| Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ | |
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ABM Industries Incorporated
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Maryellen Herringer Chairman of the Board of Directors |
| | Henrik C. Slipsager President and Chief Executive Officer |
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Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. You should read the entire proxy statement carefully before voting.
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Annual Meeting of Shareholders
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Time and Date:
10:00 a.m. Eastern Time, March 4, 2015
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Place:
Hotel Sofitel New York
45 West 44th Street New York, New York 10036
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Record Date:
January 14, 2015
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Voting:
Shareholders
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Meeting Agenda
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Election of three directors
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Ratification of the selection of KPMG LLP as ABM’s independent registered public accounting firm for fiscal year 2015
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Non-binding advisory vote to approve executive compensation
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Approval of the Amended and Restated 2006 Equity Incentive Plan
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Transact any other business that may properly come before the meeting
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| | Voting Matters | | | |||||||||||||||
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Board Proposals |
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Board Vote
Recommendation |
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Page Reference
(for more detail) |
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| | Election of Directors | | |
FOR EACH DIRECTOR NOMINEE
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5
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Ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2015
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FOR
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57
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| | Advisory vote to approve executive compensation | | |
FOR
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58
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| | Approval of the Amended and Restated 2006 Equity Incentive Plan | | |
FOR
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59
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Board Nominees
The following table provides summary information about each director who is nominated for election. Each director nominee will serve a three-year term expiring at the 2018 Annual Meeting of Shareholders.
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| | Name | | |
Age
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Director Since
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Occupation
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Independent
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Committee Assignments
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| | Linda Chavez | | |
67
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1997
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President — Becoming American Institute
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✓
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Compensation; Governance
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| | J. Philip Ferguson |
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69
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2009
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Former Vice Chairman — University of Texas Investment Management Company
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✓
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Audit; Governance
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| | Scott Salmirs | | |
52
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2015
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Executive Vice President — ABM Industries Incorporated
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—
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Skills and Experience
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| | Operations Experience | | | | | | | |
✓
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| | |
✓
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| | |
✓
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| | | | | | |
✓
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| | |
✓
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| | |
✓
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| | |
✓
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| | Compensation Expertise | | | |
✓
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| | |
✓
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| | |
✓
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| | | | | | |
✓
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| | |
✓
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| | |
✓
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| | |
✓
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| | Industry Experience | | | | | | | | | | | | | | | | | | | | | | | |
✓
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✓
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| | |
✓
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| | | | | |
| | Board Experience | | | |
✓
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| | |
✓
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| | |
✓
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✓
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✓
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| | |
✓
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| | | | | | |
✓
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✓
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| | Financial Experience | | | |
✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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| | Mergers and Acquisitions Experience | | | | | | | |
✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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| | Sales and Marketing | | | | | | | |
✓
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✓
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✓
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✓
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| | |
✓
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| | Government/Government Relations | | | |
✓
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✓
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✓
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✓
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| | Global | | | | | | | | | | | |
✓
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✓
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✓
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✓
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✓
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| | | | | | |
✓
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| | Diversity | | | |
✓
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| | | | | | |
✓
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✓
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✓
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✓
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| | | | | | |
✓
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✓
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| | | | Linda Chavez | | |
Director Since 1997
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Age 67
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| | | | President, Becoming American Institute | | ||||||
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Ms. Chavez is the president of the Becoming American Institute, a position she has held since 2014. Additionally, she is founder and chairman of the Center for Equal Opportunity, a position she has held since January 2006. Prior to her appointment as chairman, Ms. Chavez served as president of the Center for Equal Opportunity from January 1995 through December 2005. Ms. Chavez was a director of Pilgrim’s Pride Corporation from 2004 to 2008 where she served on the audit committee. Previously, she was a director of Greyhound Lines, Inc. from 1995 to 1999, when it was acquired by another company. Ms. Chavez has held numerous appointed positions, including chief executive officer of the National Commission on Migrant Education from 1988 to 1992, chief executive officer of the U.S. Commission on Civil Rights from 1983 to 1985, and White House Director of Public Liaison in 1985. In 1992, she was elected by the United Nations Commission on Human Rights to serve a four-year term as U.S. Expert to the U.N. Sub-Commission on the Prevention of Discrimination and Protection of Minorities. She is a 2006 graduate of the UCLA Anderson Graduate School of Management Director Training and Certification Program and served on the advisory board of the Outstanding Directors Exchange in 2008 and 2009. Ms. Chavez serves on the board of Research Electro-Optics, a privately held company. Ms. Chavez also serves or has served on numerous non-profit boards, including the Campaign to Prevent Teen and Unplanned Pregnancies, and she is an author and nationally syndicated columnist and television commentator and writes extensively about public policy issues.
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| | | | J. Philip Ferguson | | |
Director Since 2009
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Age 69
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| | | | Former Vice Chairman, University of Texas Investment Management Company | | ||||||
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Mr. Ferguson has spent 45 years in the investment management business, currently serving on the board of managers of Salient Partners, on the investment committee for Silver Ventures and Houston Endowment, Inc., and as non-executive chair of the investment committee of Ascendant Advisors. Mr. Ferguson served until April 2012, on the board of directors of the University of Texas Investment Management Company (UTIMCO), a position he held since August 2003. He chaired the UTIMCO compensation committee and served on its risk and policy committees. Mr. Ferguson also serves on the advisory committee of the MBA Investment Fund at the McCombs School of Business at the University of Texas-Austin, a position held since March 2005 and is vice-chair of the University of Texas Health Science Center Development Board. Mr. Ferguson held various executive positions with AIM Capital Management, Inc. (now Invesco AIM) from 2000 to 2007, serving most recently as president and chief investment officer. Previously, he held senior positions at several investment management firms, including: managing partner at Beutel, Goodman & Company; senior vice president at Lehman Brothers, Inc.; and vice president of Goldman, Sachs & Company. Mr. Ferguson also serves or has served on various investment and civic boards, including the Investment Adviser Association, Museum of Fine Arts, Houston, and on the Chancellor’s Advisory Council, Texas Christian University.
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Scott Salmirs
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Director Since 2015
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Age 52
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| Executive Vice President, ABM Industries Incorporated | | |||||||||
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Mr. Salmirs is an executive vice president of the Company, a position held since September 2014. As such, he has global responsibility for the Company’s aviation division and all international activities. Previously, Mr. Salmirs served as executive vice president of ABM Janitorial Services — Northeast from 2003 to December 2014. Prior to joining the Company, Mr. Salmirs held various leadership positions at Goldman, Sachs & Company, Lehman Brothers, Inc., and CBRE. Mr. Salmirs also serves on the board of Outreach, a New York non-profit organization dedicated to rehabilitating teen drug users, and is a founding board member of Donate Eight, a non-profit group associated with the New York Organ Donor Network. In January 2015, the Company’s Board of directors appointed Mr. Salmirs president and chief executive officer effective March 31, 2015.
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Luke S. Helms
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Director Since 1995
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Age 71
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| Managing Director, Sonata Capital Group | | |||||||||
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Mr. Helms is the managing director of Sonata Capital Group, a privately owned, registered investment advisory firm, a position held since June 2000. Previously, Mr. Helms served as vice chairman of KeyBank from April 1998 to March 2000 and held various senior executive positions at Bank of America Corporation, including vice chairman from May 1993 to October 1998. He also served as president of Seafirst Bank from November 1987 to September 1990 and chief executive officer from September 1990 to May 1993. Mr. Helms was a director of Lifelock, Inc., a privately owned company, from 2007 to 2008 and has served as a director of Manulife Financial Corporation since 2007.
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Sudhakar Kesavan
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Director Since 2012
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Age 60
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| Chairman and Chief Executive Officer, ICF International | | |||||||||
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Mr. Kesavan is chairman and chief executive officer of ICF International, a position held since 1999. He has also been a director of ICF International since June 1999. Previously, Mr. Kesavan served as the president of ICF Consulting Group, a subsidiary of ICF Kaiser from 1997 to 1999. Mr. Kesavan serves as chair of the Northern Virginia Technology Council. He also serves as board member emeritus of the Rainforest Alliance, a New York-based non-profit environmental organization and on the board of Inova Health Systems, a not-for-profit healthcare system based in Northern Virginia.
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William W. Steele
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Director Since 1998
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Age 78
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| Former President and Chief Executive Officer, ABM Industries Incorporated | | |||||||||
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Mr. Steele is a former officer and employee of the Company, who retired in October 2000 after 43 years of employment with the Company. Mr. Steele’s positions with the Company included service as president from November 1991 to October 2000 and chief executive officer from November 1994 to October 2000. Mr. Steele also serves as a director of TrueBlue, Inc. (NYSE: TBI), a leading staffing, recruiting and workforce management company, a position he has held since 2001, where he chairs its governance and nominating committee, is a member of its audit committee and has served as its lead independent director since October 2008.
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Anthony G. Fernandes
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Director Since 2007
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Age 69
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| Former Chairman, Chief Executive Officer and President of Philip Services Corporation | | |||||||||
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Mr. Fernandes served as chairman, chief executive officer and president of Philip Services Corporation from August 1999 to April 2002. Prior to joining Philip Services Corporation, Mr. Fernandes had a 30-year career with the Atlantic Richfield Company (ARCO), serving as executive vice president and director of ARCO from 1994 to 1999; president of ARCO Coal, a subsidiary of ARCO, from 1990 to 1994 and corporate controller of ARCO from 1987 to 1990. He was a member of the ARCO board of directors and chairman of ARCO Chemical Company, a NYSE company 80% owned by ARCO. From 2003 to 2007, he was a director of Tower Automotive, Inc. He also currently serves as a director of Baker Hughes Incorporated, Cytec Industries, and Black and Veatch Corporation.
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| | | | Maryellen C. Herringer | | |
Director Since 1993
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Age 71
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| | | | Non-Executive Chairman of the Board, ABM Industries Incorporated | | ||||||
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Ms. Herringer is retired executive vice president, general counsel and secretary of APL Limited. She held various executive positions with APL Limited, an international provider of transportation and logistics, from 1991 to 1997 and was responsible at various times for overseeing functions including legal, risk management, corporate communications, human resources, internal audit, tax and community affairs. Prior to joining APL Limited, Ms. Herringer was a partner in the international law firm of Morrison & Foerster from 1989 to 1991. From 1981 to 1989, Ms. Herringer held various positions at Transamerica Corporation (insurance and financial services), including vice president and general counsel from 1981 to 1983 and senior vice president and general counsel from 1983 to 1989. Ms. Herringer serves as a director of PG&E Corporation and Pacific Gas and Electric Company, a subsidiary of PG&E Corporation, and is chair of such companies’ nominating and governance committees and serves on their audit and compensation committees. She served as interim lead director of PG&E Corporation and Pacific Gas and Electric Company and interim non-executive Chairman of the Board of Pacific Gas & Electric Company from May to September 2011. Ms. Herringer currently is a member of the Board of Trustees of Mills College, Vassar College and the San Francisco Museum of Modern Art and has served on the boards of numerous educational institutions and not-for-profit organizations. She is also a former chair of the Business Law Section of the State Bar of California.
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| | | | Winifred Markus Webb | | |
Director Since 2014
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Age 56
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| | | | Chief Executive Officer, Kestrel Corporate Advisors | | ||||||
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Ms. Webb is chief executive officer of Kestrel Corporate Advisors, a position she has held since February 2013. From January 2010 to January 2013 she was managing director for Tennenbaum Capital Partners, LLC. Ms. Webb was a member of the corporate executive team as chief communications and investor relations officer and senior advisor for Ticketmaster Entertainment Inc. from April 2008 to January 2010. She served for 20 years with The Walt Disney Company, from 1988 to 2008, primarily as corporate senior vice president of investor relations and shareholder services responsible for overseeing Disney’s strategic financial communications worldwide and governance outreach. She was also executive director for The Walt Disney Company Foundation. Her previous roles included investment banking positions with PaineWebber Inc. and Lehman Brothers Kuhn Loeb. A member of the board of directors for publicly traded Jack in the Box Inc. from 2008 to 2014, Ms. Webb currently also serves on the boards of Personal BlackBox Company and PetSmart Charities Inc.
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Director
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Audit
Committee |
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Compensation
Committee |
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Corporate
Citizenship and Communications Committee |
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Governance
Committee |
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| | Linda Chavez | | | | | | | |
✓
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✓
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✓
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| | J. Philip Ferguson | | | |
✓
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✓
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✓
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| | Anthony G. Fernandes | | | |
✓(C)
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✓
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| | Luke S. Helms | | | |
✓
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✓
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✓(C)
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| | Maryellen C. Herringer | | | | | | | |
✓
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| | Sudhakar Kesavan | | | | | | | |
✓(C)
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| | Scott Salmirs | | | | | | | | | | | | | | | | | | |
| | Henrik C. Slipsager | | | | | | | | | | | | | | | | | | |
| | William W. Steele | | | | | | | | | | | |
✓(C)
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| | Winifred Markus Webb | | | |
✓
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Number of meetings in fiscal year 2014
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7
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9
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4
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8
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Compensation Element
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2014 Compensation Program
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2015 Compensation Program
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| | Annual Board Cash Retainer | | | |
$145,000 for Chairman of the Board;
$70,000 for other non-employee directors |
| | | $175,000 for Chairman of the Board; $70,000 for other non-employee directors |
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| | Annual Board Equity Retainer | | | | $90,000 | | | | $175,000 for the Chairman of the Board; $110,000 for other non-employee directors |
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| | Board Attendance Fees | | | | None | | | | None | | |
| | Committee Attendance Fees | | | | None | | | | None | | |
| | Annual Chair Fees | | | | $15,000 for Audit Chair $10,000 for Compensation Chair $7,500 for Governance Chair $5,000 for Corporate Citizenship and Communications Chair |
| | | $15,000 for Audit Chair $10,000 for Compensation Chair $7,500 for Governance Chair $5,000 for Corporate Citizenship and Communications Chair |
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| | Annual Committee Member Retainer* |
| | | $20,000 for Audit members $12,500 for Compensation members $7,500 for Governance members $5,000 for Corporate Citizenship and Communication members |
| | | $20,000 for Audit members $12,500 for Compensation members $7,500 for Governance members $5,000 for Corporate Citizenship and Communication members *The Chairman of the Board will not receive a separate retainer for Committee memberships. |
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Name of Director
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Fees
Earned or Paid in Cash(2) ($) |
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Stock
Awards(3) ($) |
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All Other
Compensation(4) ($) |
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Total
($) |
| | ||||||||||||
| | Linda Chavez | | | | | | 95,000 | | | | | | | 89,992 | | | | | | | 9,780 | | | | | | | 194,772 | | | |
| | J. Philip Ferguson | | | | | | 102,500 | | | | | | | 89,992 | | | | | | | 5,065 | | | | | | | 197,557 | | | |
| | Anthony G. Fernandes | | | | | | 110,000 | | | | | | | 89,992 | | | | | | | — | | | | | | | 199,992 | | | |
| | Luke S. Helms | | | | | | 117,500 | | | | | | | 89,992 | | | | | | | 5,065 | | | | | | | 212,557 | | | |
| | Maryellen C. Herringer | | | | | | 169,500 | | | | | | | 89,992 | | | | | | | 5,065 | | | | | | | 264,557 | | | |
| | Stephen M. Kadenacy(1) | | | | | | 80,806 | | | | | | | 104,965 | | | | | | | 28 | | | | | | | 185,799 | | | |
| | Sudhakar Kesavan | | | | | | 92,500 | | | | | | | 89,992 | | | | | | | 1,688 | | | | | | | 184,180 | | | |
| | William W. Steele | | | | | | 90,000 | | | | | | | 89,992 | | | | | | | 5,065 | | | | | | | 185,057 | | | |
| |
NAMED EXECUTIVE OFFICERS
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•
Henrik C. Slipsager, our President and Chief Executive Officer
•
James S. Lusk, our Executive Vice President and Chief Financial Officer
•
James P. McClure, our Executive Vice President and business leader for our Onsite Services
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| | |
•
Tracy K. Price, our Executive Vice President and business leader for Building & Energy Services and Corporate Sales and Marketing
•
Sarah Hlavinka McConnell, our Executive Vice President, General Counsel and Corporate Secretary
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COMPENSATION COMPARATOR GROUP
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| | ||||||
| | Arkansas Best Corporation Brinker International, Inc. The Brink’s Company C. H. Robinson Worldwide, Inc. Cintas Corporation Convergys Corporation Con-Way Inc. |
| | Corrections Corporation of America Emcor Group, Inc. Healthcare Services Group, Inc. Insperity, Inc. Iron Mountain Inc. J.B. Hunt Transport Services, Inc. Kelly Services, Inc. |
| | Rent-A-Center Republic Services, Inc. Robert Half International Inc. Rollins Inc. SP Plus Corporation URS Corporation Werner Enterprises, Inc. |
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Name
|
| | |
Fiscal
Year |
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Base
Salary ($) |
| | |
Performance
Share Awards Vested in Fiscal Year(1) ($) |
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Option
Awards Vested in Fiscal Year(2) ($) |
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RSU
Awards Vested in Fiscal Year(3) ($) |
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Non-Equity
Incentive Plan Compensation ($) |
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All
Other Compensation(4) ($) |
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Total
Compensation Realized ($) |
| | ||||||||||||||||||||||||
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Henrik C. Slipsager
President & Chief Executive Officer |
| | | | | 2014 | | | | | | | 888,666 | | | | | | | 661,203 | | | | | | | 304,836 | | | | | | | 253,312 | | | | | | | 1,048,806 | | | | | | | 69,073 | | | | | | | 3,225,896 | | | |
| | | 2013 | | | | | | | 864,166 | | | | | | | 415,870 | | | | | | | 199,565 | | | | | | | 402,651 | | | | | | | 1,303,448 | | | | | | | 37,453 | | | | | | | 3,223,153 | | | | |||||
| | | 2012 | | | | | | | 847,898 | | | | | | | 511,521 | | | | | | | 63,934 | | | | | | | 490,452 | | | | | | | 646,000 | | | | | | | 57,976 | | | | | | | 2,617,781 | | | | |||||
| |
James S. Lusk
Executive Vice President & Chief Financial Officer |
| | | | | 2014 | | | | | | | 559,342 | | | | | | | 191,690 | | | | | | | 134,338 | | | | | | | 164,126 | | | | | | | 455,221 | | | | | | | 26,257 | | | | | | | 1,530,974 | | | |
| | | 2013 | | | | | | | 543,916 | | | | | | | 127,848 | | | | | | | 113,828 | | | | | | | 116,588 | | | | | | | 537,078 | | | | | | | 18,292 | | | | | | | 1,457,550 | | | | |||||
| | | 2012 | | | | | | | 526,763 | | | | | | | 145,313 | | | | | | | 12,874 | | | | | | | 115,766 | | | | | | | 304,843 | | | | | | | 28,580 | | | | | | | 1,134,139 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| |
James P. McClure
Executive Vice President |
| | | | | 2014 | | | | | | | 674,347 | | | | | | | 264,311 | | | | | | | 181,584 | | | | | | | 243,906 | | | | | | | 572,773 | | | | | | | 14,176 | | | | | | | 1,951,097 | | | |
| | | 2013 | | | | | | | 655,750 | | | | | | | 162,465 | | | | | | | 153,501 | | | | | | | 164,708 | | | | | | | 683,657 | | | | | | | 14,815 | | | | | | | 1,834,896 | | | | |||||
| | | 2012 | | | | | | | 637,324 | | | | | | | 202,258 | | | | | | | 17,712 | | | | | | | 158,779 | | | | | | | 403,931 | | | | | | | 49,167 | | | | | | | 1,469,171 | | | | |||||
| |
Tracy K. Price
Executive Vice President |
| | | | | 2014 | | | | | | | 674,347 | | | | | | | 264,311 | | | | | | | 146,227 | | | | | | | 122,638 | | | | | | | 683,129 | | | | | | | 44,648 | | | | | | | 1,935,300 | | | |
| | | 2013 | | | | | | | 655,750 | | | | | | | 0 | | | | | | | 126,380 | | | | | | | 117,535 | | | | | | | 682,900 | | | | | | | 42,673 | | | | | | | 1,625,238 | | | | |||||
| | | 2012 | | | | | | | 643,247 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 384,581 | | | | | | | 41,543 | | | | | | | 1,069,371 | | | | |||||
| |
Sarah H. McConnell
Executive Vice President |
| | | | | 2014 | | | | | | | 470,475 | | | | | | | 189,816 | | | | | | | 66,250 | | | | | | | 87,773 | | | | | | | 375,928 | | | | | | | 13,818 | | | | | | | 1,204,060 | | | |
| | | 2013 | | | | | | | 457,500 | | | | | | | 57,374 | | | | | | | 55,842 | | | | | | | 57,842 | | | | | | | 370,688 | | | | | | | 11,841 | | | | | | | 1,009,165 | | | | |||||
| | | 2012 | | | | | | | 441,778 | | | | | | | 57,237 | | | | | | | 4,114 | | | | | | | 39,163 | | | | | | | 234,090 | | | | | | | 13,855 | | | | | | | 790,237 | | | |
| |
Reward Element
|
| | |
Form
|
| | |
Purpose
|
| |
| | Base Salary | | | | Cash | | | |
Provide a fixed level of competitive base pay to help us attract and retain strong executive talent through a full career
|
| |
| | Annual Short-Term Incentive Plan | | | | Cash | | | | Reward NEOs for annual Company, business unit, and individual performance | | |
| | Long-Term Incentive Plan | | | | Performance shares Restricted Stock Units |
| | | Reward creation of long-term shareholder value | | |
| | Savings Plans | | | | Savings Plan | | | | Provide retirement benefits | | |
| |
NEO
|
| | |
2013 Annual
Base Salary |
| | |
2014 Annual
Base Salary |
| | ||||||
| | Henrik C. Slipsager | | | | | $ | 867,000 | | | | | | $ | 893,000 | | | |
| | James S. Lusk | | | | | $ | 545,700 | | | | | | $ | 562,071 | | | |
| | James P. McClure | | | | | $ | 657,900 | | | | | | $ | 677,637 | | | |
| | Tracy K. Price | | | | | $ | 657,900 | | | | | | $ | 677,637 | | | |
| | Sarah H. McConnell | | | | | $ | 459,000 | | | | | | $ | 472,770 | | | |
| |
Named Executive
Officer |
| | |
Base
Salary ($) |
| | |
Target
Bonus (as Percentage of Salary) (%) |
| | |
Target
Bonus ($) |
| | |
Maximum
Bonus(1) ($) |
| | |
Performance Factors
and Weighting |
| | |
Achievement
(%) |
| | |
Fiscal
Year 2014 Bonus as Percentage of Target (%)(2)(3) |
| | |
Fiscal
Year 2014 Bonus ($)(3) |
| | |||||||||||||||||||||
| |
Henrik C. Slipsager,
President & CEO |
| | | | | 893,000 | | | | | | | 100 | | | | | | | 893,000 | | | | | | | 1,652,050 | | | | |
CEO Financial Objectives, 70%
|
| | | | | 103.0 | | | | | | | 117.4 | | | | | | | 1,048,806 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | CEO Nonfinancial Objectives, 30% |
| | | | | 150.0 | | | | | | | | | | | | | | | | | | |||||
| |
James S. Lusk,
Executive Vice President & CFO |
| | | | | 562,071 | | | | | | | 70 | | | | | | | 393,449 | | | | | | | 727,881 | | | | |
Company Results, 70%
|
| | | | | 112.7 | | | | | | | 115.7 | | | | | | | 455,221 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Department/Function Results, 15% | | | | | | 125.0 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Individual Results, 15% | | | | | | 120.0 | | | | | | | | | | | | | | | | | | |||||
| |
James P. McClure,
Executive Vice President |
| | | | | 677,637 | | | | | | | 75 | | | | | | | 508,227 | | | | | | | 952,926 | | | | |
Company Results, 50%
|
| | | | | 112.7 | | | | | | | 112.7 | | | | | | | 572,773 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Business Unit Results, 25% | | | | | | 105.2 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Individual Results, 25% | | | | | | 120.0 | | | | | | | | | | | | | | | | | | |||||
| |
Tracy K. Price,
Executive Vice President |
| | | | | 677,637 | | | | | | | 75 | | | | | | | 508,227 | | | | | | | 952,926 | | | | |
Company Results, 50%
|
| | | | | 112.7 | | | | | | | 134.4 | | | | | | | 683,129 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Business Unit Results, 25% | | | | | | 143.5 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Individual Results, 25% | | | | | | 130.0 | | | | | | | | | | | | | | | | | | |||||
| |
Sarah H. McConnell,
Executive Vice President |
| | | | | 472,770 | | | | | | | 60 | | | | | | | 283,662 | | | | | | | 524,775 | | | | |
Company Results 70%
|
| | | | | 112.7 | | | | | | | 132.5 | | | | | | | 375,928 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Department/Function Results, 15% | | | | | | 120.0 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Individual Results, 15% | | | | | | 120.0 | | | | | | | | | | | | | | | | | |
| |
CEO Financial Objectives
|
| | |
Target
|
| | |
Results(1)
|
| | |
%
Achievement |
| | |
Funding
%(2) |
| | |
Weighting
% |
| | |
Weighted
Funding % |
| | ||||||||||||||||||
| |
EBITDA margin(3)
|
| | | | | 3.9% | | | | | | | 3.8% | | | | | | | 97% | | | | | | | 94 | | | | | | | 30 | | | | | | | 28.1 | | | |
| | Adjusted earnings per share from continuing operations – Diluted(4) | | | | | $ | 1.63 | | | | | | $ | 1.65 | | | | | | | 101% | | | | | | | 103 | | | | | | | 30 | | | | | | | 30.9 | | | |
| | Operating cash flow | | | |
$124.0 million
|
| | |
$122.5 million
|
| | | | | 99% | | | | | | | 97 | | | | | | | 15 | | | | | | | 14.5 | | | | ||||||
| | Pro forma organic revenue growth − Commercial |
| | | | | 4.3% | | | | | | | 3.5% | | | | | | | 81% | | | | | | | 53 | | | | | | | 23.8 | | | | | | | 12.7 | | | |
| | Pro forma organic revenue growth – U.S. government |
| | | | | 31% | | | | | | | 11.8% | | | | | | | 38% | | | | | | | 0 | | | | | | | 1.3 | | | | | | | 0.0 | | | |
| | Award Funding | | | | | | 86.2 | | | | |||||||||||||||||||||||||||||||||||
| | Modifier | | | | | | 1.2 | | | | |||||||||||||||||||||||||||||||||||
| | Total Award Funding | | | | | | 103.4 | | | |
| |
Achievement
|
| | |
Funding
|
| |
| |
≥ 125%
|
| | |
175.0%
|
| |
| |
≥ 120%
|
| | |
150.0%
|
| |
| |
≥ 100%
|
| | |
100.0%
|
| |
| |
≥ 80%
|
| | |
50.0%
|
| |
| |
< 80%
|
| | |
0%
|
| |
|
CEO Performance Objectives Achievement
|
|
| |
Objectives
|
| | |
Achievement
|
| | |
Weighted Total
|
| | ||||||
| | Financial Objectives w/ modifier | | | | | | 103% | | | | | | | 72% | | | |
| | Nonfinancial Objectives | | | | | | 150% | | | | | | | 45% | | | |
| | Total Achievement | | | | | | | | | | | | | 117% | | | |
| | Target Bonus (100% of Base Salary) | | | | | $ | 893,000 | | | |
| | Total Achievement | | | | | | 117% | | | |
| | Total Recommended Payout | | | | | $ | 1,048,806 | | | |
| |
Net Income from Continuing Operations
|
| | |
Base Level
|
| | |
2014 Results
|
| | |
Achievement
|
| | |
Bonus
Funding |
| | ||||||
| | 2014 Budget (50%) | | | |
$80.1 million
|
| | |
$80.2 million
|
| | | | | 100.1% | | | | | | | 100.3% | | | |
| | 2013 Actual (50%) | | | |
$72.9 million
|
| | |
$80.2 million
|
| | | | | 110.0% | | | | | | | 125.0% | | | |
| | TOTAL | | | | |
|
112.7%
|
| | |
| |
Achievement
|
| | |
Funding
|
| |
| |
≥ 125%
|
| | |
175.0%
|
| |
| |
≥ 120%
|
| | |
150.0%
|
| |
| |
≥ 100%
|
| | |
100.0%
|
| |
| |
≥ 80%
|
| | |
50.0%
|
| |
| |
< 80%
|
| | |
0%
|
| |
| |
Income from
Continuing Operations |
| | |
Base Level
|
| | |
2014 Results
|
| | |
Achievement
|
| | |
Bonus
Funding |
| | ||||||
| | 2014 Budget (50%) | | | |
$218.0 million
|
| | |
$214.7 million
|
| | | | | 98.5% | | | | | | | 96.3% | | | |
| | 2013 Actual (50%) | | | |
$203.3 million
|
| | |
$214.7 million
|
| | | | | 105.6% | | | | | | | 114.0% | | | |
| | TOTAL | | | | |
|
105.2%
|
| | |
| |
Achievement
|
| | |
Funding
|
| |
| |
≥ 125%
|
| | |
175.0%
|
| |
| |
≥ 120%
|
| | |
150.0%
|
| |
| |
≥ 100%
|
| | |
100.0%
|
| |
| |
≥ 80%
|
| | |
50.0%
|
| |
| |
< 80%
|
| | |
0%
|
| |
| |
Income from
Continuing Operations |
| | |
Base Level
|
| | |
2014 Results
|
| | |
Achievement
|
| | |
Bonus
Funding |
| | ||||||
| | 2014 Budget (50%) | | | |
$22.1 million
|
| | |
$23.1 million
|
| | | | | 104.8% | | | | | | | 112.0% | | | |
| | 2013 Actual (50%) | | | |
$15.3 million
|
| | |
$23.1 million
|
| | | | | 151.1% | | | | | | | 175.0% | | | |
| | TOTAL | | | | |
|
143.5%
|
| | |
| |
Achievement
|
| | |
Funding
|
| |
| |
≥ 125%
|
| | |
175.0%
|
| |
| |
≥ 120%
|
| | |
150.0%
|
| |
| |
≥ 100%
|
| | |
100.0%
|
| |
| |
≥ 80%
|
| | |
50.0%
|
| |
| |
< 80%
|
| | |
0%
|
| |
| |
60%
|
| | |
40%
|
| | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Year
|
| | |
Operating
Cash Flow(2) ($ millions) |
| | |
Adjusted
EBITDA(2) ($ millions) |
| | |
Value
Creation(1) ($ millions) |
| | |
Value
Creation Achievement (%) |
| | |
Award
Funding(3) (%) |
| | |
Weight
|
| | |
Adjusted
EBITDA Growth (%) |
| | |
Award
Funding (%) |
| | |
Weight
|
| | |||||||||||||||||||||||||||||||||||||||||
| | | | | |
Results
|
| | |
Plan
|
| | |
Results
|
| | |
Plan
|
| | |
Results
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| |
2012
|
| | | | | 150.6 | | | | | | | 197.1 | | | | | | | 176.4 | | | | | | | 190.5 | | | | | | | 112.6 | | | | | | | 59.1 | | | | | | | 0 | | | | | | | 20% | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
2013
|
| | | | | 134.8 | | | | | | | 207.0 | | | | | | | 182.7 | | | | | | | 166.7 | | | | | | | 166.3 | | | | | | | 99.8 | | | | | | | 99.7 | | | | | | | 20% | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
2014
|
| | | | | 118.7 | | | | | | | 217.3 | | | | | | | 193.5 | | | | | | | 164.2 | | | | | | | 172.7 | | | | | | | 105.2 | | | | | | | 108.7 | | | | | | | 20% | | | | | | | 89 | | | | | | | 82.7 | | | | | | | 40% | | | |
| |
Final
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
75%
|
| | |
| |
Value Creation
|
| | |
Award Funding
|
| |
| |
≥ 135%
|
| | |
200.0%
|
| |
| |
≥ 125%
|
| | |
150.0%
|
| |
| |
≥ 115%
|
| | |
125.0%
|
| |
| |
≥ 100%
|
| | |
100.0%
|
| |
| |
≥ 90%
|
| | |
85.0%
|
| |
| |
≥ 75%
|
| | |
50.0%
|
| |
| |
60%
|
| | |
40%
|
| | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Year
|
| | |
Operating
Cash Flow ($ millions) |
| | |
Adjusted
EBITDA ($ millions) |
| | |
Value
Creation(1) ($ millions) |
| | |
Value
Creation Achievement (%) |
| | |
Award
Funding(2) (%) |
| | |
Weight
|
| | |
Adjusted
EBITDA Growth |
| | |
Award
Funding (%) |
| | |
Weight
|
| | |||||||||||||||||||||||||||||||||||||||||
| | | | | |
Results
|
| | |
Plan
|
| | |
Results
|
| | |
Plan
|
| | |
Results
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| |
2013
|
| | | | | 135.3 | | | | | | | 206.2 | | | | | | | 205.9 | | | | | | | 290.9 | | | | | | | 282.8 | | | | | | | 97.2 | | | | | | | 95.8 | | | | | | | 20% | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
2014
|
| | | | | 120.7 | | | | | | | 216.5 | | | | | | | 216.7 | | | | | | | 186.4 | | | | | | | 174.7 | | | | | | | 93.7 | | | | | | | 90.6 | | | | | | | 20% | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
2015
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20% | | | | | | | | | | | | | | | | | | | | | 40% | | | |
| |
Final
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Value Creation
|
| | |
Award Funding
|
| |
| |
≥ 135%
|
| | |
200.0%
|
| |
| |
≥ 125%
|
| | |
150.0%
|
| |
| |
≥ 115%
|
| | |
125.0%
|
| |
| |
≥ 100%
|
| | |
100.0%
|
| |
| |
≥ 90%
|
| | |
85.0%
|
| |
| |
≥ 75%
|
| | |
50.0%
|
| |
| |
60%
|
| | |
40%
|
| | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Year
|
| | |
Operating
Cash Flow ($ millions) |
| | |
Adjusted
EBITDA ($ millions) |
| | |
Value
Creation(1) ($ millions) |
| | |
Value
Creation Achievement (%) |
| | |
Award
Funding(2) (%) |
| | |
Weight
|
| | |
Adjusted
EBITDA Growth |
| | |
Award
Funding (%) |
| | |
Weight
|
| | |||||||||||||||||||||||||||||||||||||||||
| | | | | |
Results
|
| | |
Plan
|
| | |
Results
|
| | |
Plan
|
| | |
Results
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| |
2014
|
| | | | | 120.7 | | | | | | | 218.7 | | | | | | | 216.7 | | | | | | | 188.0 | | | | | | | 174.7 | | | | | | | 92.9 | | | | | | | 89.4 | | | | | | | 20% | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
2015
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20% | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
2016
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20% | | | | | | | | | | | | | | | | | | | | | 40% | | | |
| |
Final
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Value Creation
|
| | |
Award Funding
|
| |
| |
≥ 135%
|
| | |
200.0%
|
| |
| |
≥ 125%
|
| | |
150.0%
|
| |
| |
≥ 115%
|
| | |
125.0%
|
| |
| |
≥ 100%
|
| | |
100.0%
|
| |
| |
≥ 90%
|
| | |
85.0%
|
| |
| |
≥ 75%
|
| | |
50.0%
|
| |
| |
Performance Level
|
| | |
Three-Year TSR Percentile
Rating |
| | |
Shares Awarded
(as a % of Target) |
| |
| |
Maximum
|
| | |
75th Percentile
|
| | |
150%
|
| |
| |
Target
|
| | |
50th Percentile
|
| | |
100%
|
| |
| |
Threshold
|
| | |
25th Percentile
|
| | |
50%
|
| |
| |
Position
|
| | |
Requirements
|
| |
| | CEO | | | | Shares with a fair market value equal to six times base salary | | |
| | Executive Vice Presidents | | | | Shares with a fair market value equal to three times base salary | | |
| | Senior Vice Presidents and certain subsidiary senior officers | | | | Shares with a fair market value equal to base salary | | |
| |
Name
|
| | |
Fiscal
Year |
| | |
Salary
($) |
| | |
Stock
Awards(1) ($) |
| | |
Option
Awards(2) ($) |
| | |
Non-Equity
Incentive Plan Compensation(3) ($) |
| | |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) |
| | |
All
Other Compensation(5) ($) |
| | |
Total
($) |
| | ||||||||||||||||||||||||
| |
Henrik C. Slipsager
President & Chief Executive Officer |
| | | | | 2014 | | | | | | | 888,666 | | | | | | | 1,759,971 | | | | | | | 0 | | | | | | | 1,048,806 | | | | | | | 43,027 | | | | | | | 69,073 | | | | | | | 3,809,543 | | | |
| | | 2013 | | | | | | | 864,166 | | | | | | | 1,044,983 | | | | | | | 449,997 | | | | | | | 1,303,448 | | | | | | | 0 | | | | | | | 37,453 | | | | | | | 3,700,047 | | | | |||||
| | | 2012 | | | | | | | 847,898 | | | | | | | 999,994 | | | | | | | 0 | | | | | | | 646,000 | | | | | | | 116,433 | | | | | | | 57,976 | | | | | | | 2,668,301 | | | | |||||
| |
James S. Lusk
Executive Vice President & Chief Financial Officer |
| | | | | 2014 | | | | | | | 559,342 | | | | | | | 553,851 | | | | | | | 0 | | | | | | | 455,221 | | | | | | | 0 | | | | | | | 26,257 | | | | | | | 1,594,671 | | | |
| | | 2013 | | | | | | | 543,916 | | | | | | | 337,222 | | | | | | | 149,994 | | | | | | | 537,078 | | | | | | | 0 | | | | | | | 18,292 | | | | | | | 1,586,502 | | | | |||||
| | | 2012 | | | | | | | 526,763 | | | | | | | 401,234 | | | | | | | 133,749 | | | | | | | 304,843 | | | | | | | 0 | | | | | | | 28,580 | | | | | | | 1,395,169 | | | | |||||
| |
James P. McClure
Executive Vice President |
| | | | | 2014 | | | | | | | 674,347 | | | | | | | 734,511 | | | | | | | 0 | | | | | | | 572,773 | | | | | | | 22,155 | | | | | | | 14,176 | | | | | | | 2,017,962 | | | |
| | | 2013 | | | | | | | 655,750 | | | | | | | 448,315 | | | | | | | 199,994 | | | | | | | 683,657 | | | | | | | 0 | | | | | | | 14,815 | | | | | | | 2,002,531 | | | | |||||
| | | 2012 | | | | | | | 637,324 | | | | | | | 532,102 | | | | | | | 177,371 | | | | | | | 403,931 | | | | | | | 30,308 | | | | | | | 49,167 | | | | | | | 1,830,203 | | | | |||||
| |
Tracy K. Price
Executive Vice President |
| | | | | 2014 | | | | | | | 674,347 | | | | | | | 734,511 | | | | | | | 0 | | | | | | | 683,129 | | | | | | | 0 | | | | | | | 44,648 | | | | | | | 2,136,635 | | | |
| | | 2013 | | | | | | | 655,750 | | | | | | | 448,315 | | | | | | | 199,994 | | | | | | | 682,900 | | | | | | | 0 | | | | | | | 42,673 | | | | | | | 2,029,632 | | | | |||||
| | | 2012 | | | | | | | 643,247 | | | | | | | 532,102 | | | | | | | 177,371 | | | | | | | 384,581 | | | | | | | 0 | | | | | | | 41,543 | | | | | | | 1,778,844 | | | | |||||
| |
Sarah H. McConnell
Executive Vice President |
| | | | | 2014 | | | | | | | 470,475 | | | | | | | 465,829 | | | | | | | 0 | | | | | | | 375,928 | | | | | | | 0 | | | | | | | 13,818 | | | | | | | 1,326,050 | | | |
| | | 2013 | | | | | | | 457,500 | | | | | | | 209,986 | | | | | | | 74,997 | | | | | | | 370,688 | | | | | | | 0 | | | | | | | 11,841 | | | | | | | 1,125,012 | | | | |||||
| | | 2012 | | | | | | | 441,778 | | | | | | | 202,479 | | | | | | | 67,499 | | | | | | | 234,090 | | | | | | | 0 | | | | | | | 13,855 | | | | | | | 959,701 | | | |
| |
Named
Executive Officer |
| | |
Grant
Date |
| | |
Committee
Approval Date |
| | |
Estimated Future Payouts under
Non-Equity Incentive Plan Awards(1) ($) |
| | |
Estimated Future Payouts under
Equity Incentive Plan Awards(2) (#) |
| | |
All
Other Stock Awards: # of Shares or Stock Units(3) |
| | |
Grant Date
Fair Value of Stock and Option Awards ($) |
| | ||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
Threshold
|
| | |
Target
|
| | |
Maximum
|
| | |
Threshold
|
| | |
Target
|
| | |
Maximum
|
| | | | | | | | | | | | | | | | ||||||||||||||||||
| |
Henrik C. Slipsager
|
| | |
n/a
|
| | | | | | | | | |
n/a
|
| | | | | 893,000 | | | | | | | 1,652,050 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | 01/14/2014 | | | | | | | 01/14/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,538 | | | | | | | 31,075 | | | | | | | 62,150 | | | | | | | | | | | | | | 866,993 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,755 | | | | | | | 446,497 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,086 | | | | | | | 16,171 | | | | | | | 24,257 | | | | | | | | | | | | | | 446,481 | | | | |||||
| |
James S. Lusk
|
| | |
n/a
|
| | | | | | | | | | | | 196,725 | | | | | | | 393,449 | | | | | | | 727,881 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 01/14/2014 | | | | | | | 01/14/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,890 | | | | | | | 9,779 | | | | | | | 19,558 | | | | | | | | | | | | | | 272,834 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,958 | | | | | | | 140,510 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,545 | | | | | | | 5,089 | | | | | | | 7,634 | | | | | | | | | | | | | | 140,507 | | | | |||||
| |
James P. McClure
|
| | |
n/a
|
| | | | | | | | | | | | 254,114 | | | | | | | 508,227 | | | | | | | 952,926 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 01/14/2014 | | | | | | | 01/14/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,485 | | | | | | | 12,969 | | | | | | | 25,938 | | | | | | | | | | | | | | 361,835 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,575 | | | | | | | 186,336 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,375 | | | | | | | 6,749 | | | | | | | 10,124 | | | | | | | | | | | | | | 186,340 | | | | |||||
| |
Tracy K. Price
|
| | |
n/a
|
| | | | | | | | | | | | 254,114 | | | | | | | 508,227 | | | | | | | 952,926 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 01/14/2014 | | | | | | | 01/14/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,485 | | | | | | | 12,969 | | | | | | | 25,938 | | | | | | | | | | | | | | 361,835 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,575 | | | | | | | 186,336 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,375 | | | | | | | 6,749 | | | | | | | 10,124 | | | | | | | | | | | | | | 186,340 | | | | |||||
| |
Sarah H. McConnell
|
| | |
n/a
|
| | | | | | | | | | | | 141,831 | | | | | | | 283,662 | | | | | | | 524,775 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 01/14/2014 | | | | | | | 01/14/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,113 | | | | | | | 8,225 | | | | | | | 16,450 | | | | | | | | | | | | | | 229,478 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,838 | | | | | | | 165,449 | | | | |||||
| | | 09/08/2014 | | | | | | | 09/03/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,284 | | | | | | | 2,568 | | | | | | | 3,852 | | | | | | | | | | | | | | 70,902 | | | |
| |
Option Awards
|
| | |
Stock Awards
|
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Named Executive Officer |
| | |
Option
Grant Date |
| | |
Number
of Securities Underlying Unexercised Options Exercisable |
| | |
Number
of Securities Underlying Unexercised Options Unexercisable |
| | |
Option
Exercise Price ($) |
| | |
Option
Expiration Date |
| | |
Stock
Award Grant Date |
| | |
Number
of Shares or Units of Stock that Have Not Vested |
| | |
Market
Value of Shares or Units that Have Not Vested(9) ($) |
| | |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested |
| | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(9) ($) |
| | ||||||||||||||||||||||||||||||
| |
Henrik C. Slipsager
|
| | | | | 12/16/97(1) | | | | | | | 0 | | | | | | | 20,000 | | | | | | | 14.70 | | | | | | | | | | | | | | 9/13/11(6) | | | | | | | 11,511 | | | | | | | 318,164 | | | | | | | | | | | | | | | | | |
| | | 3/17/98(1) | | | | | | | 0 | | | | | | | 5,000 | | | | | | | 18.30 | | | | | | | | | | | | | | 3/8/12(7) | | | | | | | 32,487 | | | | | | | 897,941 | | | | | | | 0(8) | | | | | | | 0 | | | | |||||
| | | 12/19/00(1) | | | | | | | 0 | | | | | | | 5,000 | | | | | | | 15.38 | | | | | | | | | | | | | | 1/14/13(7) | | | | | | | 15,636 | | | | | | | 432,179 | | | | | | | 24,866(8) | | | | | | | 687,296 | | | | |||||
| | | 6/14/05(3) | | | | | | | 20,000 | | | | | | | 0 | | | | | | | 18.30 | | | | | | | 6/14/15 | | | | | | | 9/6/13(6) | | | | | | | 18,204 | | | | | | | 503,159 | | | | | | | | | | | | | | | | | | |||||
| | | 9/14/05(2) | | | | | | | 100,000 | | | | | | | 0 | | | | | | | 20.90 | | | | | | | 9/14/15 | | | | | | | 1/14/14(7) | | | | | | | 5,556 | | | | | | | 153,568 | | | | | | | 24,860(8) | | | | | | | 687,130 | | | | |||||
| | | 11/29/05(2) | | | | | | | 57,000 | | | | | | | 0 | | | | | | | 20.83 | | | | | | | 11/29/15 | | | | | | | 9/8/14(6) | | | | | | | 15,755 | | | | | | | 435,468 | | | | | | | | | | | | | | | | | | |||||
| | | 1/12/09(4) | | | | | | | 33,435 | | | | | | | 0 | | | | | | | 17.90 | | | | | | | 1/12/16 | | | | | | | 9/8/14(9) | | | | | | | 0 | | | | | | | 0 | | | | | | | 16,171(9) | | | | | | | 446,966 | | | | |||||
| | | 9/8/10(4) | | | | | | | 60,522 | | | | | | | 0 | | | | | | | 21.49 | | | | | | | 9/8/17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 9/13/11(4) | | | | | | | 54,344 | | | | | | | 18,115 | | | | | | | 19.09 | | | | | | | 9/13/18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | 9/06/13(4) | | | | | | | 14,960 | | | | | | | 44,880 | | | | | | | 25.30 | | | | | | | 9/6/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| |
James S. Lusk
|
| | | | | 3/31/10(5) | | | | | | | 0 | | | | | | | 61,728 | | | | | | | 21.20 | | | | | | | 3/31/17 | | | | | | | 3/31/10(5) | | | | | | | 21,139 | | | | | | | 584,282 | | | | | | | | | | | | | | | | | |
| | | 9/13/11(4) | | | | | | | 5,252 | | | | | | | 5,252 | | | | | | | 19.09 | | | | | | | 9/13/18 | | | | | | | 9/13/11(6) | | | | | | | 3,337 | | | | | | | 92,235 | | | | | | | | | | | | | | | | | | |||||
| | | 10/11/12(4) | | | | | | | 6,369 | | | | | | | 12,738 | | | | | | | 18.31 | | | | | | | 10/11/19 | | | | | | | 3/8/12(7) | | | | | | | 8,689 | | | | | | | 240,164 | | | | | | | 0(8) | | | | | | | 0 | | | | |||||
| | | 9/6/13(4) | | | | | | | 4,986 | | | | | | | 14,960 | | | | | | | 25.30 | | | | | | | 9/6/20 | | | | | | | 10/11/12(6) | | | | | | | 3,814 | | | | | | | 105,419 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1/14/13(7) | | | | | | | 4,919 | | | | | | | 135,961 | | | | | | | 7,825(8) | | | | | | | 216,283 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/6/13(6) | | | | | | | 6,067 | | | | | | | 167,692 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1/14/14(7) | | | | | | | 1,747 | | | | | | | 48,287 | | | | | | | 7,823(8) | | | | | | | 216,228 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/8/14(6) | | | | | | | 4,958 | | | | | | | 137,039 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/8/14(9) | | | | | | | 0 | | | | | | | 0 | | | | | | | 5,089(9) | | | | | | | 140,660 | | | | |||||
| |
James P. McClure
|
| | | | | 3/21/95(1) | | | | | | | 0 | | | | | | | 4,000 | | | | | | | 5.63 | | | | | | | | | | | | | | 3/31/10(5) | | | | | | | 39,637 | | | | | | | 1,095,567 | | | | | | | | | | | | | | | | | |
| | | 12/16/97(1) | | | | | | | 0 | | | | | | | 15,000 | | | | | | | 14.70 | | | | | | | | | | | | | | 9/13/11(6) | | | | | | | 4,528 | | | | | | | 125,154 | | | | | | | | | | | | | | | | | | |||||
| | | 3/17/98(1) | | | | | | | 0 | | | | | | | 5,000 | | | | | | | 18.30 | | | | | | | | | | | | | | 3/8/12(7) | | | | | | | 11,523 | | | | | | | 318,496 | | | | | | | 0(8) | | | | | | | 0 | | | | |||||
| | | 12/19/00(1) | | | | | | | 0 | | | | | | | 5,000 | | | | | | | 15.38 | | | | | | | | | | | | | | 10/11/12(6) | | | | | | | 5,058 | | | | | | | 139,803 | | | | | | | | | | | | | | | | | | |||||
| | | 3/31/10(5) | | | | | | | 0 | | | | | | | 115,740 | | | | | | | 21.20 | | | | | | | 3/31/17 | | | | | | | 1/14/13(7) | | | | | | | 6,524 | | | | | | | 180,323 | | | | | | | 10,387(8) | | | | | | | 286,848 | | | | |||||
| | | 9/13/11(4) | | | | | | | 0 | | | | | | | 7,126 | | | | | | | 19.09 | | | | | | | 9/13/18 | | | | | | | 9/6/13(6) | | | | | | | 8,091 | | | | | | | 223,635 | | | | | | | | | | | | | | | | | | |||||
| | | 10/11/12(4) | | | | | | | 0 | | | | | | | 16,893 | | | | | | | 18.31 | | | | | | | 10/11/2019 | | | | | | | 1/14/14(7) | | | | | | | 2,318 | | | | | | | 64,070 | | | | | | | 10,375(8) | | | | | | | 286,765 | | | | |||||
| | | 9/6/13(4) | | | | | | | 0 | | | | | | | 19,947 | | | | | | | 25.30 | | | | | | | 9/6/20 | | | | | | | 9/8/14(6) | | | | | | | 6,575 | | | | | | | 181,733 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/8/14(9) | | | | | | | 0 | | | | | | | 0 | | | | | | | 6,749(9) | | | | | | | 186,542 | | | | |||||
| |
Tracy K. Price
|
| | | | | 1/10/11(5) | | | | | | | 0 | | | | | | | 62,189 | | | | | | | 25.84 | | | | | | | 1/10/18 | | | | | | | 1/10/11(5) | | | | | | | 21,176 | | | | | | | 585,305 | | | | | | | | | | | | | | | | | |
| | | 9/13/11(4) | | | | | | | 23,325 | | | | | | | 7,776 | | | | | | | 19.09 | | | | | | | 9/13/18 | | | | | | | 9/13/11(6) | | | | | | | 4,940 | | | | | | | 136,542 | | | | | | | | | | | | | | | | | | |||||
| | | 10/11/12(4) | | | | | | | 16,892 | | | | | | | 16,893 | | | | | | | 18.31 | | | | | | | 10/11/19 | | | | | | | 3/8/12(7) | | | | | | | 11,523 | | | | | | | 318,496 | | | | | | | 9,186(8) | | | | | | | 252,707 | | | | |||||
| | | 9/6/13(4) | | | | | | | 6,648 | | | | | | | 19,947 | | | | | | | 25.30 | | | | | | | 9/6/20 | | | | | | | 10/11/12(6) | | | | | | | 5,058 | | | | | | | 139,803 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1/14/13(7) | | | | | | | 6,524 | | | | | | | 180,323 | | | | | | | 13,837(8) | | | | | | | 380,656 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/6/13(6) | | | | | | | 8,091 | | | | | | | 223,635 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1/14/14(7) | | | | | | | 2,318 | | | | | | | 64,070 | | | | | | | 10,375(8) | | | | | | | 286,765 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/8/14(6) | | | | | | | 6,575 | | | | | | | 181,733 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/8/14(9) | | | | | | | 0 | | | | | | | 0 | | | | | | | 6,749(9) | | | | | | | 186,542 | | | | |||||
| |
Sarah H. McConnell
|
| | | | | 3/31/10(5) | | | | | | | 0 | | | | | | | 23,148 | | | | | | | 21.20 | | | | | | | 3/31/17 | | | | | | | 3/31/10(5) | | | | | | | 7,927 | | | | | | | 219,102 | | | | | | | | | | | | | | | | | |
| | | 9/8/10(4) | | | | | | | 8,069 | | | | | | | 0 | | | | | | | 21.49 | | | | | | | 9/8/17 | | | | | | | 9/13/11(6) | | | | | | | 1,652 | | | | | | | 45,661 | | | | | | | | | | | | | | | | | | |||||
| | | 9/13/11(4) | | | | | | | 7,800 | | | | | | | 2,601 | | | | | | | 19.09 | | | | | | | 9/13/18 | | | | | | | 3/8/12(7) | | | | | | | 4,384 | | | | | | | 121,174 | | | | | | | 0(8) | | | | | | | 0 | | | | |||||
| | | 10/11/12(4) | | | | | | | 6,428 | | | | | | | 6,429 | | | | | | | 18.31 | | | | | | | 10/11/19 | | | | | | | 10/11/12(6) | | | | | | | 1,925 | | | | | | | 53,207 | | | | | | | | | | | | | | | | | | |||||
| | | 9/6/13(4) | | | | | | | 2,493 | | | | | | | 7,480 | | | | | | | 25.30 | | | | | | | 9/6/20 | | | | | | | 1/14/13(7) | | | | | | | 2,482 | | | | | | | 68,602 | | | | | | | 3,949(8) | | | | | | | 109,150 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/6/13(6) | | | | | | | 3,033 | | | | | | | 83,832 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1/14/14(7) | | | | | | | 1,470 | | | | | | | 40,631 | | | | | | | 6,580(8) | | | | | | | 181,871 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/8/14(6) | | | | | | | 5,838 | | | | | | | 161,362 | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9/8/14(9) | | | | | | | 0 | | | | | | | 0 | | | | | | | 8,225(9) | | | | | | | 227,339 | | | |
| | | | | |
Option Awards
|
| | |
Stock Awards
|
| | ||||||||||||||||||||
| |
Named Executive Officer
|
| | |
Number of
Shares Acquired on Exercise |
| | |
Value
Realized on Exercise(1) ($) |
| | |
Number of
Shares Acquired on Vesting |
| | |
Value
Realized on Vesting ($) |
| | ||||||||||||
| | Henrik C. Slipsager | | | | | | 236,255 | | | | | | | 1,548,819 | | | | | | | 33,960(2)(3) | | | | | | | 963,608 | | | |
| | James S. Lusk | | | | | | 23,564 | | | | | | | 177,370 | | | | | | | 13,460 | | | | | | | 370,277 | | | |
| | James P. McClure | | | | | | 77,795 | | | | | | | 567,882 | | | | | | | 18,588(4) | | | | | | | 511,993 | | | |
| | Tracy K. Price | | | | | | 0 | | | | | | | 0 | | | | | | | 14,501 | | | | | | | 396,146 | | | |
| | Sarah H. McConnell | | | | | | 9,475 | | | | | | | 89,294 | | | | | | | 10,083(5) | | | | | | | 280,285 | | | |
| |
Named Executive Officer
|
| | |
Plan Name
|
| | |
Number of Years
of Credited Service |
| | |
Present Value of
Accumulated Benefit(3) ($) |
| | |
Payment During
Last Fiscal Year ($) |
| | |||||||||
| |
Henrik C. Slipsager
|
| | |
SAB(1)
|
| | | | | 5 | | | | | | | 34,327 | | | | | | | 0 | | | |
| SERP(2) | | | | | | 10 | | | | | | | 671,060 | | | | | | | 0 | | | | |||||
| | James S. Lusk | | | | n/a | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
James P. McClure
|
| | |
SAB(1)
|
| | | | | 12 | | | | | | | 82,115 | | | | | | | 0 | | | |
| SERP(2) | | | | | | 10 | | | | | | | 167,765 | | | | | | | 0 | | | | |||||
| | Tracy K. Price | | | | n/a | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | Sarah H. McConnell | | | | n/a | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
SERP Participant
|
| | |
Aggregate Payments
|
| | |||
| | Henrik C. Slipsager | | | | | $ | 1,000,000 | | | |
| | James P. McClure | | | | | $ | 250,000 | | | |
| |
Named Executive Officer
|
| | |
Executive
Contributions in Last Fiscal Year ($) |
| | |
ABM
Contributions in Last Fiscal Year ($) |
| | |
Aggregate
Earnings in Last Fiscal Year ($) |
| | |
Aggregate
Withdrawals/ Distributions ($) |
| | |
Aggregate
Balance at Last Fiscal Year-End(5) ($) |
| | |||||||||||||||
| | Henrik C. Slipsager | | | | | | 731,387(1)(2) | | | | | | | — | | | | | | | 97,257(3)(4) | | | | | | | — | | | | | | | 5,236,397(6) | | | |
| | James S. Lusk | | | | | | — | | | | | | | — | | | | | | | 454 | | | | | | | — | | | | | | | 96,602(6) | | | |
| | James P. McClure | | | | | | 583,407(1)(2) | | | | | | | — | | | | | | | 65,105(3)(4) | | | | | | | — | | | | | | | 2,616,518(6) | | | |
| | Tracy K. Price | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Sarah H. McConnell | | | | | | 256,006(1)(2) | | | | | | | — | | | | | | | 28,017(3)(4) | | | | | | | — | | | | | | | 1,209,932(6) | | | |
| |
Named Executive
Officer |
| | |
Unpaid
Bonus for 2014(1) ($) |
| | |
Severance
Compensation(2) ($) |
| | |
Health
and ERISA Welfare Benefits(3) ($) |
| | |
Equity
Grants Vesting as a Result of CIC(4) ($) |
| | |
Nonqualified
Deferred Compensation Aggregate Balance ($) |
| | |
Present
Value of Accumulated Pension Benefit(5) ($) |
| | |
Total(6)
($) |
| | |||||||||||||||||||||
| | Henrik C. Slipsager | | | | | | 893,000 | | | | | | | 5,358,000 | | | | | | | 100,000 | | | | | | | 9,625,644 | | | | | | | 5,236,397 | | | | | | | 705,387 | | | | | | | 21,918,428 | | | |
| | James S. Lusk | | | | | | 393,449 | | | | | | | 1,911,041 | | | | | | | 21,807 | | | | | | | 2,893,103 | | | | | | | 96,602 | | | | | | | 0 | | | | | | | 5,316,002 | | | |
| | James P. McClure | | | | | | 508,227 | | | | | | | 2,371,730 | | | | | | | 21,807 | | | | | | | 5,104,302 | | | | | | | 2,616,518 | | | | | | | 249,880 | | | | | | | 10,872,464 | | | |
| | Tracy K. Price | | | | | | 508,227 | | | | | | | 2,371,730 | | | | | | | 21,807 | | | | | | | 3,345,362 | | | | | | | 0 | | | | | | | 0 | | | | | | | 6,247,126 | | | |
| |
Sarah H. McConnell
|
| | | | | 283,662 | | | | | | | 1,512,864 | | | | | | | 11,375 | | | | | | | 2,088,683 | | | | | | | 1,209,932 | | | | | | | 0 | | | | | | | 5,106,516 | | | |
| |
Named Executive Officer
|
| | |
Unpaid
Annual Bonus for 2014(1) ($) |
| | |
Company
Portion of Medical Benefit(2) ($) |
| | |
Equity-Based
Grants that Vest upon Retirement(3) ($) |
| | |
Nonqualified
Deferred Compensation Aggregate Balance ($) |
| | |
Present
Value of Accumulated Pension Benefit(4) ($) |
| | |
Total(5)
($) |
| | ||||||||||||||||||
| | Henrik C. Slipsager | | | | | | 893,000 | | | | | | | 100,000 | | | | | | | 1,982,347 | | | | | | | 5,236,397 | | | | | | | 705,387 | | | | | | | 8,917,131 | | | |
| | James S. Lusk | | | | | | 393,449 | | | | | | | 0 | | | | | | | 585,261 | | | | | | | 96,602 | | | | | | | 0 | | | | | | | 1,075,312 | | | |
| | James P. McClure | | | | | | 508,227 | | | | | | | 0 | | | | | | | 778,182 | | | | | | | 2,616,518 | | | | | | | 249,880 | | | | | | | 4,152,807 | | | |
| | Tracy K. Price | | | | | | 508,227 | | | | | | | 0 | | | | | | | 784,813 | | | | | | | 0 | | | | | | | 0 | | | | | | | 1,293,040 | | | |
| | Sarah H. McConnell(6) | | | | | | 283,662 | | | | | | | 0 | | | | | | | 0 | | | | | | | 1,209,932 | | | | | | | 0 | | | | | | | 1,493,594 | | | |
| |
Named Executive Officer
|
| | |
Unpaid
Bonus for 2014(1) ($) |
| | |
Severance
Payment ($) |
| | |
Company
Portion of Medical Benefit(2) ($) |
| | |
Equity Grants
Vesting as a Result of Termination(3) ($) |
| | |
Nonqualified
Deferred Compensation Aggregate Balance ($) |
| | |
Present
Value of Accumulated Pension Benefit(4) ($) |
| | |
Total(5)
($) |
| | |||||||||||||||||||||
| | Henrik C. Slipsager | | | | | | 893,000 | | | | | | | 3,572,000 | | | | | | | 100,000 | | | | | | | 222,589 | | | | | | | 5,236,397 | | | | | | | 705,387 | | | | | | | 10,729,373 | | | |
| | James S. Lusk | | | | | | 393,449 | | | | | | | 1,433,281 | | | | | | | 21,807 | | | | | | | 70,035 | | | | | | | 96,602 | | | | | | | 0 | | | | | | | 2,015,174 | | | |
| | James P. McClure | | | | | | 508,227 | | | | | | | 1,778,797 | | | | | | | 21,807 | | | | | | | 92,889 | | | | | | | 2,616,518 | | | | | | | 249,880 | | | | | | | 5,268,118 | | | |
| | Tracy K. Price | | | | | | 508,227 | | | | | | | 1,778,797 | | | | | | | 21,807 | | | | | | | 92,889 | | | | | | | 0 | | | | | | | 0 | | | | | | | 2,401,720 | | | |
| | Sarah H. McConnell | | | | | | 283,662 | | | | | | | 1,134,648 | | | | | | | 11,375 | | | | | | | 61,939 | | | | | | | 1,209,932 | | | | | | | 0 | | | | | | | 2,701,556 | | | |
| |
Named Executive Officer
|
| | |
Unpaid
Bonus for 2014(1) ($) |
| | |
Life
Insurance(2) ($) |
| | |
Company
Portion of Medical Benefit(3) ($) |
| | |
Equity
Grants Vesting as a Result of Death(4) ($) |
| | |
Nonqualified
Deferred Compensation Aggregate Balance ($) |
| | |
Present
Value of Accumulated Pension Benefit(5) ($) |
| | |
Total
($) |
| | |||||||||||||||||||||
| | Henrik C. Slipsager | | | | | | 893,000 | | | | | | | 750,000 | | | | | | | 50,000 | | | | | | | 1,982,347 | | | | | | | 5,236,397 | | | | | | | 705,387 | | | | | | | 9,617,131 | | | |
| | James S. Lusk | | | | | | 393,449 | | | | | | | 750,000 | | | | | | | 0 | | | | | | | 1,470,452 | | | | | | | 96,602 | | | | | | | 0 | | | | | | | 2,710,503 | | | |
| | James P. McClure | | | | | | 508,227 | | | | | | | 750,000 | | | | | | | 0 | | | | | | | 2,437,980 | | | | | | | 2,616,518 | | | | | | | 249,880 | | | | | | | 6,562,605 | | | |
| | Tracy K. Price | | | | | | 508,227 | | | | | | | 750,000 | | | | | | | 0 | | | | | | | 897,740 | | | | | | | 0 | | | | | | | 0 | | | | | | | 2,155,967 | | | |
| | Sarah H. McConnell | | | | | | 283,662 | | | | | | | 750,000 | | | | | | | 0 | | | | | | | 498,765 | | | | | | | 1,209,932 | | | | | | | 0 | | | | | | | 2,742,359 | | | |
| |
Named Executive Officer
|
| | |
Unpaid
Bonus for 2014(1) ($) |
| | |
Company
Portion of Medical Benefit(2) ($) |
| | |
Equity
Grants Vesting as a Result of Disability(3) ($) |
| | |
Nonqualified
Deferred Compensation Aggregate Balance ($) |
| | |
Present
Value of Accumulated Pension Benefit(4) ($) |
| | |
Total
($) |
| | ||||||||||||||||||
| | Henrik C. Slipsager | | | | | | 893,000 | | | | | | | 100,000 | | | | | | | 1,982,347 | | | | | | | 5,236,397 | | | | | | | 705,387 | | | | | | | 8,917,131 | | | |
| | James S. Lusk | | | | | | 393,449 | | | | | | | 0 | | | | | | | 1,470,452 | | | | | | | 96,602 | | | | | | | 0 | | | | | | | 1,960,503 | | | |
| | James P. McClure | | | | | | 508,227 | | | | | | | 0 | | | | | | | 2,437,980 | | | | | | | 2,616,518 | | | | | | | 249,880 | | | | | | | 5,812,605 | | | |
| | Tracy K. Price | | | | | | 508,227 | | | | | | | 0 | | | | | | | 897,740 | | | | | | | 0 | | | | | | | 0 | | | | | | | 1,405,967 | | | |
| | Sarah H. McConnell | | | | | | 283,662 | | | | | | | 0 | | | | | | | 498,765 | | | | | | | 1,209,932 | | | | | | | 0 | | | | | | | 1,992,359 | | | |
| | |
2014
|
| |
2013
|
| ||||||||
Audit fees(1)
|
| | | $ | 4,581,000 | | | | | $ | 4,753,550 | | | ||
Audit-related fees(2)
|
| | | | 221,850 | | | | | | 93,910 | | | ||
Tax fees(3)
|
| | | | 41,430 | | | | | | 31,226 | | | ||
Total
|
| | | $ | 4,844,280 | | | | | $ | 4,878,686 | | | ||
|
|
Eligible participants:
|
| | Employees and directors of the Company and its affiliates, including all of ABM’s executive officers and non-employee directors | | |||
|
Types of awards:
|
| | Incentive stock options Nonstatutory stock options Stock appreciation rights Other share-based awards |
| | Restricted stock awards Restricted stock units (RSUs) Performance shares |
|
|
Share reserve:
|
| |
Subject to capitalization adjustments, 10,279,265 shares of common stock have previously been reserved under the 2006 Equity Incentive Plan. This amount includes the 5,129,265 shares originally reserved under the 2006 Equity Incentive Plan approved by shareholders in May 2006, the 2,750,000 shares approved by shareholders in March 2009, and the 2,400,000 shares approved by shareholders in March 2012, of which only approximately 848,756 shares remained available as of January 16, 2015, and the 1,400,000 additional shares the Company is requesting shareholders to approve. If any outstanding option or stock appreciation right expires or is terminated or any restricted stock or other share-based award is forfeited, then the shares allocable to the unexercised or forfeited portion of the stock award may again be available for issuance under the 2006 Equity Incentive Plan.
|
| |||
|
Administration:
|
| |
The Governance Committee will administer the 2006 Equity Incentive Plan with respect to non-employee directors. However, all awards to members of the Governance Committee must be approved by the Board. The Compensation Committee will administer the 2006 Equity Incentive Plan with respect to employees; provided, however, that the Board may delegate administration of the 2006 Equity Incentive Plan to an officer of the Company with respect to equity awards made under the 2006 Equity Incentive Plan to employees other than executive officers (who are subject to Section 16 of the Securities Exchange Act of 1934). The Board, the Compensation Committee, or a committee of the Board consisting of Board members who each qualify as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code and as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act, or an officer to whom authority to administer the Plan has been delegated, determines who will receive stock awards and the terms and conditions of such awards. Subject to the conditions and limitations of the 2006 Equity Incentive Plan, the administrator may modify, extend or renew outstanding stock awards, but an option or stock appreciation right may not be modified, extended or renewed beyond its ten-year maximum term.
|
| |||
|
Limitations:
|
| |
For any one share of common stock issued in connection with a restricted stock award, RSU award, performance share or other share-based award, one share will be deducted from the shares available for future grants.
|
| |||
| | | |
Shares of common stock not issued or delivered as a result of the net exercise of a stock appreciation right or option, shares used to pay the withholding taxes related to a stock award, or shares repurchased on the open market with proceeds from the exercise of options will not be returned to the reserve of shares available for issuance under the 2006 Equity Incentive Plan.
|
|
| | | |
Subject to capitalization adjustments, a participant may receive more than one award, subject to the following maximum limits that shall apply to the amount awarded to any participant during any calendar year: options and stock appreciation rights that relate to no more than 1,000,000 shares and performance shares, restricted stock, RSUs, and other share-based awards that relate to no more than 1,000,000 shares. Non-employee directors may not receive awards with respect to more than 100,000 shares in any calendar year.
|
| |||
|
Term of the plan:
|
| |
The 2006 Equity Incentive Plan will terminate on January 10, 2022. Awards granted under the 2006 Equity Incentive Plan prior to January 10, 2022 will continue to be subject to the terms of the 2006 Equity Incentive Plan.
|
| |||
|
Capitalization adjustments:
|
| |
The share reserve, the limitations described above, and the purchase price and number of shares subject to outstanding stock awards may be adjusted (as applicable) in the event of a stock split, reverse stock split, stock dividend, merger, consolidation, reorganization, recapitalization, or similar transaction.
|
| |||
| Repricing and option exchange programs: |
| |
Not permitted without shareholder approval.
|
| |||
|
Reload options:
|
| | Reload options, which are defined as options automatically granted upon exercise of prior options, are not permitted. | |
|
Term:
|
| |
For options, not more than ten years from the date of grant, with the usual term expected to be not more than seven years from the date of grant. For stock appreciation rights, not more than seven years from the date of grant.
|
| |||
|
Exercise price:
|
| | Not less than 100% of the fair market value of the underlying stock on the date of grant. | |
|
Performance objectives:
|
| |
The administrator may condition the grant or vesting of stock awards upon the attainment of one or more of the performance objectives listed below, or upon such other factors as the administrator may determine.
|
|
| | | |
•
Total shareholder return
•
Earnings per
share
•
Stock price
•
Return on equity
•
Net earnings
•
Income from
continuing operations
•
Related return
ratios
•
Cash flow
•
Net earnings
growth
|
| |
•
Earnings before
interest, taxes, depreciation and amortization (EBITDA)
•
Gross or
operating margins
•
Productivity ratios
•
Expense targets
•
Operating efficiency
•
Market share
•
Customer satisfaction
|
| |
•
Working capital
targets (e.g., days sales outstanding)
•
Return on assets
•
Increase in
revenues
•
Decrease in
expenses
•
Increase in funds
from operations (FFO)
•
Increase in FFO
per share
|
|
| | | |
To the extent that stock awards (other than stock options and stock appreciation rights) are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, the performance objectives will be one or more of the objectives listed above. Approval of the Amended and Restated 2006 Equity Incentive Plan is intended to constitute re-approval of these performance objectives for purposes of Section 162(m).
|
| |||
|
Adjustment of performance goals:
|
| |
The administrator may adjust performance goals to prevent dilution or enlargement of awards as a result of extraordinary events or circumstances or to exclude the effects of extraordinary, unusual or nonrecurring items, including mergers, acquisitions or other reorganizations, provided that such adjustments are done in accordance with Section 162(m) of the Internal Revenue Code.
|
| |||
|
Dividends and dividend equivalents:
|
| |
Dividends will be paid on restricted stock awards, but will either be subject to the same vesting as the award or issued as unvested dividend equivalents. Dividend equivalents may be credited in respect of shares of common stock equivalents underlying RSU awards as determined by the administrator, subject to the same vesting restrictions as the RSUs. Dividend equivalents will be issued on performance awards only to the extent the underlying awards are earned.
|
| |||
|
Deferral of award payment:
|
| |
The administrator may establish one or more programs to permit selected participants to elect to defer receipt of consideration upon vesting of an RSU, the satisfaction of performance objectives, or other events which would entitle the participant to payment, receipt of common stock or other consideration.
|
|
|
Vesting:
|
| |
Determined by the administrator at time of grant. The administrator may accelerate vesting at any time. Except in connection with death or disability, or in the event of a change in control as described below, no equity awards may become vested sooner than one year following the grant. In addition, except for a maximum of five percent of the shares available for grant, vesting of restricted stock and stock units based on service with the Company cannot be more rapid than annual pro rata vesting over a three-year period.
|
| |||
|
Termination of service:
|
| |
The unvested portion of an equity award may be forfeited immediately upon a participant’s termination of service with the Company, as provided in an award agreement. A limited post-termination exercise period will be imposed on the vested portion of options, with the exception of terminations for cause, and may be imposed on stock appreciation rights.
|
| |||
|
Double-trigger
change-in-control provisions: |
| |
The vesting or exercisability of equity awards will accelerate in connection with a change-in-control of the Company only if a participant is involuntarily terminated following the change-in-control or if the equity award is not assumed or substituted by the acquirer. |
| |||
|
Settlement:
|
| |
Options may be settled only in stock. Other awards may be settled in stock or at the discretion of the administrator in cash, or in a combination of stock and cash.
|
| |||
|
Transferability:
|
| | Stock options and stock appreciation rights are transferable for estate planning purposes; other awards are not transferable. | |
| |
Name and Position
|
| | |
Number of Shares
|
| | |||
| | Henrik C. Slipsager, President and Chief Executive Officer | | | | | | 63,001 | | | |
| | James S. Lusk, Executive Vice President and Chief Financial Officer | | | | | | 19,826 | | | |
| | James P. McClure, Executive Vice President | | | | | | 26,293 | | | |
| | Tracy K. Price, Executive Vice President | | | | | | 26,293 | | | |
| | Sarah H. McConnell, Executive Vice President | | | | | | 16,631 | | | |
| | All executive officers as a group | | | | | | 193,653 | | | |
| | All non-employee directors as a group | | | | | | 26,122 | | | |
| | All non-executive employees as a group | | | | | | 439,894 | | | |
| |
Plan Category
|
| | |
Number of
Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) |
| | |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
| | |
Number of
Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
| | |||||||||
| |
Equity compensation plans approved by security holders
|
| | | | | 4,266,136(1) | | | | | | $ | 20.20(2) | | | | | | | 1,633,509(3) | | | |
| |
Equity compensation plans not approved by shareholders
|
| | | | | 0 | | | | | | | n/a | | | | | | | 0 | | | |
| | TOTAL | | | | | | 4,266,136 | | | | | | $ | 20.20 | | | | | | | 1,633,509 | | | |
| |
Name and Address(1)
|
| | |
Amount and
Nature of Beneficial Ownership |
| | |
Percent
of Class(2) |
| | ||||||
| |
Bank of America Corporation(3)
directly and on behalf of certain subsidiaries |
| | | | | | | | | | | | | | | |
| |
100 North Tryon Street, Floor 25
Bank of America Corporate Center Charlotte, NC 28255 |
| | | | | 3,431,631 | | | | | | | 6.15% | | | |
| | Blackrock, Inc.(4) | | | | | | | | | | | | | | | | |
| |
40 East 52nd Street
New York, NY 10022 |
| | | | | 4,618,341 | | | | | | | 8.27% | | | |
| | Lord Michael A. Ashcroft(5) | | | | | | | | | | | | | | | | |
| |
4 Marine Parade
Belize City, Belize |
| | | | | 2,909,842 | | | | | | | 5.21% | | | |
| | Vanguard Group, Inc.(6) | | | | | | | | | | | | | | | | |
| |
100 Vanguard Blvd.
Malvern, PA 19355 |
| | | | | 3,504,139 | | | | | | | 6.28% | | | |
| | Linda Chavez | | | | | | 29,295(7) | | | | | | | * | | | |
| | J. Philip Ferguson | | | | | | 26,322 | | | | | | | * | | | |
| | Anthony G. Fernandes | | | | | | 31,255 | | | | | | | * | | | |
| | Luke S. Helms | | | | | | 95,703(8) | | | | | | | * | | | |
| | Maryellen C. Herringer | | | | | | 143,331(9) | | | | | | | * | | | |
| | Sudhakar Kesavan | | | | | | 9,705 | | | | | | | * | | | |
| | James S. Lusk | | | | | | 81,523(10) | | | | | | | * | | | |
| | James P. McClure | | | | | | 106,944 | | | | | | | * | | | |
| | Sarah H. McConnell | | | | | | 78,180(11) | | | | | | | * | | | |
| | Tracy K. Price | | | | | | 129,123(12) | | | | | | | * | | | |
| | Henrik C. Slipsager | | | | | | 543,715(13) | | | | | | | 1.0% | | | |
| | William W. Steele | | | | | | 186,939(14) | | | | | | | * | | | |
| | Winifred Markus Webb | | | | | | 0(15) | | | | | | | | | | |
| | Executive officers and directors as a group (18 persons) | | | | | | 1,659,401(16) | | | | | | | 3.0% | | | |
(in millions)
|
| |
Year Ended October 31,
|
| |||||||||
| | |
2014
|
| |
2013
|
| ||||||
Reconciliation of Adjusted Net Income to Net Income | | | | ||||||||||
Adjusted net income | | | | $ | 89.5 | | | | | $ | 85.0 | | |
Items impacting comparability: | | | | ||||||||||
Rebranding(a) | | | | | (4.1) | | | | | | (3.6) | | |
U.S. Foreign Corrupt Practices Act investigation(b) | | | | | (1.2) | | | | | | (0.8) | | |
Self-insurance adjustment | | | | | (11.5) | | | | | | (10.6) | | |
Acquisition costs | | | | | (1.4) | | | | | | (1.1) | | |
Litigation and other settlements | | | | | (3.4) | | | | | | (0.1) | | |
Restructuring(c) | | | | | (2.6) | | | | | | (3.8) | | |
Total items impacting comparability | | | | | (24.2) | | | | | | (20.0) | | |
Benefit from income taxes | | | | | 10.3 | | | | | | 7.9 | | |
Items impacting comparability, net of taxes | | | | | (13.9) | | | | | | (12.1) | | |
Net income | | | | $ | 75.6 | | | | | $ | 72.9 | | |
Reconciliation of Adjusted Operating Profit to Operating Profit | | | | ||||||||||
Adjusted operating profit | | | | $ | 152.8 | | | | | $ | 139.0 | | |
Total items impacting comparability | | | | | (24.2) | | | | | | (20.0) | | |
Operating profit | | | | $ | 128.6 | | | | | $ | 119.0 | | |
Reconciliation of Acquisition Adjusted EBITDA to Net Income | | | | ||||||||||
Acquisition Adjusted EBITDA | | | | $ | 193.5 | | | | | $ | 182.7 | | |
Adjustments related to major acquisitions: | | | | ||||||||||
Historical EBITDA
|
| | | | 23.2 | | | | | | 23.2 | | |
Adjusted EBITDA | | | | $ | 216.7 | | | | | $ | 205.9 | | |
Items impacting comparability
|
| | | | (24.2) | | | | | | (20.0) | | |
Provision for income taxes
|
| | | | (48.8) | | | | | | (39.5) | | |
Interest expense
|
| | | | (10.7) | | | | | | (12.9) | | |
Depreciation and amortization
|
| | | | (57.4) | | | | | | (60.6) | | |
Net income | | | | $ | 75.6 | | | | | $ | 72.9 | | |
Reconciliation of Adjusted Operating Cash Flow to Operating Cash Flow
|
| | | ||||||||||
Adjusted operating cash flow | | | | $ | 118.7 | | | | | $ | 134.8 | | |
Adjustments related to major acquisitions: | | | | ||||||||||
Historical operating cash flow
|
| | | | 2.0 | | | | | | 2.0 | | |
Acquisition costs
|
| | | | — | | | | | | (1.5) | | |
Operating cash flow | | | | $ | 120.7 | | | | | $ | 135.3 | | |
Reconciliation of Adjusted Net Income per Diluted Share to Net Income
per Diluted Share |
| | | ||||||||||
Adjusted net income per diluted share | | | | $ | 1.57 | | | | | $ | 1.52 | | |
Items impacting comparability, net taxes
|
| | | | (0.25) | | | | | | (0.22) | | |
Net income per diluted share
|
| | | $ | 1.32 | | | | | $ | 1.30 | | |
Diluted shares | | | | | 57.1 | | | | | | 56.1 | | |