UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. )
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Avis Budget Group, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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AVIS BUDGET GROUP, INC. 6 Sylvan Way Parsippany, New Jersey 07054 |
March 28, 2014 |
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Avis Budget Group, Inc., which will be held at the DoubleTree by Hilton Downtown WilmingtonLegal District, 700 N. King Street, Wilmington, Delaware 19801 on Friday, May 23, 2014, at 11:00 a.m., Eastern Time. We look forward to greeting as many of our stockholders as possible.
This booklet includes the Notice of Annual Meeting and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other information concerning our company of which you should be aware when you vote your shares.
We are pleased to again utilize the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to stockholders on the Internet. We are continuing the use of this method with a portion of our stockholders. We believe this process provides convenient and quick access to the needed information while reducing the environmental impact of our annual meeting and costs of printing and mailing full sets of proxy materials.
Your vote is important to us. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting.
On behalf of the Board of Directors and the employees of Avis Budget Group, Inc., I would like to thank you for being a stockholder and express my appreciation for your ongoing support of our company.
Sincerely,
Ronald L. Nelson
Chairman of the Board and
Chief Executive Officer
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Avis Budget Group, Inc. (the Company) will be held on Friday, May 23, 2014, at 11:00 a.m. Eastern Time, at the DoubleTree by Hilton Downtown WilmingtonLegal District, 700 N. King Street, Wilmington, Delaware 19801 (the Meeting), to consider and vote upon the following matters:
1. | To elect as directors the ten nominees named in the accompanying proxy statement for a one-year term expiring in 2015 and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. |
2. | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2014. |
3. | To provide advisory approval of the compensation of our named executive officers. |
4. | To approve the Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan. |
5. | To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. |
The Board of Directors has fixed the close of business on March 27, 2014 as the record date for the Meeting. Only stockholders of record at that time are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Meeting will be available for examination by any stockholder, for any purpose germane to the Meeting, at the Meeting and for ten days prior to the Meeting during ordinary business hours at 6 Sylvan Way, Parsippany, New Jersey 07054, the Companys principal place of business.
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on May 23, 2014
The Companys Proxy Statement on Schedule 14A,
form of proxy card and 2013 Annual Report on Form 10-K
are available at:
www.edocumentview.com/CAR
By Order of the Board of Directors
Jean M. Sera
Corporate Secretary
Dated: March 28, 2014
PROXY STATEMENT |
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Proposal No. 3: Advisory Approval of the Compensation of Our Named Executive Officers |
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ANNEX A Proposed Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan |
A-1 |
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement carefully before voting.
Annual Meeting of Stockholders
Date and Time |
May 23, 2014, 11:00 a.m., Eastern Time | |
Place |
DoubleTree by Hilton Downtown WilmingtonLegal District 700 N. King Street Wilmington, Delaware 19801 | |
Record Date |
March 27, 2014 |
Voting Matters and Vote Recommendations
Voting Matters | Proposal No. |
Our Boards Vote Recommendation | ||
Election of Directors (page 43) |
1 | FOR all ten director nominees | ||
Ratification of Appointment of Auditors (pages 44-45) |
2 | FOR | ||
Advisory Approval of the Compensation of our Named Executive Officers (page 46) |
3 | FOR | ||
Approval of the Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan (pages 47-53) |
4 | FOR |
Corporate Governance Highlights
Executive Compensation
See Executive Compensation for more information.
2013 Company Performance
We had a successful 2013. We made continued progress on our strategic plan and achieved an 8% increase in revenue. Our stock price performance has made us a top performing U.S. stock, reflecting the Companys solid operating and financial performance over the past several years, as illustrated below:
2014 Proxy Statement | i |
2014 PROXY SUMMARY |
2013 Compensation
Our named executive officers (NEOs) received total compensation for 2013 as set forth below. Compensation paid to our Chief Executive Officer (CEO) in 2013 was consistent with 2012 levels, reflecting strong performance in both years. The Committee approved increases to components of compensation paid to our other NEOs, including salary, based on a number of factors, including expanded responsibilities assumed by such officers following recent acquisitions. Aggregate compensation, as presented in the Summary Compensation Table below under Executive Compensation, for all such officers, however, appears to have decreased due to special three-year performance incentive awards granted to such officers in 2012.
Summary Compensation Table Totals
NEO | 2013 | 2012 | ||||||
Chief Executive Officer |
$ | 7.28 million | $ | 7.25 million | ||||
Chief Financial Officer |
$ | 2.83 million | $ | 4.39 million | ||||
President, North America |
$ | 2.85 million | $ | 4.52 million | ||||
President, Europe, Middle East and Africa* |
$ | 4.83 million | $ | 4.51 million | ||||
President, Latin America/Asia-Pacific |
$ | 2.19 million | $ | 3.20 million |
* | Includes, for 2013, $1.6 million of expatriate tax reimbursement in connection with the assignment of our President, EMEA to the United Kingdom. |
As in prior years, compensation* for our NEOs in 2013 was significantly performance-based, as illustrated below:
* | Pay mix reflects values as disclosed in the Summary Compensation Table, excluding Other Compensation, which constituted 5% or less of total compensation for all our NEOs other than our President, EMEA, who received expatriate and relocation benefits in 2013, including expatriate tax reimbursement. LTI is defined as long-term incentive. |
ii | 2014 Proxy Statement |
What items will I be voting on and what are the Boards voting recommendations?
Proposal | Boards Voting Recommendation | |
No. 1: Election of Directors (see page 43) |
FOR each nominee | |
No. 2: Ratification of Appointment of Auditors (see pages 44-45) |
FOR | |
No. 3: Advisory Approval of the Compensation of our Named Executive Officers (see page 46) |
FOR | |
No. 4: Approval of the Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan (see pages 47-53) |
FOR |
2014 Proxy Statement | 1 |
ABOUT THE ANNUAL MEETING |
How many votes are required to elect directors and adopt the other proposals?
Proposal | Vote Requirement | Impact of Abstentions | ||
No. 1: Election of Directors |
Uncontested Election: Directors are elected by a majority of votes cast (number of votes cast for each nominee must exceed the number of votes cast against that nominee)
Contested Election: Plurality of shares present, in person or by proxy, and entitled to vote |
Not counted as votes cast for or against and will have no effect on the outcome | ||
No. 2: Ratification of Appointment of Auditors | Majority of shares present, in person or by proxy, and entitled to vote | Counted and will have the same effect as a vote against such proposal | ||
No. 3: Advisory Approval of the Compensation of our Named Executive Officers | Majority of shares present, in person or by proxy, and entitled to vote | Counted and will have the same effect as a vote against such proposal | ||
No. 4: Approval of the Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan | Majority of shares present, in person or by proxy, and entitled to vote | Counted and will have the same effect as a vote against such proposal |
2 | 2014 Proxy Statement |
ABOUT THE ANNUAL MEETING |
2014 Proxy Statement | 3 |
ABOUT THE ANNUAL MEETING |
4 | 2014 Proxy Statement |
Biographical Information for Nominees
2014 Proxy Statement | 5 |
CORPORATE GOVERNANCE |
6 | 2014 Proxy Statement |
CORPORATE GOVERNANCE |
2014 Proxy Statement | 7 |
CORPORATE GOVERNANCE |
Functions and Meetings of the Board of Directors
8 | 2014 Proxy Statement |
CORPORATE GOVERNANCE |
2014 Proxy Statement | 9 |
CORPORATE GOVERNANCE |
Risk Management and Risk Assessment
Management is responsible for assessing risk and for day-to-day risk management activities. The Board executes its oversight responsibility for risk assessment and risk management, acting directly and through its Committees, as follows:
Board/Committee | Responsibility/Role | |
Audit Committee |
Assists in the Boards oversight of the Companys:
major financial risk exposures and the steps management has undertaken to control such risks; and
compliance with legal and regulatory requirements. | |
Compensation Committee |
Oversees risks associated with its respective area of responsibility, including, among other things, risks associated with our compensation policies and practices with respect to executive compensation. | |
Corporate Governance Committee |
Oversees risks associated with its respective area of responsibility, including corporate governance. | |
Full Board |
Receives reports from the Committees, which are provided at every regular Board meeting.
Considers specific risk topics.
Receives regular reports from members of senior management that include discussion of the risks and exposures involved in their respective areas of responsibility. Such reports are provided in connection with and discussed at Board meetings. |
10 | 2014 Proxy Statement |
CORPORATE GOVERNANCE |
Committees of the Board of Directors
The standing committees of the Board include: the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Executive Committee.
Name | Audit | Compensation | Corporate Governance |
Executive | ||||
Alun Cathcart |
||||||||
Mary C. Choksi |
ü | ü | ||||||
Leonard S. Coleman |
ü | Chair | ||||||
Jeffrey H. Fox |
||||||||
John D. Hardy, Jr. |
Chair | |||||||
Lynn Krominga |
ü | ü | ||||||
Eduardo G. Mestre |
ü | |||||||
Ronald L. Nelson |
Chair | |||||||
F. Robert Salerno |
ü | |||||||
Stender E. Sweeney |
Chair | ü | ||||||
Committee Meetings Held in 2013 |
8 | 6 | 4 | * |
* | The Executive Committee acted solely by unanimous consent in 2013. |
2014 Proxy Statement | 11 |
CORPORATE GOVERNANCE |
12 | 2014 Proxy Statement |
CORPORATE GOVERNANCE |
2014 Proxy Statement | 13 |
CORPORATE GOVERNANCE |
14 | 2014 Proxy Statement |
BENEFICIAL OWNERS
The following table sets forth information regarding beneficial ownership of shares of Common Stock as of March 1, 2014, by (i) each person who is known by us to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each of the Companys directors and each of its named executive officers (NEOs), and (iii) all of the Companys directors and current executive officers, as a group.
Name of Beneficial Owner | Total Amount of Shares Beneficially Owned(1) |
Percent of Stock Owned(2) |
Of the Total Number of Shares Beneficially Owned, Shares which May be Acquired within 60 Days(3) |
|||||||||
Principal Stockholders:** |
||||||||||||
Iridian Asset Management LLC 276 Post Road West Westport, CT 06880(4) |
10,004,144 | 9.4 | % | | ||||||||
SRS Investment Management, LLC(5) 1 Bryant Park, 39th Floor New York, NY 10036 |
10,000,000 | 9.4 | % | | ||||||||
Dimensional Fund Advisors LP(6) Palisades West, Building One 6300 Bee Cave Road, Austin, TX 78746 |
7,572,938 | 7.1 | % | | ||||||||
Columbia Wanger Asset Management, L.P.(7) 227 West Monroe Street, Suite 3000 Chicago, IL 60606 |
6,666,050 | 6.2 | % | | ||||||||
Blue Ridge Capital, L.L.C.(8) 660 Madison Avenue, 20th Floor New York, NY 10065-8405 |
6,650,000 | 6.2 | % | | ||||||||
Vanguard Group, Inc.(9) 100 Vanguard Blvd. Malvern, PA 19355 |
5,733,072 | 5.4 | % | | ||||||||
Directors and Named Executive Officers(10)(11): |
||||||||||||
Ronald L. Nelson |
1,249,931 | 1.2 | % | 553,000 | ||||||||
Alun Cathcart |
15,047 | * | 15,047 | |||||||||
Mary C. Choksi |
53,829 | * | 19,729 | |||||||||
Leonard S. Coleman |
48,853 | * | 22,353 | |||||||||
Jeffrey Fox |
1,736 | * | 1,736 | |||||||||
John D. Hardy, Jr. |
19,186 | * | 19,186 | |||||||||
Lynn Krominga |
20,021 | * | 15,967 | |||||||||
Eduardo Mestre |
26,919 | * | 21,919 | |||||||||
F. Robert Salerno |
28,898 | * | 9,181 | |||||||||
Stender E. Sweeney |
34,032 | * | 34,032 | |||||||||
Larry D. De Shon |
150,806 | * | 0 | |||||||||
Thomas M. Gartland |
80,649 | * | 0 | |||||||||
Patric T. Siniscalchi |
81,881 | * | 6,700 | |||||||||
David B. Wyshner |
176,857 | * | 85,604 | |||||||||
All Directors and Executive Officers as a group (18 persons) |
2,176,254 | (12) | 2.0 | % | 895,954 | (13) |
2014 Proxy Statement | 15 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |
* | Amount represents less than 1% of outstanding Common Stock. |
** | Information is based upon the assumption that there was no change in the beneficial ownership of such shares of Common Stock from the publicly filed information through March 1, 2014. |
(1) | Shares beneficially owned include (i) direct and indirect ownership of shares, (ii) vested stock option awards, and (iii) stock option awards that may become vested, and restricted stock units that may be settled, within 60 days of March 1, 2014. |
(2) | Based on 106,753,482 shares of Common Stock outstanding on March 1, 2014. |
(3) | Includes (i) vested stock option awards and (ii) stock option awards that may become vested, and restricted stock units that may be settled, within 60 days of March 1, 2014. |
(4) | Reflects beneficial ownership of 10,004,144 shares of Common Stock by Iridian Asset Management LLC, David L. Cohen and Harold J. Levy, as derived solely from information reported in a Schedule 13G under the Exchange Act, filed with the SEC on February 4, 2014. Such Schedule 13G indicates that Iridian Asset Management LLC, David L. Cohen and Harold J. Levy have shared voting and dispositive power over the shares of Common Stock. |
(5) | Reflects beneficial ownership of 10,000,000 shares of Common Stock by SRS Investment Management, LLC (SRS) and Karthik R. Sarma, as derived solely from information reported in a Schedule 13G under the Exchange Act, filed with the SEC on February 14, 2013. Such Schedule 13G indicates that SRS and Mr. Sarma share voting and dispositive power over the shares of Common Stock. |
(6) | Reflects beneficial ownership of 7,572,938 shares of Common Stock by Dimensional Fund Advisors LP, as derived solely from information reported in a Schedule 13G under the Exchange Act, filed with the SEC on February 10, 2014. Such Schedule 13G indicates that Dimensional Fund Advisors LP has sole voting power over 7,461,926 shares of Common Stock and sole dispositive power over 7,572,938 shares of Common Stock. |
(7) | Reflects beneficial ownership of 6,666,050 shares of Common Stock by Columbia Wanger Asset Management, LLC (CWAM), as derived solely from information reported in a Schedule 13G under the Exchange Act, filed with the SEC on February 6, 2014. Such Schedule 13G indicates that CWAM has sole voting power over 6,348,050 and sole dispositive power over 6,666,050 shares of Common Stock. |
(8) | Reflects beneficial ownership of 6,650,000 shares of Common Stock by Blue Ridge Capital, L.L.C. (BRC), as derived solely from information reported in a Schedule 13G under the Exchange Act, filed with the SEC on February 14, 2014. Such Schedule 13G indicates that BRC and John A. Griffin have shared voting and dispositive power over 6,650,000 shares of Common Stock, Blue Ridge Limited Partnership has shared voting and dispositive power over 4,313,700 shares of Common Stock, and Blue Ridge Offshore Master Limited Partnership has shared voting and dispositive power over 2,336,300 shares of Common Stock. |
(9) | Reflects beneficial ownership of 5,733,072 shares of Common Stock by The Vanguard Group, Inc., as derived solely from information reported in a Schedule 13G under the Exchange Act, filed with the SEC on February 6, 2014. Such Schedule 13G indicates that The Vanguard Group, Inc. has sole voting power over 65,793 shares, sole dispositive power over 5,672,979 shares and shared dispositive power over 60,093 shares of Common Stock. |
(10) | Includes shares of Common Stock underlying fully vested but unexercised options, as follows: |
NEO | Shares of Stock Underlying Options | |
Mr. Nelson |
553,000 | |
Mr. Siniscalchi |
6,700 | |
Mr. Wyshner |
85,604 |
(11) | For each non-employee director, (1) includes deferred stock units held under the Non-Employee Directors Deferred Compensation Plan (the Plan), which, pursuant to the terms of the Plan, will be distributed in the form of Common Stock on a one-to-one basis as soon as reasonably practicable following such directors retirement or termination of service from the Board for any reason (Director Shares), and (2) excludes deferred stock units held under the Plan, which pursuant to the terms of the Plan will be distributed seven months following such directors retirement or termination of service from the Board for any reason (Director Deferred Shares), as follows: |
Director | Director Shares |
Director Deferred Shares |
Director | Director Shares |
Director Deferred Shares | |||||
Mr. Cathcart |
15,047 | | Ms. Krominga | 15,967 | 37,939 | |||||
Ms. Choksi |
19,729 | 35,584 | Mr. Mestre | 21,919 | 32,979 | |||||
Mr. Coleman |
22,353 | 45,301 | Mr. Salerno | 9,181 | | |||||
Mr. Fox |
1,736 | | Mr. Sweeney | 34,032 | 32,679 | |||||
Mr. Hardy |
19,186 | 34,889 |
(12) | Excludes 219,371 Director Deferred Shares. |
(13) | Represents 159,150 Director Shares, 604,000 shares of Common Stock underlying fully vested but unexercised options with a strike price of $0.79 and 132,804 shares of Common Stock underlying fully vested but unexercised options with strike prices ranging from $11.53 to $30.04. |
16 | 2014 Proxy Statement |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Companys executive officers and directors, and persons who beneficially own more than ten percent of a registered class of the Companys equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. As a practical matter, the Company assists its directors and executive officers by monitoring transactions and completing and filing Section 16 reports on their behalf. The Company believes that all filings required to be made under Section 16(a) of the Exchange Act during 2013 were timely made.
The present executive officers of the Company are set forth in the table below. All executive officers are appointed at the annual meeting or interim meetings of the Board of Directors. Each executive officer is appointed by the Board of Directors to hold office at the discretion of the Board of Directors and may be removed at any time by the Board of Directors with or without cause.
Name | Offices or Positions To be Held | |
Ronald L. Nelson |
Chief Executive Officer, President and Chief Operating Officer | |
David B. Wyshner |
Senior Executive Vice President and Chief Financial Officer | |
W. Scott Deaver |
Executive Vice President, Chief Strategy and Development Officer | |
Larry D. De Shon |
President, Europe, Middle East and Africa | |
Thomas M. Gartland |
President, North America | |
Patric T. Siniscalchi |
President, Latin America/Asia-Pacific | |
Michael K. Tucker |
Executive Vice President, General Counsel and Chief Compliance Officer | |
Edward P. Linnen |
Senior Vice President, Chief Human Resource Officer | |
Izilda P. Martins |
Senior Vice President and Acting Chief Accounting Officer |
Biographical information for our Chief Executive Officer is set forth above under Board of DirectorsBiographical Information for Nominees. Biographical information for all other present executive officers is set forth below.
Name | Biographical Information | |
David B. Wyshner |
Mr. Wyshner, age 46, has been Chief Financial Officer since August 2006. Mr. Wyshner also held the title of Executive Vice President and Chief Financial Officer from August 2006 through October 2011, when he was promoted to Senior Executive Vice President, and also served as Treasurer from August 2006 to November 2007. Previously, Mr. Wyshner held several key roles within Cendant, starting in 1999, including Executive Vice President and Treasurer of the Company and Vice Chairman of the Travel Services Division, which included the Avis and Budget vehicle rental businesses. Prior to joining the Company, Mr. Wyshner was a Vice President in Merrill Lynch & Co.s investment banking division. | |
W. Scott Deaver |
Mr. Deaver, age 62, has been Executive Vice President, Chief Strategy and Development Officer since September 2012. Previously, Mr. Deaver held several positions with the Company, including as Executive Vice President, Strategy and Pricing and Executive Vice President, Marketing. Mr. Deaver started employment with one of the Companys predecessor companies in 1989. | |
Larry D. De Shon |
Mr. De Shon, age 54, has been President, EMEA since October 2011. Mr. De Shon held the title of Executive Vice President, Operations from October 2006 through October 2011. Prior to joining the Company, Mr. De Shon spent 28 years at United Airlines, starting as a customer service representative and advancing to hold a number of positions of increasing responsibility during his tenure, including as Senior Vice President positions in marketing, on-board service and airport operations. |
2014 Proxy Statement | 17 |
Name | Biographical Information | |
Thomas M. Gartland |
Mr. Gartland, age 56, has been President, North America since October 2011. Mr. Gartland held the title of Executive Vice President of Sales, Marketing & Customer Care from April 2008 through October 2011. Prior to joining the Company, Mr. Gartland was President of JohnsonDiversey, Inc.s North American Region, where he worked for 14 years. Prior thereto, Mr. Gartland was Vice President and Director of National Accounts with Ecolab, Inc., where he also worked for 14 years. | |
Patric T. Siniscalchi |
Mr. Siniscalchi, age 64, has been President, Latin America/Asia-Pacific since October 2011. Mr. Siniscalchi held the title of Executive Vice President, International Operations from August 2006 through October 2011. Mr. Siniscalchi joined Avis in 1971 and advanced to hold a number of positions of increasing responsibility during his tenure, including Senior Vice President, International Operations of Cendants vehicle rental business. | |
Michael K. Tucker |
Mr. Tucker, age 56, has been Executive Vice President, General Counsel and Chief Compliance Officer since April 2010. Prior to joining the Company, Mr. Tucker was in private practice, serving as managing partner at the law firm of Tucker Associates and Of Counsel at the law firm of Lowe & Savage from 2007. Prior thereto, Mr. Tucker was Division General Counsel with Tyco International Ltd. Inc. from 2005. Prior to joining Tyco, Mr. Tucker served in senior legal positions with General Electric Company, including division senior counsel of GE Transportation and senior vice president and general counsel of GE Capital International Services. Prior to joining General Electric, Mr. Tucker was associated with the law firms of Ballard Spahr Andrews & Ingersoll, Bingham Dana LLP, and Csaplar & Bok. | |
Edward P. Linnen |
Mr. Linnen, age 44, has been Senior Vice President, Chief Human Resource Officer since February 2013. Previously, Mr. Linnen held the title of Senior Vice President, HR for North America from October 2011 through February 2013. Mr. Linnen joined the Company in 2001, and served in several positions in the Companys human resources function, including as Vice President of Labor Relations & International HR, Vice President Domestic HR, and Field HR Director. Prior to joining the Company, Mr. Linnen served in various positions within human resources at Kraft Foods Inc. and Nabisco, Inc. | |
Izilda P. Martins |
Ms. Martins, age 42, has been Senior Vice President and Acting Chief Accounting Officer of the Company since February 2013. Previously, she was Vice President and Acting Chief Accounting Officer of the Company since November 2010 and Vice President of Tax from August 2006 to November 2010. Ms. Martins was Director of Tax Planning and Mergers & Acquisitions of Cendant from November 2004 through August 2006. Prior to joining the Company, Ms. Martins was associated with Deloitte & Touche LLP for seven years. |
18 | 2014 Proxy Statement |
Compensation Discussion and Analysis
We refer you to our Annual Report on Form 10-K for the year ended December 31, 2013 for additional information regarding our financial results discussed below. In this proxy statement, we refer to Incentive Adjusted EBITDA, which we define as income from continuing operations before non-vehicle related depreciation and amortization, any impairment charge, early extinguishment of debt costs, non-vehicle related interest, transaction-related costs and income taxes, excluding certain items that we believe are not representative of the results of operations of our business, such as restructuring expense. This non-GAAP measure is a performance metric in our incentive programs and a reconciliation is provided under Analysis of 2013 Pay Decisions. When we refer to the Committee in this Executive Compensation section, we are referring to the Compensation Committee.
Executive Summary
2013 Performance
Our strong 2013 results reflect continued progress on our strategic plan, an 8% increase in revenue and achievement of the second highest Incentive Adjusted EBITDA results since we became a pure-play vehicle rental company in 2006. Our 2013 Incentive Adjusted EBITDA of $769 million represents a decline of 8% compared to 2012 due to the normalization of the used car market, which resulted in, as anticipated, a significant increase in our fleet costs. Our stock price performance for the year reflects our significant 2013 achievements with an increase of 104%. Over a five-year period, we achieved robust stock price growth, representing a strong recovery from a low of $0.70 at year-end 2008 to $40.42 on December 31, 2013.
2013 Strategic Accomplishments
2013 Compensation
Compensation paid to our CEO in 2013 was consistent with 2012 levels reflecting strong performance in both years. The Committee approved increases to components of compensation paid to our other NEOs, including salary, based on a number of factors, including expanded responsibilities assumed by such officers following recent acquisitions.
2014 Proxy Statement | 19 |
EXECUTIVE COMPENSATION |
Aggregate compensation, as presented in the Summary Compensation Table below, for all such officers, however, decreased due to special three-year performance incentive awards granted to such officers in 2012. Such awards are viewed by the Committee as part of compensation for 2012, 2013 and 2014.
Base Salaries
In recognition of the Companys increased size and complexity following the acquisition of Avis Europe in October 2011, and continued expansion with the acquisition of Zipcar in 2013, our CFO and Regional Presidents received base salary increases ranging from 4% to 17%. In making this determination, the Committee focused on ensuring that base salaries were competitive and fostered retention, and sought to recognize the expanded role and deep expertise of each such officer.
Annual Incentives
For the 2013 annual incentive program, the global Incentive Adjusted EBITDA goal was set, excluding contributions from significant acquisitions, at $738 million. This goal was modestly exceeded and annual incentive payments are reflective of such achievement with a global payout at 105% of target. We considered the 2013 goal to be appropriately challenging, despite it being below 2012 results, given the unusually robust used car market in 2012, which normalized in 2013, as we expected, resulting in higher fleet costs.
Long-Term Incentives
Excluding the special performance long-term incentives awarded in 2012 referred to above, target grant date long-term incentive values were essentially unchanged year-over-year. However, for our CFO and Regional Presidents, an above-target opportunity was included following a review of long-term incentive program designs used by peer companies. The performance metric for our CEOs performance award was relative total shareholder return, consistent with 2012. The performance metric selected for our other NEO awards was a combination of Incentive Adjusted EBITDA and relative total shareholder return goals.
As in prior years, compensation* for our NEOs in 2013 was significantly performance-based, as illustrated below:
* | Pay mix reflects values as disclosed in the Summary Compensation Table, excluding Other Compensation, which constituted 5% or less of total compensation for all our NEOs other than our President, EMEA, who received expatriate and relocation benefits in 2013, including expatriate tax reimbursement. LTI is defined as long-term incentive. |
20 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
Compensation for our NEOs is typically comprised of the following components:
Component | Function and Objective | |
Base Salary | Each of our NEOs receives a base salary in the form of cash. Base salaries provide a fixed and competitive form of annual compensation for the performance of primary responsibilities at a level consistent with each executives experience and role. Base salaries are designed to provide competitive compensation to attract and retain exceptional executive talent. | |
Annual Incentive Awards | Each of our NEOs receives an annual performance-based cash incentive opportunity. Annual incentives reward our executives upon achieving or exceeding specific annual performance goals using performance metrics approved by the Committee and that the Company believes are appropriate measures of operational and financial performance. | |
Long-Term Incentive Awards | Long-term incentive awards are designed to attract and retain a highly qualified executive team, align executive rewards with stockholder interests, provide an incentive for our executives to achieve appropriately challenging long-range performance goals, and allow our executives to share in the value created for the Companys stockholders. | |
Other Compensation | Each of our NEOs receives certain health, life insurance, disability and retirement benefits, which are all part of our broad-based employee benefits program. Retirement benefits for NEOs (other than our President, LA/AP) are limited to (i) deferrals under the Companys deferred compensation plan for executives, which the Company matches up to a maximum of 6% of base salary and annual incentive, and/or (ii) participation in our 401(k) plan. Other executive benefits and perquisites include auto use and financial planning services. Certain of our NEOs also are provided with limited personal use of Company aircraft services. |
2014 Proxy Statement | 21 |
EXECUTIVE COMPENSATION |
22 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
Achievement Level |
Payout Opportunity (% of Target) |
2013 Incentive Adjusted EBITDA Goals (Dollars in Millions) |
||||||||||||||||
Global* | President, NA | President, EMEA |
President, LA/AP |
|||||||||||||||
Maximum |
200% | $ | 886 | $ | 610 | $ | 151 | $ | 175 | |||||||||
Target |
100% | $ | 738 | $ | 508 | $ | 126 | $ | 146 | |||||||||
Threshold |
25% | $ | 664 | $ | 457 | $ | 113 | $ | 131 |
* | Includes results from our Corporate and Other segment, which includes unallocated corporate overhead. |
For the 2013 annual incentive, global Incentive Adjusted EBITDA was $746 million1, which reflects the exclusion of the Incentive Adjusted EBITDA contributed by Zipcar given that goals were set prior to the transaction closing and that our definition provides for adjustments for acquisitions with a total asset value exceeding $100 million. Accordingly, actual payouts as a percentage of target are as follows:
NEO | Actual Payout (% of Target) |
Weighting | ||||||||
Global | North America | EMEA | LA/AP | |||||||
CEO |
105% | 100% | | | | |||||
CFO |
105% | 100% | | | | |||||
President, NA |
109% | 25% | 75% | | | |||||
President, EMEA |
120% | 25% | | 75% | | |||||
President, LA/AP |
101% | 25% | | | 75% |
1 | A reconciliation of global Incentive Adjusted EBITDA for the year ended December 31, 2013 to net income is set forth below (dollars are in millions): |
Incentive Adjusted EBITDA (for 2013 annual incentive) |
$ | 746 | ||||
Plus: Incentive Adjusted EBITDA contribution from Zipcar |
25 | |||||
Incentive Adjusted EBITDA contribution from other significant transactions |
(2 | ) | ||||
|
|
| ||||
Incentive Adjusted EBITDA |
$ | 769 | ||||
Less: Non-vehicle depreciation and amortization |
152 | |||||
Interest expense related to corporate debt, net |
228 | |||||
Early extinguishment of debt |
147 | |||||
Restructuring expense |
61 | |||||
Transaction-related costs |
51 | |||||
Impairment |
33 | |||||
|
|
| ||||
Income before income taxes |
$ | 97 | ||||
Less: Provision for income taxes |
81 | |||||
|
|
| ||||
Net income |
$ | 16 | ||||
|
|
|
2014 Proxy Statement | 23 |
EXECUTIVE COMPENSATION |
Incentive Adjusted EBITDA goals for the 2013 LTIP are as follows (with straight-line interpolation used to determine the payout percentage for performance achievement above threshold but below target or maximum achievement levels, as applicable):
Achievement Level | Achievement Level (as a % of target units awarded) |
Cumulative Three-Year Goal Incentive Adjusted EBITDA (Dollars in billions) | ||
Maximum |
125% | $2.675 | ||
Target |
100% | $2.432 | ||
Threshold |
50% | $2.189 |
24 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
2014 Proxy Statement | 25 |
EXECUTIVE COMPENSATION |
26 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
2 | While the Survey Data include a general list of participating companies, each survey provides information on a no-names basisi.e., for each position comparison, it does not identify by name which companies comparable in revenue size to our company produced results for each position matched, and thus we are unable to list the comparable companies that are included in the Survey Data utilized. |
2014 Proxy Statement | 27 |
EXECUTIVE COMPENSATION |
28 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
COMPENSATION COMMITTEE REPORT
The Avis Budget Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
THE COMPENSATION COMMITTEE
John D. Hardy, Jr., Chairman
Leonard S. Coleman
Lynn Krominga
Name and Principal Position |
Year | Salary ($)(a) |
Bonus ($) |
Stock Awards ($)(b) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($)(c) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d) |
All ($)(e) |
Total ($) |
|||||||||||||||||||||||||||
Nelson, Ronald L. Chairman & CEO |
|
2013 2012 2011 |
|
|
1,150,000 1,150,000 1,000,000 |
|
|
0 0 0 |
|
|
4,021,195 3,939,278 1,617,378 |
|
|
0 0 0 |
|
|
1,811,250 1,828,500 2,250,000 |
|
|
0 0 0 |
|
|
293,252 328,862 265,901 |
|
|
7,275,697 7,246,640 5,133,279 |
| |||||||||
Wyshner, David B. CFO |
|
2013 2012 2011 |
|
|
680,769 600,000 600,000 |
|
|
0 0 583,000 |
|
|
1,289,439 3,042,210 894,491 |
|
|
0 0 0 |
|
|
714,808 636,000 900,000 |
|
|
0 0 0 |
|
|
142,283 116,051 139,077 |
|
|
2,827,299 4,394,261 3,116,568 |
| |||||||||
Gartland, Thomas M. President, NA |
|
2013 2012 2011 |
|
|
680,769 600,000 527,597 |
|
|
0 0 0 |
|
|
1,289,439 3,042,210 670,881 |
|
|
0 0 0 |
|
|
740,337 715,200 784,616 |
|
|
0 0 0 |
|
|
144,306 167,228 108,579 |
|
|
2,854,851 4,524,638 2,091,673 |
| |||||||||
De Shon, Larry D. President, EMEA |
|
2013 2012 2011 |
|
|
680,769 600,000 523,077 |
|
|
0 200,000 250,000 |
|
|
1,289,439 3,042,210 670,881 |
|
|
0 0 0 |
|
|
816,923 254,400 784,616 |
|
|
0 0 0 |
|
|
2,043,140 414,721 110,247 |
|
|
4,830,272 4,511,331 2,338,821 |
| |||||||||
Siniscalchi, Patric. President, LA/AP |
|
2013 2012 |
|
|
516,154 500,000 |
|
|
0 0 |
|
|
1,074,533 1,868,488 |
|
|
0 0 |
|
|
522,606 671,000 |
|
|
78,220 |
|
|
75,998 83,529 |
|
|
2,189,291 3,201,237 |
|
(a) | Salary includes amounts deferred under the Companys Deferred Compensation Plan or 401(k) Plan. |
(b) | Represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, CompensationStock Compensation. Assumptions used in the calculation of the grant date fair value of the 2013 stock awards are included in Note 2 to our audited financial statements for the fiscal year ended December 31, 2013, included in our 2013 Form 10-K. Stock awards granted in 2013 for Mr. Nelson include both restricted stock units and restricted cash units. To the extent that the restricted cash units become earned, the value will be based on the 90-trading day average stock price prior to vesting. The grant date value of the 2013 stock awards assuming achievement of the highest level of performance conditions are: for Mr. Nelson, $4,725,014; Mr. Wyshner, $1,500,006; Mr. Gartland, $1,500,006; Mr. De Shon, $1,500,006; and Mr. Siniscalchi, $1,249,994. Awards granted in 2013 are further discussed under Long-Term Incentive Awards. |
(c) | Amounts reflected were earned based on achievement of annual performance goals established for each year, pursuant to the 2007 Amended and Restated Equity and Incentive Plan and include deferrals under the Companys Deferred Compensation Plan. |
(d) | For Mr. Siniscalchi, the reported change in pension value during the year represents the sum of the increased value accumulated in the Avis Rent A Car System, LLC Pension Plan and the Avis Rent A Car System, LLC Retirement Equalization Benefit Plan. During 2013, such value decreased by $40,538, primarily driven by a change in the discount rate. Avis froze its qualified and non-qualified defined benefit pension plans to new participation and future benefit accruals as of December 31, 1998. Please see the Pension Benefits Table below for further information regarding these plans. |
(e) | All Other Compensation includes the personal benefits and perquisites presented in the following tables. |
2014 Proxy Statement | 29 |
EXECUTIVE COMPENSATION |
Name | Year | Company Contributions ($)(a) |
Perquisites ($)(b) |
Expatriate, ($)(c) |
Expatriate Tax Reimbursement ($)(d) |
Total All Other ($) |
||||||||||||||||||
Mr. Nelson |
|
2013 2012 2011 |
|
|
177,675 178,710 195,000 |
|
|
114,701 149,276 70,025 |
|
|
876 876 876 |
|
|
|
|
|
293,252 328,862 265,901 |
| ||||||
Mr. Wyshner |
|
2013 2012 2011 |
|
|
83,735 74,160 90,000 |
|
|
57,672 41,103 48,289 |
|
|
876 788 788 |
|
|
|
|
|
142,283 116,051 139,077 |
| ||||||
Mr. Gartland |
|
2013 2012 2011 |
|
|
85,266 78,912 61,535 |
|
|
58,164 87,528 46,387 |
|
|
876 788 657 |
|
|
|
|
|
144,306 167,228 108,579 |
| ||||||
Mr. De Shon |
|
2013 2012 2011 |
|
|
64,015 29,956 61,269 |
|
|
36,327 41,332 29,320 |
|
|
299,558 331,384 14,347 |
|
|
1,643,240 12,049 5,311 |
|
|
2,043,140 414,721 110,247 |
| ||||||
Mr. Siniscalchi |
|
2013 2012 |
|
|
46,356 54,952 |
|
|
28,959 27,920 |
|
|
683 657 |
|
|
|
|
|
75,998 83,529 |
|
(a) | Represents Company matching contributions to a non-qualified deferred compensation plan maintained by the Company for the benefit of certain of our executive officers. Under this plan, participants are permitted to defer compensation, with the company matching contributions up to a 6% cap under the terms of the plan. For Mr. De Shon and Mr. Siniscalchi, amounts for 2013 and 2012 include $15,000 and $14,692, respectively, in respect of a Company match under the Companys 401(K) plan. For Mr. De Shon and Mr. Gartland, amounts for 2011 include $14,192 and $14,458, respectively, in respect of a Company match under the Companys 401(K) plan. |
(b) | Represents the perquisites presented in the table below. |
(c) | Represents the value of insurance premiums paid by the Company for a broad-based life insurance benefit. For Mr. De Shon, amounts include life insurance premiums of $657 (2011), $788 (2012), and $876 (2013), and expatriate and relocation benefits in connection with Mr. De Shons long-term assignment to the United Kingdom of (i) $13,960 (2011), (ii) $330,596 (2012), and (iii) $298,682 (2013), which include housing allowances of $217,599 (2012), and $219,915 (2013), relocation benefits of $42,271 (2012), and $3,919 (2013), and other allowances (including allowances for home leave, utilities, and a goods and services differential to make up for the difference in prices between the home and host locations) of $70,726 (2012), and $74,849 (2013). Reflects a £/$ exchange rate as of the date paid, received or allocated. |
(d) | Amounts represent Company-paid tax payments relating to expatriate and relocation benefits in connection with Mr. De Shons long-term assignment to the United Kingdom as President, EMEA. |
30 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
Name | Year | Personal ($)(a) |
Financial Services ($)(b) |
Car ($)(c) |
Total Perquisites ($)(d)(e) |
|||||||||||||||
Mr. Nelson |
|
2013 2012 2011 |
|
|
67,896 113,921 39,991 |
|
|
14,019 14,000 14,000 |
|
|
24,536 13,230 11,034 |
|
|
114,701 149,276 70,025 |
| |||||
Mr. Wyshner |
|
2013 2012 2011 |
|
|
25,258 9,133 13,919 |
|
|
12,414 11,970 11,970 |
|
|
20,000 20,000 20,000 |
|
|
57,672 41,103 48,289 |
| |||||
Mr. Gartland |
|
2013 2012 2011 |
|
|
22,500 51,540 12,119 |
|
|
12,414 12,863 14,420 |
|
|
20,000 20,000 16,923 |
|
|
58,164 87,528 46,387 |
| |||||
Mr. De Shon |
|
2013 2012 2011 |
|
|
0 0 0 |
|
|
11,254 10,855 11,645 |
|
|
21,823 27,352 14,750 |
|
|
36,327 41,332 29,320 |
| |||||
Mr. Siniscalchi |
|
2013 2012 |
|
|
0 0 |
|
|
12,414 11,970 |
|
|
11,250 11,250 |
|
|
28,959 27,920 |
|
(a) | Under the Company Aircraft Policy in effect as of December 31, 2011, our CEO has reasonable non-business access to leased jet services, subject to prevailing market practices. Our other NEOs may also use the leased jet services for personal use, at the discretion of our CEO. The incremental cost of personal use of the leased jet services was calculated based on the contracted per hour cost, which includes flight-specific direct operating costs such as standard fuel, maintenance, repairs, catering and miscellaneous fees such as variable fuel surcharge as applicable, international fees for travel outside the U.S., and a 7.5% Federal excise tax (only applicable through March 2012). Since the aircraft is leased primarily for business travel, fixed costs, such as crew salaries, training, hangaring, insurance and services support are not included. Spouses of NEOs are occasionally additional passengers on business flights provided by our leased jet services. In such cases, there is no incremental cost to the Company, and as a result, no amount is reflected in the table. |
(b) | For Mr. Nelson, represents reimbursement for financial services provided by an approved outside vendor up to a maximum of $12,000. For the other NEOs, represents actual costs we incurred for financial services, including tax return preparation, financial planning and estate planning. Amounts also include Company-paid premiums in connection with a group excess liability umbrella insurance policy, which for 2013 were $2,019 for Mr. Nelson and $1,009 for our other NEOs. |
(c) | Represents the annual lease value of a Company-provided car, or annual car allowance. All of our NEOs participate in the Companys employee auto insurance program and employee car lease program; however, no amounts are included for these programs as the Company does not incur any incremental cost associated with these programs. For Mr. De Shon, 2013 amount represents the value for personal use of taxi or car service in lieu of a Company-provided car and reflects a 12-month average £/$ exchange rate. |
(d) | For Mr. Nelson, includes: (i) annual dues paid by the Company for a corporate private club membership used primarily for Company-sponsored meetings; however, no amounts are included for occasional personal use of this membership by Mr. Nelson as the Company does not incur any incremental cost associated with any such personal use; and (ii) discretionary matching contributions made by The Avis Budget Group Charitable Foundation of $5,000. |
(e) | Amounts include payments for annual physical examinations (annual costs for any NEO did not exceed $5,295 for 2011, 2012 or 2013). |
2014 Proxy Statement | 31 |
EXECUTIVE COMPENSATION |
Grants of Plan-Based Awards Table
Grant/ Approval Date |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards Number of Shares of Stock or Units (#)(c) |
All Other Option Awards Number of Securities Underlying Options (#) |
Exercise or Base Price of Options Awards ($/SH) |
Grant Date Fair Value of Stock and Option Awards ($)(d) |
||||||||||||||||||||||||||||||||||||||||
Name | Award Type | Threshold ($)(a) |
Target ($)(a) |
Maximum ($)(a) |
Threshold (#)(b) |
Target (#)(b) |
Maximum (#)(b) |
|||||||||||||||||||||||||||||||||||||||
Mr. Nelson |
Bonus |
|
|
|
431,250 | 1,725,000 | 3,450,000 | |||||||||||||||||||||||||||||||||||||||
Time-based | 1/23/2013 | 49,528 | 0 | 0 | 1,049,994 | |||||||||||||||||||||||||||||||||||||||||
Performance- | 1/23/2013 | 28,892 | 115,566 | 173,350 | 2,971,202 | |||||||||||||||||||||||||||||||||||||||||
based | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Wyshner |
Bonus |
|
|
|
170,192 | 680,769 | 1,361,539 | |||||||||||||||||||||||||||||||||||||||
Time-based | 1/23/2013 | 28,302 | 0 | 0 | 600,002 | |||||||||||||||||||||||||||||||||||||||||
Performance- | 1/23/2013 | 14,151 | 28,302 | 42,453 | 689,437 | |||||||||||||||||||||||||||||||||||||||||
based | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Gartland |
Bonus |
|
|
|
170,192 | 680,769 | 1,361,539 | |||||||||||||||||||||||||||||||||||||||
Time-based | 1/23/2013 | 28,302 | 0 | 0 | 600,002 | |||||||||||||||||||||||||||||||||||||||||
Performance- | 1/23/2013 | 14,151 | 28,302 | 42,453 | 689,437 | |||||||||||||||||||||||||||||||||||||||||
based | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. De Shon |
Bonus |
|
|
|
170,192 | 680,769 | 1,361,539 | |||||||||||||||||||||||||||||||||||||||
Time-based | 1/23/2013 | 28,302 | 0 | 0 | 600,002 | |||||||||||||||||||||||||||||||||||||||||
Performance- | 1/23/2013 | 14,151 | 28,302 | 42,453 | 689,437 | |||||||||||||||||||||||||||||||||||||||||
based | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Siniscalchi |
Bonus |
|
|
|
129,038 | 516,154 | 1,032,308 | |||||||||||||||||||||||||||||||||||||||
Time-based | 1/23/2013 | 23,585 | 0 | 0 | 500,002 | |||||||||||||||||||||||||||||||||||||||||
Performance- | 1/23/2013 | 11,793 | 23,585 | 35,377 | 574,531 | |||||||||||||||||||||||||||||||||||||||||
based |
(a) | A discussion of 2013 annual incentives is included in Compensation Discussion and Analysis (the CD&A). The amounts earned for 2013 annual incentives are set forth in the Summary Compensation Table. |
(b) | For Mr. Nelson, represents both awards of PSUs and PCUs. Mr. Nelsons PSUs and PCUs will vest on January 23, 2016, subject to continued employment through January 27, 2015 and attainment of performance goals based on Relative TSR (as defined in the CD&A). PCUs are payable in cash upon vesting in an amount equal to the number of units that vest multiplied by the 90-day average closing stock price prior to the vesting date. For our other NEOs, represents PSUs, which vest on the third anniversary of the date of grant, subject to continued employment and the achievement of the performance goals described in the CD&A. Awards are further discussed under Long-Term Incentive Awards in the CD&A. |
(c) | For Mr. Nelson, represents awards of both RSUs and RCUs, which are scheduled to be settled on January 23, 2016, subject to continued employment through January 27, 2015. RCUs are generally payable upon vesting in cash in an amount equal to the number of units that vest multiplied by the 90-day average closing stock price prior to the vesting date. For our other NEOs, represents awards of RSUs which vest in equal installments on each of the first three anniversaries of the date of grant, subject to continued employment. |
(d) | Assumptions used in the calculation of the grant date fair value of the awards are included in Note 2 to our audited financial statements for the fiscal year ended December 31, 2013, included in our 2013 Form 10-K. The grant date value of the performance-based awards assuming attainment of the highest performance conditions are: for Mr. Nelson, $3,675,020; Mr. Wyshner, $900,004; Mr. Gartland, $900,004; Mr. De Shon, $900,004; and Mr. Siniscalchi, $749,992. |
32 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
Outstanding Equity Awards at Fiscal Year-End Table
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||||
Name | Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable (a) |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercisable Unearned Options(#) |
Options Exercise Price ($)(b) |
Options Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(h) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(q) |
||||||||||||||||||||||||||||
Mr. Nelson Mr. Nelson Mr. Nelson Mr. Nelson Mr. Nelson Mr. Nelson Mr. Nelson |
|
1/23/13 8/3/12 1/26/11 1/27/10 1/27/10 1/28/09 1/28/09 |
|
|
96,000 212,500 212,500 |
|
|
64,000 |
|
|
11.53 0.79 0.79 |
|
|
1/27/20 1/28/19 1/28/19 |
|
|
49,528(c) 69,216(d) |
|
|
1,796,876 2,511,156 |
|
|
115,566(i) 161,502(j) 93,326(k) 300,000(l) |
|
|
4,192,734 5,859,293 3,772,237 12,126,000 |
| |||||||||||
Mr. Wyshner Mr. Wyshner Mr. Wyshner Mr. Wyshner Mr. Wyshner Mr. Wyshner Mr. Wyshner Mr. Wyshner |
|
1/23/13 1/25/12 1/25/12 1/26/11 1/28/09 1/28/09 4/26/05 6/3/04 |
|
|
22,500 60,000 3,104 2,871 |
|
|
0.79 0.79 30.04 33.26 |
|
|
01/28/19 01/28/19 4/26/15 6/3/14 |
|
|
28,302(e) 27,778(f) 11,582(g) |
|
|
1,143,967 1,122,787 468,144 |
|
|
28,302(m) 138,889(n) 41,667(o) 34,746(p) |
|
|
1,143,967 5,613,893 1,684,180 1,404,433 |
| ||||||||||||||
Mr. Gartland Mr. Gartland Mr. Gartland Mr. Gartland Mr. Gartland Mr. Gartland |
|
1/23/13 1/25/12 1/25/12 1/26/11 1/28/09 1/28/09 |
|
|
5,000 5,000 |
|
|
0.79 0.79 |
|
|
1/28/19 1/28/19 |
|
|
28,302(e) 27,778(f) 8,687(g) |
|
|
1,143,967 1,122,787 351,129 |
|
|
28,302(m) 138,889(n) 41,667(o) 26,060(p) |
|
|
1,143,967 5,613,893 1,684,180 1,053,345 |
| ||||||||||||||
Mr. De Shon Mr. De Shon Mr. De Shon Mr. De Shon Mr. De Shon |
|
1/23/13 1/25/12 1/25/12 1/26/11 1/28/09 |
|
25,000 | 0.79 | 1/28/19 |
|
28,302(e) 27,778(f) 8,687(g) |
|
|
1,143,967 1,122,787 351,129 |
|
|
28,302(m) 138,889(n) 41,667(o) 26,060(p) |
|
|
1,143,967 5,613,893 1,684,180 1,053,345 |
| ||||||||||||||||||||
Mr. Siniscalchi Mr. Siniscalchi Mr. Siniscalchi Mr. Siniscalchi Mr. Siniscalchi Mr. Siniscalchi |
|
1/23/13 1/25/12 1/25/12 1/26/11 1/28/09 6/3/04 |
|
|
5,000 1,700 |
|
|
0.79 33.26 |
|
|
1/28/19 6/3/14 |
|
|
23,585(e) 23,148(f) 8,339(g) |
|
|
953,306 935,642 337,062 |
|
|
23,585(m) 69,444(n) 34,722(o) 16,678(p) |
|
|
953,306 2,806,926 1,403,463 674,125 |
|
(a) | Represents stock options that were granted to Mr. Nelson in 2010, which vest in equal installments on January 27, 2014 and 2015. |
(b) | For stock option awards granted in 2004 and 2005, represents the fair-market value of our Common Stock on the date of the grant as approved by the Cendant Compensation Committee, adjusted for (i) the spin-offs of former subsidiaries PHH, and Realogy and Wyndham in 2005 and 2006, respectively, and (ii) a 1-for-10 reverse stock split in 2006. For option awards granted in 2009 and 2010, represents the fair-market value of our Common Stock on the date of grant as approved by the Committee on the date of grant. |
(c) | Represents 24,764 RSUs and 24,764 RCUs, which are scheduled to vest on January 27, 2015, subject to continued employment. Payable on January 23, 2016. |
(d) | Represents 34,608 RSUs and 34,608 RCUs, which are scheduled to vest on January 27, 2015, subject to continued employment. |
(e) | Represents outstanding RSUs, which are scheduled to vest in three equal installments on January 23, 2014, 2015 and 2016, subject to continued employment. |
(f) | Represents outstanding RSUs, which are scheduled to vest in two equal installments on January 25, 2014 and 2015, subject to continued employment. |
(g) | Represents outstanding RSUs, with a scheduled vesting date of January 26, 2014. |
(h) | For RSUs, values are based on the closing price of our Common Stock on December 31, 2013 of $40.42. For RCUs, values are based on the average 90-trading day closing stock price on December 31, 2013 of $32.14. |
(i) | Represents 57,783 PSUs and 57,783 PCUs, which vest from a threshold of 25% to a maximum of 150% on January 23, 2016, subject to continued employment through January 27, 2015. |
(j) | Represents 80,751 PSUs and 80,751 PCUs, which vest from a threshold of 25% to a maximum of 150% on January 27, 2015, subject to continued employment. |
(k) | Represents two tranches of 46,663 PSUs, which are scheduled to vest from a threshold of 50% to a maximum of 100%, on January 26, 2014 and 2015, subject to continued employment. |
2014 Proxy Statement | 33 |
EXECUTIVE COMPENSATION |
(l) | Represents two tranches of 150,000 PSUs, which are scheduled to vest from a threshold of 50% to a maximum of 100% on January 27, 2014 and 2015. |
(m) | Represents PSUs, which are scheduled to vest from a threshold of 50% to a maximum of 150% on January 23, 2016. |
(n) | Represents PSUs, which are scheduled to vest from a threshold of 37.5% to a maximum of 100% on January 25, 2015. |
(o) | Represents PSUs, which are scheduled to vest from a threshold of 50% to a maximum of 100% on January 25, 2015. |
(p) | Represents PSUs, which are scheduled to vest from a threshold of 50% to a maximum of 100% on January 26, 2014. |
(q) | For PSUs, values are based on the closing price of our Common Stock on December 31, 2013 of $40.42. For PCUs, values are based on the average 90-trading day closing stock price on December 31, 2013 of $32.14. |
Option Exercises and Stock Vested Table
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#)(a) |
Value ($)(b) |
Number of Shares Acquired on Vesting (#)(c) |
Value ($)(d) |
||||||||||||
Mr. Nelson |
441,328 | 2,190,032 | 150,000 | 3,298,500 | ||||||||||||
Mr. Wyshner |
191,548 | 4,005,129 | 83,291 | 1,831,569 | ||||||||||||
Mr. Gartland |
175,000 | 4,832,250 | 65,942 | 1,450,065 | ||||||||||||
Mr. De Shon |
100,000 | 2,601,419 | 65,942 | 1,450,065 | ||||||||||||
Mr. Siniscalchi |
75,000 | 2,124,387 | 40,236 | 895,728 |
(a) | Represents the exercise of stock options granted in 2009 with an exercise price of $0.79 for Messrs. Gartland, De Shon and Siniscalchi. For Mr. Nelson and Mr. Wyshner, includes the settlement of SSARs with an exercise price of $24.40, which were granted in 2006 and scheduled to expire in 2013. For Mr. Nelson, also includes the exercise of stock options with an exercise price of $18.8163, which were granted in 2003 and scheduled to expire in 2013. For Mr. Wyshner, also includes the exercise of stock options granted in 2009 with an exercise price of $0.79. For all exercises attributable to Mr. Nelson, represents awards that were transferred to a family trust. |
(b) | The value represents the difference between the price of our Common Stock at the time of exercise and the exercise price. |
(c) | Includes vesting of 33% of RSUs granted to Messrs. Wyshner, Gartland, De Shon and Siniscalchi, 100% of PSUs granted to Messrs. Wyshner, Gartland, De Shon and Siniscalchi, and 25% of PSUs granted to Mr. Nelson in 2010; vesting of 33% of RSUs granted for Messrs. Wyshner, Gartland, De Shon and Siniscalchi in 2011; and vesting of 33% of RSUs granted to Messrs. Wyshner, Gartland, De Shon and Siniscalchi in 2012. |
(d) | Values are based on the closing price of our Common Stock on the date of vesting. |
Name | Plan Name (a) | Number of Years of Credited Service (#)(a) |
Present Value of Accumulated Benefit ($)(a) |
Payments During Last Fiscal Year ($) | ||||
Mr. Siniscalchi |
Avis Rent A Car System, LLC Pension Plan | 42 years, 4 months as of 12/31/13 |
713,985 | | ||||
Mr. Siniscalchi |
Avis Rent A Car System, LLC Retirement Equalization Benefit Plan | 42 years, 4 months as of 12/31/13 |
65,552 | |
(a) | Avis froze its qualified and non-qualified defined benefit pension plans to new participation and future benefit accruals as of December 31, 1998. Mr. Siniscalchi is the only NEO who participated in these plans. Prior to December 31, 1998, Mr. Siniscalchi earned the right to receive certain benefits upon retirement at the retirement age of 65 or upon early retirement on or after age 55. For a discussion of the calculation of retirement benefits, please see Note 18 to our audited financial statements for the fiscal year ended December 31, 2013, included in our 2013 Form 10-K. |
The Avis Rent A Car System, LLC Pension Plan is a qualified, final average pay type of retirement plan that pays unreduced benefits upon attainment of age 65. The retirement benefit is calculated by multiplying years of credited service and final average pay (five highest consecutive years earnings in the ten years immediately preceding the December 31, 1998 plan freeze date) and reducing that amount by a portion of estimated Social Security old age benefits payable at age 65. The normal form of payment is a 50% joint and survivor annuity (assuming the participant is married at the time benefit payments commence). Alternate forms of annuity payments and a lump-sum option may be selected, if approved by the spouse.
The Avis Rent A Car System, LLC Retirement Equalization Benefit Plan is a non-qualified Supplemental Executive Retirement Plan. Payments under the retirement plan are calculated by using the same formula that applies to the qualified plan except that final average earnings under the non-qualified plan are those earnings, prior to the December 31, 1998 plan freeze date that exceeded the limitations imposed by Section 415 of the Code. As with the qualified plan, unreduced benefits are payable upon the attainment of age 65. The normal form of payment under the Supplemental Executive Retirement plan is a single life annuity. Actuarially equivalent optional forms of payment are available.
34 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
Non-qualified Deferred Compensation Table
Name | Executive Contributions in Last FY ($)(a) |
Registrant ($)(b) |
Aggregate Earnings in Last FY ($)(c) |
Aggregate ($)(d) |
Aggregate Balance at Last FYE ($)(e) |
|||||||||||||||
Mr. Nelson |
178,710 | 178,710 | 43,226 | (418,291 | ) | 539,733 | ||||||||||||||
Mr. Wyshner |
79,006 | 79,006 | 97,622 | (79,672 | ) | 476,821 | ||||||||||||||
Mr. Gartland |
83,758 | 83,758 | 47,138 | 0 | 385,422 | |||||||||||||||
Mr. De Shon |
15,264 | 15,264 | 28,392 | 0 | 154,597 | |||||||||||||||
Mr. Siniscalchi |
40,260 | 40,260 | (2,020 | ) | 0 | 78,500 |
(a) | Under the deferred compensation plan, participants can elect to defer a maximum of 80% of base salary and 98% of annual cash incentives. The agreements between participants and the Company must provide that the deferrals under the plan are (1) irrevocable; (2) agreed to before the compensation is earned; and (3) for a specified length of time. Amounts deferred by participants, as well as any matching contributions made by the Company, are typically contributed to a rabbi trust established for the purpose of holding plan assets. Participants may allocate deferrals to one or more deemed investments under the plan, which may include a deemed investment in the Companys Common Stock. Matching contributions may be subject to such distribution provisions as determined from time to time; however, all of a participants accounts under this plan will be distributed in the event of a change in control (as defined in the deferred compensation plan) or in the event that the participants service with us terminates as a result of death or disability. A participant in this plan may elect a single lump-sum payment of his or her account, or may elect installments over a period of up to 10 years; however, the participants entire account balance will be paid in a single lump-sum following a change in control. |
(b) | The Company provides matching contributions for its NEOs up to a cap of 6% of base salary and annual incentive, as applicable. |
(c) | All participant deferrals and matching contributions are immediately vested and are held in a grantor trust. Under this arrangement, the Company takes no tax deduction, and the beneficiaries pay no tax on contributions to the trust until amounts are paid. Although funds are potentially subject to the employers creditors, they are inaccessible to present and future management until payment is required to be made in accordance with the terms of the plan. |
(d) | Amounts represent ordinary course distributions pursuant to prior payment elections made by the NEOs in accordance with the terms and conditions of the applicable plan (as further discussed in note (a) above). |
(e) | Represents total trust assets accumulated for all periods of plan participation through the end of 2013. The aggregate balance is the sum of all participant and registrant contributions and investment earnings less any withdrawals or distributions. |
2014 Proxy Statement | 35 |
EXECUTIVE COMPENSATION |
36 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
2014 Proxy Statement | 37 |
EXECUTIVE COMPENSATION |
Termination, Severance and Change of Control Arrangements
The table below shows the potential severance payments for each NEO as of December 31, 2013. All payments are contingent on the executives termination of employment and/or the identified triggering events.
Name and Triggering Event(a) | Lump-Sum Severance Payment ($)(b) |
Accelerated Vesting of Stock-based Awards ($)(c) |
Continuation of Benefits and Perquisites ($)(d) |
Total ($) |
||||||||||||
Mr. Nelson |
||||||||||||||||
Resignation or Termination by Company for Cause |
0 | 0 | 261,376 | 261,376 | ||||||||||||
Termination due to Death or Disability |
1,725,000 | 32,107,256 | 329,796 | 34,162,052 | ||||||||||||
Termination by Company without Cause or due to Constructive Discharge |
8,596,250 | 32,107,256 | 329,796 | 41,033,302 | ||||||||||||
Change of Control Transaction and Termination by Company without Cause or due to Constructive Discharge |
8,596,250 | 32,107,256 | 329,796 | 41,033,302 | ||||||||||||
Change of Control Transaction without Termination |
0 | 0 | 0 | 0 | ||||||||||||
Mr. Wyshner |
||||||||||||||||
Resignation or Termination by Company for Cause |
0 | 0 | 0 | 0 | ||||||||||||
Termination due to Death or Disability |
700,000 | 12,581,372 | 86,297 | 13,367,669 | ||||||||||||
Termination by Company without Cause or due to Constructive Discharge |
4,186,000 | 12,581,372 | 86,297 | 16,853,669 | ||||||||||||
Change of Control Transaction and Termination by Company without Cause or due to Constructive Discharge |
4,186,000 | 12,581,372 | 86,297 | 16,853,669 | ||||||||||||
Change of Control Transaction without Termination |
0 | 0 | 0 | 0 | ||||||||||||
Mr. Gartland |
||||||||||||||||
Resignation or Termination by Company for Cause |
0 | 0 | 0 | 0 | ||||||||||||
Termination due to Death or Disability |
740,337 | 12,113,268 | 0 | 12,853,604 | ||||||||||||
Termination by Company without Cause |
2,800,000 | 10,587,979 | 83,255 | 13,471,234 | ||||||||||||
Change of Control Transaction and Termination by Company without Cause |
2,800,000 | 12,113,268 | 83,255 | 14,996,523 | ||||||||||||
Change of Control Transaction without Termination |
0 | 0 | 0 | 0 | ||||||||||||
Mr. De Shon |
||||||||||||||||
Resignation or Termination by Company for Cause |
0 | 0 | 0 | 0 | ||||||||||||
Termination due to Death or Disability |
816,923 | 12,113,268 | 0 | 12,930,191 | ||||||||||||
Termination by Company without Cause |
2,800,000 | 10,587,979 | 90,905 | 13,478,883 | ||||||||||||
Change of Control Transaction and Termination by Company without Cause |
2,800,000 | 12,113,268 | 90,905 | 15,004,172 | ||||||||||||
Change of Control Transaction without Termination |
0 | 0 | 0 | 0 | ||||||||||||
Mr. Siniscalchi |
||||||||||||||||
Resignation or Termination by Company for Cause |
0 | 0 | 0 | 0 | ||||||||||||
Termination due to Death or Disability |
522,606 | 8,063,830 | 0 | 8,586,436 | ||||||||||||
Termination by Company without Cause |
2,080,000 | 6,792,743 | 70,871 | 8,943,614 | ||||||||||||
Change of Control Transaction and Termination by Company without Cause |
2,080,000 | 8,063,830 | 70,871 | 10,214,702 | ||||||||||||
Change of Control Transaction without Termination |
0 | 0 | 0 | 0 |
(a) | Descriptions of the terms Cause and Constructive Discharge are provided above under the section captioned Employment Agreements and Other ArrangementsCertain Defined Terms. |
(b) | The lump-sum severance payments, other than due to death or disability, were calculated based on each executives base salary and target annual incentive as of December 31, 2013 and multiplied by 299% or 200% as applicable. Severance due to death and disability is calculated based on target annual incentives for NEOs with employment agreements and based on actual annual incentives for NEOs with severance agreements. |
38 | 2014 Proxy Statement |
EXECUTIVE COMPENSATION |
(c) | The values of stock-based awards were calculated assuming accelerated vesting as of December 31, 2013 and based on the closing price of our Common Stock of $40.42. The value for the restricted cash units awarded to Mr. Nelson in 2012 and 2013 was calculated using the average 90-trading day closing stock price ending on December 31, 2013 of $32.14. The value for all performance-based awards was calculated assuming target vesting. Descriptions of the accelerated vesting provisions are provided under Employment Agreements and Other Arrangements. Amounts for Messrs. Gartland, De Shon and Siniscalchi are reflective of changes to their severance arrangements with the Company, which were approved by the Committee in fourth quarter 2013. |
(d) | For Mr. Nelson, reflects the continuation of benefit plans he participates in until age 75 in the event of a Resignation or Termination by the Company for Cause and all other amounts in the Continuation of Benefits and Perquisites column include the continuation of such benefits and 24 months of continued car benefits and financial planning. For the other NEOs, reflects 24 months of continued health, dental and car benefits and financial planning. |
2014 Proxy Statement | 39 |
Non-employee directors are compensated for their service on the Board as described below.
Annual Compensation
For 2013, our directors received an annual director retainer of $180,000. To reflect their additional responsibilities, the Presiding Director and the chairs and members of each of the Audit, Compensation, Corporate Governance and Executive Committees, respectively, received additional annual retainers as set forth below:
Annual Retainers ($) |
||||
Presiding Director |
20,000 | |||
Audit Committee Chair |
20,000 | |||
Audit Committee Member |
10,000 | |||
Compensation Committee Chair |
15,000 | |||
Compensation Committee Member |
7,500 | |||
Corporate Governance Committee Chair |
10,000 | |||
Corporate Governance Committee Member |
5,000 | |||
Executive Committee Member |
8,000 |
40 | 2014 Proxy Statement |
2013 DIRECTOR COMPENSATION |
2013 Director Compensation Table
Name of Director | Fees Earned or Paid In Cash ($)(a)(d) |
Stock Awards ($)(b) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(c) |
All Other ($)(d) |
Total ($) |
|||||||||||||
Cathcart, Alun (e) |
90,000 | 89,987 | | 5,000 | 184,987 | |||||||||||||
Choksi, Mary C. |
97,500 | 97,504 | | 5,000 | 200,004 | |||||||||||||
Coleman, Leonard S. |
108,750 | 108,747 | | 5,000 | 222,497 | |||||||||||||
Edelman, Martin L (f) |
23,500 | 23,506 | | 5,000 | 52,006 | |||||||||||||
Fox, Jeffrey H. (g) |
37,500 | 37,488 | | 5,000 | 79,988 | |||||||||||||
Hardy, John D. |
97,500 | 97,504 | | 5,000 | 200,004 | |||||||||||||
Krominga, Lynn |
98,750 | 98,750 | | 5,000 | 202,500 | |||||||||||||
Mestre, Eduardo G. |
| 185,991 | | 5,000 | 190,991 | |||||||||||||
Salerno, F. Robert (e) |
94,000 | 94,012 | | 5,000 | 193,012 | |||||||||||||
Sweeney, Stender E. |
102,500 | 102,494 | | 5,000 | 209,994 |
(a) | The cash portion of fees paid represents: 50% of the annual retainer and 50% of committee chair and membership stipends. Directors may elect to defer some or all fees earned or paid in cash under the Companys deferred compensation plan applicable to non-employee directors. For 2013, the following directors elected to defer their 2013 cash compensation: Mr. Mestre deferred all such fees and elected to receive such fees in the form of deferred stock units; and Mr. Sweeney deferred all such fees and elected to direct his deferred cash compensation into investment options selected from those offered under the deferred compensation plan. |
(b) | The stock awards represent: 50% of the annual retainer and 50% of committee chair and membership stipends. Such amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The number of deferred stock units to be received pursuant to the equity portion of the retainer or any other compensation to be paid in the form of equity is equal to the value of the compensation being paid in the form of equity, divided by the fair market value of the Common Stock on the date of grant. For 2013, directors had the opportunity to receive the equity portion of their compensation in the form of the Companys Common Stock on each quarterly payment date. Ms. Krominga made such an election with respect to the equity portion of her 2013 director compensation. |
Outstanding stock awards at fiscal year-end are as follows: for Mr. Cathcart, 17,045 deferred stock units; for Ms. Choksi, 54,770 deferred stock units; for Mr. Coleman, 67,048 deferred stock units; for Mr. Fox, 1,235 deferred stock units; for Mr. Hardy, 54,075 deferred stock units; for Ms. Krominga, 53,906 deferred stock units; for Mr. Mestre, 53,851 deferred stock units; for Mr. Salerno, 8,658 deferred stock units; and for Mr. Sweeney, 91,711 deferred stock units. |
(c) | As described above, Mr. Sweeney elected to defer the cash portion of his 2013 director compensation into certain investment options available under the deferred compensation plan. There were no above-market or preferential earnings in 2013 as any earnings were market-based, consistent with the investment options selected by Mr. Sweeney. |
(d) | Represents discretionary matching contributions available through The Avis Budget Group Charitable Foundation. |
(e) | In addition to the compensation reflected above, Messrs. Salerno and Cathcart were also paid the following amounts in 2013, which were previously earned and accrued during their prior employment with the Company and Avis Europe, respectively: |
Avis Rent A Car System, LLC Pension Plan (Mr. Salerno) |
$ | 40,597 | ||
Avis Rent A Car System, LLC Retirement Equalization Benefit Plan (Mr. Salerno) |
$ | 59,074 | ||
Avis U.K. Pension Plan (Mr. Cathcart) |
$ | 553,423 | * |
* | Reflects a £/$ exchange rate as of December 31, 2013 of 1.6495. |
(f) | Mr. Edelman resigned effective March 15, 2013. |
(g) | Mr. Fox joined the Board effective July 30, 2013. |
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee is comprised entirely of independent directors and administers the Companys executive compensation policies and programs. Leonard S. Coleman has served as a member of our Compensation Committee since August 2006. Lynn Krominga has served as a member of our Compensation Committee since January 2007. John D. Hardy, Jr. has served as a member of our Compensation Committee since April 2008. None of these Directors were officers or employees of the Company or any of the Companys subsidiaries or had any relationship requiring disclosure by the Company under Item 404 of the SECs Regulation S-K during 2013 or before.
2014 Proxy Statement | 41 |
Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for performing an independent audit of the Companys consolidated financial statements and opining on the effectiveness of the Companys controls in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and issuing their reports thereon.
In performing its oversight function, the Audit Committee discussed the consolidated financial statements with management and the independent auditors. The Audit Committee also discussed with the independent auditors the matters required to be discussed under the rules adopted by the PCAOB.
In addition, the Audit Committee discussed with the independent auditors the auditors independence from the Company and its management, and the independent auditors provided to the Audit Committee the written disclosures and letter required from the independent auditors by applicable requirements of the PCAOB.
The Audit Committee discussed with the Companys internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations and the evaluations of the Companys internal controls.
Based on the reviews and discussions referred to above and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its Charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the SEC. The Audit Committee also has recommended the selection of the Companys independent registered public accounting firm for fiscal year 2014.
THE AUDIT COMMITTEE
Stender E. Sweeney, Chairman
Mary C. Choksi
Lynn Krominga
42 | 2014 Proxy Statement |
PROPOSALS TO BE VOTED ON AT MEETING
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF EACH NOMINEE AS A DIRECTOR.
2014 Proxy Statement | 43 |
PROPOSALS TO BE VOTED ON AT MEETING |
RATIFICATION OF APPOINTMENT OF AUDITORS
Principal Accounting Firm Fees. Fees billed to the Company by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities) for the years ended December 31, 2013 and 2012 were as follows:
Fee (in millions) |
||||||||
Type of Fees | 2013 | 2012 | ||||||
Audit Fees |
$ | 7.8 | $ | 7.0 | ||||
Audit-Related Fees |
$ | 1.9 | $ | 1.8 | ||||
Tax Fees |
$ | 3.9 | $ | 5.1 | ||||
All Other Fees |
$ | 0 | $ | 0 |
44 | 2014 Proxy Statement |
PROPOSALS TO BE VOTED ON AT MEETING |
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP
AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2014.
2014 Proxy Statement | 45 |
PROPOSALS TO BE VOTED ON AT MEETING |
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
APPROVAL OF THE RESOLUTION SET FORTH ABOVE.
46 | 2014 Proxy Statement |
PROPOSALS TO BE VOTED ON AT MEETING |
PROPOSAL TO APPROVE THE AVIS BUDGET GROUP, INC.
AMENDED AND RESTATED EQUITY AND INCENTIVE PLAN
2014 Proxy Statement | 47 |
PROPOSALS TO BE VOTED ON AT MEETING |
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about our shares or our Common Stock that may be issued upon the exercise of options and restricted stock units under all of our existing equity compensation plans as of December 31, 2013.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Stock Units(a) |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (Excludes Restricted Stock Units) ($) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)(b) |
|||||||||
Equity compensation plans approved by Company stockholders |
4,734,867 | 2.82 | 6,023,674 | |||||||||
Equity compensation plans not approved by Company stockholders |
| | | |||||||||
Total |
4,734,867 | 2.82 | 6,023,674 |
(a) | The number of securities to be issued include options and other awards granted under the following plans approved by stockholders: the Amended and Restated 2007 Equity and Incentive Plan, the 1997 Stock Incentive Plan, the 1997 Stock Option Plan and the Directors Deferred Compensation Plan. The 1997 Stock Incentive Plan, the 1997 Stock Option Plan and the Directors Deferred Compensation Plan were each approved with respect to an initial allocation of shares. |
(b) | The number of securities remaining available for future issuance under equity compensation plans represents 3,546,821 million shares available for issuance under the current Plan (without giving effect to any of the amendments described in this Proposal) and 2,476,853 million shares available for issuance under the 2009 Employee Stock Purchase Plan, which is a tax-qualified employee stock purchase plan under Section 423(b) of the Internal Revenue Code. |
48 | 2014 Proxy Statement |
PROPOSALS TO BE VOTED ON AT MEETING |
2014 Proxy Statement | 49 |
PROPOSALS TO BE VOTED ON AT MEETING |
50 | 2014 Proxy Statement |
PROPOSALS TO BE VOTED ON AT MEETING |
2014 Proxy Statement | 51 |
PROPOSALS TO BE VOTED ON AT MEETING |
52 | 2014 Proxy Statement |
PROPOSALS TO BE VOTED ON AT MEETING |
Aggregate Past Grants Under the Plan
As of February 10, 2014, awards covering approximately 12.3 million shares of the Companys Common Stock had been granted under the Plan, including shares subject to awards that expired or terminated without having been exercised or paid and became available for new award grants under the Plan. The following table shows information regarding the distribution of those awards among the persons and groups identified, option exercises and RSUs (including both time and performance-based) vesting prior to that date, and any option and RSU holdings as of such date.
STOCK OPTIONS | RESTRICTED STOCK UNITS | |||||||||||||||||||||||||||
Number of Shares Subject to Past Option Grants |
Number of Shares Acquired on Exercise |
Number of Shares Underlying Options as of February 10, 2014 |
Number of Shares Subject to Past Awards |
Number of RSUs Vested/Paid as of February 10, 2014 |
Number of RSUs Outstanding and Unvested as of February 10, 2014 |
|||||||||||||||||||||||
Name and Position |
Exercisable | Unexercisable | ||||||||||||||||||||||||||
Named Executive Officers: |
||||||||||||||||||||||||||||
Ronald L. Nelson Chairman, Chief Executive Officer, President and Chief Operating Officer |
585,000 | 0 | 553,000 | 32,000 | 1,309,626 | 845,789 | 463,837 | |||||||||||||||||||||
David B. Wyshner Senior Executive Vice President and Chief Financial Officer |
337,500 | 255,000 | 82,500 | 0 | 544,660 | 252,442 | 292,218 | |||||||||||||||||||||
Thomas M. Gartland President, NA |
250,000 | 240,000 | 10,000 | 0 | 484,024 | 191,806 | 292,218 | |||||||||||||||||||||
Larry D. De Shon President, EMEA |
250,000 | 225,000 | 25,000 | 0 | 520,445 | 197,850 | 322,595 | |||||||||||||||||||||
Patric T. Siniscalchi President, LA/AP |
150,000 | 145,000 | 5,000 | 0 | 338,121 | 140,903 | 197,218 | |||||||||||||||||||||
Total for all current Executive Officers (including the Named Executive Officers identified above) |
2,002,500 | 1,178,500 | 792,000 | 32,000 | 3,895,923 | 2,080,366 | 1,815,557 | |||||||||||||||||||||
Non-Executive Director Group |
0 | 0 | 0 | 0 | 446,446 | * | 72,691 | * | 373,755 | * | ||||||||||||||||||
All employees, including all current officers who are not executive officers or directors, as a group |
2,169,800 | 1,995,200 | 143,300 | 0 | 3,743,416 | 2,187,013 | 1,105,186 | |||||||||||||||||||||
Total |
4,172,300 | 3,173,700 | 935,300 | 32,000 | 8,085,785 | 4,340,070 | 3,294,498 |
* | Generally reflects fully-vested deferred restricted stock units that will be (or have been) paid upon termination of service. Includes 2,500 deferred stock units that will vest on October 3, 2014. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF THE AVIS BUDGET GROUP, INC.
AMENDED AND RESTATED EQUITY AND INCENTIVE PLAN
2014 Proxy Statement | 53 |
STOCKHOLDER PROPOSALS FOR 2015 ANNUAL MEETING
54 | 2014 Proxy Statement |
ANNEX A |
AMENDED AND RESTATED EQUITY AND INCENTIVE PLAN
Section | Page | |||||||
1. |
Purpose; Types of Awards; Construction | A-2 | ||||||
2. |
Definitions | A-2 | ||||||
3. |
Administration | A-5 | ||||||
4. |
Eligibility | A-5 | ||||||
5. |
Stock Subject to the Plan | A-6 | ||||||
6. |
Specific Terms of Awards | A-6 | ||||||
7. |
Change in Control Provisions | A-9 | ||||||
8. |
General Provisions | A-10 |
2014 Proxy Statement | A-1 |
AVIS BUDGET GROUP, INC.
AMENDED AND RESTATED EQUITY AND INCENTIVE PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the AVIS BUDGET GROUP, INC. Equity and Incentive Plan, as amended and restated (the Plan), is to promote the interests of the Company and its Subsidiaries and the stockholders of the Company by providing officers, employees, consultants and independent contractors (including non-employee directors) of the Company and its Subsidiaries with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company or its Subsidiaries, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling their personal responsibilities for long-range and annual achievements. The Plan provides for the grant, in the sole discretion of the Committee, of options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units and other stock- or cash-based awards. The Plan is designed so that Awards granted hereunder intended to comply with the requirements for performance-based compensation under Section 162(m) of the Code may comply with such requirements, and the Plan and Awards shall be interpreted in a manner consistent with such requirements. Notwithstanding any provision of the Plan, to the extent that any Award would be subject to Section 409A of the Code, no such Award may be granted if it would fail to comply with the requirements set forth in Section 409A of the Code and any regulations or guidance promulgated thereunder.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) Award means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award or Other Cash-Based Award granted under the Plan.
(b) Award Agreement means any written agreement, contract, or other instrument or document evidencing an Award.
(c) Board means the Board of Directors of the Company.
(d) A Change in Control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:
(1) any Person is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 50% or more of the Companys then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or
(2) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Companys stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or
(3) there is consummated a merger or consolidation of the Company with any other corporation other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of
A-2 | 2014 Proxy Statement |
ANNEX A |
the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 50% or more of the combined voting power of the Companys then outstanding securities; or
(4) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated a sale or disposition by the Company of all or substantially all of the Companys assets, other than a sale or disposition by the Company of all or substantially all of the Companys assets to an entity, at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company prior to such sale.
Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
(e) Code means the Internal Revenue Code of 1986, as amended from time to time.
(f) Committee shall mean the Board, or a committee designated by the Board to administer the Plan. With respect to Awards granted to Covered Employees, such committee shall consist of two or more persons, each of whom, unless otherwise determined by the Board, is an outside director within the meaning of Section 162(m) of the Code and a nonemployee director within the meaning of Rule 16b-3.
(g) Company means Avis Budget Group, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.
(h) Covered Employee shall have the meaning set forth in Section 162(m)(3) of the Code.
(i) Effective Date shall have the meaning set forth in Section 8(d) of the Plan.
(j) Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.
(k) Fair Market Value means, with respect to Stock or other property, the fair market value of such Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Stock as of a particular date shall mean (i) the closing price per share of Stock on the national securities exchange on which the Stock is principally traded, for the last preceding date on which there was a sale of such Stock on such exchange, or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or (iii) if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.
(l) Grantee means an employee, consultants, or independent contractor (including non-employee director) of the Company or any Subsidiary of the Company or such other individual that performs services for or provides services to the Company or any Subsidiary of the Company that has been granted an Award under the Plan.
(m) ISO means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.
(n) NQSO means any Option that is not designated as an ISO.
(o) Option means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO.
(p) Other Cash-Based Award means cash awarded under Section 6(b)(v) of the Plan, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.
(q) Other Stock-Based Award means a right or other interest granted to a Grantee under Section 6(b)(v) of the Plan that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on,
2014 Proxy Statement | A-3 |
ANNEX A |
or related to, Stock, including but not limited to (i) unrestricted Stock awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan, and (ii) a right granted to a Grantee to acquire Stock from the Company containing terms and conditions prescribed by the Committee.
(r) Performance Goals means performance goals based on the attainment by the Company or any Subsidiary of the Company (or any division or business unit of such entity) of performance goals pre-established by the Committee in its sole discretion, based on one or more of the following criteria (as determined in accordance with generally accepted accounting principles): (1) return on total stockholder equity; (2) earnings per share of Company Stock; (3) net income (before or after taxes); (4) earnings before any or all of interest, taxes, minority interest, depreciation and amortization; (5) sales or revenues; (6) return on assets, capital or investment; (7) market share; (8) cost reduction goals; (9) implementation or completion of critical projects or processes; (10) cash flow; (11) gross or net profit margin; (12) total stockholder return; (13) share price; and (14) any combination of, or a specified increase in, any of the foregoing. The performance goals may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance of other entities. To the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval) or to the extent that an Award is not intended to qualify as performance-based compensation under Section 162(m) of the Code, the Committee in its sole discretion may designate additional business criteria on which the performance goals may be based or adjust, modify or amend the aforementioned business criteria. Performance Goals may include a threshold level of performance below which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned. The Committee in its sole discretion shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary of the Company or the financial statements of the Company or any Subsidiary of the Company, in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles or practices, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles, as applicable. The Committees authority to make adjustments to the Performance Goals includes, but is not limited to, the authority to exclude the impact of restructuring, transaction costs, events not directly related to the Companys operations or not within the reasonable control of the Companys management, and discontinued operations.
(s) Person shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any Subsidiary Corporation, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary Corporation, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
(t) Plan means this Avis Budget Group, Inc. Amended and Restated Equity and Incentive Plan, as amended from time to time.
(u) Restricted Stock means an Award of shares of Stock to a Grantee under Section 6(b)(iii) that may be subject to certain restrictions and to a risk of forfeiture.
(v) Restricted Stock Unit means a right granted to a Grantee under Section 6(b)(iv) to receive Stock or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of specified performance or other criteria.
(w) Rule 16b-3 means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.
(x) Stock means shares of the common stock, par value $0.01 per share, of the Company.
(y) Stock Appreciation Right or SAR means the right, granted to a Grantee under Section 6(b)(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right.
A-4 | 2014 Proxy Statement |
ANNEX A |
(z) Subsidiary means a subsidiary corporation, whether now or hereafter existing, as defined in Section 424(f) of the Code.
(aa) Substitute Awards means Awards granted or shares of Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; to determine Performance Goals no later than such time as required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; and to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments in the terms and conditions of, and the Performance Goals (if any) included in, Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, neither the Board, the Committee nor their respective delegates shall have the authority to reprice (or cancel and regrant) any Option or, if applicable, other Award at a lower exercise, base or purchase price without first obtaining the approval of the Companys stockholders.
All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including but not limited to the Company, any Subsidiary of the Company, or Grantee (or any person claiming any rights under the Plan from or through any Grantee) and any stockholder.
No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.
Awards may be granted to executive officers and other key employees, consultants and independent contractors (including non-employee directors) of the Company or its Subsidiaries, including officers and directors who are employees, to key consultants to the Company or its Subsidiaries, and to other individuals who perform services for or provide services to the Company or its Subsidiaries. In determining the persons to whom Awards shall be granted and the number of shares to be covered by each Award, the Committee shall take into account the duties of the respective persons, their present and potential contributions to the success of the Company or its Subsidiaries and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.
The aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all equity Awards granted to any individual non-employee director in any calendar year (excluding Awards made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers and any stock dividends payable in respect of outstanding awards) shall not exceed $1.0 million.
2014 Proxy Statement | A-5 |
ANNEX A |
The maximum number of shares of Stock reserved for the grant of Awards under the Plan shall be 18.5 million shares of Stock (all of which such shares of Stock may be granted as ISOs), subject to adjustment as provided herein; provided that each Award granted hereunder after March 18, 2009 (other than Awards in respect of Options and SARS) shall be counted against the foregoing share limit as 1.18 shares for every one share actually issued in connection with such Award. Subject to adjustment as provided herein, no more than 1,000,000 shares of Stock may be made subject to Awards granted to an individual in a single calendar year.
Determinations made in respect of the limitations set forth in the immediately preceding sentence shall be made in a manner consistent with Section 162(m) of the Code. Such shares of Stock may, in whole or in part, be authorized but unissued shares or shares of Stock that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares of Stock subject to an Award are forfeited, or cancelled or if an Award terminates or expires without a distribution of shares to the Grantee, the shares of Stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, termination or expiration, again be available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any Awards such related Awards shall be cancelled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan. In addition, shares of Stock surrendered or withheld as payment of either the exercise price of an Award (including shares of Stock otherwise underlying an Award of a SAR that are retained by the Company to account for the grant price of such SAR) and/or withholding taxes in respect of an Award shall no longer be available for Awards under the Plan.
In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock or other property (including cash) issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided, that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(h) of the Code; and (iv) the Performance Goals applicable to outstanding Awards.
(a) General. The term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or any Subsidiary of the Company upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with respect to such payments. In addition to the foregoing, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.
(b) Types of Awards. The Committee is authorized to grant the Awards described in this Section 6(b), under such terms and conditions as deemed by the Committee to be consistent with the purposes of the Plan. Such Awards may be granted with value and payment contingent upon Performance Goals. Each Award shall be evidenced by an Award Agreement containing such terms and conditions applicable to such Award as the Committee shall determine at the date of grant or thereafter.
(i) Options. The Committee is authorized to grant Options to Grantees on the following terms and conditions:
(A) Type of Award. The Award Agreement evidencing the grant of an Option under the Plan shall designate the Option as an ISO or an NQSO.
A-6 | 2014 Proxy Statement |
ANNEX A |
(B) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, but in no event shall the exercise price of any Option be less than the Fair Market Value of a share of Stock on the date of grant of such Option. The exercise price for Stock subject to an Option may be paid in cash or by an exchange of Stock previously owned by the Grantee, through a broker cashless exercise procedure approved by the Committee, a combination of the above, or any other method approved by the Committee, in any case in an amount having a combined value equal to such exercise price.
(C) Term and Exercisability of Options. The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted unless the Committee determines that a future date is advisable. Options shall be exercisable over the exercise period (which shall not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided, that (i) subject to clause (ii) below, no Option granted to an employee of the Company or a Subsidiary (other than Substitute Awards) shall vest prior to the first anniversary of the date on which the Option is granted and (ii) the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. An Option may be exercised to the extent of any or all full shares of Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee or its designated agent.
(D) Other Provisions. Options may be subject to such other conditions including, but not limited to, restrictions on transferability of the shares of Stock acquired upon exercise of such Options, as the Committee may prescribe in its discretion or as may be required by applicable law.
(ii) SARs. The Committee is authorized to grant SARs to Grantees on the following terms and conditions:
(A) In General. SARs may be granted independently or in tandem with an Option at the time of grant of the related Option. An SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable. Unless otherwise specified in the Award Agreement, payment of an SAR shall be made in Stock.
(B) Term and Exercisability of SARs. The date on which the Committee adopts a resolution expressly granting an SAR shall be considered the day on which such SAR is granted unless the Committee determines that a future date is advisable. SARs shall be exercisable over the exercise period (which shall not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided, (i) subject to clause (ii) below, no SAR granted to an employee of the Company or a Subsidiary (other than Substitute Awards) shall vest prior to the first anniversary of the date on which the SAR is granted and (ii) that the Committee shall have the authority to accelerate the exercisability of any outstanding SAR at such time and under such circumstances as it, in its sole discretion, deems appropriate.
(C) Payment. An SAR shall confer on the Grantee a right to receive an amount with respect to each share of Stock subject thereto, upon exercise thereof, equal to the excess of (1) the Fair Market Value of one share of Stock on the date of exercise over (2) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine but in no event shall be less than the Fair Market Value of a share of Stock on the date of grant of such SAR). A SAR may be exercised by giving written notice of such exercise to the Committee or its designated agent.
(iii) Restricted Stock. The Committee is authorized to grant Restricted Stock to Grantees on the following terms and conditions:
(A) Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Committee may determine. The Committee may place restrictions on Restricted Stock that shall lapse, in whole or in part, only upon the attainment of Performance Goals. Notwithstanding the above, (i) subject to clause (ii) below, no award of Restricted Stock granted to an employee of the Company or a Subsidiary (other than Substitute Awards) shall vest prior to the first anniversary of the date on which such
2014 Proxy Statement | A-7 |
ANNEX A |
award is granted, and (ii) the Committee shall have the authority to accelerate the exercisability of any outstanding award of Restricted Stock at such time and under such circumstances as it, in its sole discretion, deems appropriate. Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Grantee granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon.
(B) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Grantee, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company shall retain physical possession of the certificate.
(C) Dividends. Except to the extent restricted under the applicable Award Agreement, dividends paid on Restricted Stock shall be either paid at the dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends. Stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed, provided, however, that with respect to dividends payable on Restricted Stock subject to restrictions based upon the attainment of Performance Goals, such dividends shall be deferred until, and not paid unless, such restrictions lapse.
(iv) Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Grantees, subject to the following terms and conditions:
(A) Conditions to Vesting. At the time of the grant of Restricted Stock Units, the Committee may impose such restrictions or conditions to the vesting of such Awards as it, in its discretion, deems appropriate, including, but not limited to, achievement of Performance Goals. Notwithstanding the above, (i) subject to clause (ii) below, no award of Restricted Stock Units granted to an employee of the Company or a Subsidiary (other than Substitute Awards) shall vest prior to the first anniversary of the date on which such award is granted, and (ii) the Committee shall have the authority to accelerate the exercisability of any outstanding award of Restricted Stock Units at such time and under such circumstances as it, in its sole discretion, deems appropriate.
(B) Benefit Upon Vesting. Unless otherwise provided in an Award Agreement, upon the vesting of a Restricted Stock Unit, there shall be delivered to the Grantee, within 30 days of the date on which such Award (or any portion thereof) vests, the number of shares of Stock equal to the number of shares of Stock equal to the number of Restricted Stock Units becoming so vested.
(C) Dividend Equivalents. Subject to the requirements of Section 409A of the Code, an Award of Restricted Stock Units may provide the Grantee with the right to receive dividend equivalent payments (Dividend Equivalents) with respect to Stock subject to the Award (both before and after the Stock subject to the Award is earned, vested, or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Stock, as determined by the Committee. Any such settlements and any such crediting of dividend equivalents may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents; provided, however, that with respect to Dividend Equivalents payable on Awards subject to the achievement of Performance Goals, such Dividend Equivalents shall be deferred until, and not paid unless, the shares of Stock underlying the Award are issued to the Grantee.
(v) Other Stock- or Cash-Based Awards. The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this paragraph may be granted with value and payment contingent upon the achievement of Performance Goals and, if so granted, such goals shall relate to periods of performance determined by the Committee in its sole discretion; provided that for Awards that are intended to constitute qualified performance-based compensation pursuant to Section 162(m) of the Code, such goals shall relate to periods of performance of not less than one calendar year. The Committee shall determine the terms and conditions of such Awards at the date of grant or thereafter. The maximum amount that any Grantee may receive with respect to Other Cash-Based Awards pursuant to this Section 6(b)(v) that are intended to be qualified
A-8 | 2014 Proxy Statement |
ANNEX A |
performance-based compensation pursuant to Section 162(m) of the Code in respect of any annual performance period is $10 million and for any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve. Payment in respect of Awards earned hereunder may be decreased or increased in the sole discretion of the Committee based on such factors as the Committee deems appropriate; provided, however, that any Award that is made to a Covered Employee and that is intended to constitute qualified performance-based compensation pursuant to Section 162(m) of the Code must preclude discretion to increase the amount of compensation payable thereunder (but may allow the Committee discretion to decrease the amount of compensation payable thereunder). No payment in respect of any Award that is intended to be qualified performance-based compensation pursuant to Section 162(m) of the Code shall be made to a Covered Employee prior to the certification by the Committee that the Performance Goals have been attained. The Committee may establish other such rules applicable to Other Stock- or Cash-Based Awards as it determines in its sole discretion, provided that to the extent that such rules are to apply to