9,842
|
|
23.25
|
|
100,000
|
|
(1)
|
Awards made under the Company’s performance-based cash bonus program. Actual amounts earned under the program are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
|
(2)
|
The amounts shown reflect number of PRSUs which may vest based on the satisfaction of performance criteria established by the Compensation Committee and Board of Directors. The threshold achievement represents 50% of target and maximum achievement represents 200% of target. Performance below the threshold level results in the PRSUs expiring with no vesting. The PRSUs vest, at target level, under certain circumstances. See “Potential Payments Upon Termination or Change in Control” below. See “Compensation Discussion and Analysis” for further discussion of the PRSUs and performance criteria.
|
(3)
|
Restricted stock unit awards vest in three equal annual installments on each of the first three anniversaries of the date of grant, provided that the recipient remains employed by the Company or one of its subsidiaries on each such date. The vesting of the restricted stock units is accelerated under certain circumstances. See “Potential Payments Upon Termination or Change-in-Control.”
|
(4)
|
Stock option awards vest in three equal annual installments on each of the first three anniversaries of the date of grant, provided that the recipient remains employed by the Company or one of its subsidiaries on each such date. The vesting and exercisability of the options is accelerated under certain circumstances. See “Potential Payments Upon Termination or Change in Control.”
|
(5)
|
The grant date fair value of “All Other Option Awards” is computed based on a value per share of $10.16 on March 3, 2015, computed in accordance with ASC 718.
|
(6)
|
The grant date for all equity awards was March 3, 2015.
|
(7)
|
The approval date for all equity awards, as well as the non-equity incentive plan awards (the annual performance-based cash bonus plan), was February 20, 2015.
|
Name
|
Title
|
Base Salary
|
Target Bonus Percentage
|
Michael J. Mardy
|
Chief Financial Officer and Executive Vice President
|
$488,014
|
50%
|
Steven M. Hurwitz
|
Senior Vice President, Product Development, Manufacturing and Sourcing
|
$461,491
|
45%
|
Peter L. Gray
|
Executive Vice President and General Counsel
|
$414,060
|
45%
|
Adam Levy(1)
|
President, Retail
|
$440,273
|
45%
|
David J. Riley
|
Chief Accounting Officer and Senior Vice President, Finance
|
$288,400
|
40%
|
OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR END
|
|||||||||||||||||||||
Name
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||||||
Jerome S. Griffith
|
22,002
|
|
|
33,004(2)
|
|
|
20.45
|
|
|
1/4/2023
|
|
19,032
|
|
|
316,502
|
|
|
13,072(5)
|
|
217,387
|
|
19,389
|
|
|
38,779(3)
|
|
|
22.95
|
|
|
3/4/2024
|
|
|
|
|
|
9,516(6)
|
|
158,251
|
|
|||
—
|
|
|
87,106(4)
|
|
|
23.25
|
|
|
3/3/2025
|
|
|
|
|
|
|
|
|
||||
Michael J. Mardy
|
22,002
|
|
|
33,004(2)
|
|
|
20.45
|
|
|
1/4/2023
|
|
3,763
|
|
|
62,579
|
|
|
3,813(5)
|
|
63,410
|
|
5,655
|
|
|
11,310(3)
|
|
|
22.95
|
|
|
3/4/2024
|
|
|
|
|
|
1,882(6)
|
|
31,289
|
|
|||
—
|
|
|
17,224(4)
|
|
|
23.25
|
|
|
3/3/2025
|
|
|
|
|
|
|
|
|
||||
Steven M. Hurwitz
|
17,601
|
|
|
26,403(2)
|
|
|
20.45
|
|
|
1/4/2023
|
|
3,010
|
|
|
50,056
|
|
|
3,050(5)
|
|
50,722
|
|
4,524
|
|
|
9,048(3)
|
|
|
22.95
|
|
|
3/4/2024
|
|
|
|
|
|
1,505(6)
|
|
25,028
|
|
|||
—
|
|
|
13,779(4)
|
|
|
23.25
|
|
|
3/3/2025
|
|
|
|
|
|
|
|
|
||||
Peter L. Gray
|
18,656
|
|
|
27,985(2)
|
|
|
23.54
|
|
|
12/4/2023
|
|
3,010
|
|
|
50,056
|
|
|
3,050(5)
|
|
50,722
|
|
4,524
|
|
|
9,048(3)
|
|
|
22.95
|
|
|
3/4/2024
|
|
|
|
|
|
1,505(6)
|
|
25,028
|
|
|||
—
|
|
|
13,779(4)
|
|
|
23.25
|
|
|
3/3/2025
|
|
|
|
|
|
|
|
|
||||
Adam Levy
|
17,601
|
|
|
—
|
|
|
20.45
|
|
|
9/3/2016
|
|
|
|
|
|
|
|
|
|||
4,524
|
|
|
—
|
|
|
22.95
|
|
|
9/3/2016
|
|
|
|
|
|
|
|
|
||||
David J. Riley
|
3,225
|
|
|
6,510(3)
|
|
|
23.40
|
|
|
8/12/2024
|
|
2,150
|
|
|
35,755
|
|
|
2,137(5)
|
|
35,538
|
|
—
|
|
|
9,842(4)
|
|
|
23.25
|
|
|
3/3/2025
|
|
|
|
|
|
1,075(6)
|
|
17,877
|
|
(1)
|
Restricted stock unit award vests in three equal annual installments on each of the first three anniversaries of the date of grant, March 3, 2015, provided that the recipient remains employed by the Company or one of its subsidiaries on each such date.
|
(2)
|
Stock option award vests in five equal annual installments on each of the first five anniversaries of the date of grant (January 4, 2013, other than for Mr. Gray, whose date of grant was December 4, 2013), provided that the recipient remains employed by the Company or one of its subsidiaries on each such date.
|
(3)
|
Stock option award vests in three equal annual installments on each of the first three anniversaries of the date of grant (March 4, 2014, other than for Mr. Riley, whose date of grant was August 12, 2014), provided that the recipient remains employed by the Company or one of its subsidiaries on each such date.
|
(4)
|
Stock option award vests in three equal annual installments on each of the first three anniversaries of the date of grant (March 3, 2015), provided that the recipient remains employed by the Company or one of its subsidiaries on each such date.
|
(5)
|
Represents potential vesting of threshold amount of PRSUs. The PRSUs will vest in March 2017 if the performance criteria are met.
|
(6)
|
Represents potential vesting of threshold amount of PRSUs. The PRSUs will vest in March 2018 if the performance criteria are met.
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
|
||||||||||||||||||||||||||||
|
|
Termination Without Cause and Without a Change in Control
|
|
Termination Without Cause or For Good Reason Within Two Years Following a Change in Control
|
||||||||||||||||||||||||
Name
|
|
Severance Pay ($)(1)(2)
|
|
Other Benefits ($)(3)
|
|
Total ($)
|
|
Severance Pay ($)(4)
|
|
Accelerated Vesting of Equity Awards ($)(5)
|
|
Other Benefits ($)(6)
|
|
Total ($)
|
||||||||||||||
Jerome S. Griffith
|
|
$
|
2,212,500
|
|
|
$
|
33,343
|
|
|
$
|
2,245,843
|
|
|
$
|
5,310,000
|
|
|
$
|
1,067,762
|
|
|
$
|
66,686
|
|
|
$
|
6,444,448
|
|
Michael J. Mardy(7)
|
|
732,021
|
|
|
14,777
|
|
|
746,798
|
|
|
1,464,042
|
|
|
251,961
|
|
|
29,554
|
|
|
1,745,557
|
|
|||||||
Steven M. Hurwitz
|
|
669,162
|
|
|
22,476
|
|
|
691,638
|
|
|
1,338,504
|
|
|
201,556
|
|
|
44,952
|
|
|
1,585,012
|
|
|||||||
Peter L. Gray
|
|
600,387
|
|
|
22,476
|
|
|
622,863
|
|
|
1,200,774
|
|
|
201,556
|
|
|
44,952
|
|
|
1,447,282
|
|
|||||||
Adam Levy
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
David J. Riley
|
|
403,760
|
|
|
22,476
|
|
|
426,236
|
|
|
807,520
|
|
|
142,569
|
|
|
44,952
|
|
|
995,041
|
|
(1)
|
With respect to Mr. Griffith, the amount of cash severance reported would also apply in the event of a termination of employment by the executive for “Good Reason.”
|
(2)
|
Severance Pay consists of 18 months of base salary and pro rata bonus for Mr. Griffith and 12 months of base salary and pro rata bonus for the other named executive officers. For purposes of this table, the target bonus is used.
|
(3)
|
The amounts reported are estimates based on approximate benefit cost for 2015 and represent the approximate cost of 12 monthly payments (18 monthly payments in the case of Mr. Griffith) in an amount equal to the applicable COBRA premium cost for the level of coverage each executive had as an active employee.
|
(4)
|
Severance Pay consists of 36 months of base salary and three times target bonus for Mr. Griffith and 24 months of base salary and two times target bonus for the other named executive officers.
|
(5)
|
Pursuant to the employment agreements with each of the named executive officers, in the event the employee’s employment or service is terminated by the Company without Cause or by the executive for Good Reason within 24 months after a Change of Control (as defined in the employment agreements), the vesting of all unvested stock options would accelerate and the vesting of all restricted stock units would accelerate, with any performance criteria being deemed to have been achieved at the target performance level. The values provided in this column are calculated by multiplying the number of restricted stock units by the closing price of our common stock on December 31, 2015 or, in the case of stock options, the excess of the closing price of our common stock on December 31, 2015 over the options’ exercise price, multiplied by the number of option shares. The closing price of the Company’s common stock on December 31, 2015 was $16.63.
|
(6)
|
The amounts reported are estimates based on approximate benefit cost for 2015 and represent the approximate cost of 24 monthly payments (36 monthly payments in the case of Mr. Griffith) in an amount equal to the applicable COBRA premium cost for the level of coverage each executive had as an active employee.
|
(7)
|
With respect to any employee who has attained the age of 55 and has been employed by the Company or one of its subsidiaries for at least 10 years, as set forth in the stock option and restricted stock unit agreements adopted for use with the 2012 Long-Term Incentive Plan, all unvested stock options vest upon retirement and a pro rata portion of the unvested PRSUs held by the employee as of the date of the employee's termination of service vest based on the actual Company performance as determined on or by the applicable vesting date. As of December 31, 2015, Mr. Mardy met the retirement criteria and assuming his retirement had occurred at December 31, 2015 and assuming target performance by the Company with respect to the PRSUs, Mr. Mardy would have been entitled to accelerated vesting PRSUs with an aggregate value of $105,395 and accelerated vesting of RSUs with an aggregate value of $62,579. At December 31, 2015, all stock options held by Mr. Mardy had exercise prices in excess of the closing price of the common stock on such date.
|
2015 DIRECTOR COMPENSATION
|
|||||||||||||
Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)(1)
|
Option Awards ($)(2)
|
Non-Equity Incentive Plan Compensation ($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
|
All Other Compensation ($)
|
Total ($)
|
||||||
Claire M. Bennett
|
50,000
|
80,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
130,000
|
|
Christopher J.L. Fielding
|
16,667(3)
|
—
|
|
—
|
|
—
|
|
—
|
|
68,480(4)
|
|
85,147
|
|
Joseph R. Gromek
|
85,000
|
80,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
165,000
|
|
Thomas H. Johnson
|
65,000
|
80,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
145,000
|
|
Alexander W. Smith
|
60,000
|
80,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
140,000
|
|
(1)
|
Amounts reflect the grant date fair value of the restricted stock units awarded in 2015 computed in accordance with FASB ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 16 to Consolidated Financial Statements contained in our Annual Report on Form 10-K for fiscal 2015. As of December 31, 2015, the aggregate number of restricted stock units ("RSUs") held by each director was: 3,414 RSUs for each of Ms. Bennett, Mr. Gromek, Mr. Johnson and Mr. Smith.
|
(2)
|
As of December 31, 2015, the aggregate number of outstanding option awards held by each director was: 6,020 for Ms. Bennett, 10,913 for Mr. Gromek, 10,913 for Mr. Johnson and 4,677 for Mr. Smith.
|
(3)
|
Fee paid in 2016, as described in “Cash compensation” above.
|
(4)
|
Restricted cash award made in 2016, as described in “Equity compensation” above.
|
Name of Beneficial Owner
|
|
Shares of Common Stock Beneficially Owned
|
||||
|
|
Number
|
|
Percent of Common Stock Outstanding
|
||
Executive Officers and Directors:
|
|
|
|
|
||
Jerome S. Griffith(1)
|
|
1,813,165
|
|
|
2.7
|
%
|
Michael J. Mardy(2)
|
|
948,003
|
|
|
1.4
|
%
|
Steven M. Hurwitz(3)
|
|
59,316
|
|
|
*
|
|
Peter L. Gray(4)
|
|
33,800
|
|
|
*
|
|
Adam Levy
|
|
—
|
|
|
*
|
|
David J. Riley(5)
|
|
7,251
|
|
|
*
|
|
Claire M. Bennett(6)
|
|
12,104
|
|
|
*
|
|
Christopher J. L. Fielding
|
|
—
|
|
|
—
|
|
Joseph R. Gromek(7)
|
|
38,997
|
|
|
*
|
|
Thomas H. Johnson(8)
|
|
16,997
|
|
|
*
|
|
Alexander W. Smith(9)
|
|
9,202
|
|
|
*
|
|
All directors and executive officers as a group (10 persons)(10)
|
|
2,938,835
|
|
|
4.3
|
%
|
Greater than 5% Stockholders:
|
|
|
|
|
||
Entities Affiliated with Doughty Hanson (11)
|
|
9,123,014
|
|
|
13.5
|
%
|
Black Rock, Inc.(12)
|
|
5,214,223
|
|
|
7.7
|
%
|
Janus Capital Management LLC(13)
|
|
4,488,484
|
|
|
6.6
|
%
|
The Vanguard Group(14)
|
|
4,262,586
|
|
|
6.3
|
%
|
Wellington Management Group LLP(15)
|
|
4,209,016
|
|
|
6.2
|
%
|
(1)
|
Consists of (i) 1,342,349 shares held by Mr. Griffith in his individual capacity, (ii) 370,000 shares held by Griffith Investment Management Company, LLC (the “LLC”), of which Mr. Griffith is a Manager and (iii) Presently Exercisable Options to purchase 100,816 shares of common stock. The membership units in the LLC are held by four trusts, for which Mr. Griffith disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein.
|
(2)
|
Includes Presently Exercisable Options to purchase 50,054 shares of common stock. Also includes 231,000 shares of common stock held in three trusts, for which Mr. Mardy’s spouse is the trustee. Mr. Mardy disclaims beneficial ownership of the securities held in the trusts, except to the extent of his pecuniary interest therein.
|
(3)
|
Includes Presently Exercisable Options to purchase 40,043 shares of common stock.
|
(4)
|
Includes Presently Exercisable Options to purchase 32,297 shares of common stock.
|
(5)
|
Includes Presently Exercisable Options to purchase 6,535 shares of common stock.
|
(6)
|
Includes Presently Exercisable Options to purchase 6,020 shares of common stock and 3,414 restricted stock units which will vest within 60 days.
|
(7)
|
Includes Presently Exercisable Options to purchase 10,913 shares of common stock and 3,414 restricted stock units which will vest within 60 days.
|
(8)
|
Includes Presently Exercisable Options to purchase 10,913 shares of common stock and 3,414 restricted stock units which will vest within 60 days.
|
(9)
|
Includes Presently Exercisable Options to purchase 3,118 shares of common stock and 3,414 restricted stock units which will vest within 60 days.
|
(10)
|
Includes Presently Exercisable Options to purchase 260,709 shares of common stock and 13,656 restricted stock units which will vest within 60 days.
|
(11)
|
Consists of shares held by DHC 1, DHC 2, DHC 3, DHC 4, Officers Nominees Limited and the Co-Investors (each as defined below). Doughty Hanson & Co IV Nominees One Limited (“DHC 1”), Doughty Hanson & Co IV Nominees Two Limited (“DHC 2”), Doughty Hanson & Co IV Nominees Three Limited (“DHC 3”) and Doughty Hanson & Co IV Nominees Four Limited (“DHC 4”) each hold shares as nominee for four English law limited partnerships: Doughty Hanson & Co IV Limited Partnership Number One, Doughty Hanson & Co IV Limited Partnership Number Two, Doughty Hanson & Co IV Limited Partnership Number Three and Doughty Hanson & Co IV Limited Partnership Number Four, respectively. The common general partner of these four English law limited partnerships is Doughty Hanson & Co IV Limited, which has voting and investment power with respect to the shares held by each such limited partnership and each of DHC 1, DHC 2, DHC 3 and DHC 4. Doughty Hanson & Co IV Limited is wholly owned by DHC Limited which is controlled by Richard P. Hanson. Officers Nominees Limited is a company incorporated in England and Wales and is the co-investment vehicle for employees of Doughty Hanson & Co. Richard P. Hanson, Richard N. Lund and Graeme D. Stening serve on the board of directors of Officers Nominees Limited. Each of the foregoing persons disclaim beneficial ownership of the shares held by Officers Nominees Limited. Doughty Hanson & Co Managers Limited may be deemed to have voting and investment power with respect to the shares held by Stockwell Fund, L.P., HVB Capital Partners AG and Brederode International s.à.r.l. (collectively, the “Co-Investors”) by virtue of co-investment arrangements with each of the entities comprising the Co-Investors. Doughty Hanson & Co Managers Limited is indirectly wholly owned by DHC Limited which is controlled by Mr. Hanson. The address of Doughty Hanson is c/o DHC Limited, 45 Pall Mall, London, SW14 5JG, United Kingdom.
|
(12)
|
Information about this stockholder is based solely on information contained in the Schedule 13G filed on January 28, 2016 by the stockholder. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The stockholder has sole dispositive power over all of the shares and sole voting power as to 5,094,833 of the shares.
|
(13)
|
Information about this stockholder is based solely on information contained in the Schedule 13G filed on February 16, 2016 by the stockholder. The address of Janus Capital Management LLC is 151 Detroit Street, Denver, Colorado 80206. The stockholder has sole voting power and sole dispositive power over all of the shares.
|
(14)
|
Information about this stockholder is based solely on information contained in the Schedule 13G filed on February 10, 2016 by the stockholder. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The stockholder has sole voting power over 124,653 of the shares, shared voting power over 5,200 of the shares, sole dispositive power over 4,137,033 of the shares and shared dispositive power over 125,553 of the shares.
|
(15)
|
Information about this stockholder is based solely on information contained in the Schedule 13G/A filed on February 11, 2016 by the stockholder. The address of Wellington Management Group LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210. The stockholder has shared dispositive power over all of the shares and shared voting power as to 1,991,427 of the shares.
|
Fee Category
|
|
2015
|
|
2014
|
||||
Audit Fees
|
|
$
|
989,000
|
|
|
$
|
993,963
|
|
Audit-Related Fees
|
|
125,000
|
|
|
40,000
|
|
||
Tax Fees
|
|
719,200
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
1,833,200
|
|
|
$
|
1,033,963
|
|
|
|
TUMI HOLDINGS, INC.
|
||
|
|
|
|
|
Dated:
|
April 28, 2016
|
By:
|
/s/ Michael J. Mardy
|
|
|
|
|
Michael J. Mardy
|
|
|
|
|
Chief Financial Officer and Executive Vice President
|
31.1*
|
Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
Principal Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002
|
1 Year Tumi Holdings, Inc. (delisted) Chart |
1 Month Tumi Holdings, Inc. (delisted) Chart |
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