Executive Compensation
ELEMENTS OF COMPENSATION
Long-Term Performance Awards
In November 2017, the Human Capital Committee granted long-term equity incentive awards to our executive officers. These awards potentially vest in
November 2020 based on the achievement of the following, two performance metrics.
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Driving Shareholder Value |
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Weighting of Bonus Target |
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Threshold
(50% of Target) |
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Target
(100% of Target) |
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Stretch
(200% of Target) |
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Cumulative Adjusted Earnings per Share |
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Aligns executive officers with shareholders through a shared focus
on the earnings that accrue to a shareholder in our stock |
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50% |
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8.73 |
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9.70 |
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10.67 |
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Cumulative Free Cash Flow as a Percentage of Adjusted Net Sales |
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Measures free cash flow relative to net sales, encouraging a
sustained focus on maximizing cash flow over the long term |
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50% |
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11.5% |
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12.5% |
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13.5% |
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The Human Capital Committee adopted performance metrics that use non-GAAP
financial measures, which exclude certain items that the Human Capital Committee believes are not reflective of the Companys ongoing operating performance, such as costs related to acquisition and integration costs, and gain on sale of real
estate. The Human Capital Committee believes these performance metrics more accurately reflect Energizers underlying financial and operating results.
Each metric for the long-term incentive program is subject to adjustment for certain limited matters, including the effects of acquisitions,
divestitures or recapitalizations, extraordinary transactions such as mergers or spin-offs, unusual or non-recurring non-cash accounting impacts, and variations in the
exchange rate between foreign currencies and budget exchange rate.
The number of units granted to each NEO is shown in the Grants of
Plan-Based Awards Table. No vesting of performance based long-term incentive awards occurs for results below the Threshold goal, and the maximum bonus payout is capped at 200% for Company performance at, or above, Stretch performance.
Value Provided to Shareholders
Over the past three years, we have provided significant value to our shareholders, with total shareholder return of 56.4%. These results we achieved for
our shareholders are consistent with the results obtained under our incentive plans. Similarly, the performance measures associated with those long-term performance incentive awards that were granted in 2015 were measured over a three-year vesting
period and were tied to cumulative adjusted earnings per share and cumulative free cash flow as a percentage of adjusted net sales. The Company had outstanding results over the three-year vesting period. Based on these results, the long-term
performance incentive grants paid out at 200% of target.
OTHER PAY PRACTICES
Executive Savings Investment Plan
On July 1, 2015, we adopted an executive savings investment plan, our excess 401(k) plan, in which certain executive officers, including our NEOs,
participate. Under the plan, amounts that would be contributed, either by an executive or by the Company on the executives behalf, to the Companys qualified defined contribution plan (the 401(k) plan) but for limitations
imposed by the IRS, will be credited to the non-qualified defined contribution executive savings investment plan. Details of the executive savings investment plan, including the contributions, earnings, and year-end balances, are set forth in the Non-Qualified Deferred Compensation Table.
In fiscal 2017, we adopted an amendment to the Executive Savings Investment Plan, aligning this plan to the terms of our 401(k) plan by revising the
four-year vesting schedule to immediate vesting of the Company match. This amendment, effective January 1, 2018, aligned the plan with market practice, facilitates ease in integrating plans in the event of a merger or acquisition, and reduces
compliance requirements.
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32 Energizer Holdings, Inc. 2018 Proxy Statement
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