CEO PAY RATIO
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of
all our employees, the annual total compensation of our President and Chief Executive Officer, Steven W. Berglund, and the ratio of these two amounts.
We have determined the median of the annual total compensation of all our employees, excluding Mr. Berglund, for 2017 to be $83,151. The
annual total compensation of Mr. Berglund for 2017 was $10,637,661. The ratio of the annual total compensation of Mr. Berglund to the median of the annual total compensation of all our employees was 128 to 1. This ratio is a reasonable
estimate calculated in a manner consistent with Item 402(u) of Regulation
S-K
under the Securities Exchange Act of 1934.
As permitted by SEC rules, to identify our median employee, we selected the base salaries in effect as of October 1, 2017 and
profit-sharing amounts for the period from October 1, 2016 through September 30, 2017 as the compensation measure to be used to compare the compensation of our employees. We selected October 1, 2017, which is within the last three
months of 2017, as the date upon which we would identify the median employee, because it enabled us to make such identification in a reasonably efficient and economical manner.
As of October 1, 2017, our employee population consisted of approximately 9,228 individuals, with approximately 3,924 employees in the
United States and approximately 5,304 employees outside the United States. In determining this population, we considered the employees of our subsidiaries and all of our worldwide employees other than the CEO, whether employed on a full-time,
part-time, or seasonal basis, except for our employees in Peru (1 employee), Qatar (1 employee), Romania (1 employee), Bulgaria (2 employees), Ghana (2 employees), Ukraine (3 employees), Estonia (4 employees), Saudi Arabia (4 employees),
Argentina (4 employees), Chile (5 employees), Denmark (5 employees), Austria (6 employees), Indonesia (8 employees), Italy (8 employees), Poland (10 employees) and Japan (12 employees) (a total of 76 individuals, and less than 1% of our employee
population) who were excluded pursuant to the
de minimis
exemption provided under Item 402(u). The
de minimis
exception permits a company to exclude up to 5% of its total employees who are located in countries outside the United
States. We did not include any contractors or other
non-employee
workers in our employee population. We annualized the compensation for any full-time and part-time employees who commenced work during 2017. We
did not make any cost of living adjustments.
Using this approach, we selected the individual at the median of our employee population, who
was a Customer Support Representative based in the United States. Once we identified this median employee, we totaled all of the elements of the employees annual total compensation for 2017 in accordance with the requirements of the applicable
SEC rules, using the same methodology we use for our named executive officers as set forth in our Summary Compensation Table. We determined that such individuals annual total compensation for the fiscal year ended December 31, 2017 was
$83,151 (excluding any estimated retirement and health benefits).
During 2017, Mr. Berglund served as our President and Chief
Executive Officer. We determined his annual total compensation for the fiscal year ended December 31, 2017 was $10,637,661, as reported in our 2017 Summary Compensation Table.
Because the SEC rules for identifying the median of the annual total compensation of all our employees and calculating the pay ratio based on
that employees annual total compensation allow companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the
pay ratio reported by other companies may not be comparable to the pay ratio we are reporting, as those companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and
assumptions in calculating their pay ratios.
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