Don't accept equity - only
compensation plans as an employee of a startup.
Poughkeepsie, NY... As part of continuing efforts to offer shared services, deliver greater efficiencies and overall reduce the cost of government, Dutchess County Executive Marcus J. Molinaro is expanding the opportunity for Dutchess County municipalities and public agencies to participate in the County's Self - insured Worker's
Compensation Plan as a way to reduce premium costs.
Not exact matches
This summer, Clinton released details of that
plan, which would include tax credits up to two years for businesses that include profit sharing
as part of their employee
compensation.
Because of the way Tillerson's
compensation is being dispensed, he will give up about $ 7 million compared with what he would have been paid if he retired in March
as planned before Trump announced his cabinet nomination.
Morgan Stanley is hoping that a drastic cut in this kind of
compensation will spur brokers to sell more products, such
as mutual funds, loans and financial
planning services, to those clients, according to several Morgan Stanley advisers.
As we begin a new year, many business owners will consider revamping or creating a new sales
compensation plan.
Sky - high CEO
compensation emerged
as an issue again in 2015, after say - on - pay votes resulted in shareholders rejecting proposed
compensation plans at both CIBC and Barrick Gold.
«The last thing you'd want to happen,» Cummins says, «is that your heirs — just
as they're trying to cope with learning how to run their newly inherited business — would find themselves unable to attract or retain key managers because your
compensation and benefits
plans aren't good enough.»
* Do you have
compensation and benefits
plans designed to attract and keep first - rate executives
as key managers?
As the owner of more than 90 % of voting stock at the company, Adderley has control over the election of the company's board directors, its advisory Say on Pay vote, and, at the coming May annual meeting, to renew the Kelly's short and long - term
compensation plans.
The rule is intended to discourage brokers and other financial professionals from putting retirement -
plan assets into products that pay high commissions or profit - sharing
compensation to the brokers — a practice that's currently legal
as long
as the investments can be portrayed
as «suitable» for the customer.
We also conduct a culture audit to review each company's benefits and people programs, such
as health insurance, training and development,
compensation, paid time off, retirement
plans, and philanthropic efforts.
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
Compensation Committee, consisting entirely of independent directors, is responsible for Apple's compensation and incentive plans and programs, approves all compensation for Apple's executive officers, and acts as the administrative committee for Apple's employee e
Compensation Committee, consisting entirely of independent directors, is responsible for Apple's
compensation and incentive plans and programs, approves all compensation for Apple's executive officers, and acts as the administrative committee for Apple's employee e
compensation and incentive
plans and programs, approves all
compensation for Apple's executive officers, and acts as the administrative committee for Apple's employee e
compensation for Apple's executive officers, and acts
as the administrative committee for Apple's employee equity
plans.
Total direct
compensation does not include the value of a CEO's pension,
as well
as the employer's contribution to share ownership
plans.
We note that, in accordance with Rule 14 (a)-6 (a), Apple was not required to file preliminary proxy materials with the Commission because the matters to be acted on at the meeting are limited to (1) the election of directors, (2) the ratification of accountants, (3) a vote on an advisory resolution to approve executive
compensation, (4) the approval of the
Plan described above, which is a «plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a
Plan described above, which is a «
plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a
plan»
as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a - 8.
As startups grow more professional while staying private longer, they're getting serious about how they structure equity
compensation plans to retain talent.
Consists of shares of Class C capital stock to be issued upon exercise of outstanding stock options and vesting of outstanding GSUs that were distributed
as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following
plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive
Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock
Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive
Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012.
As Chief Financial Officer, Ruth is ineligible to participate in the deferred
compensation plan.
In the absence of an exemption, investment advice fiduciaries would be statutorily prohibited under ERISA and the Code from receiving
compensation as a result of their investment advice, and from engaging in certain other transactions, involving
plan and IRA customers.
As part of our annual
planning process, the CEO, with assistance from external consultants, develops and recommends a
compensation program for all executive officers.
Other than periodic incentive
plans that were historically provided to Mr. McNeill based on the achievement of specific customer - related metrics, including
as set forth under the «Non-Equity Incentive
Plan Compensation» column in «Executive
Compensation — Summary
Compensation Table» below, we do not currently have or have
planned any specific arrangements with our named executive officers providing for cash - based bonus awards.
The
Compensation Committee also considered that the annual cash incentive
plan already incentivizes performance on three key Company - specific financial measures, and the importance of emphasizing holistic Company performance,
as opposed to an isolated metric; the importance of setting a sufficiently difficult target for maximum payout; the benefit of a large and objectively determined performance comparator group; and the overarching goal of an incentive clearly and directly aligned with stockholder interests.
«Non-GAAP Income from Operations» is defined
as our non-GAAP income from operations (revenues less cost of revenues and operating expenses, excluding the impact of stock - based
compensation expense and amortization of acquisition - related intangible assets),
as adjusted to exclude certain acquisitions and not including the impact of amounts payable under the Kokua Bonus
Plan.
(a) Schedule 2.7 (a) of the Disclosure Schedule contains a list setting forth each employee benefit
plan, program, policy or arrangement (including any «employee benefit plan» as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended («ERISA»)(«ERISA Plan»)-RRB-, including, without limitation, employee pension benefit plans, as defined in Section 3 (2) of ERISA, multi-employer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, fringe benefit plans, life, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, sick pay plans and vacation plans or arrangements, whether or not an ERISA Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligat
plan, program, policy or arrangement (including any «employee benefit
plan» as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974, as amended («ERISA»)(«ERISA Plan»)-RRB-, including, without limitation, employee pension benefit plans, as defined in Section 3 (2) of ERISA, multi-employer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, fringe benefit plans, life, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, sick pay plans and vacation plans or arrangements, whether or not an ERISA Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligat
plan»
as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974,
as amended («ERISA»)(«ERISA
Plan»)-RRB-, including, without limitation, employee pension benefit plans, as defined in Section 3 (2) of ERISA, multi-employer plans, as defined in Section 3 (37) of ERISA, employee welfare benefit plans, as defined in Section 3 (1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, fringe benefit plans, life, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, sick pay plans and vacation plans or arrangements, whether or not an ERISA Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligat
Plan»)-RRB-, including, without limitation, employee pension benefit
plans,
as defined in Section 3 (2) of ERISA, multi-employer
plans,
as defined in Section 3 (37) of ERISA, employee welfare benefit
plans,
as defined in Section 3 (1) of ERISA, deferred
compensation plans, stock option
plans, bonus
plans, stock purchase
plans, fringe benefit
plans, life, hospitalization, disability and other insurance
plans, severance or termination pay
plans and policies, sick pay
plans and vacation
plans or arrangements, whether or not an ERISA
Plan (including any funding mechanism therefore now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligat
Plan (including any funding mechanism therefore now in effect or required in the future
as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (i) any current or former employee, director or individual consultant of the Company (collectively, the «Company Employees») has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company or any ERISA Affiliate (
as hereinafter defined) has had, has or may have any actual or contingent present or future liability or obligation.
«Total CEO realized
compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
compensation» for a given year is defined
as (i) Mr. Musk's salary, cash bonuses, non-equity incentive
plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
compensation and all other
compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
compensation as reported in «Executive
Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
Compensation — Summary
Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of s
Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities
as described in (ii) and (iii) above, following the payment of such amounts.
In the event Mr. Block's employment terminates due to his death or disability (
as defined in his offer letter), he or his estate will be entitled to receive the following payments and benefits (less applicable tax withholdings), in addition to any other
compensation and benefits to which he (or his estate) may be entitled under applicable
plans, programs and agreements of the Company:
As described under «Item 4 — Approve the Amended and Restated Long - Term Incentive
Compensation Plan» on page 88 of this proxy statement, the Board is proposing to amend the LTICP to permit grants of equity awards to non-employee directors.
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program
as well
as from Tesla's then -
planned Model X and Model 3 programs, and to further align executive
compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of grant.
The Deferred
Compensation Plan allows a select group of management and highly compensated team members of the Company to defer the receipt of compensation that would otherwise be paid to those team members currently until a future year or years as selected by the
Compensation Plan allows a select group of management and highly compensated team members of the Company to defer the receipt of
compensation that would otherwise be paid to those team members currently until a future year or years as selected by the
compensation that would otherwise be paid to those team members currently until a future year or years
as selected by the team member.
This
plan allows participants to defer receipt of salary and certain other
compensation until a future year or years
as selected by the participants subject to the terms of the
plan.
An «Employer Sponsored Retirement
Plan» is a Qualified Retirement
Plan, ERISA covered 403 (b) and certain non-qualified deferred
compensation arrangements that operate in a similar manner to a Qualified Retirement
Plan, such
as 457
plans and executive deferred
compensation arrangements, but not including employer sponsored IRAs.
Under the Bonus
Plan, our
compensation committee, in its sole discretion, determines the performance goals applicable to awards, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, and individual objectives such
as MBOs, peer reviews, or other subjective or objective criteria.
In connection with the filing of its preliminary proxy materials, Wells Fargo also filed with the Commission
as supplemental information a copy of Wells Fargo's Long - Term Incentive
Compensation Plan (the LTICP),
as proposed to be amended at the 2009 annual meeting pursuant to Instruction 3 to Item 10 (c) of Schedule 14A.
The
plan was in effect at December 31, 2008, only
as to the payment of vested but deferred
compensation.
The following table provides information on awards granted under the PfR
Plan for fiscal 2010 and awards of PRUs and awards of restricted stock units («RSUs») granted
as part of fiscal 2010 long - term incentive
compensation:
Our
compensation committee adopted an Executive Incentive Compensation Plan, which we refer to as our
compensation committee adopted an Executive Incentive
Compensation Plan, which we refer to as our
Compensation Plan, which we refer to
as our Bonus
Plan.
The Wells Fargo Deferred
Compensation Plan allows certain members of management and highly compensated team members to defer the receipt of compensation that would otherwise be paid to them currently until a future year or years as selected by the
Compensation Plan allows certain members of management and highly compensated team members to defer the receipt of
compensation that would otherwise be paid to them currently until a future year or years as selected by the
compensation that would otherwise be paid to them currently until a future year or years
as selected by the team member.
As you can see from the example below, for 2016 a self - employed business owner who is age 50 with $ 100,000 in
compensation may save up to $ 23,000 more with a Self - Employed 401 (k) than with a SEP - IRA or Profit Sharing
Plan.
Stockholders should review the information in the Summary
Compensation Table and the Grants of
Plan - Based Awards table,
as well
as the additional tables that follow, in conjunction with our CD&A.
The Executive Deferred
Compensation Plan I and Executive Deferred
Compensation Plan II were frozen
as of December 31, 2001.
The following benefits are not subject to the HP Severance Policy, either because they have been previously earned or accrued by the employee or because they are consistent with Company Practices: (i)
compensation and benefits earned, accrued, deferred or otherwise provided for employment services rendered on or prior to the date of termination of employment pursuant to bonus, retirement, deferred
compensation or other benefit
plans, e.g., 401 (k)
plan distributions, payments pursuant to retirement
plans, distributions under deferred
compensation plans or payments for accrued benefits such
as unused vacation days, and any amounts earned with respect to such
compensation and benefits in accordance with the terms of the applicable
plan; (ii) payments of prorated portions of bonuses or prorated long - term incentive payments that are consistent with Company Practices; (iii) acceleration of the vesting of stock options, stock appreciation rights, restricted stock, restricted stock units or long - term cash incentives that is consistent with Company Practices; (iv) payments or benefits required to be provided by law; and (v) benefits and perquisites provided in accordance with the terms of any benefit
plan, program or arrangement sponsored by HP or its affiliates that are consistent with Company Practices.
The affirmative vote of the holders of a majority of the Shares present in person or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for: (i) the ratification of the appointment of E&Y
as Walmart's independent accountants for fiscal 2014; (ii) the adoption of a non-binding advisory resolution to approve the
compensation of the company's NEOs; (iii) the approval of the Management Incentive
Plan,
as amended; and (iv) the adoption of each of the shareholder proposals.
The amounts in this column represent above - market interest earned on director
compensation deferred to an interest - credited account under the Director Compensation Deferral Plan, as elected by t
compensation deferred to an interest - credited account under the Director
Compensation Deferral Plan, as elected by t
Compensation Deferral
Plan,
as elected by the director.
Unless you indicate otherwise, the persons named
as proxies on the proxy card will vote your Shares: FOR the election of each of the nominees for director named in this proxy statement; FOR the ratification of E&Y
as Walmart's independent accountants for fiscal 2014; FOR the non-binding advisory resolution to approve the
compensation of the company's NEOs; FOR the approval of the Management Incentive
Plan,
as amended; and AGAINST each of the shareholder proposals appearing in this proxy statement.
Furthermore, the rules governing companies listed on the NYSE and incorporated under Delaware law require us to submit certain matters to a vote of shareholders for approval, such
as mergers, large share issuances or similar transactions, and the approval of equity - based
compensation plans.
The
compensation committee is responsible for developing, reviewing and adhering to our
compensation philosophy and program,
as well
as reviewing and making recommendations to the Board with respect to our employee benefit
plans,
compensation and equity - based
plans and
compensation of directors.
At any meeting at which a quorum has been established, the affirmative vote of the holders of a majority of the Shares present in person or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for: (i) the ratification of the appointment of EY
as Walmart's independent accountants for fiscal 2016; (ii) the adoption of a non-binding advisory resolution to approve the
compensation of the company's NEOs; (iii) the approval of the Stock Incentive
Plan of 2015; and (iv) the adoption of each of the shareholder proposals.
The amounts in this column represent participation incentive payments under the Officer Deferred
Compensation Plan («ODCP»), matching contributions to the Deferred
Compensation Matching
Plan («DCMP»), and contributions to the SERP,
as follows:
The
compensation earned by our NEOs for fiscal 2013 shows that our incentive
plans are working
as designed.