Page 12 - Proxy Statement - 2020
P. 12
Our Compensation Approach
A substantial portion of compensation paid to our named executive officers (NEOs) is variable and performance-based. We use the 50th
percentile of our peer group as a reference point when determining target compensation, but target pay is set based on a variety of
factors and actual pay realized by our NEOs is dependent on our financial, operational and other related performance. Based on our
record levels of performance in 2019, variable compensation payable under both our short-term and long-term incentive plans
exceeded the target amounts established for each NEO, which is consistent with our pay-for-performance philosophy. All
compensation paid to our CEO and other NEOs in 2019 was performance-based other than base salary: approximately 87%
of our CEO’s compensation was performance-based and 74% of our other NEOs’ compensation was performance based.*
CEO COMPENSATION OTHER NEO COMPENSATION
21 %
29 %
34 % PSUs 33 % PSUs
Bonus Bonus
Performance-Based
13 % 26 %
Base Performance-Based Base
24 % Salary 20 % Salary
RSUs RSUs
* Based on grant date value of Performance Share Units (PSUs) and Restricted Stock Units (RSUs).
Will any other matters be presented at the Annual Meeting?
At the time this proxy statement was filed with the Securities and Exchange Commission (SEC), the Board of Directors was not aware
that any matters not referred to herein would be presented for action at the Annual Meeting. If any other matters properly come before
the meeting, it is intended that the persons named in the enclosed proxy will vote the shares represented by proxies on such matters in
accordance with the recommendation of the Board, or, if no recommendation is given, in their own discretion. It is also intended that
discretionary authority will be exercised with respect to the vote on any matters incident to the conduct of the meeting.
What are the Board’s recommendations?
Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance
with the recommendations of the Board. The Board’s recommendation, as well as a description of each proposal, is set forth in this
proxy statement. The Board recommends a vote:
• FOR the election of each of the Director Nominees;
• FOR the ratification of the selection of PricewaterhouseCoopers LLP as independent auditors; and
• FOR the approval, on a non-binding advisory basis, of the compensation of our NEOs as described in this proxy statement.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein.
The forward-looking statements contained herein are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-
looking statements are based on the beliefs and assumptions of our management and on currently available information. A detailed discussion of risks and
uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our annual report on Form
10-K for the fiscal year ended December 31, 2019. We undertake no responsibility to publicly update or revise any forward-looking statement other thanas
required by law.
8 2020 PROXY STATEMENT
