The second pay - for - performance element, school -
based performance awards, gives salary bonuses to all teachers in a school when student achievement school - wide.
Not exact matches
When it came time to reward top executives last year, more leading companies handed out
performance -
based awards instead of time - vesting stock options, according to a new study from human resources consulting firm Mercer.
If Valeant hits $ 150 a share, Papa gets to keep 100 % of the allotted
performance -
based stock
awards, making his total pay balloon to about $ 300 million, or a whopping $ 75 million per year.
We scored Trump and Clinton
based on the
performance of these indicators,
awarding more points for stronger correlations to the candidates» actions.
In 2014, over 97 % of the company's employees received long - term incentive benefits, which are
awarded based on their
performance.
The company also offers an equity
awards program with regular stock options,
performance -
based stock options, and RSUs.
The Wells Fargo board
awarded the bank's top five executives $ 43.7 million in discretionary bonuses this year, so — called «
performance based» pay.
Gorman's compensation jumped to $ 16 million last year, according to the bank's annual proxy statement - up from $ 12 million the year before - plus an additional $ 6.5 million in long - term incentive
awards based on
performance targets.
Based on
performance assessments, the CEO attends a meeting of the Compensation Committee held for the purpose of considering the individual executives» annual compensation and recommends the
base salary and any incentive bonus
awards or long - term incentive
awards, if applicable, for each of the executive officers, including the named executive officers.
The Plan permits grants of the following types of incentive
awards subject to such terms and conditions as the Leadership Development and Compensation Committee shall determine, consistent with the terms of the Plan: (1) stock options, including stock options intended to qualify as ISOs, (2) other stock -
based awards, including in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units,
performance shares, deferred share units or share - denominated
performance units, and (3) cash
awards.
The plan administrator may
award stock grants with time -
based vesting or vesting upon satisfaction of
performance goals and / or other conditions.
At Mr. Cook's request, the 2011 RSU
Award was modified in 2013 to put more than $ 123 million of the original grant date fair value of the award at risk, based on Apple's Relative TSR perform
Award was modified in 2013 to put more than $ 123 million of the original grant date fair value of the
award at risk, based on Apple's Relative TSR perform
award at risk,
based on Apple's Relative TSR
performance.
The
performance goals upon which the payment or vesting of any Incentive Award (other than Options and stock appreciation rights) that is intended to qualify as Performance - Based Compensation depends shall relate to one or more of the following Performance Measures: market price of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return
performance goals upon which the payment or vesting of any Incentive
Award (other than Options and stock appreciation rights) that is intended to qualify as
Performance - Based Compensation depends shall relate to one or more of the following Performance Measures: market price of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return
Performance -
Based Compensation depends shall relate to one or more of the following
Performance Measures: market price of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return
Performance Measures: market price of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on invested
The primary elements of each named executive officer's total compensation shown in the table are
base salary, an annual cash incentive, and long - term equity
awards consisting of time -
based and
performance -
based RSUs.
Subject to the terms and conditions set forth in the Plan, incentive
awards may be settled in cash or shares of Class C capital stock and may be subject to
performance -
based and / or service -
based conditions.
Under the terms of the LTICP, in addition to or in lieu of stock options, we may
award, and have
awarded in selected situations for retention purposes or to address other competitive pressures, other types of equity -
based long - term compensation, including restricted stock, RSRs, stock
awards, stock appreciation rights,
performance shares, or
performance units.
Also, if a majority of the Board is comprised of persons other than (i) persons for whose election proxies were solicited by the Board; or (ii) persons who were appointed by the Board to fill vacancies caused by death or resignation or to fill newly - created directorships («Board Change»), unless the Committee or Board determines otherwise prior to such Board Change, then participants immediately prior to the Board Change who cease to be employees or non-employee directors within six months after such Board Change for any reason other than death or permanent disability generally have their (i) options and stock appreciation rights become immediately exercisable and to the extent not canceled or cashed out, generally have at least six months to exercise such
awards; (ii) restrictions with respect to restricted stock and RSRs lapse and generally shares are delivered; and (iii)
performance shares and
performance units pay out pro rata
based on
performance through the end of the last calendar quarter before the time the participant ceased to be an employee.
As of March 31, 2018, equity
awards outstanding under Salesforce equity plans were approximately: 24,905,926 stock options, no unvested restricted shares, 23,871,234 restricted stock units and 806,427
performance -
based restricted stock units.
These new rules are effective starting in 2018 for us, except that certain equity
awards (such as stock options) that we granted on or before November 2, 2017, might still be able qualify as
performance -
based compensation.
For example, in order to meet all 12 market capitalization milestones, Tesla will have to add approximately $ 600 billion to its market capitalization at the time of the grant of the 2018 CEO
Performance Award, and in order to satisfy all eight revenue -
based operational milestones, Tesla would have to increase revenue by more than $ 163 billion from its 2017 annual revenue of approximately $ 11.8 billion.
As discussed in the CD&A under «Compensation Components» and «Achieving Compensation Objectives — Pay for
Performance,» we have provided incentive compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockho
Performance,» we have provided incentive compensation in the form of an annual cash incentive
award based on Company, business line and individual qualitative
performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockho
performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockholder value.
Our Bonus Plan allows our compensation committee to provide incentive
awards (payable in cash or grants of equity
awards) to selected employees, including our named executive officers,
based upon
performance goals established by our compensation committee.
This same mix of
performance -
based and time -
based awards has been granted by the Committee for the past several years and reflects HP's primary emphasis on
performance driven compensation, with the time -
based awards providing a measure of retention value, which is also an important component of the overall executive compensation arrangement.
Mr. Apotheker was granted a long - term incentive
award consisting of 76,000 shares of time -
based restricted stock vesting in equal amounts annually over a two - year period, 304,000 PRUs for the two - year
performance period extending from
Performance -
based restricted units («PRUs») were first
awarded to eligible employees in fiscal 2008.
Qualified
Performance Based Awards.
The 2008 Plan permits the granting of incentive stock options, nonqualified stock options, shares of restricted stock, restricted stock units, stock appreciation rights, phantom stock,
performance shares, deferred share units and share - denominated
performance units, and other stock -
based awards.
Except for those executives who have an employment agreement that expressly provides for payment of an
Award under the Bonus Plan in limited circumstances, in the event a participant's employment is terminated for any reason prior to the date of payment of an
Award under the Bonus Plan, such participant will not be entitled to any bonus under the Bonus Plan, provided that in the event that a participant's employment terminates during the
performance period due to (i) death or (ii) disability, the Committee may, at its sole discretion, authorize the Company to pay, on a prorated
basis, an
Award determined in accordance with the terms and conditions of Bonus Plan.
The proposed 2015 Stock Incentive Plan would amend, restate and rename the 2010 Stock Incentive Plan and would include additional criteria by which
performance -
based awards of cash or stock may be measured, and would otherwise amend the 2010 Stock Incentive Plan as described below.
As in 2010, the HRC
awarded named executives a combination of compensation composed of a high percentage of
performance -
based pay, predominantly in long - term equity compensation.
Shkreli was
awarded substantial compensation by the Company during the period of his disloyalty including, but not limited to: substantial cash compensation, 1,605,570 shares of Retrophin stock, a grant of 1,080,000 time
based options to purchase Retrophin stock (the «December 2013 Option Agreement «-RRB- and a grant of 400,000 options (half time
based and half
performance based) to purchase shares of Retrophin stock (the «February 2014 Option Agreement»).
Qualified
Performance - Based Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Re
Performance -
Based Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
Based Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
Award is an
award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
award consisting of an option, restricted stock, restricted stock unit, stock appreciation right,
performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Re
performance unit or Shares that is intended to provide «qualified
performance - based compensation» within the meaning of Section 162 (m) of the Internal Re
performance -
based compensation» within the meaning of Section 162 (m) of the Internal Revenue
based compensation» within the meaning of Section 162 (m) of the Internal Revenue Code.
Within 90 days after the start of each
performance period (and in any case before 25 % of the
performance period has elapsed), the Committee determines (i) who will participate in the Bonus Plan for that
performance period, (ii)
performance goals and objectives for such
performance period, (iii) the target
Award for each participant, expressed as a specified dollar amount or percentage of a participant's
base salary), and (iv) the schedules or other objective methods for determining the actual
Award a participant has earned in respect of such
performance period.
It is the intent of the Company that Options and stock appreciation rights granted to Covered Employees and other Incentive
Awards designated as Incentive
Awards to Covered Employees subject to Section 8 shall constitute qualified «
performance -
based compensation» within the meaning of Code Section 162 (m) and regulations thereunder, unless otherwise determined by the Committee at the time of allocation of an Incentive
Award.
Stock options and stock appreciation rights with respect to no more than 8,000,000 shares of our common stock may be granted to any one individual in any one calendar year and the maximum «
performance -
based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash -
based awards.
The company's three - year
performance awards going forward are
based on both EPS and free cash flow per share.
Last year, Kotick ended up getting about $ 22 million in
performance -
based cash and stock
awards, about the same as the prior year, even as net income dropped 17 percent.
on a pro forma
basis, giving effect to (i) the automatic conversion of all of our outstanding shares of convertible preferred stock other than Series FP preferred stock into shares of Class B common stock and the conversion of Series FP preferred stock into shares of Class C common stock in connection with our initial public offering, (ii) stock -
based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a
performance condition for which the service -
based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with a qualifying initial public offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations,
based on $ 16.33 per share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue shares of Class A common stock and Class B common stock on a net
basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A common stock and 5.5 million shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO
award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our outstanding shares of convertible preferred stock other than Series FP preferred stock into shares of Class B common stock and the conversion of Series FP preferred stock into shares of Class C common stock in connection with our initial public offering, (ii) stock -
based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a
performance condition for which the service -
based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with this offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations,
based on $ 16.33 per share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue shares of Class A common stock and Class B common stock on a net
basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A common stock and 5.5 million shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO
award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
With respect to
Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant's status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and / or Stock Appreciation Rights as to all of the Shares underlying such
Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to
Awards with
performance -
based vesting, all
performance goals or other vesting criteria will be deemed achieved at one hundred percent (100 %) of target levels and all other terms and conditions met.
The 2016 Plan has been designed to permit the administrator to grant certain
awards in its discretion that qualify as
performance -
based for purposes of satisfying the conditions of Section 162 (m), thereby permitting us to receive a federal income tax deduction in connection with such
awards.
To permit eligible compensation to qualify as «
performance -
based compensation» under Section 162 (m) of the Code, the HRC Committee sets the overall funding target for the «umbrella» structure for the annual bonuses, and sets
performance goals for annual bonuses and equity
awards within the first 90 days of the fiscal year.
Our 2015 Omnibus Incentive Plan authorizes the
award of stock options, stock appreciation rights, restricted stock,
performance awards, other cash -
based awards and other stock -
based awards.
The HRC also considered each of the named executive's
base salary and annual incentive compensation target in connection with the value of the
Performance Share
awards to set total fixed and target variable compensation for the named executives between the estimated median and 75th percentile of the Labor Market Peer Group.
For PARSUs
awarded in fiscal 2014, amounts shown reflect the grant date fair value of the PARSUs for the two - and three - year
performance periods beginning with fiscal 2014
based on the probable outcome of
performance conditions related to these PARSUs at the grant date.
The
Performance Share
awards are scheduled to vest in the third quarter of 2013
based on the Company's RORCE relative to the Financial
Performance Peer Group, with the final number of earned and vested
Performance Shares subject to adjustment upward (to a maximum of 150 % of the original target number granted) or downward to zero.
The high proportion of
performance -
based awards reflects HP Co.'s pay - for -
performance philosophy.
These
awards were judged solely on the
basis of entrants» submissions and their response to a number of specific questions, which had to be answered focusing on the client experience, not quantitative
performance metrics.
Long - term stock
awards are given in the form of time
based RSUs and
performance based RSUs.
Forms of compensation that do not qualify is any compensation that incentivizes the advisor to make the specific recommendation — like trips,
awards programs, productions bonuses, and marketing dollars
based on production or
performance.