Percentage of Achievement of Performance Goals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Goal
|
|
Performance
Goal Target
($ in millions)
|
|
Actual
Performance
($ in millions)
|
|
Percentage of
Achievement
|
|
Payout
Percentage
|
|
Weighting
|
|
Weighted
Payout
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
303.5
|
|
|
314.3
|
|
|
103.6%
|
|
|
107.1%
|
|
|
33.3%
|
|
|
35.7%
|
|
Pre-Tax Income
|
|
|
30.4
|
|
|
50.5
|
|
|
166.3%
|
|
|
200.0%
|
|
|
33.3%
|
|
|
66.7%
|
|
Annual Bookings
|
|
|
325.7
|
|
|
329.4
|
|
|
101.1%
|
|
|
102.3%
|
|
|
33.3%
|
|
|
34.1%
|
|
|
|
|
|
|
|
|
|
|
TOTAL BONUS PAYOUT PERCENTAGE
|
|
|
136.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
a result, each of our Named Executive Officers received a fiscal year 2019 annual bonus equal to 136.5% of his or her target bonus amount, as set forth in the Summary Compensation Table below.
Long-Term Incentive Compensation
We use equity awards to motivate our executive officers, including the Named Executive Officers, to increase the long-term value of our common stock and,
thereby, to align the interests of our executive officers with those of our stockholders. These equity awards are intended to further our success by ensuring that sustainable value creation is a key
factor in our executive officers' management of our business.
The
size and form of these equity awards is determined by the Compensation Committee in its discretion. As described below, we grant equity awards in the form of restricted stock and PRSUs to our
Named Executive officers as part of our long-term incentive compensation program. We use the restricted stock and PRSUs as long-term incentives because they reward our executive officers for superior
financial performance, but also encourage executive retention as these awards vest over multiple years and can maintain value even during periods when there is volatility in our stock price.
In
making equity awards to our executive officers, the Compensation Committee considers various factors, including, but not limited to, the recommendations of
our
Chief Executive Officer, the role and responsibilities of the executive officer, past performance, future planned contributions, and prior equity awards.
As
noted above, the Compensation Committee has the discretion to determine which executive officers will receive equity awards, as well as the amount of any such awards. Typically, the Compensation
Committee
approves equity award grants only on the dates of its regularly-scheduled committee meetings, without regard to the timing of the release of material information about us.
Each
year, the Compensation Committee will set a total long-term incentive compensation amount for each officer. For Named Executive Officers, a higher percentage of the total amount will be issued in
PRSUs, with the percentage allocation to be determined by the Compensation Committee. In setting these total long-term incentive compensation amounts and the financial metric achievement levels for
the PRSUs, the Compensation Committee considered the overall compensation of executives holding comparable positions based on the competitive market data provided by its independent compensation
consultant based on our peer group.
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|
Generally,
the Compensation Committee will set the annual total award amount so that, assuming the full vesting of each restricted stock award and PRSU for the applicable performance period, the total
compensation for our Named Executive Officers would be comparable with similarly situated executives at the companies in our peer group.
The
program consists of a mix of the following:
-
-
Performance Restricted Stock Unit Awards ("PRSUs") (Approximately 67% of Total Long-Term Incentive Compensation Award
Value)
: PRSUs will vest, if at all, based on the company's achievement of financial performance metrics established by the Compensation Committee at the time of grant. These
metrics are established for a cumulative three-year period. At the time of grant, the Compensation Committee establishes a target achievement level for each of the financial performance metrics
associated with the PRSU, at which level the PRSU would vest at 100% for such metric. The Compensation Committee also established a threshold achievement level for each metric for which the PRSU would
vest at 50% of target for such metric and a maximum achievement level for which the PRSU would vest at 200% of target for such metric. Achievement below the threshold level of any financial metric
would result in no payout for the portion of the PRSU tied to that financial metric. At the end of the applicable three-year performance period and the Compensation Committee's certification of the
company's achievement percentage for each financial measure associated with the PRSU, the award will vest and fully-vested shares of the company's common stock will be issued based on the achievement
of the financial metrics. A Named Executive Officer is required to be employed on the last day of the applicable three-year performance period in order to be eligible to receive such awards following
the Compensation Committee's certification of the company's achievement of such awards.
-
-
In the event of a change in control prior to the last day of the three-year performance period, the number of PRSUs in which a Named Executive
Officer will be eligible to vest will be equal to the greater of (1) the target number of PRSUs or (2) the number of PRSUs
that
would vest if the performance period ended on the date of the change in control and performance was measured as of that date (with the performance objectives adjusted proportionately to reflect
the hypothetical shortened performance period). These "vesting eligible" PRSUs will then convert to time-based awards that will vest on the last day of the performance period, subject to the Named
Executive Officer's continued employment or service through such date. However, if a Named Executive Officer's employment is terminated by us other than for cause or by the Named Executive Officer for
good reason, in each case within 18 months following a change in control, all of the "vesting eligible" PRSUs will vest upon such termination.
-
-
Time-Based Restricted Stock Awards (Approximately 33% of Total Long-Term Incentive Compensation Award
Value)
: Restricted stock awards will vest in three annual equal installments beginning approximately one year after the date of grant.
Performance Restricted Stock Unit Awards for the FY2019-FY2021 Performance Period.
In June 2018, the Compensation Committee granted PRSUs to the Named Executive
Officers. The PRSUs will vest based on the company's achievement of cumulative revenue and operating income targets for fiscal years 2019, 2020 and 2021 (such period of time is referred to as the
FY2019-FY2021 Performance Period). Set forth below is a list of the Named Executive Officers who were granted PRSUs for the FY2019-FY2021 Performance Period, the target number of RSUs and the maximum
number of RSUs subject to each such award. The terms of these awards are consistent with the terms of the PRSUs described above.
Time-Based Restricted Stock Awards.
Under our long-term incentive compensation program, in June 2018, the Compensation Committee issued time-based restricted stock
awards to our Named Executive Officers for their service during fiscal 2019. The restricted stock awards vest in three equal annual installments with the first vesting on July 11, 2019. Set
forth below is a list of the Named Executive Officers who were issued restricted stock awards in June 2018 and the number of shares underlying such awards.
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|
June 2018 Long-Term Incentive Compensation Awards to the Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
RSAs
(#)
|
|
Target
PRSUs
(#)
|
|
Maximum
PRSUs
(#)
|
|
% of Total
Long-Term
Award
Allocated to
Performance
|
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
President and Chief Executive Officer
|
|
5,389
|
|
10,009
|
|
20,018
|
|
65.0%
|
Teresa Covington
|
|
Senior Vice President and Chief Financial Officer
|
|
1,714
|
|
3,184
|
|
6,368
|
|
65.0%
|
Kirk Flittie
|
|
Vice President and General Manager, UAS
|
|
1,714
|
|
3,184
|
|
6,368
|
|
65.0%
|
Ken Karklin
|
|
Senior Vice President of Operations
|
|
857
|
|
1,592
|
|
3,184
|
|
65.0%
|
Melissa Brown
|
|
Vice President and General Counsel
|
|
734
|
|
1,364
|
|
2,728
|
|
65.0%
|
|
|
|
|
|
|
|
|
|
|
|
For
these awards, the Compensation Committee allocated approximately two-thirds of the total long-term incentive compensations amounts for each Named Executive Officer to the PRSU performance-based
awards.
Amendment of Restricted Stock Unit Awards for the FY2017-FY2019 and FY2018-FY2020 Performance Periods
. In May 2017 and June 2017, the Compensation Committee issued
PRSUs for the FY2017-2019 Performance Period and FY2018-2020 Performance Period, respectively. In June 2018 and effective upon the closing of the sale of the company's EES business segment on
June 29, 2018, the Compensation Committee amended the PRSUs for the FY2017-FY2019 and FY2018-FY2020 Performance Periods to revise the cumulative revenue financial targets associated with such
awards to account for the company's divestiture of the EES business segment.
In
setting the original financial metrics for the FY2017-2019 PRSUs in May 2017, we used the projected revenue and operating income included in our annual operating plan for fiscal year 2017 (the
"2017 AOP") and applied a compound annual growth rate to calculate revenue and operating income targets for fiscal years 2018 and 2019 (each a "Calculated Target"), which Calculated Targets were added
to the 2017 AOP revenue and operating income figures to arrive at the original cumulative targets for revenue and
operating
income for the FY2017-2019 Performance Period PRSUs.
In
June 2018, the Compensation Committee determined to amend the cumulative revenue target for such PRSUs by decreasing the 2019 Calculated Target for revenue to account for the company's divestiture
of the EES business. Because the original cumulative target for revenue for such PRSUs, which included the 2019 Calculated Target for revenue, were established in 2017, the Compensation Committee used
its discretion to decrease the 2019 Calculated Target for revenue by only a portion of EES's then-projected fiscal year 2019 revenues in June 2018. The Compensation Committee determined not to make
adjustments to the 2017 AOP revenue or 2018 Calculated Target for revenue determined in May 2017 in determining a new cumulative revenue target for the FY2017-2019 three-year period, as the company
owned EES during such years and the company could use its actual consolidated results (which included the results of both our UAS and EES segments) for such periods in calculating the achievement of
the amended three-year cumulative revenue target.
Therefore,
the cumulative revenue target for the FY2017-2019 Performance Period PRSUs was amended only to remove a portion of the projected impact of the EES business segment for 2019. The original
and amended cumulative financial metrics for such PRSUs are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original Metrics
(May 2017)
|
|
Amended Metrics
(June 2018)
|
|
|
|
Revenue
|
|
Operating
Income
|
|
Revenue
|
|
Operating
Income
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
928.4
|
|
|
63.8
|
|
|
904.1
|
|
|
63.8
|
|
Target
|
|
|
973.9
|
|
|
88.4
|
|
|
946.1
|
|
|
88.4
|
|
Maximum
|
|
|
1,461.0
|
|
|
132.7
|
|
|
1,419.2
|
|
|
132.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Payout of Performance Restricted Stock Units for the FY2017-FY2019 Performance Period.
In May 2017, the Compensation Committee granted PRSUs to the Named Executive
Officers and established revenue and operating income targets associated with such awards for the cumulative FY2017-2019 Performance Period. In June 2018, the Compensation Committee amended such
awards as noted above. Following the completion of fiscal year 2019, the Compensation Committee calculated the company's three-year cumulative revenue and operating income by adding (a) the
company's consolidated actual revenue and operating income for fiscal years 2017 and 2018 (which included the results of the company's EES and UAS segments) and (b) the company's
revenue
and operating income from continuing operations for fiscal year 2019 (which included only the results of the company's UAS segment). Based on these calculations, the Compensation Committee
determined that the FY2017-2019 Performance Period PRSUs vested at 35% of target based on our financial performance for the FY2017-2019 Performance Period. Below is the actual performance with respect
to the revenue and operating income (with consolidated UAS and EES results for fiscal years 2017 and 2018 and continuing UAS operations results for fiscal year 2019) compared to the amended target
levels for each of these financial metrics established by the Compensation Committee in June 2018 for the PRSUs for the FY2017-2019 Performance Period.
Percentage of Achievement of Financial Metrics for FY2017-2019 Performance Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Goal
|
|
Performance
Goal
Minimum
($ in millions)
|
|
Performance
Goal Target
($ in millions)
|
|
Actual
Performance
($ in millions)
1
|
|
Percentage of
Achievement
|
|
Payout
Percentage
|
|
Weighting
|
|
Total
Percentage
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
904.1
|
|
|
946.1
|
|
|
888.1
|
|
|
93.9%
|
|
|
|
|
|
50.0%
|
|
|
|
|
Operating Income
|
|
|
63.8
|
|
|
88.4
|
|
|
73.7
|
|
|
83.3%
|
|
|
35.0%
|
|
|
50.0%
|
|
|
35.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Calculated using consolidated results for fiscal years 2017 and 2018 (which includes the results of both the UAS and EES business segments) and the results for
continuing operations for fiscal year 2019.
The
Compensation Committee then calculated final payouts for the PRSUs for the FY2017-FY2019 Performance Period for the Named Executive Officers as follows:
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Target
PRSUs
(#)
|
|
% Payout
|
|
Shares of
Common
Stock Issued
(#)
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
President and Chief Executive Officer
|
|
15,136
|
|
35.0%
|
|
5,297
|
Teresa Covington
|
|
Senior Vice President and Chief Financial Officer
|
|
5,314
|
|
35.0%
|
|
1,859
|
Kirk Flittie
|
|
Vice President and General Manager, UAS
|
|
5,314
|
|
35.0%
|
|
1,859
|
Ken Karklin
|
|
Senior Vice President of Operations
|
|
3,059
|
|
35.0%
|
|
1,070
|
Melissa Brown
|
|
Vice President and General Counsel
|
|
1,127
|
|
35.0%
|
|
394
|
|
|
|
|
|
|
|
|
|
Other Compensation Practices
Employee Benefit Plans
We maintain various broad-based employee benefit plans for our employees. Except as described below, our executive officers, including the Named Executive
Officers, participate in these plans on the same terms as other eligible employees, subject to any applicable limits on the amounts that may be contributed on behalf of or paid to our executive
officers under these plans.
We
have established a tax-qualified 401(k) retirement savings plan for our salaried U.S. employees who satisfy certain eligibility requirements. We intend for this plan to qualify under
Section 401(a) of the Code so that contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan. Pursuant to
the Section 401(k) plan, in the case of participants who contribute a portion of their annual base salary to the plan, we provide a matching contribution of up to 5.75% of such annual base
salary. The matching contributions made to the accounts of the Named
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|
Executive
Officers during fiscal year 2019 are set forth in the Summary Compensation Table below.
We
also maintain other benefit plans for our employees, which include medical and dental benefits, medical and dependent care flexible spending accounts, long-term disability insurance, accidental
death and dismemberment insurance, and basic life insurance coverage. Except as noted in the following sentences, these benefits are provided to our executive officers on the same general terms as to
all of our salaried U.S. employees. Certain employees receive higher disability insurance benefits than other employees based on a threshold base compensation level. Our executive officers, including
the Named Executive Officers, receive higher life, accidental death, and dismemberment insurance benefits than our other employees.
We
design our employee benefit programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefit programs as
needed based upon regular monitoring of applicable laws and practices and the competitive market.
Perquisites and Personal Benefits
We do not view perquisites or other personal benefits as a significant component of our executive compensation program. From time to time, however, we have
provided perquisites to certain of our executive officers to ensure that their compensation packages are competitive. As described above, in fiscal year 2019, we provided our executive officers with
life, accidental death, and dismemberment insurance benefits in an amount exceeding that offered to our non-executive employees. We also paid for the cost of home security systems monitoring for
Ms. Brown. During fiscal year 2019, we also paid for certain travel and hospitality related costs for family members to accompany our Named Executive Officers to an offsite board meeting and
for a company event at the NASDAQ stock exchange.
None
of our Named Executive Officers received aggregate perquisites in excess of $10,000 in fiscal year 2019.
Severance Plan
On December 19, 2018, we adopted the AeroVironment, Inc. Executive Severance Plan (the "Severance Plan"), effective January 1, 2019. The
Severance
Plan was designed to replace the company's prior severance protection agreements with its Named Executive Officers, which agreements expired on December 31, 2018. Each of our Named
Executive Officers is subject to the Severance Plan, which provides for the payment of certain benefits to the officer in connection with a change in control and/or the termination of the officer's
employment.
The
Compensation Committee approved the Severance Plan to ensure our Named Executive Officers continue their employment with us if there is a change of control, or a threatened change in control
transaction, and to maintain a competitive total compensation program. Pay Governance LLC, the Compensation Committee's independent compensation consultant, advised the Compensation Committee
on the terms of the Severance Plan, including providing information regarding plans in place for executives at companies in our peer group. The Severance Plan has a double trigger mechanism pursuant
to which benefits are paid if the officer is terminated by the company without cause or the officer voluntarily terminates his or her employment for good reason within 18 months following a
change in control event, or in certain circumstances, within 3 months prior to a change in control event. The Severance Plan also provides for the provision of certain severance benefits if an
officer's employment is terminated by the company other than for cause during their eligibility under the Severance Plan and not in connection with a change of control transaction. For additional
information on our Severance Plan, see below on page 58 under "Severance Plan."
Stock Ownership Guidelines for Executive Officers
To further link the long-term economic interests of our executive officers directly to that of our stockholders, our board of directors has adopted stock
ownership guidelines for the executive officers. The guidelines provide that the company's executive officers are expected to, within five years of the later of the date of the board's adoption of the
guidelines on August 6, 2013 or the date on which such person is appointed to his or her position, own shares of the company's common stock with a market value of no less than four times
current annual base salary with respect to our Chief Executive Officer and no less than two times current annual base salary with respect to the other executive officers. In addition, any shares of
our common stock held by an executive officer in margin accounts or pledged as collateral for a loan will not be counted for purposes of satisfying the ownership
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
|
guidelines.
The company determines progress towards meeting the applicable ownership thresholds and ongoing compliance with the guidelines on the last day of each fiscal year. The table below shows
each
executive's
equity ownership in the company as a multiple of salary and the minimum ownership level required pursuant to these guidelines for each of our current executive officers as of
April 30, 2019:
|
|
|
|
|
|
|
|
Name
|
|
Dollar Value
of Equity
Ownership as
a Multiple
of Base Salary
($)
1
|
|
Minimum
Ownership
Level
Required as a
Multiple of
Base Salary
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
|
11.6x
|
|
|
4x
|
|
Teresa Covington
2
|
|
|
1.2x
|
|
|
2x
|
|
Kirk Flittie
3
|
|
|
13.3x
|
|
|
2x
|
|
Kenneth Karklin
4
|
|
|
0.8x
|
|
|
2x
|
|
Melissa Brown
5
|
|
|
0.5x
|
|
|
2x
|
|
|
|
|
|
|
|
|
|
-
1.
-
For each executive, calculated by dividing (a) the sum of (1) the aggregate number of shares of vested and unrestricted common stock held by such
executive, multiplied by the closing price of $68.56 per share of our common stock on April 30, 2019, the last trading day of fiscal 2019, plus (2) the amount by which the market value
of the shares of common stock underlying vested stock options held by such executive exceeds the exercise price of such stock options, if any, by (b) such executive's base salary.
-
2.
-
Ms. Covington was appointed as our Chief Financial Officer effective March 1, 2017. She has until March 1, 2022 to satisfy the minimum ownership
level required under our stock ownership guidelines.
-
3.
-
Mr. Flittie retired from the company effective July 13, 2019 and is no longer subject to the stock ownership guidelines.
-
4.
-
Mr. Karklin was appointed as an executive officer on September 30, 2016. He has until September 30, 2021 to satisfy the minimum ownership level
required under our stock ownership guidelines.
-
5.
-
Ms. Brown was appointed as an executive officer on September 28, 2017. She has until September 28, 2022 to satisfy the minimum ownership level
required under our stock ownership guidelines.
Compensation Recovery Policy
We have implemented an incentive compensation "clawback" policy under which our board of directors may require reimbursement or forfeiture of incentive
compensation from an executive officer in the event the officer's wrongdoing later is determined by our board of directors to have resulted in a material negative restatement of the company's
financial results. We believe that by providing the company with the appropriate power to recover incentive compensation paid to an executive officer in this situation, the company further
demonstrates its commitment to strong corporate governance. This compensation recovery policy is in addition to any policies or recovery rights that are provided under applicable laws, including the
Sarbanes-Oxley Act and the Dodd-Frank Act.
Under
our compensation recovery policy, if the board of directors determines that a material negative financial restatement was caused by an executive officer's gross negligence or willful misconduct,
it may require reimbursement from the executive officer for vested incentive compensation and/or the forfeiture of unvested or unpaid incentive compensation. The amount of vested compensation that may
be recovered is the portion of any bonus paid to, and any performance-based equity awards earned by, the
executive
officer that the executive officer would not have received if the company's financial results had been reported properly. The right to cause a forfeiture or recovery of incentive
compensation applies to incentive compensation awarded, vested and/or paid during the two years prior to the date on which the company is required to prepare an accounting restatement.
Post-Vesting Stock Retention Guidelines
The company has adopted post-vesting stock retention guidelines, which require executives to hold 50% of any net after-tax shares issued upon the vesting of
equity awards until their required stock ownership levels are achieved.
Insider Trading and Anti-Hedging Policies
The company's insider trading policies contain stringent restrictions on transactions in company stock by executive officers. All trades by executive officers
must be pre-cleared. Furthermore, no executive officer may use any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against
potential changes in the value of our common stock.
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No Tax Gross-Ups
We do not provide tax gross-ups with regard to any compensation, benefit or perquisite paid by us to our Named Executive Officers.
Independent Compensation Consultant
With regard to executive compensation matters, the Compensation Committee is advised by an independent compensation consultant.
Say-on-Pay Votes
In September 2018, we held a stockholder advisory vote on the compensation of our Named Executive Officers, commonly referred to as a say-on-pay vote. Our
stockholders overwhelmingly approved the compensation of our Named Executive Officers, with over 95% of stockholder votes cast in favor of our 2018 say-on-pay resolution (excluding abstentions and
broker non-votes). As we evaluated our compensation practices and talent needs since that time and during fiscal year 2019, we were mindful of the strong support our stockholders expressed for our
compensation program. As a result, following our annual review of our executive compensation program, the Compensation Committee decided to generally retain our existing approach to executive
compensation for our continuing executives, with an emphasis on short- and long-term incentive compensation that rewards our senior executives when they deliver value for our stockholders. The
Compensation Committee did, however, remove individual performance from consideration under our annual bonus plan for fiscal year 2019 and eliminated the discretionary component that previously
applied under the plan. At this 2019 annual meeting of stockholders, the stockholders will vote, on an advisory basis, on the compensation of our Named Executive Officers. The Compensation Committee
and board of directors value stockholder opinions and will take into account the outcome of this year's advisory vote in making future decisions on executive compensation.
In
addition, when determining how often to hold a stockholder advisory vote on the compensation of our Named Executive Officers, the board of directors took into account the strong preference for an
annual vote expressed by our stockholders at our 2017 annual meeting. Accordingly, in 2017 the board of directors determined that we would hold an advisory stockholder vote on the compensation of our
Named
Executive
Officers every year until the next say-on-pay frequency vote.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Generally, Section 162(m) of the Code disallows a tax deduction to any publicly held corporation for any remuneration in excess of $1 million
paid in any taxable year to its "covered employees." Prior to the Tax Cuts and Jobs Act of 2017 ("TCJA"), covered employees generally consisted of a company's chief executive officer and its three
most highly compensated executive officers serving at the end of the taxable year (other than its chief financial officer), and compensation that qualified as "performance-based" under
Section 162(m) was exempt from this $1 million deduction limitation. As part of the TCJA, the ability to rely on this exemption was, with certain limited exceptions, eliminated; in
addition, the definition of covered employees was expanded to generally include all named executive officers. In addition, an individual who is a covered employee for any taxable year beginning after
December 31, 2016 will continue to be a covered employee for all subsequent taxable years, including years after the death of the individual. Although we historically maintained plans that were
intended to permit the payment of deductible compensation under Section 162(m) of the Code if the requirements of Section 162(m) were satisfied, subject to the limited transition relief
rules in the TCJA, we may no longer be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee.
The
Compensation Committee believes that stockholder interests are best served by not restricting the Compensation Committee's discretion and flexibility in constructing compensation programs, even
though such programs may result in certain non-deductible compensation expenses. Accordingly, the Compensation Committee reserves the right to approve elements of compensation for certain officers
that are not fully deductible in the future in appropriate circumstances.
Taxation of "Parachute" Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service
providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the company that exceeds certain
51
Table of Contents
EXECUTIVE COMPENSATION AND OTHER INFORMATION
|
prescribed
limits, and that we, or our successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any Named Executive
Officer, with a "gross-up" or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 of the Code during fiscal year
2019 and we have not agreed and are not otherwise obligated to provide any Named Executive Officer with such a "gross-up" or other reimbursement.
We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC
Topic 718 requires companies to calculate the grant date "fair value" of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in
the compensation tables below, even though recipients may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based
awards in their income statements over the period that an employee is required to render service in exchange for the award.
Risk Oversight of Compensation Programs
We conducted a risk assessment of our compensation policies and practices for our employees for fiscal 2019 compensation, including those
relating to our executive compensation program. This risk assessment included a review of all our employee compensation programs, including our executive officer compensation program. Based on this
assessment, we believe that these compensation programs have been appropriately designed to attract and retain talent and properly incent our employees while ensuring that they do not encourage
excessive risk taking. We further believe that we have an effective system of controls and procedures in place to ensure that our employees, including our executive officers, are not encouraged to
take unnecessary or excessive risks in managing our business. In addition, our compensation recovery policy provides our board of directors with an additional risk mitigation tool by allowing the
board to hold employees accountable for
improper
actions that run counter to the company's objectives or inflate incentive compensation payable to executives. Likewise, our stock ownership guidelines for executives help to further align
executive interests with those of stockholders and provide an additional risk mitigation tool.
In
reaching this conclusion, we note the following policies and practices that are intended to enable us to effectively monitor and manage the risks associated with our compensation
programs:
-
-
Most of our incentive compensation plans, including our annual cash bonus program, permit the Compensation Committee to exercise its discretion
to select performance measures and set target levels, monitor performance and determine final payouts;
-
-
Each of our compensation programs is subject to oversight by a broad-based group of functions within the company, including people &
culture, finance and legal, and at multiple management levels within the company;
-
-
Employee compensation reflects a balanced mix of programs that focus our employees on achieving both short-term and long-term goals and that
provide a balanced mix of fixed and variable compensation;
-
-
There are caps on the maximum payouts available under certain programs, including our annual cash bonus program and our long-term incentive
program;
-
-
Amounts of actual cash bonuses are paid based upon multiple performance objectives, reducing the risk associated with any single indicator of
performance; and
-
-
Equity awards granted to employees are subject to multi-year, service-based and/or performance-based vesting conditions.
We
discussed the findings of our risk assessment with the Compensation Committee. Based upon this assessment, we believe that our compensation policies and practices do not encourage unnecessary or
excessive risk taking and are not reasonably likely to have a material adverse effect on the company. Pay Governance performed a risk assessment of the company's compensation program in May 2019 and
reached a similar conclusion.
52
Table of Contents
EXECUTIVE COMPENSATION TABLES
|
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
|
The
following table sets forth the compensation paid to or earned by (a) each person who served as Chief Executive Officer or Chief Financial Officer during fiscal year 2019
and (b) the three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of fiscal year
2019 whose compensation exceeded $100,000 (collectively, the "Named Executive Officers").
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Positions
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
1
|
|
Stock
Awards
($)
2
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
3
|
|
All Other
Compensation
($)
4
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
2019
|
|
624,249
|
5
|
1,500
|
|
590,667
|
|
|
|
818,805
|
|
16,886
|
|
2,052,107
|
President and Chief
|
|
2018
|
|
534,628
|
|
162,750
|
|
489,961
|
|
|
|
529,889
|
|
16,326
|
|
1,733,554
|
Executive Officer
|
|
2017
|
|
510,973
|
|
121,590
|
|
|
|
|
|
239,210
|
|
16,039
|
|
887,812
|
Teresa Covington
6
|
|
2019
|
|
350,579
|
|
1,500
|
|
187,877
|
|
|
|
272,935
|
|
18,499
|
|
831,390
|
Senior Vice President and Chief
|
|
2018
|
|
307,253
|
|
52,500
|
|
149,972
|
|
|
|
159,324
|
|
18,320
|
|
687,370
|
Financial Officer
|
|
2017
|
|
256,036
|
|
45,742
|
|
|
|
|
|
89,990
|
|
15,968
|
|
407,736
|
Kirk Flittie
7
|
|
2019
|
|
326,270
|
|
1,500
|
|
187,877
|
|
|
|
272,935
|
|
18,557
|
|
807,139
|
Former Senior Vice
|
|
2018
|
|
299,356
|
|
52,500
|
|
149,972
|
|
|
|
162,699
|
|
18,223
|
|
682,750
|
President & General
|
|
2017
|
|
280,298
|
|
43,855
|
|
|
|
|
|
86,279
|
|
17,153
|
|
427,585
|
Manager, UAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Karklin
|
|
2019
|
|
250,670
|
|
1,500
|
|
93,938
|
|
|
|
204,701
|
|
14,526
|
|
565,335
|
Senior Vice President
|
|
2018
|
|
239,422
|
|
|
|
99,956
|
|
|
|
119,848
|
|
14,154
|
|
473,380
|
Operations
|
|
2017
|
|
232,399
|
|
28,635
|
|
|
|
|
|
56,336
|
|
13,993
|
|
331,363
|
Melissa Brown
8
|
|
2019
|
|
300,282
|
|
1,500
|
|
80,466
|
|
|
|
136,467
|
|
17,506
|
|
536,221
|
Vice President,
|
|
2018
|
|
241,935
|
|
17,500
|
|
69,985
|
|
|
|
53,358
|
|
15,506
|
|
398,284
|
General Counsel & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
For all years except fiscal year 2019, this column reflects the discretionary portion of the cash bonuses paid to the Named Executive Officers under our annual
executive cash bonus plan during the applicable fiscal year. For fiscal 2019, the amount represents a special bonus that was given to all company employees. The Compensation Committee eliminated the
ability for our Named Executive Officers to receive a discretionary increase in their bonus payouts under the company's annual bonus plan for fiscal year 2019.
-
2.
-
The value of the equity awards equals their grant date fair value as computed in accordance with ASC Topic 718 and was determined based on the probable achievement of
the applicable performance objectives. For additional information regarding the valuation assumptions used in the calculation of these amounts, refer to Note 12 to the financial statements
included in our annual report on Form 10-K for our 2019 fiscal year, as filed with the SEC. The amounts shown in the table do not necessarily reflect the actual value that may be recognized by
the Named Executive Officers. We granted restricted stock awards and PRSUs to our Named Executive Officers in June 2018; see page 47 for information on such awards. The value reported for PRSUs
granted in fiscal year 2019 reflects the value of the award at the grant date based upon the probable achievement of their vesting conditions, which was determined to be 28.8% of the target levels.
None of the PRSUs granted to the Named Executive Officers during fiscal year 2018 were considered probable of achieving their vesting conditions at the date of grant. Therefore, the grant date fair
value of such PRSUs granted in fiscal year 2018 for purposes of the Summary Compensation Table was zero.
53
Table of Contents
EXECUTIVE COMPENSATION TABLES
|
-
-
The full grant date fair value of the PRSUs granted in our 2019 fiscal year, assuming that the highest level of performance will be achieved in each
case, is set forth in the table immediately below. For more information about the PRSU awards granted to the Named Executive Officers during fiscal year 2019, please see the Grants of Plan-Based
Awards Tables below.
|
|
|
|
|
|
|
Name
|
|
Grant Date Fair Value
of PRSUs
Granted in June 2018 for
FY 2019-2021 Performance
Period ($)
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
|
1,429,886
|
|
|
Teresa Covington
|
|
|
454,866
|
|
|
Kirk Flittie
|
|
|
454,866
|
|
|
Kenneth Karklin
|
|
|
227,433
|
|
|
Melissa Brown
|
|
|
194,861
|
|
|
|
|
|
|
|
-
3.
-
This column reflects the portion of the cash bonuses paid to the Named Executive Officers under our annual executive cash bonus plan for performance relative to the
company financial objectives during the applicable fiscal year.
-
4.
-
For fiscal year 2019, the amounts of all other compensation include (a) our matching contributions to the 401(k) Plan and (b) life insurance premiums.
The amounts for 401(k) matching contributions and life insurance premiums are below; none of our Named Executive Officers received aggregate perquisites in excess of $10,000 in fiscal year 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Year
|
|
401(k)
Matching
Contributions
|
|
Life
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
|
2019
|
|
|
16,083
|
|
|
803
|
|
|
16,886
|
|
|
Teresa Covington
|
|
|
2019
|
|
|
16,177
|
|
|
2,322
|
|
|
18,499
|
|
|
Kirk Flittie
|
|
|
2019
|
|
|
16,235
|
|
|
2,322
|
|
|
18,557
|
|
|
Kenneth Karklin
|
|
|
2019
|
|
|
13,284
|
|
|
1,242
|
|
|
14,526
|
|
|
Melissa Brown
|
|
|
2019
|
|
|
16,966
|
|
|
540
|
|
|
17,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
5.
-
Includes $23,078 of cash paid for unused accrued vacation.
-
6.
-
Ms. Covington was appointed our Senior Vice President and Chief Financial Officer effective March 1, 2017. She served as Vice President, Finance from
July 2016 to March 2017. She served as our Interim Chief Financial Officer from February 2015 to July 2015 and as Vice President of Finance of our former EES business segment from May 2011 to February
2015.
-
7.
-
Mr. Flittie retired from the company effective July 13, 2019.
-
8.
-
Ms. Brown was a new Named Executive Officer for fiscal year 2018.
Fiscal Year 2019 Pay Ratio
Under the Dodd-Frank Act, we are now required to disclose the ratio of the total annual compensation of our CEO to that of our median
employee. The new SEC rules promulgated pursuant to the Dodd-Frank Act require disclosure of the median of the annual total compensation of all of the company's employees, excluding our CEO; the
annual total compensation of our CEO; and the ratio of the amount of our CEO's annual compensation to the amount of the median employee's annual total compensation.
In
June 2018, we divested our former EES business segment and approximately 100 of our employees became employees of the purchaser. As a result of this transaction, we believe that a significant
change in our employee population occurred during fiscal year 2019 and determined to identify a new median employee for the calculation of our pay ratio for fiscal year 2019.
We
selected April 30, 2019, the last day of our most recently completed fiscal year, as the date upon which our median employee for fiscal year 2019 was identified. In our analysis to identify
the median employee, we included all employees employed as of April 30, 2019, excluding our CEO. We identified the median employee based on the sum of regular and overtime wages paid for fiscal
year 2019 and the bonus paid pursuant to the company's fiscal year 2019 bonus program. The company did not annualize the compensation of any employees hired during fiscal year 2019.
Using
the compiled data, we determined that the fiscal year 2019 annual total compensation of our median employee as of April 30, 2019 was $105,019 and that Mr. Nawabi's annual total
compensation for fiscal year 2019
54
Table of Contents
EXECUTIVE COMPENSATION TABLES
|
was
$2,052,107, both of which were calculated in accordance with Item 402(c) of Regulation S-K. The ratio of these amounts was 19.5:1.
Grants of Plan-Based Awards
The following table provides information with respect to plan-based awards granted to the Named Executive Officers during fiscal year 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
|
Grant Date
Fair
Value of
Stock and
Option
Awards
($)
2
|
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
|
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
1
|
|
Target
(#)
1
|
|
Maximum
(#)
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,389
|
4
|
|
384,936
|
|
Wahid Nawabi
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
5,005
|
|
|
10,009
|
|
|
20,018
|
|
|
|
|
|
205,730
|
|
Teresa Covington
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,714
|
4
|
|
122,431
|
|
Teresa Covington
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
1,592
|
|
|
3,184
|
|
|
6,368
|
|
|
|
|
|
65,446
|
|
Kirk Flittie
5
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,714
|
4
|
|
122,431
|
|
Kirk Flittie
5
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
1,592
|
|
|
3,184
|
|
|
6,368
|
|
|
|
|
|
65,446
|
|
Ken Karklin
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
857
|
4
|
|
61,216
|
|
Ken Karklin
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
796
|
|
|
1,592
|
|
|
3,184
|
|
|
|
|
|
32,723
|
|
Melissa Brown
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
734
|
4
|
|
52,430
|
|
Melissa Brown
|
|
|
6/29/18
|
3
|
|
|
|
|
|
|
|
|
|
|
682
|
|
|
1,364
|
|
|
2,728
|
|
|
|
|
|
28,036
|
|
Annual Executive Cash Bonus Plan
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
|
5/16/18
|
|
|
300,000
|
|
|
600,000
|
|
|
1,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teresa Covington
|
|
|
5/16/18
|
|
|
100,000
|
|
|
200,000
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk Flittie
|
|
|
5/16/18
|
|
|
100,000
|
|
|
200,000
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Karklin
|
|
|
5/16/18
|
|
|
75,000
|
|
|
150,000
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Melissa Brown
|
|
|
5/16/18
|
|
|
50,0000
|
|
|
100,000
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Represents number of shares of common stock issuable at threshold, target and maximum achievement levels for each of the Named Executive Officers under PRSUs for the
FY2019-FY2021 Performance Period (issued on June 29, 2018). The determinations of the shares of common stock that will be issuable to the Named Executive Officers following completion of the
performance period upon settlement of the PRSUs are described in the Compensation Discussion and Analysis section above. The actual number of shares of common stock issued to our Named Executive
Officers following the conclusion of the performance period will be based on our performance relative to the financial goals for the performance period. Threshold, target and maximum numbers assume
achievement of each of the financial metrics for the applicable performance period at the threshold, target and maximum levels, respectively.
-
2.
-
Represents the grant date fair value of the restricted stock awards and PRSUs as determined under ASC Topic 718. For additional information regarding the valuation
assumptions used in the calculation of these amounts, refer to Note 12 to the financial statements included in our annual report on Form 10-K for our 2019 fiscal year, as filed with the
SEC. The value reported for PRSUs granted in June 2018 reflects the value of the award at the grant date based upon the probable achievement of their vesting conditions, which was determined to be
28.8% of the target levels.
-
3.
-
Awards were approved by the Compensation Committee for non-CEO Named Executive Officers on June 20, 2018, with a grant date of June 29, 2018. Awards
were approved by the Board of Directors for the Chief Executive Officer on June 21, 2018, with a grant date of June 29, 2018.
-
4.
-
The restricted stock awards vest in three equal annual installments, with the first installment vesting on July 11, 2019.
-
5.
-
Mr. Flittie retired from the company effective July 13, 2019. Mr. Flittie's outstanding PRSUs were forfeited and cancelled upon his retirement.
Mr. Flittie began serving as a consultant to the company upon his retirement and his restricted stock awards that were outstanding as of his retirement continue to vest in accordance with their
terms.
-
6.
-
The Compensation Committee established maximum cash bonus and target bonus levels for the Named Executive Officers under our annual executive cash bonus plan in May
2019. The determination of the bonuses payable to the Named Executive Officers for fiscal year 2019 is described in the Compensation Discussion and Analysis section above. These columns show the range
of bonus amounts for each Named Executive Officer from the threshold to the maximum based on the maximum permissible bonus amount set at the beginning of the fiscal year.
55
Table of Contents
EXECUTIVE COMPENSATION TABLES
|
Outstanding Equity Awards at Fiscal Year-End
The following table provides information with respect to equity awards held by each of the Named Executive Officers as of April 30,
2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
Plan Awards:
|
|
|
|
|
|
Number of Securities
Underlying Unexercised
Options
1
|
|
|
|
|
|
|
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested ($)
1
|
|
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
|
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($)
|
|
|
|
|
|
|
|
|
|
Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
|
|
|
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Name
|
|
Grant
Date
|
|
Exercisable
(#)
|
|
Unexercisable
(#)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,389
|
3
|
|
369,470
|
|
|
|
|
|
|
|
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,018
|
4
|
|
1,372,434
|
4
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,275
|
6
|
|
293,094
|
|
|
|
|
|
|
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,748
|
4
|
|
1,902,403
|
4
|
|
|
|
5/30/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,630
|
7
|
|
180,313
|
|
|
|
|
|
|
|
|
|
|
6/24/15
|
|
|
30,000
|
|
|
20,000
|
|
|
26.70
|
|
|
6/24/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/24/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
6
|
|
411,360
|
|
|
|
|
|
|
|
|
|
|
8/1/14
|
|
|
12,928
|
|
|
3,236
|
|
|
31.27
|
|
|
8/1/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/1/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,452
|
8
|
|
99,549
|
|
|
|
|
|
|
|
|
|
|
4/22/13
|
|
|
30,000
|
|
|
|
|
|
18.07
|
|
|
4/22/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/12
|
|
|
50,000
|
|
|
|
|
|
28.72
|
|
|
3/1/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teresa Covington
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,714
|
3
|
|
117,512
|
|
|
|
|
|
|
|
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,368
|
4
|
|
436,590
|
4
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,309
|
6
|
|
89,745
|
|
|
|
|
|
|
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,638
|
4
|
|
592,221
|
4
|
|
|
|
5/30/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
805
|
7
|
|
55,191
|
|
|
|
|
|
|
|
|
|
|
6/24/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,200
|
6
|
|
219,392
|
|
|
|
|
|
|
|
|
|
|
6/24/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
809
|
6
|
|
55,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk Flittie
9
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,714
|
3
|
|
117,512
|
|
|
|
|
|
|
|
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,368
|
4
|
|
436,590
|
4
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,309
|
6
|
|
89,745
|
|
|
|
|
|
|
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,638
|
4
|
|
592,221
|
4
|
|
|
|
5/30/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
805
|
7
|
|
55,191
|
|
|
|
|
|
|
|
|
|
|
6/24/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
6
|
|
274,240
|
|
|
|
|
|
|
|
|
|
|
8/1/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350
|
8
|
|
23,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Karklin
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
857
|
3
|
|
58,756
|
|
|
|
|
|
|
|
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,184
|
4
|
|
218,295
|
4
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
872
|
6
|
|
59,784
|
|
|
|
|
|
|
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,972
|
4
|
|
340,880
|
4
|
|
|
|
5/30/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
537
|
7
|
|
36,817
|
|
|
|
|
|
|
|
|
|
|
6/24/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,800
|
6
|
|
191,968
|
|
|
|
|
|
|
|
|
|
|
8/1/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200
|
8
|
|
13,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Melissa Brown
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
734
|
3
|
|
50,323
|
|
|
|
|
|
|
|
|
|
|
6/29/18
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,728
|
4
|
|
187,032
|
4
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
611
|
6
|
|
41,890
|
|
|
|
|
|
|
|
|
|
|
6/30/17
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,832
|
4
|
|
125,602
|
4
|
|
|
|
5/30/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
376
|
7
|
|
25,779
|
|
|
|
|
|
|
|
|
|
|
12/2/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,667
|
10
|
|
114,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Calculated using the closing price per share of our common stock of $68.56 on April 30, 2019.
-
2.
-
Awards were approved by the Board of Directors for Mr. Nawabi on June 21, 2018, with a grant date of June 29, 2018. Awards were approved by the
Compensation Committee for all other Named Executive Officers on June 20, 2018, with a grant date of June 29, 2018.
-
3.
-
Unvested shares vest in three equal installments on July 11, 2019, 2020 and 2021.
-
4.
-
Represents the number of shares of common stock and the value of such shares that may be issued to the Named Executive Officers under PRSUs for the FY2018-2020
Performance Period (issued on June 30, 2017) and the FY2019-2021 Performance Period (issued June 29, 2018) at maximum performance. Provided that the performance goals for the FY2018-2020
Performance Period and the FY2019-2021 Performance Period are achieved, the Named Executive Officers' PRSUs will be settled in fully vested shares of restricted common stock. If target or maximum
performance is achieved for either performance period, the respective
56
Table of Contents
EXECUTIVE COMPENSATION TABLES
|
number of shares of restricted common stock that would be issued for each performance period and the value of such shares as of April 30, 2019 would be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY2018-2020 Performance Period
|
|
FY2019-2021 Performance Period
|
|
|
|
|
Target
Number
|
|
Target
Value ($)
|
|
Maximum
Number
|
|
Maximum
Value ($)
|
|
Target
Number
|
|
Target
Value ($)
|
|
Maximum
Number
|
|
Maximum
Value ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
13,874
|
|
951,201
|
|
27,748
|
|
1,902,403
|
|
10,009
|
|
686,217
|
|
20,018
|
|
1,372,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teresa Covington
|
|
4,319
|
|
296,111
|
|
8,638
|
|
592,221
|
|
3,184
|
|
218,295
|
|
6,368
|
|
436,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk Flittie
|
|
4,319
|
|
296,111
|
|
8,638
|
|
592,221
|
|
3,184
|
|
218,295
|
|
6,368
|
|
436,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Karklin
|
|
2,486
|
|
170,440
|
|
4,972
|
|
340,880
|
|
1,592
|
|
109,148
|
|
3,184
|
|
218,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Melissa Brown
|
|
916
|
|
62,801
|
|
1,832
|
|
125,602
|
|
1,364
|
|
93,516
|
|
2,728
|
|
187,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The actual number of shares of restricted common stock issued to our Named Executive Officers following the conclusion of a performance period will be based on our performance relative to the
financial goals for that performance period. The value of the shares of common stock that may be received by an executive will depend on our stock price on the settlement
date.
-
5.
-
Awards were approved by the Board of Directors for Mr. Nawabi on June 20, 2017, with a grant date of June 30, 2017. Awards were approved by the
Compensation Committee for all other Named Executive Officers on June 19, 2017, with a grant date of June 30, 2017
-
6.
-
Unvested
shares vest in two equal installments on each of July 11, 2019 and 2020.
-
7.
-
Unvested shares vested on July 11, 2019.
-
8.
-
Unvested shares vest on October 5, 2019.
-
9.
-
Mr. Flittie retired from the company effective July 13, 2019. Mr. Flittie's outstanding PRSUs were forfeited and cancelled upon his retirement.
Mr. Flittie began serving as a consultant to the company upon his retirement and his restricted stock awards that were outstanding as of his retirement continue to vest in accordance with their
terms.
-
10.
-
Unvested shares vest on January 4, 2020.
Option Exercises and Stock Vested in Fiscal Year 2019
The following table provides information on option exercises and stock award vesting for each of the Named Executive Officers during fiscal
year 2019.
|
|
|
|
|
|
|
|
|
|
|
Option Exercises
|
|
Stock Awards
|
Name
|
|
Number of
Shares Acquired
on Exercise
(#)
|
|
Value
Realized on
Exercise
($)
|
|
Number of
Shares Acquired
on Vesting
(#)
1
|
|
Value
Realized on
Vesting
($)
1
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
|
|
|
|
18,517
|
|
1,359,852
|
|
|
|
|
|
|
|
|
|
Teresa Covington
|
|
|
|
|
|
5,722
|
|
405,898
|
|
|
|
|
|
|
|
|
|
Kirk Flittie
|
|
|
|
|
|
5,868
|
|
426,978
|
|
|
|
|
|
|
|
|
|
Kenneth Karklin
|
|
|
|
|
|
4,442
|
|
320,961
|
|
|
|
|
|
|
|
|
|
Melissa Brown
|
|
|
|
|
|
2,740
|
|
189,931
|
|
|
|
|
|
|
|
|
|
-
1.
-
Includes shares of restricted stock that vested during fiscal year 2019 and shares issued for the vesting of the PRSUs for the FY2017-FY2019 Performance Period that
vested on June 25, 2019, which awards were settled on such date following the Compensation Committee's certification of company financial performance for the FY2017-FY2019 Performance Period;
see page 48 for information on such awards. Calculated using the closing price per share of our common stock of $68.56, the closing price of our common stock on April 30, 2019, the date
on which such awards were deemed vested for purposes of this table. The closing price per share of our common stock on June 25, 2019, the date of settlement of the PRSUs, was
$61.31.
57
Table of Contents
EXECUTIVE COMPENSATION TABLES
|
Payments Upon Termination or Change of Control
|
Severance Plan
On December 19, 2018, we adopted the AeroVironment, Inc. Executive Severance Plan (the "Severance Plan"), effective
January 1, 2019. The Severance Plan was implemented to replace the company's prior severance protection agreements with its Named Executive Officers, which agreements expired on
December 31, 2018. The Compensation Committee relied upon an analysis of severance practices for our peer companies provided by Pay Governance in demining the terms of the new Severance Plan.
Based on this analysis, the Compensation Committee determined that it was appropriate to enhance the severance benefits available under the Severance Plan as compared to the severance benefits under
the agreements that expired on December 31, 2018.
Each
of our Named Executive Officers is subject to the Severance Plan. The Severance Plan provides for the payment of certain benefits to each such officer in connection with a change in control
and/or the termination of the officer's employment by reason of death or "disability," by the company without "cause," or by the officer for "good reason," in certain cases in connection with a
"change in control" (in each case as defined in the Severance Plan), as summarized below. Except as noted below, the terms of the severance payments and other benefits provided to each of the
company's Named Executive Officers under the Severance Plan are identical, and the Severance Plan does not provide for a gross-up of severance benefits in the event that excise taxes under
Section 280G of the Internal Revenue Code of 1986, as amended.
The
terms of the Severance Plan are as follows:
-
(a)
-
Upon
termination of the officer's employment by the company without cause, and in the event there is no change in control of the company within 3 months after
or 18 months before termination of the officer's employment, the officer is entitled to receive: (i) 1.0x the sum of his or her base salary and annual target bonus for the fiscal year in
which termination occurs or for the previous fiscal year if the annual target bonus for the fiscal year has not yet been set (1.5x for the company's Chief Executive Officer), (ii) a prorated
target bonus for the fiscal year in which termination occurs, and (iii) the continuation of certain employee welfare plan benefits, including for his or her dependents and beneficiaries, for a
period of 12 months following the termination date or until the officer becomes eligible for equivalent benefits from a subsequent employer.
-
(b)
-
Upon
termination of the officer's employment by the company without cause or by the officer for good reason within 3 months before a change in control, the
officer is entitled to receive: (i) 1.5x the sum of his or her base salary and annual target bonus for the fiscal year in which termination occurs or for the previous fiscal year if the annual
target bonus for the fiscal year has not yet been set (2.5x for the company's Chief Executive Officer), (ii) a prorated target bonus for the fiscal year in which termination occurs,
(iii) acceleration of vesting and exercisability of restricted stock awards and options, (iv) the continuation of certain employee welfare plan benefits, including for his or her
dependents and beneficiaries, for a period of 12 months following the termination date or until the officer becomes eligible for equivalent benefits from a subsequent employer, and
(v) outplacement services for a period of 12 months following the termination date or until the first acceptance by the officer of an offer of employment, whichever comes first.
-
(c)
-
Upon
termination of the officer's employment by the company without cause or by the officer for good reason within 18 months after a change in control, the
officer is entitled to receive: (i) 1.5x the sum of his or her base salary and annual target bonus for the fiscal year in which termination occurs or for the previous fiscal year if the annual
target bonus for the fiscal year has not yet been set (2.5x for the company's Chief Executive Officer), (ii) a prorated target bonus for the fiscal year in which termination occurs,
(iii) acceleration of vesting and exercisability of restricted stock awards and options, (iv) vesting of any performance-based restricted stock units still eligible to vest,
(v) the continuation of certain employee welfare plan benefits, including for his or her dependents and beneficiaries, for a period of 12 months following the termination date or until
the officer becomes eligible for equivalent benefits from a subsequent employer, and (vi) outplacement services for a period of 12 months following the termination date or until the
first acceptance by the officer of an offer of employment, whichever comes first.
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EXECUTIVE COMPENSATION TABLES
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-
(d)
-
If
the officer's employment is terminated by reason of the officer's death or disability: (i) 1.0x the sum of his or her base salary and annual target bonus
for the fiscal year in which termination occurs or for the previous fiscal year if the annual target bonus for the fiscal year has not yet been set (1.5x for the company's Chief Executive Officer),
(ii) a prorated target bonus for the fiscal year in which termination occurs, and (iii) the continuation of certain employee welfare plan benefits, including for his or her dependents
and beneficiaries, for a period of 12 months following the termination date or until the officer becomes eligible for equivalent benefits from a subsequent employer.
To
receive the severance benefits described above, the officer must execute a full release of any and all claims against the company and comply with certain other obligations specified in the
Severance Plan.
For
purposes of the Severance Plan, "change in control" of the company generally means, subject to certain exceptions, (a) the consummation of a reorganization, merger, or consolidation or sale
or other disposition of all or substantially all of the company's assets unless all or substantially all of the beneficial owners prior to such transaction immediately own more than 50% of the
combined outstanding voting power of the entity resulting from the transaction; (b) individuals who at the beginning of any two year period constitute the company's board of directors cease for
any reason to constitute at least a majority of the board of directors; (c) the acquisition by any person of beneficial ownership of 30% or more of the outstanding voting power of the company;
or (d) the approval by the company's stockholders of a complete liquidation or dissolution of the company.
For
purposes of the Severance Plan, "good reason" means, unless defined in an officer's offer letter or other applicable employment agreement, (a) (i) any material adverse change in an
officer's authority, duties, or responsibilities (including reporting responsibilities) from such officer's authority, duties, and responsibilities as in effect at any time within three months
preceding the date of a change in control or at any time thereafter, or (ii) if such officer is an executive officer of the company a significant portion of whose responsibilities relate to the
company's status as a public company, such officer's failure to continue to serve as an executive officer of a public company, in each case except in connection with the termination of such officer's
employment for disability, for cause, death, or by the officer other than for good reason; (b) a material reduction in base salary; (c) the imposition of a requirement that an officer be
based at any place outside a 60-mile radius from his or her principal place of employment immediately prior to a change in control except for reasonably required travel on company business that is not
materially greater in frequency or duration than prior to the change in control; or (d) any material breach by the company of the Severance Plan or of any applicable employment agreement. In
order to terminate for good reason, an officer must (a) reasonably determine in good faith that a good reason condition has occurred; (b) notify the company in writing of the occurrence
of the condition within 90 days; (c) cooperate in good faith with the company's efforts, for a period of not less than 30 days following such notice, to remedy the condition
(after which time the condition still exists); and (d) terminate employment within 60 days after that remedy period.
For
purposes of the Severance Plan, "cause" means, unless defined in an officer's offer letter or other applicable employment agreement, (a) being convicted for committing an act of fraud,
embezzlement, theft, or other act constituting a felony (other than traffic related offenses or as a result of vicarious liability); (b) willfully engaging in illegal conduct or gross
misconduct that would (i) adversely affect the business or the reputation of the company or any of its affiliates with their respective current or prospective customers, suppliers, lenders, or
other third parties with whom such entity does or might do business or (ii) expose the company or any of its affiliates to a risk of civil or criminal legal damages, liabilities, or penalties;
however, no act or failure to act on the officer's part will be considered "willful" unless done or omitted to be done by such officer not in good faith and without reasonable belief that such
officer's action or omission was in the best interest of the company; or (c) an officer's failing to perform his or her duties in a reasonably satisfactory manner after the receipt of a notice
from the company detailing such failure if the failure is incapable of cure, and if the failure is capable of cure, upon the failure to cure such failure within 30 days of such notice or upon
its recurrence.
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EXECUTIVE COMPENSATION TABLES
|
Potential Payments Upon Termination or Change in Control
Summary of Potential Payments Upon Termination (As of April 30, 2019)
The table below sets forth the estimated payments to be made to each Named Executive Officer under the Severance Plan in the event of the officer's
involuntary termination by the company without cause, termination by reason of death or disability, in each case not within the change in control protection period provided in the Severance Plan. The
following table assumes that such termination occurred on April 30, 2019.
|
|
|
|
|
|
|
|
|
Name
|
|
Cash
Severance
1
($)
|
|
Benefits
Continuation
2
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
2,400,000
|
|
26,749
|
|
|
2,426,749
|
|
|
|
|
|
|
|
|
|
|
Teresa Covington
|
|
750,000
|
|
18,950
|
|
|
768,950
|
|
|
|
|
|
|
|
|
|
|
Kirk Flittie
3
|
|
725,000
|
|
36,418
|
|
|
761,418
|
|
|
|
|
|
|
|
|
|
|
Kenneth Karklin
|
|
550,000
|
|
36,418
|
|
|
586,418
|
|
|
|
|
|
|
|
|
|
|
Melissa Brown
|
|
500,000
|
|
13,675
|
|
|
513,675
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Cash severance was calculated using the base salary in effect for each officer on April 30, 2019, the target annual bonus for each officer for fiscal year 2019
plus a pro-rata annual bonus equal to the target annual bonus for fiscal year 2019.
-
2.
-
The benefit continuation payment is based on premium
costs as of April 30, 2019.
-
3.
-
Mr. Flittie retired effective July 13, 2019 and is no longer a participant in the Severance Plan.
Summary of Potential Payments Upon Change in Control (As of April 30, 2019)
The table below sets forth the estimated payments to be made to each Named Executive Officer under the Severance Plan in the event of the officer's
involuntary termination by the company without cause or the officer's voluntary termination for good reason within 18 months after a change in control. The following table assumes that such
termination, and a corresponding change in control, occurred on April 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Benefits
|
|
|
|
Name
|
|
Cash
Severance
1
($)
|
|
Benefits
Continuation
2
($)
|
|
In-the-Money
Value of
Accelerated
Stock Options
3
($)
|
|
Value of
Accelerated
Restricted
Stock Awards
4
($)
|
|
Value of
Accelerated
Restricted
Stock Unit
Awards
5
($)
|
|
Total Value
of Change-
in-Control
Related Benefits
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wahid Nawabi
|
|
3,600,000
|
|
26,749
|
|
957,870
|
|
1,353,786
|
|
951,201
|
|
6,889,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teresa Covington
|
|
1,025,000
|
|
18,950
|
|
|
|
537,305
|
|
296,111
|
|
1,877,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk Flittie
6
|
|
987,500
|
|
36,418
|
|
|
|
560,684
|
|
296,111
|
|
1,880,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Karklin
|
|
750,000
|
|
36,418
|
|
|
|
361,037
|
|
170,440
|
|
1,317,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Melissa Brown
|
|
700,000
|
|
13,675
|
|
|
|
232,281
|
|
62,801
|
|
1,008,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Cash severance was calculated using the base salary in effect for each officer on April 30, 2019, the target bonus for each officer for fiscal year 2019 and a
pro-rata annual bonus equal to the target annual bonus for fiscal year 2019.
-
2.
-
The benefit continuation payment is based on premium costs as
of April 30, 2019. The benefits continuation column excludes outplacement benefits which we are
not able to quantify at this time. We expect the amount of outplacement benefits to be immaterial.
-
3.
-
Amounts in respect of stock options were
determined by multiplying the number of stock options that would have vested upon such employment termination by the
difference between $68.56, the closing price of our common stock on April 30, 2019, and the applicable exercise prices of such stock options.
-
4.
-
Amounts in respect of restricted stock awards were determined by multiplying the number of restricted stock awards that would have vested upon such employment
termination by $68.56, the closing price of our common stock on April 30, 2019.
-
5.
-
Amounts in respect of restricted stock unit awards
were determined by multiplying the target number of shares of common stock underlying such restricted stock units
that would have vested upon such employment termination by $68.56, the closing price of our common stock on April 30, 2019. In the event of a change in control prior to the last date of the
applicable three-year performance period, the number of PRSUs that will be eligible to vest will be equal to the greater of (1) the target number of PRSUs or (2) the number of PRSUs that
would vest if the performance period ended on the date of the change in control and performance was
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EXECUTIVE COMPENSATION TABLES
|
measured as of that date (with the performance objectives adjusted proportionately to reflect the hypothetical shortened performance period). These "vesting eligible" PRSUs will then convert to
time-based awards that will vest on the last day of the performance period, subject to the Named Executive Officer's continued employment or service through such date. However, if a Named Executive
Officer's employment is terminated by us other than for cause or by the Named Executive Officer for good reason, in each case within 18 months following a change in control, all of the "vesting
eligible" PRSUs will vest upon such termination. For purposes of the table, amounts in respect of PRSUs were determined by multiplying the target number of shares of common stock underlying such PRSUs
that would have vested upon such employment termination by $68.56, the closing price of our common stock on April 30, 2019. Includes amounts for vesting of PRSUs for the FY2018-2020 Performance
Period. Excludes PRSUs for the FY2017-2019 Performance Period, which would vest according to their terms based on the company's actual performance for the applicable performance
period.
-
6.
-
Mr. Flittie retired effective July 13, 2019 and is no longer a participant in the Severance
Plan.
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AUDIT MATTERS