Chief Executive Officer Pay Ratio
In 2018, we identified the Company’s median employee, based on total annual compensation for all employees other than our Chief Executive Officer, in accordance with SEC Regulation S-K, Item 402(u) (the “Median Employee”). To select the Median Employee, we determined the actual taxable compensation paid to each listed employee in 2017, converted to U.S. dollars at appropriate exchange rates for non-U.S. employees, and annualized for salaried employees hired during the year. We did not apply any cost-of-living adjustments nor did we use any form of statistical sampling. During 2019, a change in such employee’s circumstances made it no longer appropriate to use that individual as the Median Employee. A new Median Employee was selected at the end of 2019, whose compensation is substantially similar to the original median employee based on the compensation measure used to select the original median employee. The Median Employee, a Driver in the U.S., was identified from a list of Company employees as of December 31, 2017. Out of a total worldwide employee population of 42,075 on that date, the list included 41,585 employees and excluded the Chief Executive Officer and our 489 employees based in India. Approximately 90% of these total employees work in the U.S. and approximately 10% work in Canada. Over 99% of these individuals are full-time employees. Any temporary or seasonal employees are included; any subcontracted workers are not employees and are excluded.
Since December 31, 2017, there have been no changes to the Company’s employee population, compensation arrangements, or the circumstances of the Median Employee (except as noted above) that the Company believes would significantly impact this pay ratio disclosure. Accordingly, as permitted by SEC Regulation S-K, Item 402(u), the Company is providing the following information based on the Median Employee as identified.
For 2020, total annual compensation for the Median Employee was $80,091. The annual compensation of our Chief Executive Officer was $12,373,925, for a ratio of 1:154. These values were calculated in accordance with SEC Regulation S-K, Item 402(c)(2)(x) requirements for reporting total compensation in the Summary Compensation Table.
Equity Compensation Plan Table
The following table provides information as of December 31, 2020 about the number of shares to be issued upon vesting or exercise of equity awards and shares remaining available for issuance under our equity compensation plans.
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Plan Category
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Number of
Securities to be
Issued Upon
Exercise
of Outstanding
Options and Rights
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Weighted-Average
Exercise Price of
Outstanding
Options and Rights
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Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation Plans
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Equity compensation plans approved by security holders(1)
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5,070,134(2)
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$
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82.86(3)
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21,254,870(4)
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(1)
Includes our 2009 Stock Incentive Plan, 2014 Stock Incentive Plan and Employee Stock Purchase Plan (“ESPP”). No additional awards may be granted under our 2009 Stock Incentive Plan.
(2)
Includes: options outstanding for 3,542,750 shares of Common Stock; 197,105 shares of Common Stock to be issued in connection with deferred compensation obligations; 331,465 shares underlying unvested RSUs and 998,814 shares of Common Stock that would be issued on account of outstanding PSUs if the target performance level is achieved. Assuming, instead, that the maximum performance level was achieved on such PSUs, the amount of Common Stock that would be issued on account of outstanding awards would increase by 998,814 shares.
The total number of shares subject to outstanding awards in the table above includes 353,534 shares on account of PSUs, at target, with the performance period ended December 31, 2020. The determination of achievement of performance results on such PSUs was performed by the MD&C Committee in February 2021, and the Company achieved (a) maximum performance criteria on the Cash Flow PSUs, yielding a 200% payout and (b) above threshold performance criteria on the TSR PSUs, yielding a 172.84% payout. A total of 436,269 shares of Common Stock were issued on account of such PSUs in February 2021, net of units deferred, of which 234,526 shares of Common Stock were included in the first column of the table above.
Excludes purchase rights that accrue under the ESPP. Purchase rights under the ESPP are considered equity compensation for accounting purposes; however, the number of shares to be purchased is indeterminable until the time shares are actually issued, as automatic employee contributions may be terminated before the end of an offering period and, due to the look-back pricing feature, the purchase price and corresponding number of shares to be purchased is unknown.
(3)
Excludes PSUs and RSUs because those awards do not have exercise prices associated with them. Also excludes purchase rights under the ESPP for the reasons described in (2) above.
(4)
The shares remaining available include 3,237,157 shares under our ESPP and 18,017,713 shares under our 2014 Stock Incentive Plan, assuming payout of PSUs at maximum. Assuming payout of PSUs at target, the number of shares remaining available for issuance under our 2014 Stock Incentive Plan would be 19,016,527.