Compensation Tables |
2018 Summary Compensation Table
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Stock Awards (Column (e))
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The amounts reported in the Stock Awards column represent the aggregate grant date fair value of time-based restricted stock units, or
RSUs, and performance-based restricted stock units, or PBRSUs, granted to each of our NEOs in each of the applicable years, calculated in accordance with the Financial Accounting Standards Boards Accounting Standards Codification Topic 718,
Compensation Stock Compensation. The grant date fair value of RSUs is determined using the fair value of our common stock on the date of grant, and the grant date fair value of PBRSUs is calculated based on the fair value of our common stock
on the date of grant and the probable outcome of the performance measures for the applicable performance period as of the date on which the PBRSUs are granted. This estimated fair value for PBRSUs is different from (and lower than) the maximum value
of PBRSUs set forth below. The equity incentive awards included in this column were all awarded under the Companys 2008 Equity Incentive Award Plan, as amended and restated.
RSUs:
For 2018, RSU awards were granted to our NEOs in connection with the
Companys annual equity grant on April 1, 2018 with a grant date value of $6,200,018 for Mr. Wenig, $2,900,620 for Mr. Schenkel, $1,115,614 for Ms. Jones, $2,603,126 for Mr. Fisher, $1,859,370 for Mr. Lee and
$2,038,711 for Mr. Pittman.
PBRSUs:
PBRSUs provide an
opportunity for our NEOs to receive time-based RSUs if the performance measures for a particular time period typically 24 months are met. For a description of the performance measures for the 2018-2019 PBRSU awards, see
Compensation Discussion and Analysis Elements of Our Executive Compensation Program Equity Incentive Awards PBRSU Program above.
For 2018, PBRSU awards were granted to our NEOs in connection with the Companys annual equity grant on April 1, 2018 with a grant date value of $9,300,027
for Mr. Wenig, $4,350,910 for Mr. Schenkel, $1,673,421 for Ms. Jones, $3,904,648 for Mr. Fisher, $2,789,034 for Mr. Lee and $3,067,938 for Mr. Pittman.
Assuming the highest level of performance is achieved under the applicable performance measures for the 2018-2019 PBRSU awards, the maximum possible value of the PBRSU
awards allocated to our NEOs for such performance period using the fair value of our common stock on the date that such awards were granted is presented below:
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Name
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Maximum Value
of PBRSUs (as
of Grant Date)
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Mr. Wenig
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$
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33,480,097
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Mr. Schenkel
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$
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15,663,276
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Mr. Fisher
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$
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14,056,732
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Ms. Jones
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$
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6,024,316
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Mr. Lee
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$
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10,040,522
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Mr. Pittman
(1)
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n/a
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(1)
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Mr. Pittmans employment with the Company was terminated on July 2, 2018, and he therefore will not be eligible to
vest in any such PBRSU awards.
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The value that our NEOs received in 2018 from the vesting of stock awards is reflected in the 2018 Option
Exercises and Stock Vested table below. Additional information on all outstanding stock awards as of December 31, 2018 is reflected in the 2018 Outstanding Equity Awards at Fiscal
Year-End
table below.
In addition to the annual equity grants, and as described above, Ms. Jones received an equity-based retention award in an amount of $8,000,000 on
July 15, 2018, which was allocated in accordance with the Companys generally allocation: 60% PBRSUs and 40% RSUs. The retention award was granted in recognition of Ms. Jones significant contributions to the Company as well as
her key role in the Companys future. Ms. Jones plays a valuable role within our leadership, and there is considerable competition in the market for her skill set.
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