o | Preliminary Proxy Statement |
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Commission Only (as permitted by Rule
14a-6(5)(2))
|
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
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(4) | Date Filed: |
1. |
Election
of the seven nominees named in the attached proxy statement to the Board
of Directors to serve until the 2010 annual meeting of
stockholders;
|
|
2.
|
Ratification
of the appointment of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm for 2009;
and
|
|
3. | To act upon such other matters, if any, as may properly come before the meeting. |
ABOUT THE ANNUAL MEETING |
1
|
|
PROPOSAL
NO. 1 ELECTION OF DIRECTORS
|
6
|
|
|
Nominees for Election to Our Board |
6
|
CORPORATE
GOVERNANCE
|
8
|
|
MEETINGS AND COMMITTEES OF THE BOARD |
11
|
|
COMPENSATION COMMITTEE REPORT |
13
|
|
COMPENSATION DISCUSSION AND ANALYSIS |
13
|
|
ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION |
23
|
|
|
Summary
Compensation Table
|
23
|
|
2008
Grants of Plan-Based Awards Table
|
25
|
Outstanding Equity Awards at 2008 Fiscal Year-End Table |
27
|
|
2008 Option Exercises and Stock Vested Table |
28
|
|
2008 Non-Qualified Deferred Compensation Table |
29
|
|
Potential Payments Upon Termination or Change in Control Table |
29
|
|
EQUITY COMPENSATION PLAN INFORMATION TABLE |
32
|
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NON-MANAGEMENT
DIRECTOR COMPENSATION
|
32
|
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INFORMATION
CONCERNING OUR EXECUTIVE OFFICERS
|
35
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
37
|
|
STOCK
OWNERSHIP GUIDELINES FOR DIRECTORS AND EXECUTIVE
COMMITTEE
|
39
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|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
39
|
|
PROPOSAL
NO. 2 RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE &
TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2009
|
40
|
|
|
2008
and 2007 Audit Fees
|
40
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AUDIT
COMMITTEE REPORT
|
41
|
|
OTHER
MATTERS
|
42
|
|
1.
|
The
election of the following seven nominees to the Board of Directors to
serve until the 2010 annual meeting of
stockholders:
|
● | John F. Bergstrom | ● | Gilbert T. Ray | |
● | John C. Brouillard | ● | Carlos A. Saladrigas | |
● | Darren R. Jackson | ● | Francesca M. Spinelli | |
● | William S. Oglesby |
2.
|
Ratification
of the appointment of Deloitte & Touche LLP (“Deloitte”) as the
Company’s independent registered public accounting firm for
2009.
|
1.
|
FOR
each of the seven director nominees;
and
|
2.
|
FOR
ratification of the appointment of Deloitte as independent registered
public accounting firm for 2009.
|
●
|
By
Internet at www.proxyvote.com;
|
|
|
●
|
By
toll-free telephone at
1-800-690-6903;
|
●
|
By
completing and mailing your proxy card;
or
|
●
|
By
written ballot at the Annual
Meeting.
|
●
|
Entering
a new vote by Internet or
telephone;
|
|
|
●
|
Returning
a later-dated proxy card;
|
●
|
Sending
written notice of revocation to Michael A. Norona, Executive Vice
President, Chief Financial Officer and Secretary, at the Company’s address
of record, which is 5008 Airport Road, Roanoke, VA 24012;
or
|
●
|
Completing
a written ballot at the Annual
Meeting.
|
Name
|
Age
|
Position
|
|||
John
F. Bergstrom(3)(4)
|
62
|
Director
|
|||
John
C. Brouillard(1)(2)
|
60
|
Chair
|
|||
Darren
R. Jackson
|
44
|
Director and
Chief Executive Officer
|
|||
William
S. Oglesby(3)(4)
|
49
|
Director
|
|||
Gilbert
T. Ray(2)(4)
|
64
|
Director
|
|||
Carlos
A. Saladrigas(1)
|
60
|
Director
|
|||
Francesca
M. Spinelli(2)(4)
|
55
|
Director
|
Mr. Bergstrom, Director, became a
member of our Board in May 2008. Mr. Bergstrom is the Chairman
and Chief Executive Officer of Bergstrom Corporation, which owns and
operates 24 automobile dealerships representing 26 different
brands. Mr. Bergstrom has served in his current role for the
past five years. Mr. Bergstrom serves as a director of
Kimberly-Clark Corporation, a global health and hygiene company; Wisconsin
Energy Corporation, a diversified energy company; Midwest Airlines; and
Green Bay Packers, Inc. Mr. Bergstrom also serves as
President of the Theda Clark Medical Center
Foundation.
|
Mr.
Brouillard, Chair, became a member of our Board in May 2004 and was
appointed Lead Director on February 14, 2007. Mr. Brouillard
served as the interim Chair, President and Chief Executive Officer of the
Company from May 2007 until January 7, 2008, when he became the
non-executive Chair of the Board. Mr. Brouillard retired as
Chief Administrative and Financial Officer of H.E. Butt Grocery Company in
June 2005, a position that he had held since February
1991. From 1977 to 1991, Mr. Brouillard held various positions
with Hills Department Stores, including serving as President of that
company. Mr. Brouillard serves as a director of Eddie Bauer
Holdings, Inc., an outdoor apparel and accessories
retailer.
|
Mr.
Jackson, Director and Chief Executive Officer, became a member of
our Board in July 2004. Mr. Jackson became the President and
Chief Executive Officer on
January 7, 2008, and has served as Chief Executive Officer since January
27, 2009. Prior to joining us, Mr. Jackson served in various
executive positions with Best Buy Co., Inc., a specialty retailer of
consumer electronics, office products, appliances and software,
ultimately serving from July 2007 to December 2007 as Executive Vice
President of Customer Operating Groups. He joined Best Buy in
2000 and was appointed as its Executive Vice President-Finance and Chief
Financial Officer in February of 2001. Prior to 2000, he served
as Vice President and Chief Financial Officer of Nordstrom, Inc.,
Full-line Stores, a fashion specialty retailer, and held various senior
positions including Chief Financial Officer of Carson Pirie Scott &
Company. He began his career at KPMG. Mr. Jackson
serves as Vice Chairman of the Marquette University board and as a
director of Cristo Rey
Network.
|
Mr.
Oglesby, Director, became a member of our Board in December
2004. Mr. Oglesby is currently Senior Managing Director for The
Blackstone Group, L.P., a global investment and advisory firm, and has
held this position since April 2004. Mr. Oglesby has over 25
years of investment experience as a result of holding managing director
positions with Credit Suisse First Boston; Donaldson Lufkin &
Jenrette; and Kidder, Peabody &
Co.
|
Mr. Ray, Director, became a member of our Board in
December 2002. Mr. Ray was a partner of the law firm
of O’Melveny & Myers LLP until his retirement in February 2000.
Mr. Ray is a member of the boards of Watson Wyatt Worldwide,
Inc.; IHOP Corp.; Automobile Club of Southern California; Sierra
Monolithics, Inc.; and Diamond Rock Hospitality
Company. Mr. Ray is also a trustee of SunAmerica Series
Trust; Seasons Series Trust; and The John Randolph Haynes and Dora Haynes
Foundation.
|
Mr.
Saladrigas, Director, became a member of our Board in May
2003. Mr. Saladrigas has been the Chairman and Chief Executive
Officer of Regis HR, a Professional Employee Organization since July
2008. Mr. Saladrigas served the Premier America Bank in Miami,
Florida, as Vice Chairman from June 2007 to July 2008, and as Chairman
from September 2001 until June 2007. From November 1984 to May
2002, he was the Chief Executive Officer of ADP TotalSource (previously
The Vincam Group, Inc.), a human resources outsourcing company that
provides human resource functions to small and mid-sized
businesses. Mr. Saladrigas serves as a director of Progress
Energy, Inc.; Carolina Power & Light Company; and Florida Progress
Corporation.
|
Ms. Spinelli, Director, became a member of our Board in
November 2002. Ms. Spinelli has been the Senior Vice
President, People for PetSmart, Inc., a retail supplier of pet products
and services, since September 2003. Previously,
Ms. Spinelli served as the Senior Vice President of People for
RadioShack Corporation, an electronics retailer, a position she held from
December 1999 to June 2003. From July 1998 to
December 1999, she served as Vice President of People for RadioShack
Corporation. From February 1997 to July 1998,
Ms. Spinelli served as Corporate Vice President of Organizational
Development for Wal-Mart Stores, Inc. From March 1993 to
February 1997, Ms. Spinelli served as Vice President of Human
Resources for McLane Company, Inc., a former division of Wal-Mart Stores,
Inc.
|
●
|
the
structure of our Board, including, among other things, the size, mix of
independent and non-independent members, membership criteria, term of
service, compensation and assessment of performance of our
Board;
|
●
|
Board
procedural matters, including, among other things, selection of the chair
of the Board, Board meetings, Board communications, retention of counsel
and advisors and our expectations regarding the performance of our
directors;
|
●
|
committee
matters, including, among other things, the types of committees, charters
of committees, independence of committee members, chairs of committees,
service of committee members, committee agendas and committee minutes and
reports;
|
●
|
chief
executive officer evaluation, management development and succession
planning;
|
●
|
codes
of conduct; and
|
●
|
other
matters, including charitable contributions, use of the corporate
airplane, auditor services, Board access to management and interaction
with third parties, directors and officers insurance and the
indemnification/limitation of liability of directors, our policy
prohibiting Company loans to the Company’s executive officers and
directors, and confidential stockholder
voting.
|
Name
of Committee and
Members
|
Primary
Responsibilities
|
#
of Meetings
in
2008
|
Audit
Carlos A. Saladrigas (Chair)
John
C. Brouillard
Nicholas
J. LaHowchic
|
●
monitors the integrity of our financial statements, reporting
processes, internal controls, reisk management and legal and reulatory
compliance;
●
selects,
determines the compensation of, evaluates and, when appropriate, replaces
our independent registered public accounting firm; pre-approves all audit
and permitted non-audit services;
●
monitors the qualifications, independence and performance of our
independent registered public accounting firm;
and
●
oversees our internal audit function.
|
9
|
Compensation
Francesca M.
Spinelli (Chair)
John
C. Brouillard
Gilbert
T. Ray
|
●
reviews and approves our executive compensation
philosophy;
●
annually
reviews and approves corporate goals and objectives relevant to the
compensation of the CEO and evaluates the CEO's performance in light of
these goals.
●
determines the compensation of our executive officers and approves
compensation for key members of management;
● oversees our
incentive and equity-based compensation plans;
and
●
oversees development and implementation of executive succession
plans, including identifying the CEO's successor and reporting annually to
the Board. |
5 |
Name
of Committee and
Members
|
Primary
Responsibilities
|
#
of Meetings
in
2008
|
Finance
William S. Oglesby (Chair)
John
F. Bergstrom
Lawrence
P. Castellani
Nicholas
J. LaHowchic
|
●
reviews and makes recommendations to the Board regarding our
financial policies, including investment guidelines, deployment of capital
and short-term and long-term financing;
●
reviews
credit metrics, including debt ratios, debt levels and leverage
ratios;
●
reviews all aspects of financial planning, cash uses and our
expansion program; and
●
reviews and recommends the annual financial plan to the
Board.
|
5
|
Nominating
and Corporate
Governance
Gilbert
T.
Ray (Chair)
John
F. Bergstrom
William
S. Oglesby
Francesca
M. Spinelli
|
●
assists the Board in identifying, eveluating and recommending
candidates for election to the Board;
●
establishes
procedures and provides oversight for evaluating the Board and
management;
●
develops, recommends and reassesses our corporate governance
guidelines; and
●
evaluates the size, structure and composition of the Board and its
committees. |
4 |
AutoZone |
OfficeMax
|
|
Barnes & Noble | O’Reilly Automotive | |
Bed Bath & Beyond | The Pep Boys | |
Borders Group | PetSmart | |
Collective Brands | RadioShack | |
Dollar Tree | Sherwin-Williams | |
Foot Locker | Williams-Sonoma | |
Genuine Parts |
●
|
base
salary, which is intended to compensate executives for their primary
responsibilities and individual
contributions;
|
●
|
performance-based
cash incentives, which are intended to link annual incentive compensation
and annual performance goals and operating
results;
|
●
|
long-term
equity incentives, which are intended to link long-term incentive
compensation with the Company's long-term value creation;
and
|
●
|
retirement
savings and other
compensation.
|
Measure
|
Weight
|
Threshold Performance |
Target Performance |
Maximum Performance |
Actual Performance |
Actual Payout |
||||||
DIY
Sales
|
20%
|
96% of
goal
|
100%
of goal
|
104%
of goal
|
98.7%
|
75.6%
|
||||||
Commercial
Sales
|
20%
|
96% of
goal
|
100%
of goal
|
104%
of goal
|
102.7%
|
167.5%
|
||||||
Operating
Income
|
40%
|
90%
of goal
|
100%
of goal
|
110%
of goal
|
97.1%
|
78.3%
|
||||||
Store
Manager Turnover
|
20%
|
94%
of goal
|
100%
of goal
|
130%
of goal
|
111.1%
|
142.5%
|
||||||
Total
Payout
|
108.4%
|
2008 Target Annual Compensation
Opportunity
|
2009 Target Annual Compensation
Opportunity
|
|||||||||||||||||||||||
Executive
|
Base Salary
($) |
Bonus
Target Value
($) |
Target Total
($) |
Base Salary
($) |
Bonus
Target Value
($) |
Target Total
($) |
||||||||||||||||||
Mr.
Jackson
|
$ | 800,000 | $ | 1,200,000 | $ | 2,000,000 | $ | 700,000 | $ | 1,400,000 | $ | 2,100,000 | ||||||||||||
Mr.
Freeland
|
500,000 | 300,000 | 800,000 | 450,000 | 405,000 | 855,000 | ||||||||||||||||||
Mr.
Norona
|
415,000 | 250,000 | 665,000 | 450,000 | 360,000 | 810,000 | ||||||||||||||||||
Mr.
Wade
|
500,000 | 325,000 | 825,000 | 450,000 | 405,000 | 855,000 |
Name
and Principal
Position |
Year
|
Salary ($) |
Bonus
(a) ($) |
Stock
Awards
(b)
($)
|
Option
or SAR Awards
(c) ($) |
Non-Equity
Incentive Plan Compensation (d) |
All
Other
Compensation (e)(f)
(g)(h)(i)
($)
|
Total ($) |
||||||||||||||||
John
C. Brouillard (j)
|
2008
|
$ | 23,077 | $ | 200,000 | $ | 60,000 | $ | 111,085 | $ | - | $ | 159,167 | $ | 553,329 | |||||||||
Non-Executive
Chair
|
2007
|
784,625 | - | 68,706 | 100,421 | - | 973 | 954,725 | ||||||||||||||||
2006
|
- | - | - | - | - | - | - | |||||||||||||||||
Darren
R. Jackson (k)
|
2008
|
800,000 | 690,625 | 1,357,233 | 1,230,161 | 1,269,259 | 50,890 | 5,398,168 | ||||||||||||||||
Chief
Executive Officer
|
2007
|
- | - | - | - | - | - | - | ||||||||||||||||
2006
|
- | - | - | - | - | - | - | |||||||||||||||||
Michael
A. Norona (l)
|
2008
|
375,501 | 163,350 | 532,261 | 376,669 | 237,178 | 10,562 | 1,695,521 | ||||||||||||||||
EVP,
Chief Financial Officer
|
2007
|
- | - | - | - | - | - | - | ||||||||||||||||
2006
|
- | - | - | - | - | - | - | |||||||||||||||||
Kevin
P. Freeland
|
2008
|
448,087 | - | 75,377 | 226,387 | 284,885 | 10,783 | 1,045,519 | ||||||||||||||||
Chief
Operating Officer
|
2007
|
- | - | - | - | - | - | - | ||||||||||||||||
2006
|
- | - | - | - | - | - | - | |||||||||||||||||
Jimmie
L. Wade
|
2008
|
509,627 | - | 649,719 | 1,964,022 | 352,308 | 18,076 | 3,493,752 | ||||||||||||||||
President
|
2007
|
496,449 | - | 113,223 | 1,122,613 | 21,699 | 20,005 | 1,773,989 | ||||||||||||||||
2006
|
481,510 | - | - | 1,223,406 | 20,548 | 14,471 | 1,739,935 | |||||||||||||||||
Elwyn
G. Murray III
|
2008
|
509,627 | - | 199,577 | 809,415 | 352,308 | 17,368 | 1,888,295 | ||||||||||||||||
Former
EVP,
|
2007
|
457,584 | - | 106,165 | 805,088 | 21,699 | 19,859 | 1,410,395 | ||||||||||||||||
Customer Development
Officer
|
2006
|
386,246 | - | - | 540,692 | 16,497 | 9,417 | 952,852 | ||||||||||||||||
Michael
O. Moore (m)
|
2008
|
37,982 | - | (59,939 | ) | (1,133,000 | ) | 22,852 | 448,419 | (683,686 | ) | |||||||||||||
Former
EVP, Chief Financial Officer
|
2007
|
391,763 | - | 59,939 | 693,408 | 17,143 | 83,552 | 1,245,805 | ||||||||||||||||
2006
|
380,260 | - | - | 439,592 | 16,159 | 106,486 | 942,497 |
(a) |
For
Mr. Brouillard, the amount reported represents a payment of $200,000 in
2008, approved by the Board of Directors, that was awarded to Mr.
Brouillard for the successful transition of executive leadership to Mr.
Jackson. This payment was also in recognition of the fact that
Mr. Brouillard did not participate in any management incentive plan or
receive other benefits during his tenure as interim Chair, President, and
CEO. The Company made one-time payments in April 2008 of
$690,625 to Mr. Jackson and $163,350 to Mr. Norona according to their
employment agreements for the 2007 bonus each of them would have earned
under his former employer’s executive bonus plan. The annual
incentive payments to Messrs. Jackson and Norona for fiscal 2008 are
included in this table under “Non-Equity Incentive Plan
Compensation.”
|
(b)
|
Except
for Mr. Brouillard, represents the dollar amounts recognized for the fair
value of restricted stock granted during fiscal 2008 and 2007, in
accordance with Statement of Financial Accounting Standards No. 123
(revised 2004), “Share-Based Payment,” or SFAS 123R. Pursuant to SEC
rules, the amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. The grant date fair value is
calculated using the closing price of the Company’s stock on the date of
grant. For additional information, refer to Note 16 of the Company’s
consolidated financial statements in the 2008 Form 10-K filed with the SEC
on March 4, 2009. See the “2008 Grants of Plan-Based Awards” and “2008
Director Summary Compensation” tables in this proxy statement for
information on stock awards granted in 2008. These amounts reflect the
Company’s accounting expense, and do not correspond to the actual value
that will be realized by the named executive officers.
|
(c)
|
Represents
the dollar amounts recognized for the 2008, 2007 and 2006 fiscal years for
the fair value of SARs and stock options granted in those years, as well
as prior fiscal years, in accordance with SFAS 123R. Pursuant to SEC
rules, the amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. For information on the
valuation assumptions, refer to Note 16 of the Company’s consolidated
financial statements in the 2008 Form 10-K filed with the SEC on March 4,
2009. See the “2008 Grants of Plan-Based Awards” and “2008 Director
Summary Compensation” tables in this proxy statement for information on
SARs granted in 2008. These amounts reflect the Company’s accounting
expense, and do not correspond to the actual value that will be realized
by the named executive officers. For Mr. Wade, the amount
reported for 2008 reflects the retirement provision with regard to equity
award vesting as provided in Mr. Wade’s employment
agreement.
|
(d)
|
Amounts
in this column were paid to the named executives in February of 2007 and
2008 and March 2009, respectively, for the preceding fiscal year’s
performance according to the terms of the annual incentive plans in effect
for each respective year.
|
(e)
|
Includes
company matching contributions according to the terms of the Company’s
401(k) plan.
|
(f)
|
Includes
life insurance premiums paid by the Company for coverage equal to one time
the executive’s annual salary, which is the incremental cost required to
cover a benefit stated in the terms of each executive’s employment
contract, with the exception of Mr. Brouillard, who did not have an
employment agreement.
|
(g)
|
Includes
executive allowance reimbursements for 2008 as follows: Mr. Jackson -
$17,500 for personal automobile use and financial planning; Mr. Norona -
$9,730 for personal automobile use; Mr. Wade - $11,000 for personal
automobile use; Mr. Murray - $11,000 for personal automobile use; and Mr.
Freeland - $9,730 for personal automobile use. Information about these
taxable perquisites is discussed under the heading “Other Compensation” in
the Compensation Discussion and Analysis section of this proxy
statement.
|
(h)
|
This
column also includes the value of any personal use of the Company aircraft
calculated as the incremental cost to the Company and tax reimbursements
related to personal use of the Company aircraft. Individual expenses
related to plane use and any related tax reimbursements provided in
accordance with the Company’s plane use policy are reported for 2007 and
2006. 2008 reportable compensation was as follows: Mr.
Jackson - $32,098 for plane use and $460 for related tax reimbursement;
and for Mr. Norona - $460; Mr. Wade - $542; and Mr. Murray - $542,
respectively, for tax reimbursement related to plane use. The
incremental cost to the Company for personal use of Company aircraft is
calculated based on the primary variable operating costs to the Company,
including fuel, maintenance and other miscellaneous variable
costs.
|
(i)
|
For
Mr. Brouillard, the amount reported for 2007 is the value of dividends
earned on DSUs and converted to additional
DSUs.
|
(j)
|
From
May 7, 2007 until January 7, 2008, Mr. Brouillard served as Interim Chair,
President, and CEO. Effective January 7, 2008, Mr. Brouillard’s tenure as
Interim Chair, President, and CEO ended, and he became the non-executive
Chair of the Board. Information included as Salary for Mr.
Brouillard represents salary compensation he received while serving as the
interim President and Chief Executive Officer and stock-based compensation
he received in May 2007 and 2008. For 2008, the amounts
shown in Stock Awards, Option or SAR Awards and All Other Compensation
represent equity awards and fees earned by Mr. Brouillard in conjunction
with his service as a non-employee director. See the “2008
Director Summary Compensation Table” in this proxy statement for
information on stock awards to directors. No information is
provided for 2006, while Mr. Brouillard served as a non-employee director,
due to its lack of comparability with the 2007 and 2008
compensation.
|
(k)
|
Stock
awards and SARs reported for Mr. Jackson reflect the grants he received
when he began his employment as our president and chief executive officer
on January 7, 2008. Mr. Jackson received special equity grants
valued in the amount of $6,351,000 related to his employment agreement
under the Company’s 2004 LTIP which were intended to replace stock value
he forfeited when he left the employment of his former
employer. Mr. Jackson did not receive a grant in February
2008. He and other employees received a grant in November 2008
under the new annual long-term incentive grant procedures established by
the Compensation Committee in 2008. More details of Mr.
Jackson’s grants are provided in the “2008 Grants of Plan-Based Awards”
table in this proxy
statement.
|
(l)
|
Stock
awards and SARs reported for Mr. Norona reflect the grants he received
when he began his employment as our chief financial officer on February
15, 2008. Mr. Norona received special equity grants valued in
the amount of $2,125,000 related to his employment agreement under the
Company’s 2004 LTIP which were intended to replace stock value he
forfeited when he left the employment of his former
employer. Additionally, Mr. Norona received an annual equity
grant on February 18, 2008 under the Company’s 2004 LTIP valued at
$750,000. He and other employees received a grant in November
2008 under the new annual long-term incentive grant procedures established
by the Compensation Committee in 2008. More details of Mr.
Norona’s grants are provided in the “2008 Grants of Plan-Based Awards”
table in this proxy statement.
|
(m)
|
Mr.
Moore is the former principal financial officer of the
Company. His separation of employment was effective February 2,
2008. Mr. Moore’s compensation attributed to stock and option
awards is negative for 2008 as a result of the forfeiture of all awards in
connection with his departure from the Company. Information
provided in the “All Other Compensation” column includes severance
payments of $447,529, which includes a relocation allowance of $63,000 and
an associated tax gross-up payment in the amount of $6,844, paid during
2008 according to the terms of his employment
agreement.
|
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards
(a)
|
Estimated
Future Payouts Under Equity Incentive Plan Awards (b)
|
All
Other Stock Awards: Number of Shares of Stock or
|
All
Other Option Awards: Number of Securities Underlying
|
Exercise
Price of Option
|
Grant
Date
Fair
Value of Stock and Option
|
|||||||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target (#)
|
Maximum
(#)
|
Units (#)
(c)
|
Options
(#)(d)
|
Awards ($)
(e)
|
Awards
($)
|
|||||||||||||||||||||
Mr.
Brouillard (f)
|
5/20/2008
|
$ | - | $ | - | $ | - | - | - | - | - | 5,709 | $ | 38.94 | $ | 60,000 | ||||||||||||||||
5/20/2008
|
- | - | - | - | - | - | 1,541 | - | - | 60,000 | ||||||||||||||||||||||
Mr.
Jackson (g)
|
1/7/2008
|
300,000 | 1,200,000 | 2,400,000 | - | - | - | - | 225,000 | 37.28 | 2,250,000 | |||||||||||||||||||||
1/7/2008
|
- | - | - | - | - | - | 110,000 | - | - | 4,100,800 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 56,594 | 169,785 | - | 169,785 | 25.81 | 1,293,762 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 5,569 | 16,709 | 16,709 | - | - | 431,259 | ||||||||||||||||||||||
Mr.
Norona (h)
|
2/15/2008
|
62,500 | 250,000 | 500,000 | - | - | - | - | 50,000 | 33.66 | 441,500 | |||||||||||||||||||||
2/15/2008
|
- | - | - | - | - | - | 50,000 | - | - | 1,683,000 | ||||||||||||||||||||||
2/19/2008
|
- | - | - | - | - | - | - | 63,561 | 33.80 | 563,150 | ||||||||||||||||||||||
2/19/2008
|
- | - | - | - | - | - | 5,547 | - | - | 187,489 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 15,994 | 47,983 | - | 47,983 | 25.81 | 365,630 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 1,574 | 4,722 | 4,722 | - | - | 121,875 | ||||||||||||||||||||||
Mr.
Freeland (i)
|
2/19/2008
|
75,000 | 300,000 | 600,000 | - | - | - | - | 21,188 | 33.80 | 187,726 | |||||||||||||||||||||
2/19/2008
|
- | - | - | - | - | - | 1,849 | - | - | 62,496 | ||||||||||||||||||||||
2/19/2008
|
- | - | - | - | - | - | - | 63,560 | 33.80 | 563,142 | ||||||||||||||||||||||
2/19/2008
|
- | - | - | - | - | - | 5,547 | - | - | 187,489 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 16,609 | 49,829 | - | 49,829 | 25.81 | 379,697 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 1,634 | 4,904 | 4,904 | - | - | 126,572 | ||||||||||||||||||||||
Mr.
Wade (j)
|
2/19/2008
|
81,250 | 325,000 | 650,000 | - | - | - | - | 61,983 | 33.80 | 549,169 | |||||||||||||||||||||
2/19/2008
|
- | - | - | - | - | - | 5,410 | - | - | 182,858 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 15,994 | 47,983 | - | 47,983 | 25.81 | 365,630 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 1,574 | 4,722 | 4,722 | - | - | 121,875 | ||||||||||||||||||||||
Mr.
Murray (j)
|
2/19/2008
|
81,250 | 325,000 | 650,000 | - | - | - | - | 61,983 | 33.80 | 549,169 | |||||||||||||||||||||
2/19/2008
|
- | - | - | - | - | - | 5,410 | - | - | 182,858 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 12,303 | 36,910 | - | 36,910 | 25.81 | 281,254 | ||||||||||||||||||||||
11/17/2008
|
- | - | - | - | 1,210 | 3,633 | 3,633 | - | - | 93,768 | ||||||||||||||||||||||
Mr.
Moore (k)
|
12/31/2007
|
59,252 | 237,008 | 474,016 | - | - | - | - | - | - | - |
(a)
|
The
non-equity incentive plan information represents our 2008 annual incentive
plan.
|
(b)
|
For
the November 17, 2008 grants of SARs and restricted stock, 75 percent of
the target award amount will vest in approximately equal annual
installments on each November 17 over a consecutive three-year period,
with the first installment vesting on November 17, 2009. Our
executives may receive the remaining 25 percent on March 1, 2012,
following certification by the Committee of the achievement of a
performance target of the Company during the 2009 through 2011 fiscal
years. At the threshold level of Company performance, executives receive
no additional SARs or shares of restricted stock. If the
Company’s performance exceeds the target level, executive officers may
receive additional SARs and shares of restricted stock up to a maximum of
50 percent of the target level award. Our executives received
75 percent of target award value granted in the form of SARs and the
remaining 25 percent granted in the form of shares of restricted
stock.
|
(c)
|
This
column includes the number of shares of restricted stock awarded to each
executive for each grant in 2008.
|
(d)
|
This
column includes the number of SARs awarded to each executive for each
grant in 2008.
|
(e)
|
Stock
prices shown are the exercise price of any SARs grants based on the
closing price of the Company’s common stock on the date of
grant.
|
(f)
|
As
Interim Chair, President and CEO, Mr. Brouillard did not participate in
the employee incentive programs in 2008. All stock awards
represent awards made to Mr. Brouillard for his service as a non-employee
director.
|
(g) |
Effective
upon Mr. Jackson’s employment as our chief executive officer on January 7,
2008, Mr. Jackson received equity grants valued in the amount of
$6,351,000 under the Company’s 2004 LTIP to replace stock value he
forfeited when he left the employment of his former
company. This replacement equity consisted of 110,000 shares of
restricted stock which will vest on the third anniversary of the effective
date of the grant and 225,000 SARs. One fourth of the SARs
vested immediately and may be exercised after January 8, 2009, and the
remaining three fourths of the SARs vest in equal installments on the
first, second and third anniversaries of the grant date. Mr.
Jackson did not receive a grant in February 2008, when other long-term
incentive grants were made to employees as part of our annual grant
process. These equity awards were designed to directly link his
interests with those of our stockholders.
|
(h) | On February 15, 2008, Mr. Norona received special equity grants pursuant to his employment agreement that were intended to replace stock value he forfeited when he left his former employment. The equity grants were made under the Company’s 2004 |
|
LTIP. The
special grant consisted of 50,000 shares of restricted stock that will
vest equally in one-third increments on the first, second and third
anniversaries of the grant date and a special grant of 50,000
SARs. One fourth of the SARs were vested immediately with a
one-year holding period before they may be exercised, and the remaining
three fourths of the SARs vest in equal annual installments on the first,
second and third anniversaries of the grant date. Effective
February 19, 2008, Mr. Norona received equity grants under the Company’s
2004 LTIP valued at $750,000 on date of grant consisting of 25 percent of
the value issued in the form of 5,547 shares of restricted stock that vest
annually in three equal installments commencing on the first anniversary
of the grant date and 75 percent of the value issued in the form of 63,561
SARs that vest equally in three equal increments commencing on the first,
second and third anniversaries of the grant
date.
|
(i)
|
On
February 19, 2008, Mr. Freeland received two equity grants under the
Company’s 2004 LTIP. The first grant valued at $250,000 that
was awarded to Mr. Freeland pursuant to the terms of his offer of
employment. The special grant consisted of 1,849 shares of
restricted stock which will vest on the third anniversary of the effective
date of the grant and 21,188 SARs. The SARs vest equally in three equal
increments commencing on the first, second and third anniversaries of the
grant date. Mr. Freeland’s second grant was awarded pursuant to the
Company’s annual grant policy. The shares reported under “All Other Stock
Awards” represent shares of restricted stock. The SARs and
restricted stock become exercisable in three approximately equal annual
installments commencing on the first anniversary of the date of
grant.
|
(j)
|
For
grants to Messrs. Wade and Murray in February 2008, the shares reported
under “All Other Stock Awards” represent shares of restricted
stock. SARs and restricted stock granted to Messrs. Wade and
Murray in February 2008 become exercisable in three approximately equal
annual installments commencing on the first anniversary of the date of
grant.
|
(k)
|
For
grants to Mr. Moore, the amounts for non-equity incentive awards were paid
to Mr. Moore according to the incentive plan in place for 2008 and paid in
2009 and pro-rated according to the terms of his employment
agreement. No stock awards were granted to Mr. Moore in
2008.
|
Option
Awards (a)
|
Stock
Awards (b)
|
|||||||||||||||||||
|
Equity
Incentive Plan Awards:
|
|||||||||||||||||||
Number
of Securities Underlying Unexercised Options
|
|
Equity
Incentive
Plan Awards:
Number
of Shares Underlying Unexercised
|
Option
|
Option
|
Number
of Shares or Units of Stock That
|
Market
Value of Shares or Units of Stock That
|
Number
of Unearned Shares, Units, or Other Rights That
|
Market
Value of Unearned Shares, Units, or Other Rights That
|
||||||||||||
Name
|
Grant
Date
|
|
(#)
|
|
(#)
|
Unearned
Options (#)
|
Exercise
Price ($)
|
Expiration
Date
|
Have Not Vested
(#)
|
Have Not Vested
($)
|
Have Not
Vested (#)
|
Have Not Vested ($)
|
||||||||
Mr.
Brouillard (c)
|
|
5/24/2004
|
7,500
|
-
|
-
|
$ 28.07
|
5/24/2011
|
-
|
$ -
|
-
|
$ -
|
|||||||||
5/23/2005
|
7,500
|
-
|
-
|
39.65
|
5/23/2012
|
-
|
-
|
-
|
-
|
|||||||||||
5/22/2006
|
5,000
|
2,500
|
-
|
38.35
|
5/22/2013
|
-
|
-
|
-
|
-
|
|||||||||||
5/21/2007
|
5,000
|
10,000
|
-
|
41.64
|
5/21/2014
|
-
|
-
|
-
|
-
|
|||||||||||
5/20/2008
|
-
|
5,709
|
-
|
38.94
|
5/20/2015
|
-
|
-
|
-
|
-
|
|||||||||||
Mr.
Jackson (d)
|
|
7/20/2004
|
7,500
|
-
|
-
|
24.55
|
7/20/2011
|
-
|
-
|
-
|
-
|
|||||||||
5/23/2005
|
6,250
|
-
|
-
|
39.65
|
5/23/2012
|
-
|
-
|
-
|
-
|
|||||||||||
5/22/2006
|
5,000
|
2,500
|
-
|
38.35
|
5/22/2013
|
-
|
-
|
-
|
-
|
|||||||||||
5/21/2007
|
2,500
|
5,000
|
-
|
41.64
|
5/21/2014
|
-
|
-
|
-
|
-
|
|||||||||||
1/7/2008
|
56,250
|
168,750
|
-
|
37.28
|
1/7/2015
|
-
|
-
|
-
|
-
|
|||||||||||
1/7/2008
|
-
|
-
|
-
|
-
|
-
|
110,000
|
3,755,400
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
169,785
|
56,594
|
25.81
|
11/17/2015
|
-
|
-
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
-
|
-
|
-
|
-
|
16,709
|
570,445
|
5,569
|
190,126
|
|||||||||||
Mr.
Norona
|
2/15/2008
|
12,500
|
37,500
|
-
|
33.66
|
2/15/2015
|
-
|
-
|
-
|
-
|
||||||||||
2/15/2008
|
-
|
-
|
-
|
-
|
-
|
50,000
|
1,707,000
|
-
|
-
|
|||||||||||
2/19/2008
|
-
|
63,561
|
-
|
33.80
|
2/20/2015
|
-
|
-
|
-
|
-
|
|||||||||||
2/19/2008
|
-
|
-
|
-
|
-
|
-
|
5,547
|
189,375
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
47,983
|
15,994
|
25.81
|
11/17/2015
|
-
|
-
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
-
|
-
|
-
|
-
|
4,722
|
161,209
|
1,574
|
53,736
|
|||||||||||
Mr.
Freeland
|
2/19/2008
|
-
|
84,748
|
-
|
33.80
|
2/20/2015
|
-
|
-
|
-
|
-
|
||||||||||
2/19/2008
|
-
|
-
|
-
|
-
|
-
|
7,396
|
252,499
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
49,829
|
16,609
|
25.81
|
11/17/2015
|
-
|
-
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
-
|
-
|
-
|
-
|
4,904
|
167,423
|
1,634
|
55,785
|
|||||||||||
Mr.
Wade
|
8/18/2003
|
20,000
|
-
|
-
|
24.34
|
8/18/2010
|
-
|
-
|
-
|
-
|
||||||||||
2/23/2004
|
135,000
|
-
|
-
|
26.21
|
2/23/2011
|
-
|
-
|
-
|
-
|
|||||||||||
2/22/2005
|
135,000
|
-
|
-
|
33.37
|
2/22/2012
|
-
|
-
|
-
|
-
|
|||||||||||
2/21/2006
|
70,000
|
35,000
|
-
|
40.45
|
2/21/2013
|
-
|
-
|
-
|
-
|
|||||||||||
2/20/2007
|
22,007
|
44,014
|
-
|
38.03
|
2/20/2014
|
-
|
-
|
-
|
-
|
|||||||||||
2/20/2007
|
-
|
-
|
-
|
-
|
-
|
6,574
|
224,436
|
-
|
-
|
|||||||||||
5/21/2007
|
-
|
-
|
-
|
-
|
-
|
5,000
|
170,700
|
-
|
-
|
|||||||||||
2/19/2008
|
-
|
61,983
|
-
|
33.80
|
2/20/2015
|
-
|
-
|
-
|
-
|
|||||||||||
2/19/2008
|
-
|
-
|
-
|
-
|
-
|
5,410
|
184,697
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
47,983
|
15,994
|
25.81
|
11/17/2015
|
-
|
-
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
-
|
-
|
-
|
-
|
4,722
|
161,209
|
1,574
|
53,736
|
|||||||||||
Mr.
Murray
|
4/20/2005
|
90,000
|
-
|
-
|
33.57
|
4/20/2012
|
-
|
-
|
-
|
-
|
||||||||||
2/21/2006
|
60,000
|
30,000
|
-
|
40.45
|
2/21/2013
|
-
|
-
|
-
|
-
|
|||||||||||
2/20/2007
|
19,806
|
39,614
|
-
|
38.03
|
2/20/2014
|
-
|
-
|
-
|
-
|
|||||||||||
2/20/2007
|
-
|
-
|
-
|
-
|
-
|
5,916
|
201,972
|
-
|
-
|
|||||||||||
5/21/2007
|
-
|
-
|
-
|
-
|
-
|
5,000
|
170,700
|
-
|
-
|
|||||||||||
2/19/2008
|
-
|
61,983
|
-
|
33.80
|
2/20/2015
|
-
|
-
|
-
|
-
|
|||||||||||
2/19/2008
|
-
|
-
|
-
|
-
|
-
|
5,410
|
184,697
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
36,910
|
12,303
|
25.81
|
11/17/2015
|
-
|
-
|
-
|
-
|
|||||||||||
11/17/2008
|
-
|
-
|
-
|
-
|
-
|
3,633
|
124,031
|
1,210
|
41,309
|
|||||||||||
Mr.
Moore (e)
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(a)
|
Includes
grants of stock options and SARs. With the exception of the
special grants to Messrs. Jackson, Norona and Freeland, as described in
the notes to the “2008 Grants of Plan-Based Awards Table” contained in
this proxy statement, all stock options and time-based SARs vest in three
equal annual increments commencing on the first anniversary date of the
grant. The amounts shown for SARs granted in November 2008
represent the time-based portion of the grants and the performance-based
portion of the grants at target level, respectively. The
performance-based awards shown as Equity Incentive Plan Awards in this
table will be eligible for exercise on March 1, 2012, following
certification by the Committee of the achievement of a specified level of
performance.
|
(b)
|
Except
for Mr. Brouillard, all stock awards listed in the table are awards of
restricted stock. All restricted stock awards made prior to
January 2008 vest on the third anniversary of the grant
date. With the exception of the special grants to Mr. Jackson
in January 2008 and to Messrs. Norona and Freeland in February 2008, as
described in the notes to the “2008 Grants of Plan-Based Awards Table”
contained in this proxy statement, all subsequent awards of time-based
restricted stock vest in approximately equal one-third annual increments
commencing on the first anniversary of the date of grant. The
market value of the stock awards is reflective of the closing price of the
Company’s stock as of January 2, 2009 ($34.14), the last day that the
Company’s common stock was traded during fiscal 2008. The
amounts shown for restricted stock awarded in November 2008 represent the
time-based portion of the grants and the performance-based portion of the
grants at target level, respectively. The performance-based
awards shown as Equity Incentive Plan Awards in this table will be
eligible for issuance on March 1, 2012, following certification by the
Committee of the achievement of a specified level of
performance.
|
(c)
|
All
stock options displayed for Mr. Brouillard are grants related to his
service as a board member. Mr. Brouillard’s option grant in
2007 was twice the normal level for a non-employee director as a result of
his appointment to the position of Interim Chair, President and CEO in
that year.
|
(d)
|
For
Mr. Jackson, all outstanding option awards granted prior to January 2008
were granted as part of his compensation as an independent
director.
|
(e)
|
Mr.
Moore forfeited all vested and unvested stock options shortly after his
separation from employment in February 2008 because they were
unexercisable during the 90-day exercise period; accordingly, he had no
outstanding stock incentives at the end of our fiscal
year.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||
Name
|
Number
of
Shares
Acquired
on
Exercise (#)
|
Value
Realized
on Exercise ($)
|
Number
of Shares Acquired on Vesting (#)
|
Value
Realized
on
Vesting
($)
|
||||||||||||
Mr.
Brouillard
|
- | $ | - | 1,541 | $ | 60,000 | ||||||||||
Mr.
Jackson
|
- | - | - | - | ||||||||||||
Mr.
Norona
|
- | - | - | - | ||||||||||||
Mr.
Freeland
|
- | - | - | - | ||||||||||||
Mr.
Wade
|
65,000 | 1,373,855 | - | - | ||||||||||||
Mr.
Murray
|
- | - | - | - | ||||||||||||
Mr.
Moore
|
- | - | - | - |
Name
|
Executive
Contributions in
Last
FY (a)
($)
|
Registrant
Contribution in
Last
FY
($)
|
Aggregate
Earnings
in
Last
FY (b)
($)
|
Aggregate
Withdrawals/ Distributions ($)
|
Aggregate
Balance
at
Last
FYE
($)
|
|||||||||||||||
Mr.
Brouillard (c)
|
$ | - | $ | 60,000 | $ | 33,586 | $ | - | $ | 203,654 | ||||||||||
Mr.
Jackson
|
615,392 | - | (27,331 | ) | - | 709,288 | ||||||||||||||
Mr.
Norona
|
95,770 | - | 487 | - | 96,257 | |||||||||||||||
Mr.
Freeland
|
- | - | - | - | - | |||||||||||||||
Mr.
Wade
|
100,002 | - | 4,470 | - | 518,661 | |||||||||||||||
Mr.
Murray
|
- | - | - | - | - | |||||||||||||||
Mr.
Moore
|
4,558 | - | (4,947 | ) | 39,921 | - |
(a)
|
Additional
information is provided under “Retirement Savings” in the Compensation
Discussion and Analysis section of this proxy statement. Any
amounts reported for “Executive Contributions” are also reported in the
Summary Compensation Table of this proxy statement in the “Stock Awards”
column for Mr. Brouillard and in the “Salary” column for other
executives.
|
(b)
|
Represents
unrealized gains or losses on market-based investments selected by
executives for their deferred compensation balances. For Mr.
Brouillard and Mr. Jackson, the amounts reported include the value of
dividends earned on DSUs and converted to additional DSUs and the change
in overall value of DSUs based on the Company’s stock
price. Mr. Jackson’s net loss reflects a $29,871 decrease in
Company stock price, partially offset by earnings of $1,640 in investments
in the deferred compensation plan.
|
(c)
|
Deferred
compensation for Mr. Brouillard represents the value of the compensation
he has received in the form of DSUs for service as a
director.
|
Executive
|
Voluntary
Termination without Good Reason; Involuntary Termination for Due Cause
(a)
|
Disability
|
Death
|
Involuntary
Termination without Due Cause or Voluntary Termination for Good Reason not
related to a Change in Control (b)
|
Involuntary
Termination without Due Cause or Voluntary Termination for Good Reason
related to a Change in Control (c)
|
|||||||||||||||
Mr. Jackson
|
||||||||||||||||||||
Cash
Severance (d)
|
$ | - | $ | 1,440,000 | $ | 2,000,000 | $ | 2,000,000 | $ | 4,000,000 | ||||||||||
Stock
Incentives (e) (f) (g)
|
- | 6,401,708 | 6,401,708 | - | 6,401,708 | |||||||||||||||
Cont'd
Medical Coverage (h)
|
- | 8,917 | - | 8,917 | 8,917 | |||||||||||||||
Outplacement
|
- | - | - | 12,000 | 12,000 | |||||||||||||||
Executive
Choice
|
- | - | - | 17,500 | 17,500 | |||||||||||||||
Life
Insurance
|
- | - | 800,000 | - | - | |||||||||||||||
Disability
Insurance Payout (i)
|
- | 480,000 | - | - | - | |||||||||||||||
Excise
Tax Gross-Up
|
n/a
|
n/a
|
n/a
|
n/a
|
2,843,777 | |||||||||||||||
$ | - | $ | 8,330,625 | $ | 9,201,708 | $ | 8,440,125 | $ | 13,283,902 | |||||||||||
Mr. Norona
|
||||||||||||||||||||
Cash
Severance (d)
|
$ | - | $ | 373,500 | $ | 665,000 | $ | 665,000 | $ | 1,330,000 | ||||||||||
Stock
Incentives (e)(f)(g)
|
- | 2,683,859 | 2,683,859 | - | 2,683,859 | |||||||||||||||
Cont'd
Medical Coverage(h)
|
- | 8,917 | - | 8,917 | 8,917 | |||||||||||||||
Outplacement
|
- | - | - | 12,000 | 12,000 | |||||||||||||||
Executive
Choice
|
- | - | - | 11,000 | 11,000 | |||||||||||||||
Life
Insurance
|
- | - | 415,000 | - | - | |||||||||||||||
Disability
Insurance Payout (i)
|
- | 249,000 | - | - | - | |||||||||||||||
Excise
Tax Gross-Up
|
n/a
|
n/a
|
n/a
|
n/a
|
805,386 | |||||||||||||||
$ | - | $ | 3,315,276 | $ | 3,762,859 | $ | 3,379,776 | $ | 4,849,162 | |||||||||||
Mr. Freeland
|
||||||||||||||||||||
Cash
Severance (d)
|
$ | - | $ | 450,000 | $ | 800,000 | $ | 800,000 | $ | 1,600,000 | ||||||||||
Stock
Incentives (e)(f)(g)
|
- | 1,057,958 | 1,057,958 | - | 1,057,958 | |||||||||||||||
Cont'd
Medical Coverage (h)
|
- | 8,917 | - | 8,917 | 8,917 | |||||||||||||||
Outplacement
|
- | - | - | 12,000 | 12,000 | |||||||||||||||
Executive
Choice
|
- | - | - | 11,000 | 11,000 | |||||||||||||||
Life
Insurance
|
- | - | 500,000 | - | - | |||||||||||||||
Disability
Insurance Payout (i)
|
- | 300,000 | - | - | - | |||||||||||||||
Excise
Tax Gross-Up
|
n/a
|
n/a
|
n/a
|
n/a
|
830,591 | |||||||||||||||
$ | - | $ | 1,816,875 | $ | 2,357,958 | $ | 1,889,875 | $ | 3,520,466 | |||||||||||
Mr. Wade
|
||||||||||||||||||||
Cash
Severance (d)
|
$ | - | $ | 475,000 | $ | 825,000 | $ | 825,000 | $ | 1,650,000 | ||||||||||
Stock
Incentives (e)(f)(g)
|
- | 1,348,782 | 1,348,782 | 1,348,782 | 1,348,782 | |||||||||||||||
Cont'd
Medical Coverage (h)
|
- | 9,023 | - | 9,023 | 9,023 | |||||||||||||||
Outplacement
|
- | - | - | 12,000 | 12,000 | |||||||||||||||
Executive
Choice
|
- | - | - | 11,000 | 11,000 | |||||||||||||||
Life
Insurance
|
- | - | 500,000 | - | - | |||||||||||||||
Disability
Insurance Payout (i)
|
- | 300,000 | - | - | - | |||||||||||||||
Excise
Tax Gross-Up
|
n/a
|
n/a
|
n/a
|
n/a
|
- | |||||||||||||||
$ | - | $ | 2,132,805 | $ | 2,673,782 | $ | 2,205,805 | $ | 3,030,805 | |||||||||||
Mr. Murray
|
||||||||||||||||||||
Cash
Severance (d)
|
$ | - | $ | 475,000 | $ | 825,000 | $ | 825,000 | $ | 1,650,000 | ||||||||||
Stock
Incentives (e)(f)(g)
|
- | 1,153,728 | 1,153,728 | - | 1,153,728 | |||||||||||||||
Cont'd
Medical Coverage (h)
|
- | 9,023 | - | 9,023 | 9,023 | |||||||||||||||
Outplacement
|
- | - | - | 12,000 | 12,000 | |||||||||||||||
Executive
Choice
|
- | - | - | 11,000 | 11,000 | |||||||||||||||
Life
Insurance
|
- | - | 500,000 | - | - | |||||||||||||||
Disability
Insurance Payout (i)
|
- | 300,000 | - | - | - | |||||||||||||||
Excise
Tax Gross-Up
|
n/a
|
n/a
|
n/a
|
n/a
|
767,144 | |||||||||||||||
$ | - | $ | 1,937,751 | $ | 2,478,728 | $ | 2,010,751 | $ | 3,602,895 | |||||||||||
Mr.
Moore (j)
|
||||||||||||||||||||
Cash
Severance
|
$ | - | $ | - | $ | - | $ | 427,627 | $ | - | ||||||||||
Cont'd
Medical Coverage
|
- | - | - | 7,437 | - | |||||||||||||||
Outplacement
|
- | - | - | 12,000 | - | |||||||||||||||
Executive
Choice
|
- | - | - | 1,058 | - | |||||||||||||||
$ | - | $ | - | $ | - | $ | 448,122 | $ | - |
(a)
|
Voluntary
termination or termination for Due Cause makes an executive ineligible for
any employment agreement benefits other than any rights he may have under
the normal terms of other benefit plans. Executives must
exercise vested long-term incentives within 90 days after the date of
termination. The term “Due Cause” is defined in the
agreements as (i) a material breach of the executive’s obligations under
the agreement or a material violation of any code or standard of conduct
applicable to the Company’s officers that is willful and deliberate and
committed in bad faith and that has not been cured; (ii) a material
violation of the loyalty obligations as provided in the agreement; (iii)
the executive’s willful engagement in bad faith conduct that is
demonstrably and materially injurious to the Company (iv) a conviction of
a crime of moral turpitude or a felony involving fraud, breach of trust,
or misappropriation; or (v) a determination that the executive is in
material violation of the Company’s Substance Abuse
Policy.
|
(b)
|
The
employment agreements provide that the executive’s employment is deemed to
be terminated by the Company without Due Cause if the executive elects to
terminate his employment for Good Reason. The term “Good
Reason” is defined in the agreement as: (i) a material diminution in the
executive’s total direct compensation; (ii) material diminution in the
executive’s authority, duties or responsibilities or those of his
supervisors, (iii) the termination of the Executive Incentive
Plan without a replacement plan or the material reduction of the
executive’s benefits without a similar reduction for other executives; or
(iv) requiring the executive to be based more than 60 miles from the
Company’s office at which he was principally employed immediately prior to
the date of the relocation. For Mr. Jackson, the definition of
“Good Reason” includes failure of the Nominating Committee of the Board to
renominate him for election as a director or the Board requiring that he
no longer report to the Board. Upon termination of employment
by the Company other than for Due Cause or by the executive for Good
Reason, the executive is entitled to receive a cash “termination payment”
which equals the sum of the executive’s annual base salary, target bonus
amount, and the prorated value of the annual Executive Choice
Plan. The value of the target bonus amount included in the cash
severance payment is the 2008 target bonus amount for each
executive. In addition, the executive will receive outplacement
services and certain medical benefits
coverage.
|
(c)
|
If,
within 12 months of a change in control (as defined in our 2004 LTIP), the
executive’s employment is terminated by the Company other than for Due
Cause or by the executive for Good Reason, the employment agreements
provide that the executive will be entitled to a Change in Control
Termination Payment equal to two times his base salary and two times his
target bonus and the prorated value of the annual Executive Choice
Plan. The value of the target bonus amount included in the cash
severance payment is the 2008 target bonus amount for each
executive. In addition, the executive will be entitled to
a tax gross-up payment in the event that an excise tax is levied on the
Change in Control payment.
|
(d)
|
In
the case of voluntary termination or termination for Due Cause, the
executive would be ineligible to receive a cash severance payment because
he would not have been actively employed on the date of
distribution. In accordance with the employment agreements, if
the executive’s employment is terminated on account of death, the
executive’s beneficiary or estate is entitled to receive a lump sum
payment equivalent to the executive’s annual base salary and target bonus
amount. In the event that employment is terminated on account
of disability, the employment agreements provide that the executive is
entitled to receive a cash severance amount equivalent to 30 percent of
his annual base salary and his target bonus amount. The value
of the target bonus amount included in the cash severance payment is the
2008 target bonus amount for each
executive.
|
(e)
|
Amounts
shown here are calculated as the differences between the exercise price of
the outstanding long-term stock-based incentives and the closing price of
our stock at the end of our fiscal year
($34.14).
|
(f)
|
The
terms of executives’ stock option and SAR agreements provide that all
long-term stock-based incentives are 100 percent vested when a change in
control occurs.
|
(g)
|
The
terms of executives’ restricted stock awards provide that restricted stock
becomes 100 percent vested when a change in control
occurs.
|
(h)
|
Amounts
provided here represent the Company’s cost of providing one year of
healthcare coverage to the
executive.
|
(i)
|
Disability
amounts shown consist of the amount the executives receive under the
Company’s qualified plan, and the cash
severance.
|
(j)
|
Mr.
Moore’s employment terminated prior to January 3, 2009. The
amounts shown were paid to him in connection with his separation from
employment in 2008.
|
Number
of shares to be issued upon exercise of outstanding options, warrants, and
rights
|
Weighted-average
exercise
price of outstanding options, warrants, and rights (a)
|
Number
of securities remaining available
for
future issuance
under
equity
compensation
plans(b)
|
||||||||||
|
||||||||||||
Equity
compensation plans approved by
stockholders
|
7,188,000 | (c) | $33.95 | 3,998,000 | ||||||||
|
||||||||||||
Equity
compensation plans not approved by
stockholders
|
- | - | - | |||||||||
Total
|
7,188,000 | $33.95 | 3,998,000 |
(a)
|
Includes
weighted average exercise price of outstanding stock options and SARs
only.
|
(b)
|
Excludes
shares reflected in the first
column.
|
(c)
|
Includes
grants of stock options, SARs, performance-based SARs, restricted stock,
performance-based restricted stock and deferred stock
units.
|
Board
Participation Type
|
Retainer/Fee
|
|||
Chair
|
$100,000
|
|||
Audit
Committee Chair
|
$ 15,000
|
|||
Compensation
Committee Chair
|
$ 10,000
|
|||
Finance
Committee Chair
|
$ 10,000
|
|||
Nominating
and Corporate Governance Committee Chair
|
$ 10,000
|
|||
Board
Meeting Attendance
|
$ 2,000
|
|||
Telephonic
Board Meeting Attendance
|
$ 1,000
|
|||
Committee
Meeting Attendance
|
$ 1,000
|
|||
Telephonic
Committee Meeting Attendance
|
$ 750
|
Name
|
Fees
Earned or Paid in Cash (a)
($)
|
Stock
Awards
(b)
($)
|
Option
Awards
(c)
($)
|
Total
($)
|
||||||||||||
John
F. Bergstrom
|
$ | 33,750 | $ | 60,000 | $ | 12,308 | $ | 106,058 | ||||||||
John
C. Brouillard (d)
|
159,167 | 60,000 | 111,085 | 330,252 | ||||||||||||
Lawrence
P. Castellani
|
39,750 | 60,000 | 173,883 | 273,633 | ||||||||||||
Nicholas
J. LaHowchic
|
49,250 | 60,000 | 68,483 | 177,733 | ||||||||||||
William
S. Oglesby
|
54,500 | 60,000 | 75,513 | 190,013 | ||||||||||||
Gilbert
T. Ray
|
54,750 | 60,000 | 80,535 | 195,285 | ||||||||||||
Carlos
A. Saladrigas
|
58,000 | 60,000 | 80,535 | 198,535 | ||||||||||||
Francesca
M. Spinelli
|
53,750 | 60,000 | 80,535 | 194,285 | ||||||||||||
William
Salter (e)
|
3,000 | - | 68,227 | 71,227 |
(a)
|
Information
includes paid or deferred board annual retainers, chair retainers and
board and committee meeting fees paid to directors based on their
respective meeting attendance during 2008. For Messrs.
LaHowchic and Oglesby, amounts shown include $25,000 of their respective
annual retainers deferred by them to the Company’s DSU
plan.
|
(b)
|
Represents
the dollar amounts recognized for the fair value of DSUs granted during
fiscal 2008 in accordance with Statement of Financial Accounting Standards
No. 123 (revised 2004), “Share-Based Payment,” or SFAS 123R. The grant
date fair value is calculated using the closing price of the Company’s
stock on the date of grant. The reported fair value is based on the number
of units granted multiplied by the stock price ($38.94) on May 20, 2008,
the grant date. For additional information, refer to Note 16 of the
Company’s consolidated financial statements in the 2008 Form 10-K filed
with the SEC on March 4, 2009. These amounts reflect the Company’s
accounting expense and do not correspond to the actual value that will be
realized by the directors.
|
(c) |
Represents
the dollar amounts recognized during fiscal year 2008 for the fair value
of SARs granted in 2008, as well as stock option grants in prior fiscal
years, in accordance with SFAS 123R. Pursuant to SEC rules, the amounts
shown exclude the impact of estimated forfeitures related to service-based
vesting conditions. For Mr. Castellani, amounts shown include options
awarded during his tenure as the Company’s Chief Executive
Officer. For fiscal 2008, the Company’s directors received
grants of SARs on May 20, 2008 with an exercise price of $38.94, the
closing price of the Company’s stock on the date of grant. The grant date
fair value per SAR was $10.51. For information on the valuation
assumptions, refer to Note 16 of the Company’s consolidated financial
statements in the 2008 Form 10-K filed with the SEC on March 4, 2009.
These amounts reflect the Company’s accounting expense, and do not
correspond to the actual value that will be realized by the
directors.
|
(d) |
Compensation
reported for Mr. Brouillard includes normal board compensation fees paid
to him after he became non-executive chair shortly after the start of
2008. Refer to the Summary Compensation Table for compensation
paid to Mr. Brouillard while he served as Interim Chair, President, and
Chief Executive Officer.
|
(e) |
Compensation
reported for Mr. Salter includes normal board compensation fees paid to
him in 2008 prior to his retirement from the Board in May
2008. He did not receive a grant of DSUs or SARs during
2008.
|
Name
|
Outstanding
Stock Options
and
SARs
|
Outstanding
Deferred Stock Units
|
||||||
John
F. Bergstrom
|
5,709 | 1,545 | ||||||
John
C. Brouillard (a)
|
43,209 | 6,052 | ||||||
Lawrence
P. Castellani (b)
|
266,209 | 3,217 | ||||||
Nicholas
J. LaHowchic
|
20,709 | 4,180 | ||||||
William
S. Oglesby
|
32,584 | 6,321 | ||||||
Gilbert
T. Ray
|
41,959 | 5,108 | ||||||
Carlos
A. Saladrigas
|
58,209 | 4,898 | ||||||
Francesca
Spinelli
|
46,959 | 5,318 | ||||||
William
L. Salter (c)
|
40,624 | - |
(a)
|
Outstanding
stock options for Mr. Brouillard reflect stock incentives awarded to him
during his tenure as Interim Chair, President, and Chief Executive Officer
which continue to vest during his service as a
director.
|
(b)
|
Outstanding
stock options for Mr. Castellani reflect those awarded to him during his
tenure as our past chief executive officer and chairman and other grants
awarded to him under our director compensation arrangement, all of which
continue to vest during his service as a
director.
|
(c)
|
Outstanding
stock options for Mr. Salter reflect those awarded to him prior to 2008
during his tenure as a director.
|
Name
|
Age
|
Position
|
|
||
Darren R. Jackson |
44
|
Chief
Executive Officer and Director
|
|||
Jimmie
L. Wade
|
54
|
President | |||
Kevin
P. Freeland
|
51
|
Chief
Operating Officer
|
|||
Michael
A. Norona
|
45
|
Executive
Vice President, Chief Financial Officer and Secretary
|
|||
Jill
A. Livesay
|
40
|
Senior
Vice President, Controller
|
|||
Michael
Marolt
|
53
|
Senior
Vice President, Customer Operations Excellence Officer
|
|||
Keith
A. Oreson
|
52
|
Senior
Vice President, Human Resources
|
|||
Charles E. Tyson |
47
|
Senior Vice President, Merchandising | |||
Kenneth A. Wirth, Jr. |
50
|
Senior
Vice President, Customer Experience
Officer
|
●
|
each
person or entity that beneficially owns more than 5 percent of our common
stock;
|
●
|
each
member of our Board;
|
●
|
each
of our executive officers named in the “Summary Compensation Table”
included in the “Executive Compensation” section of this proxy statement;
and
|
●
|
all
directors and executive officers as a
group.
|
Shares
beneficially owned
|
||||
Name of Beneficial Owner
|
Number
|
Percentage
|
||
Wellington
Management Company, LLP(1)
|
6,512,593
|
6.8%
|
||
75
State Street
|
||||
Boston,
MA 02109
|
||||
FMR,
LLC(2)
|
5,760,031
|
6.0%
|
||
82
Devonshire Street
|
||||
Boston,
MA 02109
|
||||
JPMorgan
Chase & Co.(3)
|
5,124,631
|
5.4%
|
||
270
Park Ave
|
||||
New
York, NY 10017
|
||||
John
F. Bergstrom (4)
|
4,451
|
*
|
||
John
C. Brouillard (5)
|
40,915
|
*
|
||
Lawrence
P. Castellani (6)
|
17,626
|
*
|
||
Darren
R. Jackson (7)
|
347,077
|
*
|
||
Nicholas
J. LaHowchic (8)
|
24,880
|
*
|
||
William
S. Oglesby (9)
|
35,754
|
*
|
||
Gilbert
T. Ray (10)
|
45,871
|
*
|
||
Carlos
A. Saladrigas (11)
|
56,810
|
*
|
||
Francesca
M. Spinelli (12)
|
47,481
|
*
|
||
Michael
A. Norona (13)
|
106,456
|
*
|
||
Kevin
P. Freeland (14)
|
93,699
|
*
|
||
Jimmie
L. Wade (15)
|
511,381
|
*
|
||
Elwyn
G. Murray, III (16)
|
243,077
|
*
|
||
Michael
O. Moore
|
-
|
-
|
||
All
executive officers and directors as a group (19 persons) (17)
|
1,934,131
|
2.0%
|
(1)
|
Based
solely on a Schedule 13G filed with the SEC by Wellington Management
Company, LLC. Wellington Management Company, LLC, in its
capacity as investment advisor, may be deemed to beneficially own
6,512,593 shares which are held of record by clients of the company, of
which it has sole voting power of 5,196,203
shares.
|
(2)
|
Based
solely on a Schedule 13G filed with the SEC by FMR, LLC, (“FMR”) and
Edward C. Johnson, 3rd,
all such shares are beneficially owned by or for entities: (a) Fidelity
Management & Research Company, a registered investment advisor to
various investment companies (“Fidelity Funds”) and a wholly-owned
subsidiary of FMR (“FM&RC”), (b) Pyramis Global Advisors, LLC
(“PGALLC”), an indirect wholly-owned subsidiary of FMR and a registered
investment advisor, (c) Pyramis Global Advisors Trust Company (“PGATC”),
an indirect wholly-owned subsidiary of FMR and a bank and (d) Fidelity
International Limited (“FIL”), a qualified
institution. FM&RC is the beneficial owner of 3,835,476
shares. Mr. Johnson (Chairman of FMR), FMR (through its control
of FM&RC) and Fidelity Funds each has sole dispositive power with
respect to 3,835,476 shares. Neither Mr. Johnson nor FMR has
the sole power to vote or direct the voting of the shares owned directly
by Fidelity Funds. The sole voting power of all shares directly
owned by Fidelity Funds resides with the Board of Trustees of such
funds. PGALLC is the beneficial owner of 93,320
shares. Mr. Johnson and FMR (through its control of PGALLC)
each has sole dispositive voting power with respect to 93,320
shares. PGATC is the beneficial owner of 966,760
shares. Mr. Johnson and FMR (through its control of
PGATC) each have sole dispositive and voting power with respect to 966,760
shares. FIL is the beneficial owner of 864,475 shares of which
it has sole dispositive power of 864,475 shares and sole voting power of
842,075 shares.
|
(3)
|
Based
solely on a Schedule 13G filed with the SEC by JPMorgan Chase & Co.,
all such shares are beneficially owned by JPMorgan Chase & Co. and its
subsidiaries: JPMorgan Chase Bank, National Association, J.P. Morgan
Investment Management Inc., JPMorgan Investment Advisors Inc. and JPMorgan
Asset Management (UK) Ltd.
|
(4)
|
Includes
1,548 shares of our common stock issuable with respect to DSUs and 1,903
shares of our common stock subject to options exercisable within 60 days
of March 30, 2009.
|
(5)
|
Includes
6,064 shares of our common stock issuable with respect to DSUs and 34,403
shares of our common stock subject to options exercisable within 60 days
of March 30, 2009.
|
(6)
|
Includes
3,223 shares of our common stock issuable with respect to DSUs and 14,403
shares of our common stock subject to options exercisable within 60 days
of March 30, 2009.
|
(7)
|
Includes
126,709 shares of our common stock issuable with respect to restricted
common stock; 31,618 shares of our common stock issuable with respect to
DSUs and 138,750 shares of our common stock subject to options exercisable
within 60 days of March 30, 2009.
|
(8)
|
Includes
4,356 shares of our common stock issuable with respect to DSUs and 14,403
shares of our common stock subject to options exercisable within 60 days
of March 30, 2009.
|
(9)
|
Includes
6,333 shares of our common stock issuable with respect to DSUs and 26,278
shares of our common stock subject to options exercisable within 60 days
of March 30, 2009.
|
(10)
|
Includes
5,118 shares of our common stock issuable with respect to DSUs and 35,653
shares of our common stock subject to options exercisable within 60 days
of March 30, 2009.
|
(11)
|
Includes
4,907 shares of our common stock issuable with respect to DSUs and 51,903
shares of our common stock subject to options exercisable within 60 days
of March 30, 2009.
|
(12)
|
Includes
5,328 shares of our common stock issuable with respect to DSUs and 40,653
shares of our common stock subject to options exercisable within 60 days
of March 30, 2009.
|
(13)
|
Includes
41,754 shares of our common stock issuable with respect to restricted
common stock and 46,187 shares of our common stock subject to options
exercisable within 60 days of March 30,
2009.
|
(14)
|
Includes
10,451 shares of our common stock issuable with respect to restricted
common stock and 28,248 shares of our common stock subject to options
exercisable within 60 days of March 30,
2009.
|
(15)
|
Includes
19,903 shares of our common stock issuable with respect to restricted
common stock and 459,675 shares of our common stock subject to options
exercisable within 60 days of March 30,
2009.
|
(16)
|
Includes
240,274 shares of our common stock subject to options exercisable within
60 days of March 30, 2009.
|
(17)
|
Includes
225,854 shares of our common stock with respect to restricted common
stock; 71,579 shares of our common stock issuable with respect to DSUs;
and 1,440,733 shares of our common stock subject to options and SARs
beneficially owned and exercisable within 60 days of March 30, 2009 by our
executive officers and directors.
|
Directors | Stock valued at 3 times their annual retainer |
Chairman, President and CEO | Stock valued at 3 times their annual base salary |
Other Executive Committee Members | Stock valued at 1 times their annual base salary |
2008
|
2007
|
|||||||
($
in thousands)
|
($
in thousands)
|
|||||||
Audit
Fees (a)
|
$1,588 | $1,968 | ||||||
Audit-Related
Fees
|
370 | - | ||||||
Tax
Fees
|
- | - | ||||||
All
Other Fees
|
- | - | ||||||
Total
|
$1,958 | $1,968 |
(a) | Fees for audit services billed in 2008 and 2007 consisted of: | ||
● | audit of our annual financial statements | ||
● | reviews of our quarterly financial statements | ||
● | attestation of management’s assessment and effectiveness of internal controls as required by the Sarbanes-Oxley Act of 2002, Section 404 | ||
● |
statutory
and regulatory audits, consents and other services related to SEC
matters
|
●
|
appointed
Deloitte & Touche LLP as the independent registered public accounting
firm for fiscal year 2008;
|
●
|
met
with management and the independent accountants to review and discuss
Advance’s critical accounting policies and significant
estimates;
|
●
|
met
with management and the independent accountants to review and approve the
fiscal year 2008 audit plan;
|
●
|
met
regularly with both the independent accountants and members of internal
audit outside the presence of
management;
|
●
|
met
with management and the independent accountants to review the audited
financial statements for the year ended January 3, 2009, and internal
controls over financial reporting as of January 3,
2009;
|
●
|
reviewed
and discussed the quarterly and annual reports prior to filing with the
SEC;
|
●
|
reviewed
and discussed the quarterly earnings press releases and other financial
press releases;
|
●
|
met
with the Chief Internal Audit Executive to review, among other things, the
audit plan, test work, findings and recommendations, and
staffing;
|
●
|
reviewed
the processes by which risk is assessed and mitigated;
and
|
●
|
completed
all other responsibilities under the Audit Committee
charter.
|