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DECKERS OUTDOOR CORPORATION | ||||
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2015 PROXY STATEMENT SUMMARY | ||||
ANNUAL MEETING OF STOCKHOLDERS |
DATE | September 10, 2015 |
TIME | 4:00 p.m. PST |
LOCATION | Deckers Outdoor Corporation Corporate Headquarters 250 Coromar Drive Goleta, California 93117 |
RECORD DATE | July 14, 2015 |
VOTING | Stockholders as of the Record Date (as defined in this Proxy Statement) are entitled to vote |
VOTING ITEMS |
PROPOSALS | MATTER | BOARD VOTE RECOMMENDATION | PAGE REFERENCE |
1 | Election of nine directors | FOR EACH DIRECTOR NOMINEE | 9 |
2 | Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year 2016 | FOR | 66 |
3 | Advisory vote to approve Named Executive Officer compensation | FOR | 68 |
4 | Approve the Employee Stock Purchase Plan | FOR | 70 |
5 | Approve the 2015 Stock Incentive Plan | FOR | 73 |
HOW TO VOTE |
PROPOSAL NO. 1 DIRECTOR NOMINEES |
Deckers Committees | |||||||
Name, Primary Occupation | Age | Director Since | Independent | Other Public Company Boards | A | C | CG |
Angel R. Martinez Chair of the Board of Directors and Chief Executive Officer | 60 | 2005 | NO | 1 | |||
John M. Gibbons Corporate Director | 66 | 2000 | YES | None | l | ||
Karyn O. Barsa Corporate Director | 54 | 2008 | YES | 1 | l | l | |
Nelson C. Chan Corporate Director | 54 | 2014 | YES | 3 | l | ||
Michael F. Devine, III Corporate Director | 56 | 2011 | YES | 2 | ª | l | |
John G. Perenchio Corporate Director | 60 | 2005 | YES | None | l | l | |
James Quinn Corporate Director | 63 | 2011 | YES | 2 | ª | ||
Lauri M. Shanahan Corporate Director, Independent Consultant | 52 | 2011 | YES | 1 | ª | ||
Bonita C. Stewart Vice-President, Partner Business Solutions, Americas at Google, Inc. | 58 | 2014 | YES | None | l |
• | No director nominee attended fewer than 75% of the meetings of our Board of Directors or meetings of any Board committee on which he or she sits. |
• | Each director nominee is elected annually by a majority of the votes cast at the Annual Meeting. |
• | Our Board of Directors recommends that you vote FOR each of the director nominees named in this Proposal No. 1. |
PROPOSAL NO. 2 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
• | As a matter of good corporate governance, we are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016. |
• | Ratification of the selection requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting. |
• | Our Board of Directors recommends that you vote FOR this Proposal No. 2. |
PROPOSAL NO. 3 NAMED EXECUTIVE OFFICER COMPENSATION ADVISORY VOTE |
• | We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, or NEOs, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis". Below is a summary of the key elements and other features of our executive compensation program. |
• | Advisory approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting. |
• | Our Board of Directors recommends that you vote FOR this Proposal No. 3 because it believes that our compensation policies and practices are effective in achieving our goals of appropriately incenting and paying for financial and operating performance, and aligning our executives' interests with those of our stockholders. |
ELEMENT | TYPE | TERMS | |
Base Salary | CASH | • Base salary increases must be approved by our Compensation Committee. | |
Annual Cash Incentive | CASH | • Performance-based cash awards are earned based on achievement of annual Company performance goals approved by our Compensation Committee. | |
2015 NSU Equity Incentive Plan Awards (Nonvested Stock Units, or "NSUs") | EQUITY | • Performance goals for NSUs were based on fiscal year 2015 EPS. Because 2015 EPS goals were achieved at the 97.9% level, 88.9% of the NSUs will vest over a period of approximately 3 years. | |
2015 Long-Term Equity Incentive Plan ("LTIP") Awards (Restricted Stock Units, or "RSUs") | EQUITY | • Performance goals for RSUs are based on Company performance goals achieved through fiscal year 2017. RSUs will be received, if earned according to plan metrics, 2.5 years after they were granted. • The grant date fair value of these awards was deemed probable at the target level, which would pay out at 100%. | |
Target Pay Positioning • Simplified target pay positioning by eliminating "core" and "aspirational" program delineations to drive our NEOs towards stretch budgets and to align with our reduced target pay positioning. • Reduced overall target pay positioning to 60th to 75th percentile range. | Annual Equity Program • Formalized grant mix between NSU and LTIP Equity Awards. • NEOs total annual equity grant allocated 40% NSU and 60% LTIP to further align executive and shareholder interests. • LTIP awards based on achievement of stretch budgets for two metrics - Revenue and EBITDA. |
Annual Cash Incentive Plan • Simplified Cash Incentive Plan design to eliminate the Individual Discretionary Portion for the NEOs and further align executive and shareholder interests. | Peer Group Size • Re-evaluated Peer Group and increased Peer Group size to 20 companies. |
PROPOSAL NO. 4 EMPLOYEE STOCK PURCHASE PLAN |
• | We are asking our stockholders to approve the adoption and implementation of the Employee Stock Purchase Plan, which will provide our eligible employees with an opportunity to invest in and accumulate share ownership in our Company through after-tax payroll deductions. |
• | A review of our Peer Group indicates that 40% of our Peer Group offer an ESPP with similar plan provisions. |
• | An authorization of 1,000,000 shares from the stockholders is needed to support the plan for approximately the next 5 years. |
• | Approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting. |
• | Our Board of Directors recommends that you vote FOR this Proposal No. 4 because it believes this plan will enhance our ability to attract and retain employees and provide employees with an opportunity to participate in ownership of our shares and thereby have an interest in our success and increased value. |
PROPOSAL NO. 5 2015 STOCK INCENTIVE PLAN |
• | We are asking our stockholders to approve the adoption of the 2015 Stock Incentive Plan ("2015 SIP"). The 2015 SIP is intended to replace our Company's current 2006 Equity Incentive Plan ("2006 EIP"). |
• | As with the 2006 EIP, the purpose of the 2015 SIP is to encourage ownership in the Company by key personnel whose long-term service is considered essential to the Company's continued success, which encourages recipients to act in the stockholders' interests and share in the Company's success. |
• | Approval of 1,275,000 shares, less one share for every one share granted under the 2006 EIP after March 31, 2015 and prior to the effective date of the 2015 SIP. |
• | Approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting. |
• | Our Board of Directors recommends that you vote FOR this Proposal No. 5 because it believes this plan will provide incentives to attract and retain employees whose contributions are important to our success, by offering them an opportunity to participate in our future performances. |
OTHER CORPORATE GOVERNANCE CHANGES |
• | In February 2014, our Board of Directors approved a change in our fiscal year end from December 31 to March 31 to better align with industry and business. As a result of this change, our 2015 fiscal year ran from April 1, 2014 to March 31, 2015 ("FY 2015"), and our Company had a fiscal transition period from January 1, 2014 to March 31, 2014 ("transition period" or "2014T"). |
• | In March 2014, our Board of Directors approved a change in the securities exchange on which our Company's shares were listed from the NASDAQ Global Select Market ("NASDAQ") to the New York Stock Exchange ("NYSE"). Our shares began trading on the NYSE in May 2014. |
• | In September 2014 and December 2014, Bonita C. Stewart and Nelson C. Chan, respectively, were elected to our Board of Directors to further enhance board performance and diversity. |
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS | ||||
Date and Time | September 10, 2015, 4:00 p.m. PST | |
Place | Deckers Outdoor Corporation | |
Corporate Headquarters | ||
250 Coromar Drive | ||
Goleta, California 93117 | ||
Items to be Voted: |
• | Election of Directors. To elect nine directors to serve until the Annual Meeting of Stockholders to be held in 2016, or until their successors are elected and duly qualified. |
• | Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016, from April 1, 2015 to March 31, 2016. |
• | Advisory Vote to Approve Named Executive Officer Compensation. To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis". |
• | Approve the Employee Stock Purchase Plan. To approve the adoption and implementation of the Employee Stock Purchase Plan. |
• | Approve the 2015 Stock Incentive Plan. To approve the adoption of the 2015 Stock Incentive Plan, which is intended to replace the 2006 Equity Incentive Plan. |
• | Other Business. To consider and act upon such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. |
BY ORDER OF THE BOARD OF DIRECTORS |
/s/ ANGEL R. MARTINEZ |
Angel R. Martinez Chairman of the Board of Directors and Chief Executive Officer |
TABLE OF CONTENTS | |
PROXY STATEMENT | ||||
QUESTIONS AND ANSWERS ABOUT THE 2015 ANNUAL MEETING OF STOCKHOLDERS AND VOTING |
• | Vote on the election of nine director nominees to serve until the Annual Meeting of Stockholders to be held in 2016, or until their successors are elected and duly qualified (Proposal No. 1); |
• | Ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016 (Proposal No. 2); |
• | Vote upon a proposal to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis" (Proposal No. 3); |
• | Vote to approve the Employee Stock Purchase Plan (Proposal No. 4); |
• | Vote to approve the 2015 Stock Incentive Plan (Proposal No. 5); and |
• | Act upon such other matters as may properly come before the Annual Meeting or any postponements or adjournments thereof. |
• | Election of Directors (Proposal No. 1) - Our Board of Directors has adopted a majority voting standard for uncontested director elections. This means that each director nominee in an uncontested election will be elected by a majority of the votes cast by the shares entitled to vote on the election of directors (assuming that a quorum is present). An “uncontested election” is an election in which the number of nominees for director is not greater than the number of directors to be elected. A “contested election” is an election in which the number of nominees for director nominated by (i) the Board of Directors, (ii) any stockholder or (iii) a combination of the Board of Directors and any stockholder, exceeds the number of directors to be elected. A “majority of the votes cast” means that the number of votes “FOR” a nominee for director must exceed 50% of the total votes cast. Votes “AGAINST” a nominee for director will count as votes cast for purposes of this proposal, but a “WITHHOLD AUTHORITY” vote with respect to shares will not count as votes cast. In a contested election, directors shall be elected by a plurality of the votes cast by the shares entitled to vote on the election of directors. Under the rules applicable to brokers, brokers no longer possess discretionary authority to vote shares with respect to the election of directors. Accordingly, "broker non-votes" will result for this proposal if brokers do not receive instructions from beneficial owners of our shares. Broker non-votes will not count as votes cast for purposes of this proposal and will not be counted for any purpose in determining whether this proposal has been approved. Please see the question, titled "What happens if I do not vote?" below for a discussion of the effect of “withhold authority” votes and "broker non-votes." |
• | Ratification of Selection of Accounting Firm (Proposal No. 2) - Ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016 will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. Because the ratification of the independent registered public accounting firm is a matter on which brokers have the discretion to vote, "broker non-votes" will not result for this proposal. |
• | Advisory Vote on Executive Compensation (Proposal No. 3) - Approval of the non-binding advisory resolution regarding the compensation of our NEOs will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved. |
• | Approval of the Employee Stock Purchase Plan (Proposal No. 4) - Approval of the ESPP will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved. |
• | Approval of the 2015 Stock Incentive Plan (Proposal No. 5) - Approval of the 2015 SIP will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentations will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved. |
• | Abstentions - You may "WITHHOLD AUTHORITY" to vote for one or more nominees for director and may abstain from voting on one or more of the other matters to be voted on at the Annual Meeting. Shares for which authority is withheld or that a stockholder abstains from voting will be counted for purposes of determining whether a quorum is present at the Annual Meeting. With respect to Proposal No. 1, shares for which a stockholder elects to "WITHOLD AUTHORITY" will not be included in the total number of votes cast, and thus will have no effect on the outcome of the vote on this proposal. With respect to Proposal Nos. 2, 3, 4 and 5, shares that a stockholder abstains from voting will be included in the total number of shares present and entitled to vote on these proposals, and will have the same effect as a vote "AGAINST" these proposals. |
• | Broker Non-Votes - "Broker non-votes" result from shares that are held by a bank, broker, dealer or other nominee that are represented at the Annual Meeting, but with respect to which the nominee holding those shares (i) has not received instructions from the beneficial owner of the shares to vote on the particular proposal, and (ii) does not have discretionary voting power with respect to the particular proposal. Please see the question, titled "Who can vote at the Annual Meeting" below for a discussion of beneficial ownership. Whether a nominee has authority to vote shares that it holds is determined by stock exchange rules. Nominees holding shares of record for beneficial owners generally are entitled to exercise their discretion to vote on Proposal No. 2, but do not have the discretion to vote on Proposal Nos. 1, 3, 4 and 5 unless they receive other instructions from the beneficial owners of the shares. Accordingly, broker non-votes will result for Proposal Nos. 1, 3, 4 and 5. Broker non-votes will not be counted for purposes of determining the number of votes cast or the number of shares present and entitled to vote with respect to these proposals, and will not be counted for any purpose in determining whether these proposals have been approved. Broker non-votes will be counted for purposes of determining the presence or absence of a quorum at the Annual Meeting. |
• | Stockholders of Record - If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, then you are a "holder of record". As a holder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the Notice. |
• | Beneficial Owners - If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the "beneficial owner" of shares held in "street name" and this Proxy Statement is being made available to you by that nominee. The nominee holding your account is considered the holder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the holder of record, you may |
VOTE BY INTERNET | VOTE BY TELEPHONE | VOTE BY MAIL | VOTE AT THE ANNUAL MEETING | |||
You can vote by proxy over the Internet by following the instructions provided in the Notice, or to the extent you requested to receive printed proxy materials, by following the instructions provided on the proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. EST on September 9, 2015 by visiting www.proxyvote.com and following the instructions. Our Internet voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice. | If you requested to receive printed proxy materials, you can vote by telephone pursuant to the instructions provided on the proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. EST on September 9, 2015. | If you requested to receive printed proxy materials, you can vote by mail pursuant to the instructions provided on the proxy card. If you choose to vote by mail, simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. In order to be effective, completed proxy cards must be received by 11:59 p.m. EST on September 9, 2015. | The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. |
• | The name and address of the stockholder and any Stockholder Affiliate proposing to make the nomination and of the person or persons to be nominated; |
• | The class and number of shares of our Company that are, directly or indirectly, beneficially owned by the stockholder or any Stockholder Affiliate and any derivative positions held or beneficially held by the stockholder or any Stockholder Affiliate and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Affiliate; |
• | A representation that the holder is a stockholder entitled to vote his or her shares at the annual meeting and intends to vote his or her shares in person or by proxy for the person nominated in the notice; |
• | A description of all arrangements or understandings between the stockholder(s) or Stockholder Affiliate supporting the nomination and each nominee; |
• | Any other information concerning the proposed nominee(s) that our Company would be required to include in the Proxy Statement if the Board of Directors made the nomination; |
• | The consent and commitment of the nominee(s) to serve as a director; |
• | For each nominee, a completed and signed questionnaire, in a form provided by our Company upon written request, with respect to the background and qualification of such person being nominated and the background of any other person or entity on whose behalf the nomination is being made; |
• | For each nominee, a written representation and agreement, in the form provided by our Company upon written request, with regards to any voting commitments, compensatory arrangements with a third party and compliance requirements applicable to directors of our Company; |
• | A description of all agreements, arrangements and understandings between the stockholder and Stockholder Affiliate and any other person, including their names, in connection with the nominee; and |
• | Whether the stockholder or any Stockholder Affiliate intends to conduct a proxy solicitation. |
• | A brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the meeting; |
• | The name and address of the stockholder and any Stockholder Affiliate proposing such business; |
• | The class and number of shares of our Company that are, directly or indirectly, beneficially owned by the stockholder and any Stockholder Affiliate; |
• | Any derivative positions held or beneficially held by the stockholder and any Stockholder Affiliate, and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Affiliate with respect to our Company's securities; |
• | A description of all agreements, arrangements and understandings between such stockholder or any Stockholder Affiliate and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; |
• | Any material interest of the stockholder or any Stockholder Affiliate in such business; and |
• | Whether the stockholder or any Stockholder Affiliate intends to conduct a proxy solicitation. |
PROPOSAL NO. 1 ELECTION OF DIRECTORS |
• | Personal and professional integrity |
• | Good business judgment |
• | Relevant experience and skills |
• | Ability to be an effective director in conjunction with the full Board of Directors in collectively serving the long-term interests of our Company's stockholders |
• | Commitment to devoting sufficient time and energy to diligently performing duties as a director |
OUR COMPANY'S STRATEGY | ||||
Build niche brands into global lifestyle leaders | Innovate based on our industry expertise | Grow our global business | ||
Connect with consumers through sophisticated marketing | Evolve and grow our multi-channel distribution | Manage risk appropriately in light of our long-term strategic goals |
2016 NOMINEES FOR DIRECTOR |
NAME | AGE | DIRECTOR SINCE | OCCUPATION |
Angel R. Martinez | 60 | 2005 | Chair of the Board of Directors and Chief Executive Officer |
John M. Gibbons | 66 | 2000 | Corporate Director |
Karyn O. Barsa | 54 | 2008 | Corporate Director |
Nelson C. Chan | 54 | 2014 | Corporate Director |
Michael F. Devine, III | 56 | 2011 | Corporate Director |
John G. Perenchio | 60 | 2005 | Corporate Director |
James Quinn | 63 | 2011 | Corporate Director |
Lauri M. Shanahan | 52 | 2011 | Corporate Director, Independent Consultant |
Bonita C. Stewart | 58 | 2014 | Vice-President, Partner Business Solutions, Americas at Google, Inc. |
ANGEL R. MARTINEZ | |
Age: 60 Director Since: 2005 | |
Chairman of the Board and Chief Executive Officer | Other Directorships: Tupperware Brands Corporation |
• | Industry Experience - Extensive experience in the footwear industry, including serving as Chief Executive Officer and Vice Chair of Keen, LLC, an outdoor footwear manufacturer. Also served in a variety of positions at Reebok International Ltd. and as Chief Executive Officer and President of The Rockport Company, a subsidiary of Reebok. |
• | Entrepreneurial - During his tenure at Keen, LLC, successfully established this incipient brand for future growth. |
• | Sales and Marketing Experience - Served as Executive Vice President and Chief Marketing Officer of Reebok International Ltd., a global athletic brand that sells and markets sports and lifestyle products. |
• | International Experience - Held key management roles at Reebok International Ltd., Keen LLC and the Company during periods of international expansion. |
• | Luxury/Premium Branding Experience - 10 years of experience with the UGG brand, a premier brand in luxurious comfort footwear, handbags, apparel, and cold weather accessories. Participated in the acquisition of the Ralph Lauren Footwear brand, which is managed as a subsidiary of The Rockport Company. |
• | Retail Experience and Distribution/Logistics Experience - Owned and operated his own retail stores. While President of The Rockport Company, oversaw retail evolution for the brand, including opening over 50 brand stores. Involved in management of supply chain and distribution channels during his many years of industry experience. |
• | Public Company Management Experience - Has served as Chief Executive Officer of our Company for 10 years. |
• | Risk Oversight Experience - 17 years of experience as a corporate director with risk oversight responsibilities. |
JOHN M. GIBBONS | |
Age: 66 Director Since: 2000 | |
Other Directorships: The Learning Network, Inc. | Board Committees: Audit |
• | High Level of Financial Literacy and Experience - Currently serves as a member of our Company's Audit Committee and previously served as Chair of the Audit Committee from 2012. In addition to the positions listed above, from June 2000 to April 2004, Mr. Gibbons was Vice Chair of TMC Communications, Inc., a long distance, data and internet services provider, and was its Chief Executive Officer from June 2001 to April 2003. Mr. Gibbons was also Vice Chair of Assisted Living Corporation, a national provider of assisted living services, from March 2000 to December 2001. |
• | Risk Oversight Experience - Extensive experience in risk oversight as a member and the former Chair of our Company's Audit Committee and former Chair of the Audit Committee of National Technical Systems, Corp. |
• | Industry Experience - 15-year directorship at our Company. |
• | Public Company Management Experience - On the board, Chief Executive Officer and Chief Operating Officer of The Learning Network, Inc. Previously employed by The Sports Club Company, which was previously listed on the American Stock Exchange, where he was Chief Executive Officer and a director from July 1999 to February 2000 and was President and Chief Operating Officer from January 1995 to July 1999. |
• | Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion. |
• | Luxury/Premium Branding Experience - Involved in several different capacities at The Sports Club Company, a company which markets clubs to affluent, health conscious individuals. |
KARYN O. BARSA | |
Age: 54 Director Since: 2008 | |
Other Directorships: The Directors' Organization Ltd. Performance Sports Group, Ltd. | Board Committees: Audit Compensation |
• | High Level of Financial Literacy and Experience - In addition to the Chief Executive Officer and director positions discussed above, served as Chief Financial Officer of Patagonia, Inc., a specialty outdoor apparel and equipment manufacturer. Also holds a B.A. in Economics from Connecticut College and an MBA from the University of Southern California. |
• | Risk Oversight Experience - Serves as a member of the Audit Committee and serves on the board of The Directors' Organization Ltd. and Performance Sports Group, Ltd. |
• | Luxury/Premium Branding Experience - In addition to serving as Chief Executive Officer of Coyuchi, Inc., served as Chief Executive Officer of Smith & Hawken, Ltd., a specialty gardening retailer between 1999 and 2001. |
• | Industry Experience - Served as Chief Operating Officer and Chief Financial Officer of Patagonia, Inc. when footwear was introduced as a product of the company. |
• | Distribution/Logistics Experience - As Chief Executive Officer of Coyuchi, Inc., Chief Executive Officer of Smith & Hawken, Ltd, and Chief Operating Officer of Patagonia, Inc. gained extensive experience in management of supply chain and distribution issues. |
• | Sales and Marketing Expertise - Sales teams reported directly to Ms. Barsa in her roles at Patagonia Inc., Smith & Hawken, Ltd and Coyuchi, Inc. Direct sales and marketing experience as Chief Executive Officer of Investors' Circle and founder of HeadStart Custom Helmets. |
• | Retail Experience - Executive experience at Patagonia, Inc., Smith & Hawken, Ltd. and Coyuchi, Inc., all companies with an important retail component. |
• | Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion, including serving as Chief Executive Officer of Embark Stores, Inc., a start-up pet supplies retailer between May 2007 and February 2008. |
NELSON C. CHAN | |
Age: 54 Director Since: 2014 | |
Other Directorships: Outerwall Inc. Affymetrix, Inc. Synaptics, Inc. | Board Committees: Audit |
• | Entrepreneurial - Expertise in building technology companies. |
• | High Level of Financial Literacy and Experience - Has held numerous senior management positions with other leading companies, including Chief Executive Officer at Magellan Corporation. |
• | Public Company Management Experience - Extensive experience with several leading public and private companies, both as an executive and as a board member. |
• | Sales/Marketing Experience - Held key sales, marketing and engineering positions at SanDisk Corporation, Chips and Technologies, Signetics and Delco Electronics. |
• | International Experience - Was the Executive Vice President and General Manager, Consumer Business, while at SanDisk Corporation, a global multi-billion dollar company. |
• | Risk Oversight Experience - Currently serves as a member of our Company's Audit Committee and has over 8 years of experience as a corporate director with risk oversight responsibilities. |
MICHAEL F. DEVINE, III | |
Age: 56 Director Since: 2011 | |
Other Directorships: Express, Inc. FIVE Below, Inc. The Talbots Inc. Sur La Table, Inc. | Board Committees: Audit Compensation |
• | High Level of Financial Literacy and Experience - In addition to Mr. Devine's experiences at Coach, Inc. and as a director, prior to joining Coach, Inc. served as Chief Financial Officer and Vice President-Finance of Mothers Work, Inc. from February 2000 until November 2001. From 1997 to 2000, was Chief Financial Officer of Strategic Distribution, Inc., a Nasdaq-listed industrial store operator. From 1995 to1997, was Chief Financial Officer at Industrial System Associates, Inc., and for the prior 6 years he was the Director of Finance and Distribution for McMaster-Carr Supply Co. Holds a Bachelor of Science degree in Finance and Marketing from Boston College and an MBA in Finance from the Wharton School of the University of Pennsylvania. |
• | Public Company Management Experience - Experience at Coach, Inc. involved managing a public company during a period of high growth. |
• | Risk Oversight Experience - 9 years of experience as a corporate director with risk oversight responsibilities. |
• | Luxury/Premium Branding Experience - Coach, Inc. is a leading marketer of modern classic American accessories. |
• | Industry Experience - In addition to experience at Coach, Inc., serves as a director of Express, Inc., a nationally recognized specialty apparel and accessory retailer offering both women's and men's merchandise. |
• | Distribution/Logistics Experience and Retail Experience - Involved in supply chain and wholesale and retail distribution channels while at Coach, Inc. |
• | International Experience - Involved in a global brand with worldwide operations while at Coach, Inc. |
JOHN G. PERENCHIO | |
Age: 60 Director Since: 2005 | |
Other: Private Investor | Board Committees: Compensation Corporate Governance |
• | Entrepreneurial - Involved in the formation of a myriad of different successful business enterprises, from music to apparel. From 1990 to 2003, served as an executive with Chartwell Partners, LLC, a family owned boutique investment and holding company specializing in the entertainment, media and real estate industries. |
• | Industry Experience - Experience in apparel and has been a director of our Company for 10 years. |
• | Sales and Marketing Experience - Experience with designing and implementing marketing and sales plans in the music industry, internet retail, real estate industry and the sports apparel industry. |
• | Risk Oversight Experience - In addition to the director and management experiences discussed above, from 1984 to 1990, served as in-house counsel at Triad Artists, Inc., one of the then premier talent agencies in the world, and prior to that, from 1982 to 1984, he practiced law as an attorney in California. |
• | Public Company Management Experience - 10-year directorship at our Company. From 1992 to 2007, Mr. Perenchio was a director of Univision Communications Inc., the leading Spanish-language media company in the United States. |
JAMES QUINN | |
Age: 63 Director Since: 2011 | |
Other Directorships: Mutual of America Capital Management, Inc. Prudential Retail Mutual Funds | Board Committees: Corporate Governance |
• | Public Company Management Experience - As the former president of Tiffany & Co., oversaw retail sales in Tiffany stores in more than 50 countries, with responsibility for the company's global expansion strategy, including the significant Tiffany & Co. presence established throughout Asia. Joined Tiffany & Co. in 1986 and held a series of significant positions including Vice Chairman prior to his appointment as President in 2003. |
• | Luxury/Premium Branding Experience - Tiffany & Co. is a jeweler and specialty retailer whose principal merchandise offering is fine jewelry. |
• | Distribution/Logistics Experience and Retail Experience - At Tiffany & Co., involved in supply chain, retail and other distribution channels. |
• | International Experience - While at Tiffany & Co., involved in a global brand with worldwide operations. |
• | Risk Oversight Experience - 20 years of experience as a corporate director with risk oversight responsibilities. |
LAURI M. SHANAHAN | |
Age: 52 Director Since: 2011 | |
Other Directorships: Charlotte Russe Holdings, Inc., Cedar Fair Entertainment Company | Board Committees: Compensation |
• | Public Company Management Experience - Joined The Gap Inc. (NYSE: GPS) in 1992 and served for 16 years in numerous leadership roles including Chief Administrative Officer, Chief Legal Officer and corporate secretary. |
• | Distribution/Logistics Experience and Retail Experience - Involved in retail and other distribution channels and supply chain while at The Gap Inc. and as a consultant. |
• | International Experience—Involved with global brands with worldwide operations while at The Gap Inc. and as a consultant. |
• | Industry Experience and Luxury/Premium Branding Experience - Gained experience in footwear, apparel and accessories at The Gap Inc., Charlotte Russe Holdings, Inc. and through consulting business. The Gap Inc. is a leading global specialty retailer offering clothing, footwear, accessories, and personal care products for men, women, children, and babies under the Gap, Banana Republic, Old Navy, Piperlime, and Athleta brands. |
• | Risk Oversight Experience - In addition to her other leadership roles at The Gap Inc., Ms. Shanahan served as Chief Compliance Officer and Chief Legal Officer where she oversaw the global corporate risk committee as well as the global governance and compliance organization. |
BONITA C. STEWART | |
Age: 58 Director Since: 2014 | |
Other: Vice President, Partner Business Solutions, Americas at Google, Inc. | Board Committees: Corporate Governance |
• | Industry Experience - Over 24 years of experience in brand management, digital strategy and execution. |
• | Financial Literacy and Experience - Leads strategy, business development and revenue growth plans for large partners using Google, Inc. products. |
• | Entrepreneurial - Served as President, Chief Operating Officer, and Co-Founder of Nia Enterprises, a web-based company. |
• | Sales and Marketing Experience - Sales, marketing, global pricing and online advertising experience. |
• | International Experience - Currently the Vice President, Partner Business Solutions, Americas at Google, Inc. and has worked for Chrysler Group and IBM Corporation, which are multi-billion dollar global companies. |
• | Public Company Management Experience - Strategic planning, operational large scale (multi-billion). 10-year management career at IBM Corporation. |
SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS | Angel R. Martinez | John M. Gibbons | Karyn O. Barsa | Nelson C. Chan | Michael F. Devine, III | John G. Perenchio | James Quinn | Lauri M. Shanahan | Bonita C. Stewart |
Luxury/Premium Branding Experience | X | X | X | X | X | X | |||
Entrepreneurial | X | X | X | X | X | X | |||
Distribution/Logistics Experience | X | X | X | X | X | ||||
Retail Experience | X | X | X | X | X | ||||
Sales and Marketing Experience | X | X | X | X | X | X | |||
High Level of Financial Literacy and Experience | X | X | X | X | X | ||||
International Experience | X | X | X | X | X | X | |||
Public Company Management Experience | X | X | X | X | X | X | X | X | |
Industry Experience (Footwear, Apparel and Accessories) | X | X | X | X | X | X | X | ||
Risk Oversight Experience | X | X | X | X | X | X | X | X |
CORPORATE GOVERNANCE |
OUR POLICY OR PRACTICE | DESCRIPTION AND BENEFIT TO OUR STOCKHOLDERS |
STOCKHOLDER RIGHTS | |
Annual Election of Directors | • Our directors are elected annually, reinforcing their accountability to our stockholders. |
Single Class of Outstanding Voting Stock | • Our common stockholders control our Company, with equal voting rights. |
Majority Voting Standard | • We have a majority voting standard for uncontested director elections. |
BOARD STRUCTURE | |
Director Independence | • Based on the director independence requirements set forth in our Corporate Governance Guidelines, as well as in the applicable NYSE and SEC rules, our Board of Directors has determined that each of our directors, other than Mr. Martinez, is an "independent director". |
Lead Independent Director | • We have appointed a Lead Independent Director to perform defined duties, such as discussing and approving Board meeting agendas and communicating with major stockholders, as needed. |
Committee Governance | • Our three Board Committees: Audit, Compensation and Corporate Governance, consist exclusively of independent directors and have written charters. Committee composition and charters are reviewed annually by our Board. |
Board Leadership and Structure | • Effective leadership structure of a combined Chair of the Board of Directors and Chief Executive Officer, Mr. Martinez. Mr. Martinez partnered closely with our Lead Independent Director, Mr. Gibbons. This leadership structure facilitates communication between our Board and our management. |
Annual Board Self-Evaluations | • Our Corporate Governance Committee conducts and oversees the annual self-evaluations of our Board to ensure that each director continues to serve the best interests of our stockholders. |
Board Oversight of Risk | • Directors are responsible for supervision of risk management activities with our Audit Committee overseeing risk management. Our full Board of Directors regularly engages in discussions of the most significant risks we face and how these risks are managed. |
EXECUTIVE COMPENSATION | |
Annual Say-on-Pay Vote | • Annually, our stockholders have the opportunity to cast an advisory vote on the compensation payable to our NEOs. |
Independent Directors |
John M. Gibbons |
Karyn O. Barsa |
Nelson C. Chan |
Michael F. Devine, III |
John G. Perenchio |
James Quinn |
Lauri M. Shanahan |
Bonita C. Stewart |
LEAD INDEPENDENT DIRECTOR | • Coordinates the scheduling and preparation of agendas for the executive sessions of our Board and other meetings of our Board in the absence of the Chair of the Board. • Chairs executive sessions of our Board and other meetings of our Board, in the absence of the Chair of the Board. • Approves information sent to our Board. • Serves as a liaison between the Chair of our Board and the other independent directors. • Approves meeting agendas and meeting schedules of the Board to assure that there is sufficient time for discussion of all agenda items. • If requested by major stockholders, consults and directly communicates with stockholders. • Has the authority to call meetings of the independent directors. • Pursuant to the direction of Corporate Governance Committee for FY 2015, oversees evaluation of Chair of our Board/Chief Executive Officer. |
Current Lead Independent Director: John M. Gibbons | |
Executive Sessions Led in 2015: 8 | |
Lead Independent Director is selected by the independent directors to serve a two-year term. |
AUDIT COMMITTEE | • Oversees management's conduct of, and the integrity of, our Company's financial reporting to any governmental or regulatory body, stockholders, other uses of Company financial reports and the public. • Oversees the qualifications, engagement, compensation, independence and performance of the registered public accounting firm that audits the annual financial statements of our Company and reviews the quarterly reportings and any other registered public accounting firm engaged to prepare or issue an audit report or to perform other audit, review or attest services for our Company. • Oversees our Company's legal and regulatory compliance. • Oversees the performance of our Company's internal audit function. • Oversees the application of our Company's related person transaction policy as established by our Board of Directors. • Oversees our Company's systems of internal control over financial reporting and disclosure controls and procedures. • Oversees the application of our Company's code of business conduct and ethics as established by our Board of Directors. | |
Members: Michael F. Devine, III (Chair) Karyn O. Barsa Nelson C. Chan John M. Gibbons | ||
Meetings in 2015: 8 | ||
All members of the Audit Committee meet the independence and experience standards required by the NYSE and the SEC. | ||
Mr. Gibbons, Ms. Barsa, Mr. Chan and Mr. Devine have been determined by the Board to be "audit committee financial experts", per SEC regulations. |
COMPENSATION COMMITTEE | • Oversees design of executive compensation program. • Reviews and approves Company and individual goals and objectives relevant to compensation of our Executive Officers. • Evaluates the performance of our Executive Officers in light of those goals and objectives. • Determines and approves the compensation level of our Executive Officers based on this evaluation, including each element of compensation. • Makes recommendations to our Board of Directors regarding any action that is required by law or regulation to be submitted to stockholders of our Company for approval with respect to incentive-compensation plans and equity-based plans. • Administers the Company's equity-based plan, and approves or delegates authority to approve individual award grants under those plans or recommend award grants to the Board for approval. • Produces an annual report on executive compensation for inclusion in our Company's annual report or proxy statement for our annual meeting of stockholders. |
Members: Lauri M. Shanahan (Chair) Karyn O. Barsa Michael F. Devine, III John G. Perenchio | |
Meetings in 2015: 11 | |
All members of the Compensation Committee meet the independence standards required by the NYSE and SEC. |
CORPORATE GOVERNANCE COMMITTEE | • Develops and recommends to our Board of Directors a set of Corporate Governance Guidelines applicable to our Company. • Identifies individuals qualified to become directors, consistent with criteria specified in the Corporate Governance Guidelines. • Recommends to our Board of Directors the qualified director nominees to be selected by our Board. • Recommends to our Board of Directors membership of the Board committees. • Ensures that our Company's Certificate of Incorporation and Bylaws are structured in a way that best serves our Company's practices and objectives and recommends to our Board of Directors amendments for consideration by the Board and/or the stockholders, as appropriate. • Oversees the evaluation of management, our Board and Board committees. • Oversees and approves the management continuity planning process. • Reviews and evaluates the development and succession plan relating to the Chief Executive Officer and our Company's other executive officers. |
Members: James Quinn (Chair) John G. Perenchio Bonita C. Stewart | |
Meetings in 2015: 4 | |
All members of the Corporate Governance Committee meet the independence standards required by the NYSE and SEC. |
EXECUTIVE OFFICERS |
EXECUTIVE OFFICER | AGE | POSITION |
Angel R. Martinez | 60 | Chair of the Board of Directors and Chief Executive Officer |
Thomas A. George | 58 | Chief Financial Officer |
David Powers | 47 | President of Deckers Brands |
David E. Lafitte | 51 | Chief Operating Officer |
Sergio Azzolari | 46 | Senior Vice President, Europe, Middle East and Africa |
COMPENSATION DISCUSSION AND ANALYSIS |
EXECUTIVE SUMMARY |
COMPENSATION PHILOSOPHY AND OBJECTIVES |
COMPENSATION CONSULTANT AND PEER GROUP |
ELEMENTS OF FISCAL YEAR 2015 EXECUTIVE COMPENSATION PROGRAM |
OTHER COMPENSATION CONSIDERATIONS |
NAME | TITLE | EMPLOYMENT HISTORY AT OUR COMPANY |
Angel R. Martinez | Chair of the Board of Directors and Chief Executive Officer | Has been with our company as Chief Executive Officer since 2005 and Chair of of the Board of Directors since 2008. In March 2015, Mr. Powers assumed the role of President from Mr. Martinez. |
Thomas A. George | Chief Financial Officer | Joined our Company in September 2009 and continues to lead as Chief Financial Officer. |
David Powers | President of Deckers Brands | Appointed as President of Deckers Brands in March 2015. He joined our Company as President of Direct-to-Consumer in August 2012. |
David E. Lafitte | Chief Operating Officer | Appointed in February 2015, after serving as our General Counsel via our outside law firm since September 2011. |
Constance X. Rishwain | President of UGG Brand | Appointed as President of UGG in 2002, after serving in a number of capacities since she started with our Company in January 1995. Ms. Rishwain will be stepping down at the end of July 2015. |
EXECUTIVE SUMMARY |
FISCAL YEAR 2015 KEY COMPENSATION PROGRAM CHANGES | ||
Reduced Overall Target Pay Positioning | • Reduced overall target pay positioning for entire program to 60th to 75th percentile range from 75th to 100th percentile for Aspirational elements and median to 75th percentile for Core elements • Simplified target pay positioning by eliminating Core and Aspirational delineations • Above median positioning is appropriate as 100% of all Cash Incentive Plan and Annual Equity Awards are performance-based and subject to higher risk of forfeiture than many Peer Group programs | |
Simplified Annual Cash Incentive Plan | • Simplified Cash Incentive Plan design by eliminating the Individual Discretionary Portion for the NEOs • All elements of award are formulaic • Committee retains negative discretion to decrease payouts under this Plan • Reduced overall maximum payout range from 230% to 200% | |
Refined Annual Equity Program | • Formalized grant mix between NSU and LTIP Equity Awards • Total annual equity grant for all NEOs allocated 40% NSU and 60% LTIP RSU to ensure alignment and increase portion tied to long-term performance. Only 47% of value granted through LTIP RSUs to NEOs in the prior fiscal year. • NSU awards for all NEOs based on achievement of stretch budget goal for one-year diluted EPS with payout range from 0% to 100% • LTIP awards for all NEOs based on achievement of stretch budget goals for two metrics - Revenue and EBITDA • LTIP awards payout range from 0% to 200% of target. Maximum payout, however is earned only upon achievement of aspirational performance metrics. | |
Increased Peer Group Size | • Fully re-evaluated Peer Group and increased Peer Group size to 20 companies from 11 companies |
FISCAL YEAR 2015 HIGHLIGHTS | |
• Our Revenue increased 14.5% to a record $1.817 billion. | • We continued our efforts to increase and diversify our global presence, resulting in 35.9% of our business being conducted internationally. |
• Our diluted EPS increased 14.5% to $4.66 compared to $4.18 last year. | • Our retail sales increased 12.0% to $384.3 million compared to $343.2 million last year, driven by the opening of 30 new stores. |
• Our gross margin was 48.3% compared to 47.7% last year. | • Our E-Commerce sales increased 28.4% to $233.1 million compared to $181.5 million last year, driven by an increase in sales through our existing websites and the addition of new global e-commerce websites. |
• Our 5-year total shareholder return (TSR) from December 31, 2009 to March 31, 2015 was 115%. | • We grew our Direct-to-Consumer platform and enhanced our OmniChannel capabilities to better engage and serve consumers in a more connected environment. |
PROGRAM ELEMENT | PERFORMANCE CRITERIA | 2015 PAY FOR PERFORMANCE RESULTS | ||
Base Salary | • Set annually based on past performance, competitive pay data, and scope of responsibilities | • Only Mr. Powers and Ms. Rishwain received base salary increases. | ||
Annual Cash Incentive | • Combination of fiscal year 2015 EBITDA and Revenue targets and other business unit financial performance goals | • Met 92.8% of EBITDA target and 100.3% of consolidated Revenue target. Other business unit financial performance goals paid out according to plan metrics. • Resulting in CEO, CFO and President of Deckers Brands payout of 78.2% of target. | ||
NSU Equity Incentive | • Fiscal year 2015 one-year diluted EPS targets | • Met 97.9% of fiscal year 2015 EPS target. NSUs therefore earned at 88.9%, which will begin to vest over period of 3 years. | ||
LTIP Equity Incentive | • Fiscal year Revenue and EBITDA targets through 2017 | • These awards may be received, only if earned based on fiscal year performance through 2017, approximately 2.5 years after grant. • The grant date fair value of the LTIP awards shown in the Summary Compensation Table reflects payout at the target 100% level based on the achievement probability at March 31, 2015. | ||
Time-Based RSUs | • Awards granted generally for select new hires and promotions as deemed necessary and appropriate | • Only Mr. Lafitte received this type of equity grant, at the time of hire. |
(1) | For each year, Realized pay includes the following: Base salary actually paid, Cash Incentive Plan actually paid, All Other Compensation actually paid, and for the Equity Incentive Awards as follows: |
(2) | Stock Price at FYE is determined as of the last day of the fiscal year end for each year which was December 31, 2012, December 31, 2013 and March 31, 2015. |
FY 2015 | FY 2013 | |
• 2015 NSU Equity Incentive Awards earned at 88.9% of target. | • 2013 LTIP Equity Incentive Awards are not deemed probable as of the end of FY 2015. | |
• 2015 Annual Cash Incentive Plan award earned at 78.2% of target. | ||
FY 2012 | FY 2011 | |
• 2012 NSU Equity Incentive Awards not earned. | • 2011 LTIP Equity Incentive Awards not earned. | |
• 2012 LTIP Equity Incentive Awards are not deemed probable as of the end of FY 2015. | ||
• 2012 Annual Cash Incentive Plan award did not payout any amounts under the Company Profit or Financial-Performance Portion. |
WHAT WE DO | WHAT WE DON'T DO | |||
Independent Compensation Committee | þ | Our Compensation Committee consists entirely of independent directors who select and utilize an independent outside compensation consultant | ý | We do not make compensation decisions for our NEOs without oversight of independent directors |
Risk Assessment | þ | Our Compensation Committee performs an annual review of the risks related to our compensation practices | ý | We do not ignore risks related to the design of our compensation program |
Annual Cash Incentive | þ | Payment is calculated based on actual financial and operating achievement against pre-established measures for each executive officer | ý | Do not use qualitative performance measures for payment decisions |
Annual Long-Term Equity Incentive | þ | 40% of the annual target award is provided as NSUs with one year performance goal which, if earned, vests 1/3 over next three years; earn-out is capped at target value 60% of annual target award is provided as LTIP with 3 yr performance goals which, if earned, immediately vests upon meeting the performance criteria | ý | Generally, we do not grant Equity Incentive Awards without performance goals, except for new hire or promotional awards |
Stock Ownership Guidelines | þ | We have formal stock ownership guidelines for our NEOs and directors | ý | We do not allow our NEOs and directors to sell all of their Company stock without complying with a formal policy |
Clawback Policy | þ | We adopted a Clawback Policy related to our equity incentive awards granted after 2011 | ý | We do not allow our NEOs to retain any financial benefit which is a result of an accounting restatement |
Equity Award Vesting Provisions | þ | Our equity awards are subject to double-trigger vesting upon a change-in-control | ý | We do not provide single trigger vesting of equity awards |
Repricing | þ | Our 2006 Equity Incentive Plan explicitly prohibits repricing equity awards If approved, our 2015 Stock Incentive Plan will also prohibit repricing | ý | We do not allow any repricing of equity awards |
Gross Ups | þ | Our Change of Control and Severance Agreements do not contain excise tax gross up provisions | ý | We do not provide excise tax gross ups |
Hedging and Pledging | þ | Our Insider Trading Policy specifically prohibits hedging and pledging of our shares | ý | We do not allow our executives to hedge or engage in any speculative transactions, buy on margin or use stock as collateral for a loan |
Dividends on Unvested Equity Awards | þ | Our Equity Incentive Award agreements do not provide for payment of dividends on unvested awards | ý | We do not pay dividends on any unvested equity awards |
COMPENSATION PHILOSOPHY AND OBJECTIVES |
• Attract key executives with the proper background and experience required for the future growth of our Company. |
• Provide a significant portion of target total compensation through variable, performance-based components that are at-risk, which can increase or decrease to reflect achievement of pre-established Company goals that the Committee believes are important to the Company's long-term success. |
• Provide incentives for achieving both short-term and long-term Company financial and operating goals. |
• Align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value. |
COMPENSATION CONSULTANT AND PEER GROUP |
DECKERS PEER GROUP FOR FISCAL YEAR 2015 | ||
• Kate Spade & Company | • Carters, Inc. | • DSW, Inc. |
• Crocs, Inc. | • Fossil Group, Inc. | • Express, Inc. |
• Skechers U.S.A., Inc. | • Lululemon Athletica, Inc. | • Finish Line, Inc. |
• Steven Madden, Ltd. | • Guess, Inc. | • G-III Apparel Group, Ltd. |
• Oxford Industries, Inc. | • Quiksilver, Inc. | • Columbia Sportwear Company |
• Under Armour, Inc. | • Buckle, Inc. | • Restoration Hardware Holdings, Inc. |
• Wolverine World Wide, Inc. | • Chico's FAS, Inc. |
2015 Ranking (out of 20) | 1-Year Performance Growth | 3-Year Performance Growth (CAGR) |
Revenue | 7th | 12th |
EBITDA | 9th | 15th |
EPS (diluted) | 8th | 13th |
Comparison of NEO FY 2015 Actual Compensation Targets to Benchmark Targets | ||
Total Cash Compensation (Salary, Annual Cash Incentive Plan) | Total Compensation (Salary, Annual Cash Incentive Plan, NSU and LTIP Awards) | |
CEO | • 5% above the 60th percentile | • 12% less than the 60th percentile |
Other NEOs | • Between 5 and 24% less than the 60th percentile | • Between 0 and 15% less than the 60th percentile |
ELEMENTS OF FISCAL YEAR 2015 EXECUTIVE COMPENSATION PROGRAM |
ELEMENT | TYPE | OBJECTIVE | |
Base Salary | Cash | • Attract and retain high quality executives • Pay competitively based on position, experience, scope of responsibility and past performance | |
Annual Cash Incentive | Cash | • Align and drive the interest of executive with Company and business unit performance/results • Target bonus percent set as percent of base salary • Actual bonus payout is entirely based on achievement of Company and business unit financial and operating performance | |
Equity Incentive Awards | Performance-Based RSUs (NSU and LTIP) | • Drive Company financial and operational goals and align executive interests with those of stockholders • Actual awards of annual NSU is based on individual and Company performance from prior year and prior years for LTIP • Awards vest over time to encourage retention of key executives | |
Time-Based RSUs | • Attract executive talent; used for new hire and promotion into executive level positions | ||
COMPENSATION ELEMENT | PURPOSE | CONSIDERATIONS |
Base Salary | • To attract and retain key executives with necessary experience for our future growth. • To balance the levels of fixed pay with at-risk, variable pay to properly maintain our Company's compensation-related risk. | • Individual performance, experience and responsibility level. • Peer Group compensation data; Committee annually reviews and adjusts generally at its June meeting. • Targeted between 60th and 75th percentile of our Peer Group. |
NAME | BASE SALARY | BASE SALARY CHANGE | ||
Angel R. Martinez | $ | 1,200,000 | No Change | |
Thomas A. George | $ | 510,000 | No Change | |
David Powers | $ | 600,000 | Increased by 20.0% | |
David E. Lafitte | $ | 600,000 | New Hire | |
Constance X. Rishwain | $ | 550,000 | Increased by 10.0% |
COMPENSATION ELEMENT | PURPOSE | CONSIDERATIONS |
Annual Cash Incentive Compensation | • To reward achievement of our financial and operational goals. • To align our executives' interests with those of our stockholders. • To establish appropriate Company performance expectations that will drive future growth of our Company. • To ensure that our executives are accountable for our continued growth and success. | • Committee reviews our annual strategic and financial goals at the beginning of the fiscal year. • Financial performance goals based on board approved targets derived from our long-term strategic plan. • Plan designed so that our the NEOs will only receive payment with respect to achievement of Company performance goals if our Company performs well for our stockholders. • Committee balances the portion of incremental earnings paid as Cash Incentive Plan compensation at various achievement levels as compared to amounts to be returned to the stockholders. • Use threshold, target and maximum award levels to strike appropriate balance between compensation incentives and risks. • Committee may exercise negative discretion and reduce award payments under the plan. |
EARNED ($) | ||||||||
Name | Target Percentage of Salary | Company Profit Portion | Financial-Performance Portion | Total Earned (%) | Company Profit Portion | Financial-Performance Portion | Total | Final Payout (Total x 1.25)(1) |
Angel R. Martinez | 125% | 50% | 50% | 78.2% | $389,000 | $784,000 | $1,173,000 | $1,466,000 |
Thomas A. George | 75% | 50% | 50% | 78.2% | $99,000 | $200,000 | $299,000 | $374,000 |
David Powers | 75% | 50% | 50% | 78.2% | $117,000 | $235,000 | $352,000 | $440,000 |
Constance X. Rishwain | 75% | 20% | 80% | 60.2% | $43,000 | $205,000 | $248,000 | $310,000 |
(1) | For FY 2015, the final Cash Incentive Plan compensation was multiplied by 1.25 to address the change in fiscal year from December 31 to March 31. There was no separate Cash Incentive Plan compensation paid out in 2014T. |
Executive Officer | Component | Threshold Performance (1) | Target Performance | Maximum Performance | Results for Each Component |
All NEOs | Company Profit (50% for Messrs. Martinez, George and Powers. 20% for Ms. Rishwain and Mr. Worley) | • Annual EBITDA of $270 million | • Annual EBITDA of $292 million | • Annual EBITDA of $321.1 million | Annual EBITDA of $270.9 million, resulting in 51.9% payout. |
Angel R. Martinez Thomas A. George David Powers | Financial-Performance Portion • Revenue (50%) | • Annual consolidated Revenue of $1,764.6 million | • Annual consolidated Revenue of $1,811.4 million | • Annual consolidated Revenue of $1,941.8 million | Annual consolidated Revenue of $1,817.1 million, resulting in 104.5% payout |
Constance X. Rishwain | Financial-Performance Portion • UGG OmniChannel Revenue (30%) • UGG Americas Wholesale/Distributor Revenue (30%) • UGG Americas Wholesale/Distributor Operating Income (20%) | • UGG OmniChannel Revenue of $861.9 million • UGG Americas Wholesale/Distributor Revenue of $603.5 million • UGG Americas Wholesale/Distributor Operating Income of $165.2 million | • UGG OmniChannel Revenue of $884.7 million • UGG Americas Wholesale/Distributor Revenue of $619.5 million • UGG Americas Wholesale/Distributor Operating Income of $173.6 million | • UGG OmniChannel Revenue of $948.4 million • UGG Americas Wholesale/Distributor Revenue of $664.1 million • UGG Americas Wholesale/Distributor Operating Income of $188.6 million | • UGG OmniChannel Revenue of $884.2 million, resulting in payout of 98.8% • UGG Americas Wholesale/Distributor Revenue of $609 million, resulting in payout of 67.2% • UGG Americas Wholesale/Distributor Operating Income of $163.67 million, resulting in payout of 0% |
(1) | In addition to the Threshold Performance criteria, (i) in order to receive the Company Profit Portion of the award, a Revenue gate of at least $1.725 billion had to be met and (ii) in order to receive the Financial-Performance Portion of the award, an EBITDA gate of at least $250 million had to be met. These gates were selected by the Committee based on a number of factors, including our Company's long term strategic plan and our Company's performance during the previous fiscal year. |
COMPENSATION ELEMENT | PURPOSE | CONSIDERATIONS |
Equity Incentive Plan Compensation | Overall Equity Plan • To align NEO's interests with long-term stockholder interests by linking a significant part of each NEO's compensation to Company performance. • To retain key executives by utilizing long-term vesting provisions. • To incentivize achievement of Company financial and operational goals. • To reflect our pay-for-performance philosophy. | • Award amounts based on overall Company performance and each NEO's position and individual performance. • In order to compare the annual cost of our equity program versus our Peer Group, the Committee evaluates aggregate equity awards based on an annual Stockholder Value Transfer (SVT) rate. • The Committee set the SVT rate in FY 2015 so that it would be approximately 1%, which is in line with the Peer Group median. • Other factors considered were the fair value of awards granted to each executive, total outstanding equity awards for each executive, Company-wide annual equity grant usage, and total potential dilution under all employee stock plans. |
Performance-Based Non-vested Stock Units (NSU) • Designed to reward achievement of annual performance goals (FY 2015 diluted EPS) with time-based vesting that occurs after achievement of performance goals. • 40% of NEOs annual equity award is granted as NSUs. | • Performance metric is one year diluted EPS. • EPS is an important indicator of profitability that aligns the interests of executive officers with those of stockholders. • Executives can earn a maximum of 100% of the target award. • Excludes the impact of share repurchases for purposes of determining achievement of EPS goals in order to reward actual business growth. | |
Performance-Based Long-Term Incentive (LTIP) • Designed to reward achievement of long-term performance goals (EBITDA and Revenue in FY 2017). • 60% of NEOs annual equity award is granted as LTIP RSUs. | • Performance metrics are consolidated EBITDA and Revenue. • Must achieve a minimum threshold for both EBITDA and Revenue for any award to be earned. | |
Time-Based RSUs • Not a standard part of our annual equity award program. •To provide special equity awards on an as-needed basis. • Primarily used for hiring and promotional needs and retention purposes. | • Only Mr. Lafitte received this type of award during FY 2015, at hire. • Vest in equal installments over approximately a three-year period. | |
OVERVIEW OF EQUITY INCENTIVE AWARDS GRANTED IN FISCAL YEAR 2015 | ||||
Compensation Element | Award Type | Year Granted | Vesting Provisions | |
Performance-Based Equity Incentive Compensation | NSU | FY 2015 | • Once earned based on FY 2015 performance, vest based on continued employment after approximately 3 years following achievement of the performance criteria according to the following schedule: 33% per year at the end of year 2, 3, and 4. | |
LTIP RSU | FY 2015 | • Vest subject to (1) the achievement of Revenue and EBITDA goals through FY 2017, which are based on a high rate of growth for sales and aggressive profitability goals, and (2) satisfaction of long-term service conditions over a 2.5 year period. | ||
Time-Based Equity Incentive Compensation | RSU | FY 2015 | • Vest subject to satisfaction of long-term service conditions over approximately a 3 year period. |
FY2015 Annual Equity Award Performance Goal as of March 31, 2015 | Threshold Performance | Target and Maximum Performance | Actual FY2015 Results (as adjusted) (1) |
Diluted EPS goal | $4.28 | $4.73 | $4.63 |
(1) | The FY 2015 diluted EPS goal for purposes of determining satisfaction of the NSU award achievement excluded the impact of share repurchases during the year, pursuant to the formula established by the Committee at the time the awards were granted. |
2015 LTIP Performance Goals | Weight of Award Allocated to Each Goal | Threshold Performance | Target Performance | Maximum Performance |
Revenue | 50% | $2,155.0 million | $2,225.0 million | $2,446.7 million |
EBITDA | 50% | $335.9 million | $350.8 million | $394.2 million |
Prior LTIP Equity Awards | Current Payout Expectation at 3/31/2015 | Held by Current NEOs Listed Below |
2007 Level 2 LTIP Awards (SARs and RSUs) (1) | Payout at 100%, to vest 80% on 12/31/2015 and 20% on 12/31/2016 | Angel R. Martinez Constance X. Rishwain |
2011 LTIP Awards | None | Angel R. Martinez Thomas A. George Constance X. Rishwain |
2012 LTIP Awards | None | Angel R. Martinez Thomas A. George Constance X. Rishwain |
2013 LTIP Awards | None | Angel R. Martinez Thomas A. George Constance X. Rishwain David Powers |
(1) | LTIP Awards - longer performance period (10 years) |
FY 2015 Equity Incentive Award | Performance Goal at Target | Actual Performance Goal Achievement Percentage | Payout Percentage | CEO Target Pay | CEO Realized Pay by Award (1) |
NSU | Diluted EPS of $4.73 | 97.9% | 88.9% | $1,599,986 | $1,204,687 |
LTIP (2) | Revenue of $2,225.0 million | — | — | $1,200,009 | — |
LTIP (2) | EBITDA of $350.8 million | — | — | $1,200,009 | — |
(1) | The 2015 NSUs, which were earned at 88.9% of target are included above at a stock price equal to the market value as of March 31, 2015, or $72.87. |
(2) | The 2015 LTIP performance goals are based on the financial performance as of the 12-month period ending March 31, 2017 and therefore the Actual Performance Goal Achievement Percentage, Payout Percentage and CEO Realized Pay by Award cannot be determined at this time. |
POSITION | STOCK OWNERSHIP GUIDELINES |
CEO | 6x Annual Base Salary |
Other NEOs | 3x Annual Base Salary |
Directors | 5x Annual Board Retainer Fee |
• | The incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission (“SEC”), that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws; |
• | A lower payment or award would have been made to such Executive Officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results; and |
• | The need for the restatement was identified within three years after the date of the first public issuance or filing of the financial results that were subsequently restated. |
PURPOSE | CONSIDERATIONS | |
Perquisites and other Executive Benefits | • Provide our US-based NEOs with competitive broad-based employee benefits structured to attract and retain key executives | • Generally reflect benefits provided to all of our US-based full-time employees |
• | 401(k) defined contribution plan; |
• | 401(k) plan Company match of 50% of each eligible participant's tax-deferred contributions on up to 6% of eligible compensation on a per payroll period basis, with a true-up contribution if such eligible participant is employed by our Company on the lst day of the calendar year; |
• | Premiums for long-term disability insurance and life insurance; |
• | Health and welfare benefit plans; |
• | Standard employee product discounts; and |
• | NEOs and certain other senior executives eligible to contribute to our Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan"). During FY 2015, we did not provide a match on executive deferrals in the NQDC Plan. The plan is described in further detail in the section of this Proxy Statement titled "Nonqualified Deferred Compensation." |
PURPOSE | CONSIDERATIONS | |
Severance Agreements | • Intended to ease a NEOs transition due to an unexpected employment termination by our Company due to on-going changes in our Company's employment needs. • In exchange, Company receives a general release and non-solicitation provisions. • Double trigger provisions preserve morale and productivity and encourage retention in the face of the potential disruptive impact of a change-in-control of our Company. • Retain and encourage the NEOs to remain focused on our business and the interest of our stockholders when considering strategic alternatives. | • The terms of employment for US based NEOs with our Company is "at will", meaning we can terminate them at any time and they can terminate their employment with us at any time. • Take into account the time it is expected to take a separated executive to find a similarly situated job. • There are no benefits triggered solely based on the occurrence of a change in control as long as the change of control is approved by a majority of the directors and the successor entity provides for the continuance of the award. However, upon a change in control, the performance conditions of the SARs and RSUs are deemed satisfied, but the awards remain subject to the service based vesting conditions. • Customary among Peer Group. |
OTHER COMPENSATION CONSIDERATIONS |
• | Our compensation program consists of both guaranteed pay (salary, benefits and perquisites) and at-risk pay (Cash Incentive Plan awards and Equity Incentive Awards) and the Committee reviews this mix annually. |
• | The performance goals relating to our Cash Incentive Plan involve a mix of Company performance goals. |
• | Amounts paid under our Cash Incentive Plan are capped at 200% of target. |
• | Our compensation program encourages executive retention through the vesting provisions of awards. |
• | We have adopted stock ownership guidelines for our NEOs, which ensures that the interests of our executive officers are aligned with our stockholders. |
• | Our Equity Incentive Awards are subject to clawback provisions. |
• | Our insider trading policy prohibits our NEOs and other key executives from hedging the economic interest in our Company securities that they hold. |
• | The Committee retains ultimate oversight over the compensation of our NEOs and retains the ability to use discretion where appropriate. |
REPORT OF THE COMPENSATION COMMITTEE |
THE COMPENSATION COMMITTEE | ||
Lauri M. Shanahan, Chair | ||
Karyn O. Barsa | ||
John G. Perenchio | ||
Michael F. Devine, III |
SUMMARY COMPENSATION TABLE |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Cash Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||
Angel R. Martinez | 2015 | 1,200,000 | — | 4,000,004 | 1,466,042 | 9,368 | 6,675,414 | |||||||||||||
Chief Executive Officer | 2014T | 300,000 | — | — | — | 2,333 | 302,333 | |||||||||||||
2013 | 1,200,000 | — | 2,404,520 | 1,256,000 | 8,910 | 4,869,430 | ||||||||||||||
2012 | 1,200,000 | — | 3,715,372 | 228,000 | 8,760 | 5,152,132 | ||||||||||||||
Thomas A. George | 2015 | 510,000 | — | 800,035 | 373,841 | 9,368 | 1,693,244 | |||||||||||||
Chief Financial Officer | 2014T | 127,500 | — | — | — | 2,333 | 129,833 | |||||||||||||
2013 | 510,000 | — | 1,130,185 | 458,000 | 8,910 | 2,107,095 | ||||||||||||||
2012 | 475,000 | — | 1,609,362 | 67,688 | 8,760 | 2,160,810 | ||||||||||||||
David Powers (4) | 2015 | 600,000 | — | 1,150,051 | 439,813 | 9,368 | 2,199,232 | |||||||||||||
President of Deckers Brands | 2014T | 150,000 | — | — | — | 2,333 | 152,333 | |||||||||||||
2013 | 500,000 | — | 1,131,170 | 276,000 | 8,910 | 1,916,080 | ||||||||||||||
David Lafitte (5) | 2015 | 100,000 | 300,000 | 899,997 | — | 1,580 | 1,301,577 | |||||||||||||
Chief Operating Officer | ||||||||||||||||||||
Constance X. Rishwain (6) | 2015 | 550,000 | — | 1,000,069 | 310,279 | 9,368 | 1,869,716 | |||||||||||||
President of UGG | 2014T | 137,500 | — | — | — | 2,333 | 139,833 | |||||||||||||
2013 | 500,000 | — | 1,133,140 | 387,000 | 8,910 | 2,029,050 | ||||||||||||||
2012 | 475,000 | — | 1,452,112 | 71,250 | 8,753 | 2,007,115 |
(1) | The amounts in this column represent the aggregate grant date fair value of the respective awards computed in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to Note 7 to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2015. In accordance with Instruction 3 to Item 402(c)(2)(v) of Regulation S-K, for those awards that are subject to the satisfaction of performance conditions, the amounts reported reflect the fair value at the grant date based upon the probable outcome of such conditions. |
• | 2012 LTIP Awards: $4,788,944 for Angel Martinez, $1,646,224 for Thomas George, and $1,646,224 for Constance Rishwain. The achievement of the performance conditions relating to the 2012 LTIP |
• | 2012 NSU Awards: $1,320,900 for Angel Martinez, $786,250 for Thomas George, and $629,000 for Constance Rishwain. The achievement of the performance conditions relating to the 2012 NSU awards was deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. However, subsequent to the date of grant, it was determined that the performance conditions relating to the 2012 NSU awards were not met. |
• | 2013 LTIP Awards: $2,535,600 for Angel Martinez, $633,900 for Thomas George, $887,460 for David Powers, and $1,394,580 for Constance Rishwain. 2013 LTIP RSU awards were deemed probable to vest at 50% at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. As of March 31, 2015, the performance conditions related to the 2013 LTIP awards are not probable of being achieved and therefore the awards are not expected to be earned. |
• | 2013 NSU Awards: $1,559,320 for Angel Martinez, $918,885 for Thomas George, $835,350 for David Powers, and $668,280 for Constance Rishwain. 2013 NSU awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. |
• | 2015 NSU Awards: $1,599,986 for Angel Martinez, $320,032 for Thomas George, $460,002 for David Powers, and $400,040 for Constance Rishwain. 2015 NSU awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. |
• | 2015 LTIP Awards: $4,800,037 for Angel Martinez, $960,007 for Thomas George, $1,380,097 for David Powers, and $1,200,058 for Constance Rishwain. The achievement of the performance conditions relating to the 2015 LTIP awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. |
• | Mr. Lafitte's stock award represents a time-based NSU award granted at hire. |
(2) | The amounts in this column reflect the amount of the cash bonuses paid to the Named Executive Officers under the Annual Cash Incentive Plan, which is discussed in further detail under the heading "Annual Cash Incentive Compensation" above. For FY 2015, the final annual cash incentive plan compensation was multiplied by 1.25 to address the change in fiscal year from December 31 to March 31. There was no separate annual incentive plan compensation paid out in 2014T. |
(3) | The amounts in this column reflect our Company's 401(k) matching contributions and life insurance premiums paid for the benefit of the Named Executive Officers. |
(4) | Mr. Powers joined our Company in August 2012 and was not an NEO for fiscal year 2012. |
(5) | Mr. Lafitte joined our Company in February 2015. The bonus amount reflects a one-time cash sign on bonus paid at hire. |
(6) | On July 31, 2015, Ms. Rishwain stepped down from her position. Refer to the section of this Proxy Statement titled "Separation of Employment with Constance X. Rishwain" for additional information. |
GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2015 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | Grant Date Fair Value of Stock Awards ($)(4) | ||||||||||||||||||||
Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||
Angel R. Martinez | 750,000 | 1,500,000 | 3,000,000 | |||||||||||||||||||
6/27/2014 | 9,299 | 18,598 | 18,598 | 1,599,986 | ||||||||||||||||||
9/18/2014 | 12,238 | 24,475 | 48,950 | 2,400,019 | ||||||||||||||||||
Thomas A. George | 191,250 | 382,500 | 765,000 | |||||||||||||||||||
6/27/2014 | 1,860 | 3,720 | 3,720 | 320,032 | ||||||||||||||||||
9/18/2014 | 2,448 | 4,895 | 9,790 | 480,004 | ||||||||||||||||||
David Powers | 225,000 | 450,000 | 900,000 | |||||||||||||||||||
6/27/2014 | 2,674 | 5,347 | 5,347 | 460,002 | ||||||||||||||||||
9/18/2014 | 3,519 | 7,037 | 14,074 | 690,048 | ||||||||||||||||||
David E. Lafitte (5) | — | — | — | |||||||||||||||||||
2/2/2015 | 13,051 | 13,051 | 13,051 | 899,997 | ||||||||||||||||||
Constance X. Rishwain | 206,250 | 412,500 | 825,000 | |||||||||||||||||||
6/27/2014 | 2,325 | 4,650 | 4,650 | 400,040 | ||||||||||||||||||
9/18/2014 | 3,060 | 6,119 | 12,238 | 600,029 |
(1) | All awards granted on June 27, 2014 were performance-level NSU awards. All awards granted on September 18, 2014 were LTIP awards. The award granted on February 2, 2015 was a time-based NSU award granted upon hire. |
(2) | Refer to the section of this Proxy Statement titled "Annual Cash Incentive Compensation" above for further discussion on actual amounts paid to NEOs pursuant to the 2015 Annual Cash Incentive Plan. |
(3) | Refer to the section of this Proxy Statement titled "Equity Incentive Plan Compensation" above for further discussion on the awards that may be earned by our NEOs. All grants were made under the 2006 Plan. |
(4) | Amounts reported reflect the grant date fair value based upon the probable outcome of the performance conditions. Assuming the highest level of performance condition will be met, the maximum compensation cost to be recognized for awards granted on 9/18/2014 is: $4,800,037 for Angel Martinez, $960,007 for Thomas George, $1,380,096 for David Powers, and $1,200,058 for Constance Rishwain. |
(5) | Mr. Lafitte was not eligible to participate in the 2015 Annual Cash Incentive Plan because he was hired during the fourth quarter of the fiscal year. At hire, Mr. Lafitte received a one-time cash sign-on bonus of $300,000 and a time-based equity incentive award with a grant date fair value of $899,997. |
OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR END |
Stock Appreciation Right Awards (SARs)(1) | Stock Awards (NSUs) | ||||||||||
Name | Number of securities underlying unexercised SARs exercisable (#) | Number of securities underlying unexercised SARs unexerciseable (#) | Number of securities underlying unexercised |