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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a‑12
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Alliance Data Systems Corporation
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Fee computed on table below per Exchange Act Rules 14a‑6(i)(4) and 0-11
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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DATE & TIME:
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PLACE:
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RECORD DATE:
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Wednesday, June 6, 2018
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7500 Dallas Parkway, Suite 700
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April 9, 2018
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9:00 a.m., local time
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Plano, Texas 75024
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/ to elect nine directors
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/ to hold an advisory vote on executive compensation
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/ to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the company for 2018
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/ to transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof
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By order of the Board of Directors,
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/s/ Joseph L. Motes III
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Joseph L. Motes III
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April 20, 2018
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Corporate Secretary
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Plano, Texas
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01
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Agenda and Voting Recommendations
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02
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Corporate Governance
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Proposal 1: Election of Directors
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14
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Executive Officers
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Compensation Committee Report
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Compensation Discussion and Analysis
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30
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Director and Executive Officer Compensation
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43
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Security Ownership of Certain Beneficial Owners
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Proposal 2: Advisory Vote on Executive Compensation
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Audit Committee Report
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Proposal 3: Ratification of the Selection of the Independent Registered Public Accounting Firm
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Additional Information
49 Questions and Answers about the Proxy Process
53 Preregistering for and Attending the Annual Meeting
54 Section 16(A) Beneficial Ownership Reporting Compliance
54 Incorporation by Reference
54 Householding of Annual Meeting Materials
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55
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Other Matters
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A-1
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Appendix A – Reconciliation of Non-GAAP Information
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Independent chair of the board of directors
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Adoption of proxy access
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Declassified board of directors
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Active board oversight of risk and risk management
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Majority voting to elect directors
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Annual board and committee self-assessments
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All independent director nominees, except CEO
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Active stockholder outreach
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Independent directors frequently meet in executive session
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Commitment to social responsibility with respect to data, our people, the community and the environment
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Active board engagement in managing talent and long-term succession planning for executives
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Engagement in multi-year board succession plan, including advancement of board diversity
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97% attendance at 2017 board and committee meetings
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All financially literate audit committee members and three audit committee financial experts in 2017
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Audit Committee /
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Members: Roger H. Ballou • Kelly J. Barlow • D. Keith Cobb • Kenneth R. Jensen • Timothy J. Theriault
Chair: D. Keith Cobb
2017 Meetings: 13
2017 Attendance: 91%
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The primary function of the audit committee is to assist our board of directors in fulfilling its oversight responsibilities by reviewing:
· the integrity of our financial statements;
· our compliance with legal and regulatory requirements;
· the independent registered public accounting firm's qualifications and independence; and
· the performance of both our internal audit department and the independent registered public accounting firm.
In addition, the audit committee has sole responsibility to:
· prepare the audit committee report included in this proxy statement;
· appoint, retain, compensate, evaluate and terminate our independent registered public accounting firm;
· approve audit and permissible non-audit services to be performed by our independent registered public accounting firm;
· review and approve related party transactions; and
· establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by associates of concerns regarding any questionable accounting or auditing matters.
Throughout the year, the audit committee meets with and receives reports from, among others, representatives of the company's independent registered public accounting firm, the company's enterprise risk management leader, head of internal audit, General Counsel, Chief Financial Officer, Chief Accounting Officer and Chief Information Security Officer. These meetings and reports cover a wide variety of topics, including, among others, audit, accounting, information technology, cybersecurity, risk management, financial results and regulatory and compliance matters. Also, as discussed under the caption "Risk Oversight Function of the Board of Directors" below, the audit committee has the primary responsibility for overseeing the company's enterprise risk framework, evaluating the risk information provided by management and reporting to the full board of directors those material strategic, financial, compliance, operational and enterprise risks, including cybersecurity risks, that the audit committee believes appropriate for review by the full board of directors.
Assuming the stockholders elect our director nominees, the 2018 audit committee will consist of Roger H. Ballou, Kelly J. Barlow, Kenneth R. Jensen and Timothy J. Theriault, and Mr. Ballou will commence his term as the chair. All of the members of the audit committee are, and will continue to be, independent as defined by the New York Stock Exchange, or NYSE, the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission rules and regulations.
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Our board of directors has determined that all members of the audit committee are, and will continue to be, financially literate and each of Mr. Ballou and Mr. Jensen possess accounting or related financial management expertise within the meaning of the listing standards of the NYSE and are audit committee financial experts within the meaning of applicable SEC rules.
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Compensation Committee /
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Members: Bruce K. Anderson • E. Linn Draper, Jr. • Robert A. Minicucci
Chair: E. Linn Draper, Jr.
2017 Meetings: 6
2017 Attendance: 100%
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The compensation committee's primary function is to oversee matters relating to compensation and our benefit plans. Specifically, the compensation committee's responsibilities include, among other duties, the responsibility to:
· annually review the compensation levels of our executive officers;
· approve all compensation for our non-CEO executive officers, and, together with the other independent directors, approve the compensation of our chief executive officer;
· determine target levels of incentive compensation and corresponding performance objectives for our non-CEO executive officers, and recommend such matters to the board of directors with respect to our chief executive officer;
· review and approve our compensation philosophy, programs and plans for associates;
· periodically review director compensation practices and recommend appropriate revisions to the board of directors;
· administer specific matters with respect to our equity and certain other compensation plans;
· review disclosure related to executive and director compensation in our proxy statements and discuss the Compensation Discussion and Analysis annually with management; and
· prepare the compensation committee report included in this proxy statement.
For additional information on the roles and responsibilities of the compensation committee, see the Compensation Discussion and Analysis below. For a discussion about the compensation committee's risk oversight in our compensation program design, see "Assessment of Risk in Compensation Program Design" contained in the Compensation Discussion and Analysis below.
Assuming the stockholders elect our director nominees, the 2018 compensation committee will consist of Bruce K. Anderson, Roger H. Ballou, E. Linn Draper, Jr. and Robert A. Minicucci, and Dr. Draper will continue as the chair. All members of the compensation committee are, and will continue to be, independent as defined by applicable requirements of the NYSE, the SEC and the Internal Revenue Service. No member of the compensation committee is or has ever been one of our officers or other associates. No interlocking relationship exists between our executive officers or the members of our compensation committee and the board of directors or compensation committee of any other company. For additional information on the independence of our directors, see "Director and Director Nominee Independence" below.
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Nominating & Corporate Governance Committee /
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Members: Roger H. Ballou • Robert A. Minicucci • Laurie A. Tucker
Chair: Roger H. Ballou
2017 Meetings: 5
2017 Attendance: 100%
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The primary functions of the nominating & corporate governance committee are to:
· assist the board of directors by identifying qualified board members and to recommend to the board of directors the director nominees for the next annual meeting of stockholders (or to fill vacancies);
· recommend to the board of directors the director nominees for each committee;
· develop and recommend to the board of directors a set of corporate governance principles applicable to us; and
· lead the board of directors in its annual review of both the board of directors' performance and the corporate governance guidelines.
The nominating & corporate governance committee develops criteria for the selection of directors, including procedures for reviewing potential nominees proposed by stockholders. The nominating & corporate governance committee reviews with the board of directors the desired experience, mix of skills and other qualities, including diversity of race/ethnicity and gender, to assure appropriate board of directors composition, taking into account the
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current directors and the specific needs of our company and the board of directors. The nominating & corporate governance committee also reviews and monitors the size and composition of the board of directors and its committees to ensure that the requisite number of directors are "independent directors," "non-employee directors" and "outside directors" within the meaning of any rules and laws applicable to us. For additional information on the role of the nominating & corporate governance committee with respect to the selection of directors, see "Director Selection Process" below.
Assuming the stockholders elect our director nominees, the 2018 nominating & corporate governance committee will consist of Robert A. Minicucci, Timothy J. Theriault and Laurie A. Tucker, and Ms. Tucker will commence her term as the chair. All members of the nominating & corporate governance committee are, and will continue to be, independent as defined by applicable requirements of the NYSE and rules and regulations of the SEC.
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Executive Committee /
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Members: Roger H. Ballou • Edward J. Heffernan • Kenneth R. Jensen • Robert A. Minicucci
2017 Meetings: 0
2017 Attendance: N/A
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The executive committee has the authority to approve acquisitions, divestitures, capital expenditures and leases that were not included in the budget approved by the board of directors, with a total cost of up to $20 million, provided that prior notice of all acquisitions is given to the full board of directors. The executive committee did not meet during 2017.
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Committee Membership
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Audit
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N&CG
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Compensation
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Executive
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Bruce K. Anderson
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Roger H. Ballou
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Chair
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Kelly J. Barlow
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E. Linn Draper, Jr., Ph.D.
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Chair
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Edward J. Heffernan
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Kenneth R. Jensen
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Robert A. Minicucci (Chair)
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Timothy J. Theriault
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Laurie A. Tucker
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Chair
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* |
D. Keith Cobb currently serves as the chair of the audit committee, but is not listed in the table above as he is not standing for re-election as a director at the annual meeting. See "Director Not Standing for Re-Election" below.
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Bruce K. Anderson /
Compensation Committee • Age: 78
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Mr. Anderson has served as a director since August 1996. He co-founded the investment firm Welsh, Carson, Anderson & Stowe, or WCAS, and has been a general partner of WCAS since March 1979. Prior to that, he served for nine years with Automatic Data Processing, Inc., or ADP, where, as executive vice president and a director of ADP and president of ADP International, he was active in corporate development and general management. Before joining ADP, Mr. Anderson spent four years in computer marketing with International Business Machines Corporation, or IBM. He holds a Bachelor's degree from the University of Minnesota. Mr. Anderson's qualifications include data industry and global operations experience, service on public company boards, financial and information technology expertise, demonstrated executive leadership and extensive, first-hand knowledge and understanding of our company gained from serving on our board since the company's inception. Our board of directors believes Mr. Anderson's skills and experience bring unique perspective and insight to the board and make him well-qualified for re-election as a director. Please see Director Succession and Retirement Policy on page 7 of this proxy statement with regard to the board's determination with respect to Mr. Anderson's nomination for re-election.
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Roger H. Ballou /
Audit Committee (Chair) • Compensation Committee • Executive Committee • Age: 66
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Mr. Ballou has served as a director since February 2001. Mr. Ballou served as the chief executive officer and a director of CDI Corporation, a public company engaged in providing staffing and outsourcing services, from October 2001 until January 2011. He was a self-employed consultant from October 2000 to October 2001. Before that time, Mr. Ballou had served as chairman and chief executive officer of Global Vacation Group, Inc. from April 1998 to September 2000. Prior to that, he was a senior advisor for Thayer Capital Partners from September 1997 to April 1998. From April 1995 to August 1997, he served as vice chairman and chief marketing officer, then as president and chief operating officer, of Alamo Rent-a-Car, Inc. Mr. Ballou served as a director of Fox Chase Bank from 2005 until 2016. Mr. Ballou is currently a director of RCM Technologies, Inc. and Univest Corporation of Pennsylvania. Mr. Ballou holds a Bachelor's degree from the Wharton School of the University of Pennsylvania and an MBA from the Tuck School of Business at Dartmouth. Our board of directors values Mr. Ballou's significant executive and public company board experience as well as his audit committee financial expertise which, together with his global operations and banking industry experience, strengthen and diversify the mix of skills represented on the board and demonstrate his qualifications for re-election as a director.
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Kelly J. Barlow /
Audit Committee • Age: 49
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Mr. Barlow has served as a director since June 2017. Mr. Barlow has been a partner of ValueAct Capital, an investment partnership engaged in public and private equity investing, since August 2003. Prior to joining ValueAct Capital, Mr. Barlow worked at EGM Capital from 1997 to 2003, where he served primarily as portfolio manager of the firm's long/short equity fund. Prior to EGM Capital, Mr. Barlow worked at Wells Capital Management, a wholly owned subsidiary of Wells Fargo Bank, in the small capitalization equity department from 1993 to 1997. Mr. Barlow previously served as a director of Adobe Systems, Inc. from December 2012 to April 2016 and of KAR Auction Services, Inc. from December 2011 to September 2013. Mr. Barlow holds a Bachelor's degree from California State University, Chico and is a CFA Charterholder. A seasoned investor with financial expertise and public company board experience, Mr. Barlow brings to the board a major investor's point of view. Our board benefits from Mr. Barlow's skills and the unique perspective and insights he contributes, qualifying him as a candidate for re-election as a director.
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E. Linn Draper, Jr., Ph.D. /
Compensation Committee (Chair) • Age: 76
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Dr. Draper has served as a director since February 2005. Dr. Draper served as chairman of the board of American Electric Power Company, Inc., or AEP, for 11 years until his retirement from AEP in 2004, and served as president and chief executive officer of AEP from 1993 to 2003. He was the president of the Ohio Valley Electric Corporation from 1992 until 2004, and was the chairman, president and chief executive officer of Gulf States Utilities Company from 1987 to 1992. Dr. Draper currently serves as a director of NorthWestern Corporation. Dr. Draper also serves on the University of Texas Engineering Advisory Board. Dr. Draper was a director of TransCanada Corporation from 2005 until 2013, and of Alpha Natural Resources, Inc. from 2004 until 2016. He holds two Bachelor's degrees from Rice University and a Doctorate from Cornell University. Dr. Draper has financial expertise and extensive experience serving as a senior executive, advisor and public company director, including compensation committee experience. In addition, Dr. Draper served in senior leadership roles in a highly-regulated industry. Dr. Draper's combination of skills and experience, as well as the continuity he brings as member of our board, make him a well-qualified candidate for re-election as a director. Please see Director Succession and Retirement Policy on page 7 of this proxy statement with regard to the board's determination with respect to Dr. Draper's nomination for re-election.
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Edward J. Heffernan /
President • Chief Executive Officer • Executive Committee • Age: 55
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Mr. Heffernan, president and chief executive officer, joined us in May 1998, and has served as a director since June 2009. From May 2000 until March 2009, Mr. Heffernan served as an executive vice president and chief financial officer and, prior to that, he was responsible for mergers and acquisitions. Before joining us, he served as vice president, mergers and acquisitions, for First Data Corporation from October 1994 to May 1998. Prior to that, he served as vice president, mergers and acquisitions for Citicorp from July 1990 to October 1994, and prior to that he served in corporate finance at Credit Suisse First Boston from June 1986 until July 1990. Mr. Heffernan's other board activities are focused solely in the not-for-profit sector, and specifically those areas identified by our associates as most meaningful to them: children's health and education. He is currently chairman of the board of Children's Health System of Texas (parent company of Children's Medical Centers), serves on the board of trustees of The Shelton School of Dallas (for learning different children) as well as holding board positions in higher education at Wesleyan University and Columbia Business School. Mr. Heffernan holds a Bachelor's degree from Wesleyan University and an MBA from Columbia Business School. Mr. Heffernan's role as our former chief financial officer and current chief executive officer provides a link to the company's management and a unique level of insight into the company's operations. His financial expertise, data and loyalty/marketing industry and global operations experience add important and relevant diversity to the board's overall mix of skills, and the board believes Mr. Heffernan is well-qualified for re-election as a director.
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Kenneth R. Jensen /
Audit Committee • Executive Committee • Age: 74
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Mr. Jensen has served as a director since February 2001. Mr. Jensen has served as a business consultant and strategic advisor for a number of companies since July 2006. Mr. Jensen served as the executive vice president, chief financial officer, treasurer and assistant secretary of Fiserv, Inc., a public company engaged in data processing outsourcing, from July 1984 until June 2006. He was named senior executive vice president of Fiserv in 1986. Mr. Jensen was a director of Fiserv, Inc. from 1984 until 2007, of United Capital Financial Partners, Inc. from 2008 until 2013, and of Transfirst Group Holdings, Inc. from 2009 until 2014. Mr. Jensen holds a Bachelor's degree from Princeton University in Economics, an MBA from the University of Chicago in Accounting, Economics and Finance and a Ph.D. from the University of Chicago in Accounting, Economics and Finance. Mr. Jensen possesses strong academic credentials and has extensive leadership experience both as a public company director and in multiple senior officer roles at a public company operating in the data industry. Mr. Jensen also has banking industry and information technology experience and significant expertise in accounting and finance. Collectively these skills and experiences enhance the board's ability to successfully oversee the company's assessment and management of risk, and the board believes Mr. Jensen is well-qualified for re-election as a director.
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Robert A. Minicucci /
Chair of the Board • Compensation Committee • Executive Committee • Nominating & Corporate Governance Committee • Age: 65
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Mr. Minicucci, chair of the board, has served as a director since August 1996. Mr. Minicucci joined Welsh, Carson, Anderson & Stowe, or WCAS, in August 1993, served as a general partner of WCAS and continues to serve as a general partner for certain of the WCAS limited partnerships. Before joining WCAS, he served as senior vice president and chief financial officer of First Data Corporation from December 1991 to August 1993. Prior to joining First Data Corporation, Mr. Minicucci was treasurer and senior vice president of American Express Company. Mr. Minicucci was a director of Paycom Software, Inc. from 2007 until 2016, serving as its chairman from 2013 until 2016, and of Retalix Ltd. from 2009 until 2013. Mr. Minicucci is currently the chairman of the board of directors of Amdocs Limited. Mr. Minicucci holds a Bachelor's degree from Amherst College and an MBA from Harvard Business School. Mr. Minicucci's qualifications include data industry, information technology and global operations experience, service on public company boards, financial expertise and demonstrated executive leadership at companies operating in the data and credit card industries. In addition, Mr. Minicucci has extensive, first-hand knowledge and understanding of our company gained from serving as a founding member of our board. Our board
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of directors believes Mr. Minicucci's strong leadership and unique insight strengthen the board and make him well-qualified for re-election as a director.
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Timothy J. Theriault /
Audit Committee • Nominating & Corporate Governance Committee • Age: 57
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Mr. Theriault has served as a director since October 2016. Mr. Theriault served as an advisor to the chief executive officer of Walgreens Boots Alliance, Inc. from June 2015 until November 2016. Prior to that, he served as executive vice president and global chief information officer of Walgreens Boots Alliance, Inc. from July 2014 to June 2015. He served in senior leadership positions with increasing responsibility at Walgreen Co. from October 2009 to July 2014, including as senior vice president and chief information, innovation and improvement officer. Prior to that, Mr. Theriault was employed by Northern Trust Corporation, where he served in various executive and management positions with increasing responsibility in the area of information technology from May 1991 to October 2009 and July 1982 to October 1989. Mr. Theriault served as director of end user computing and advanced technologies for S. C. Johnson & Son, Inc., from October 1989 to May 1991. He currently serves as a director of Vitamin Shoppe, Inc. Mr. Theriault holds a Bachelor's degree from Illinois State University and completed the Harvard Business School advanced management program. Mr. Theriault brings significant expertise in information technology to our board. Together with his financial sophistication, banking and global business and operations experience gained as a senior executive in the financial services, health care and retail industries, Mr. Theriault's expertise and experience broaden the board's skill set and enhance its ability to understand and oversee risk, including those associated with information technology, cyber-security and bank regulatory matters. The board believes Mr. Theriault is well-qualified for re-election as a director.
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Laurie A. Tucker /
Nominating & Corporate Governance Committee (Chair) • Age: 61
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Ms. Tucker has served as a director since June 2015. Ms. Tucker has served as the founder and chief strategy officer for marketing consultancy firm, Calade Partners LLC since January 2014. Ms. Tucker served as the senior vice president-corporate marketing of FedEx Services, Inc., a subsidiary of FedEx Corporation, a public company engaged in transportation, e-commerce and business services, from 2000 to 2013 and was employed by FedEx in various capacities of increasing experience and responsibilities since 1978. Ms. Tucker was a director of Iron Mountain Incorporated from 2007 until 2014. Ms. Tucker holds a Bachelor's degree and an MBA from the University of Memphis. Ms. Tucker's qualifications include financial expertise, global operations experience and strong leadership skills developed as a public company board member and as a senior executive serving in various roles at a large multinational public company. These credentials, together with her expertise and experience in e-commerce, technology, customer service and corporate marketing, add significant value to the board and make Ms. Tucker a well-qualified candidate for re-election as a director.
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Edward J. Heffernan /
President • Chief Executive Officer • Director • Executive Committee • Age: 55
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Mr. Heffernan's biographic information appears under Proposal One: Election of Directors in this proxy statement.
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Charles L. Horn /
Executive Vice President • Chief Financial Officer • Age: 57
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Mr. Horn, executive vice president and chief financial officer, joined us in December 2009. From 1999 to November 2009, he served as senior vice president and chief financial officer for Builders Firstsource, Inc. From 1994 to 1999, he served as vice president, finance and treasury, for the retail operations of Pier 1 Imports, Inc. and as executive vice president and chief financial officer of Conquest Industries from 1992 to 1994. Mr. Horn served as a director and the chair of the audit committee of Moody National REIT I, Inc. from 2012 until 2017 when it was acquired by Moody National REIT II, Inc. where Mr. Horn is currently a director and the chair of the audit committee. Mr. Horn holds a Bachelor's degree in business administration from Abilene Christian University and an MBA from the University of Texas at Austin. Mr. Horn is a Certified Public Accountant in the state of Texas.
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Bryan J. Kennedy /
Executive Vice President • President, Epsilon • Age: 49
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Mr. Kennedy, executive vice president and president, Epsilon, joined our wholly-owned subsidiary, Epsilon, in June 1996. Mr. Kennedy has served as president of Epsilon since January 2009 and of Conversant since December 2014. Prior to that, he served as chief operating officer for Epsilon since October 2001 along with various senior management and executive positions within Epsilon. Mr. Kennedy held senior management positions with Capstead Mortgage Corporation from June 1990 to August 1994. Mr. Kennedy holds a Bachelor's degree from Wheaton College and an MBA from Harvard Business School.
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Melisa A. Miller /
Executive Vice President • President, Card Services • Age: 59
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Ms. Miller, executive vice president and president, Card Services, joined us in February 2006 and assumed her current position in September 2011. Prior to assuming her current position, she served as senior vice president, chief client officer. Before joining us, Ms. Miller held a similar role with Experian, and prior to that she held several positions with Experian where she gained increasing responsibility in sales and client services roles during her 22 years of service.
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Joseph L. Motes III /
Senior Vice President • General Counsel • Secretary • Age: 56
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Mr. Motes, senior vice president, general counsel and secretary, joined us in July 2015. Before joining us, Mr. Motes was with Akin, Gump, Strauss, Hauer & Feld, LLP for nearly 20 years, and was the partner and lead relationship manager for Alliance Data. Mr. Motes holds a Bachelor's degree in geology from Trinity University and a J.D. from Southern Methodist University Dedman School of Law, where he served as editor-in-chief of the SMU Law Review.
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Bryan A. Pearson /
Executive Vice President • President, LoyaltyOne • Age: 54
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Mr. Pearson, executive vice president and president, LoyaltyOne, joined our wholly-owned subsidiary, LoyaltyOne, Co., in November 1992 and assumed his current position in 2006. Mr. Pearson served as president for the AIR MILES® Reward Program from March 1999 until October 2006 and from January 2015 until September 2017, and prior to becoming president, he held various senior management and executive positions within the AIR MILES Reward Program. Mr. Pearson held management positions with Alias Research Inc. from June 1991 until October 1992. Prior to that, he worked in brand marketing at Quaker Oats Company of Canada from July 1988 until June 1991. Mr. Pearson holds a BScH degree and an MBA from Queen's University.
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Laura Santillan /
Senior Vice President • Chief Accounting Officer • Age: 46
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Ms. Santillan, senior vice president and chief accounting officer, joined us in February 2004 and assumed her current position in February 2010. Ms. Santillan has served in various capacities of increasing responsibility, most recently as vice president, finance since October 2007 and senior vice president, finance since December 2009. Before joining the company, she served as senior manager of reporting for Dresser, Inc. from February 2002 to February 2004 and director of financial reporting for Wyndham International, Inc. from 1997 to 2002. Prior to that, she was with Ernst & Young LLP from 1993 to 1997. Ms. Santillan holds a Bachelor's degree from Southern Methodist University and is a Certified Public Accountant in the state of Texas.
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What We Do
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What We Don't Do
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Performance-Based Pay.
We emphasize pay for performance. For 2017, an average of 84.4% of the principal compensation components for our NEOs (89.3% for our chief executive officer) was tied to performance.
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×
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No Pledging.
Our non-employee directors and executive officers are prohibited from holding company securities in a margin account or otherwise pledging company securities as collateral for a loan.
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Independent Compensation Committee.
Each member of our compensation committee meets the independence requirements under SEC rules and NYSE listing standards.
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No Hedging.
Our non-employee directors, executive officers and associates are prohibited from engaging in hedging transactions with respect to our securities.
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Independent Compensation Consultant.
The compensation committee engages an independent compensation consultant.
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No Excessive Perquisites.
We provide only limited perquisites to our executive officers.
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Clawback Provisions.
Our equity incentive plans include clawback provisions that allow us to "clawback" executive incentive compensation in certain circumstances.
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×
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No Speculative Trading.
Our non-employee directors and executive officers are prohibited from trading in puts or calls or engaging in short sales with respect to our securities.
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|
Double-Trigger Change in Control.
We use double trigger acceleration provisions upon a change in control in our equity incentive plans and in the change in control severance protection agreement with our chief executive officer.
|
×
|
No Tax Gross-Up Provisions.
We have no excise tax gross-up arrangements with any of our executive officers or associates and we have a policy prohibiting entry into such arrangements in the future.
|
√
|
Significant Stock Ownership.
Our non-employee directors and executive officers have significant stock ownership requirements.
|
×
|
No Employment Agreements.
We do not have employment agreements with our executive officers.
|
√
|
Balanced Compensation Structure.
We utilize a balanced approach to compensation, which combines fixed and variable, short-term and long-term, and cash and equity components.
|
×
|
No Excessive Risk-Taking.
We regularly review our compensation program to ensure that the program does not promote unnecessary or excessive risk-taking.
|
Name
|
Title
|
Edward J. Heffernan
|
President and Chief Executive Officer
|
Charles L. Horn
|
Executive Vice President and Chief Financial Officer
|
Bryan J. Kennedy
|
Executive Vice President and President, Epsilon
|
Melisa A. Miller
|
Executive Vice President and President, Card Services
|
Bryan A. Pearson
|
Executive Vice President and President, LoyaltyOne
|
·
|
a balance of both short- and long-term performance-based incentive compensation;
|
·
|
a balance within equity incentive compensation of both time-based restricted stock units and performance-based restricted stock units, some of which may also be subject to further time-based vesting restrictions;
|
·
|
the use of multiple performance metrics in incentive compensation, including the use of both consolidated and segment-specific performance measures;
|
·
|
the definition of performance metrics at the beginning of the performance period;
|
·
|
inclusion of maximum payout limitations under our 2015 Omnibus Incentive Plan;
|
·
|
stock ownership guidelines applicable to certain key executives;
|
·
|
standardized equity grant and forfeiture procedures;
|
·
|
ability of the compensation committee to apply negative discretion in determining payouts for incentive compensation; and
|
·
|
clawback provisions contained in various executive compensation plans and agreements.
|
Name
|
Stock Ownership Guideline
|
Stock Ownership Position(1)
|
Edward J. Heffernan
|
6 times base salary
|
38 times base salary
|
Charles L. Horn
|
3 times base salary
|
6 times base salary
|
Bryan J. Kennedy
|
3 times base salary
|
39 times base salary
|
Melisa A. Miller
|
3 times base salary
|
6 times base salary
|
Bryan A. Pearson
|
3 times base salary
|
41 times base salary
|
Bruce K. Anderson
|
5 times retainer
|
2,713 times retainer
|
Roger H. Ballou
|
5 times retainer
|
27 times retainer
|
Kelly J. Barlow(2)
|
5 times retainer
|
2 times retainer
|
D. Keith Cobb
|
5 times retainer
|
22 times retainer
|
E. Linn Draper, Jr., Ph.D.
|
5 times retainer
|
65 times retainer
|
Kenneth R. Jensen
|
5 times retainer
|
208 times retainer
|
Robert A. Minicucci
|
5 times retainer
|
149 times retainer
|
Timothy J. Theriault(3)
|
5 times retainer
|
3 times retainer
|
Laurie A. Tucker(4)
|
5 times retainer
|
8 times retainer
|
(1) |
The share price used for ownership calculations is calibrated periodically under our stock ownership guidelines. The 12-month average fair market value of our common stock as of December 29, 2017, the last date on which we calibrated the stock price used to determine the retained value required by the stock ownership guidelines, was $237.69 and is the basis for the stock ownership positions shown in this table.
|
(2) |
Mr. Barlow joined the board of directors in June 2017 and has until January 1, 2023 to meet the required investment position.
|
(3) |
Mr. Theriault joined the board of directors in October 2016 and has until January 1, 2022 to meet the required investment position.
|
(4) |
Ms. Tucker joined the board of directors in June 2015 and has until January 1, 2021 to meet the required investment position.
|
Company Name
|
Symbol
|
Market Cap ($B)
|
Market Cap Date
|
Fiscal 2017 Revenue ($M)
|
WPP plc
|
WPP.L
|
24.5
|
2/21/2018
|
20,608
|
Omnicom Group Inc.
|
OMC
|
17.7
|
2/21/2018
|
15,274
|
Synchrony Financial
|
SYF
|
28.6
|
2/21/2018
|
15,016
|
MasterCard Incorporated
|
MA
|
181.2
|
2/21/2018
|
12,497
|
Discover Financial Services
|
DFS
|
27.9
|
2/21/2018
|
9,897
|
Fidelity National Information Services, Inc.
|
FIS
|
32.4
|
2/21/2018
|
9,123
|
The Interpublic Group of Companies, Inc.
|
IPG
|
9.5
|
2/21/2018
|
7,882
|
Alliance Data Systems Corporation
|
ADS
|
13.2
|
2/21/2018
|
7,719
|
Nielsen N.V.
|
NLSN
|
11.6
|
2/21/2018
|
6,572
|
Fiserv, Inc.
|
FISV
|
29.1
|
2/21/2018
|
5,696
|
Total System Services, Inc.
|
TSS
|
15.9
|
2/21/2018
|
4,928
|
Experian plc
|
EXPN.L
|
20.2
|
2/21/2018
|
4,335
|
Worldpay, Inc.*
|
WP
|
23.8
|
2/21/2018
|
4,026
|
Global Payments Inc.
|
GPN
|
17.9
|
2/21/2018
|
3,975
|
Equifax Inc.
|
EFX
|
13.7
|
2/21/2018
|
3,362
|
CDK Global, Inc.
|
CDK
|
9.4
|
2/21/2018
|
2,220
|
The Dun & Bradstreet Corporation
|
DNB
|
4.4
|
2/21/2018
|
1,743
|
* |
On July 5, 2017, Vantiv, Inc (NYSE: VNTV) announced its acquisition of Worldpay Group plc (LSE: WPG). The acquisition was completed on January 16, 2018 and the combined company is now known as Worldpay, Inc (NYSE: WP, LSE: WPY). The market capitalization at February 21, 2018 represents that for the combined entities, and the fiscal year 2017 revenue represents that solely for Vantiv, Inc.
|
Components
|
Target Performance
|
Weighting
|
Performance
|
Achievement
Level
|
Payout
Level
|
Weighted
Payout Level
|
||
Consolidated EBT
|
$
|
1,114,000,000
|
67.0%
|
$
|
1,093,100,000
|
98.1%
|
69.7%
|
46.7%
|
Consolidated Revenue
|
$
|
7,670,000,000
|
33.0%
|
$
|
7,719,400,000
|
100.6%
|
103.2%
|
34.1%
|
Total:
|
100.0%
|
80.8%
|
Components
|
Target Performance
|
Weighting
|
Performance
|
Achievement
Level
|
Payout
Level
|
Weighted
Payout Level
|
||
Consolidated EBT
|
$
|
1,114,000,000
|
20.0%
|
$
|
1,093,100,000
|
98.1%
|
69.7%
|
13.9%
|
Card Services Revenue
|
$
|
4,023,000,000
|
20.0%
|
$
|
4,170,600,000
|
103.7%
|
118.4%
|
23.7%
|
Card Services EBT
|
$
|
1,171,000,000
|
60.0%
|
$
|
1,235,650,000
|
105.5%
|
127.6%
|
76.6%
|
Total:
|
100.0%
|
114.2%
|
Components
|
Target Performance
|
Weighting
|
Performance
|
Achievement
Level
|
Payout
Level
|
Weighted
Payout Level
|
||
Consolidated EBT
|
$
|
1,114,000,000
|
20.0%
|
$
|
1,093,100,000
|
98.1%
|
69.7%
|
13.9%
|
Epsilon Revenue
|
$
|
2,230,000,000
|
20.0%
|
$
|
2,272,100,000
|
101.9%
|
109.5%
|
21.9%
|
Epsilon EBT
|
$
|
149,000,000
|
60.0%
|
$
|
134,250,000
|
90.1%
|
30.7%
|
18.4%
|
Total:
|
100.0%
|
54.3%
|
Components
|
Target Performance
|
Weighting
|
Performance
|
Achievement
Level
|
Payout
Level
|
Weighted
Payout Level
|
||
Consolidated EBT
|
$
|
1,114,000,000
|
20.0%
|
$
|
1,093,100,000
|
98.1%
|
69.7%
|
13.9%
|
LoyaltyOne Revenue
|
$
|
1,447,000,000
|
20.0%
|
$
|
1,303,530,000
|
90.1%
|
–%
|
–%
|
LoyaltyOne EBT
|
$
|
205,000,000
|
60.0%
|
$
|
161,630,000
|
78.8%
|
–%
|
–%
|
Total:
|
100.0%
|
13.9%
|
Target Non-Equity
Incentive Plan Compensation
|
Weighted Payout
|
Achieved Non-Equity
Incentive Plan Compensation
|
|||
Edward J. Heffernan
|
$
|
1,725,000
|
80.8%
|
$
|
1,393,800
|
Charles L. Horn
|
$
|
645,800
|
80.8%
|
$
|
521,806
|
Bryan J. Kennedy
|
$
|
620,600
|
54.3%
|
$
|
336,986
|
Melisa A. Miller
|
$
|
620,600
|
114.2%
|
$
|
708,725
|
Bryan A. Pearson(1)
|
$
|
636,540
|
13.9%
|
$
|
88,479
|
(1) |
Amounts for Mr. Pearson are shown in Canadian Dollars; in the Summary Compensation Table and the Grants of Plan-Based Awards Table, this amount was converted to U.S. Dollars using the prevailing exchange rate as of the last business day of 2017 of 0.7950 U.S. Dollars per Canadian Dollar.
|
Name
|
Performance-Based Restricted Stock Units
|
Time-Based
Restricted Stock Units
|
Total Equity Value
(on Grant Date)
|
Edward J. Heffernan
|
28,274
|
5,578
|
$7,805,256
|
Charles L. Horn
|
8,074
|
1,593
|
$2,228,920
|
Bryan J. Kennedy
|
9,812
|
1,926
|
$2,706,431
|
Melisa A. Miller
|
9,982
|
1,969
|
$2,755,542
|
Bryan A. Pearson
|
10,142
|
1,992
|
$2,797,736
|
·
|
up to 50% of eligible compensation on a pre‑tax basis;
|
·
|
any pre-tax 401(k) contributions that would otherwise be returned because of reaching the statutory limit under IRC Section 415; and
|
·
|
any retirement savings plan contributions for compensation in excess of the statutory limits.
|
Name and
Principal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)(2)
|
Stock
Awards
($)(3)
|
Option Awards
($)
|
Non-Equity Incentive
Plan
Compensation
($)(4)(5)
|
Change in
Pension
Value and Nonqualified Deferred Compensation Earnings
($)(6)
|
All Other Compensation
($)(7)
|
Total
($)
|
||||||||||
Edward J. Heffernan
President and Chief Executive Officer
|
2017
|
1,150,000
|
–
|
7,805,256
|
–
|
1,393,800
|
500,246
|
33,511
|
10,882,813
|
||||||||||
2016
|
1,114,000
|
–
|
4,711,624
|
–
|
1,617,528
|
361,308
|
35,957
|
7,840,417
|
|||||||||||
2015
|
1,114,000
|
167,100
|
5,420,550
|
–
|
1,691,052
|
280,251
|
59,021
|
8,731,974
|
|||||||||||
Charles L. Horn
Executive Vice President and Chief Financial Officer
|
2017
|
645,800
|
–
|
2,228,920
|
–
|
521,806
|
29,984
|
30,480
|
3,456,990
|
||||||||||
2016
|
627,000
|
–
|
1,344,303
|
–
|
606,936
|
23,646
|
30,091
|
2,631,976
|
|||||||||||
2015
|
609,000
|
60,900
|
1,557,296
|
–
|
616,308
|
19,670
|
52,236
|
2,915,410
|
|||||||||||
Bryan J. Kennedy
Executive Vice President and President, Epsilon
|
2017
|
620,600
|
437,523
|
2,706,431
|
–
|
336,986
|
81,045
|
33,842
|
4,216,427
|
||||||||||
2016
|
602,500
|
–
|
1,659,099
|
–
|
196,415
|
52,838
|
34,785
|
2,545,637
|
|||||||||||
2015
|
585,000
|
41,550
|
1,983,925
|
–
|
524,745
|
32,198
|
54,642
|
3,222,060
|
|||||||||||
Melisa A. Miller
Executive Vice President and President, Card Services
|
2017
|
620,600
|
–
|
2,755,542
|
–
|
708,725
|
121,935
|
36,609
|
4,243,411
|
||||||||||
2016
|
602,500
|
–
|
1,663,036
|
–
|
644,073
|
86,182
|
28,343
|
3,024,134
|
|||||||||||
2015
|
585,000
|
79,560
|
1,884,729
|
–
|
620,100
|
57,880
|
43,863
|
3,271,132
|
|||||||||||
Bryan A. Pearson(8)
Executive Vice President and President, LoyaltyOne
|
2017
|
505,766
|
–
|
2,797,736
|
–
|
70,341
|
45,839
|
(9)
|
121,637
|
3,541,319
|
|||||||||
2016
|
459,895
|
–
|
1,716,096
|
–
|
377,714
|
33,698
|
157,808
|
2,745,211
|
|||||||||||
2015
|
433,500
|
177,735
|
2,083,122
|
–
|
245,795
|
11,158
|
182,857
|
3,134,167
|
(1) |
This column includes amounts deferred pursuant to the Executive Deferred Compensation Plan. See "Fiscal Year 2017 Nonqualified Deferred Compensation" table for additional information. In 2017, $386,577 was deferred by Mr. Heffernan and $121,488 was deferred by Mr. Kennedy; in 2016, $423,320 was deferred by Mr. Heffernan, $18,810 was deferred by Mr. Horn and $205,215 was deferred by Mr. Kennedy; and in 2015, $389,900 was deferred by Mr. Heffernan, $30,450 was deferred by Mr. Horn and $193,050 was deferred by Mr. Kennedy.
|
(2) |
Amounts in this column represent discretionary payments under our non-equity incentive plan to the executive officers by the compensation committee, and with regard to the chief executive officer, by the board of directors.
|
(3) |
Amounts in this column reflect the dollar amount, without any reduction for risk of forfeiture, of the estimate of the aggregate compensation cost to be recognized over the service period as of the grant date under Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 718, which for 2017 represents the closing market price of our common stock of $230.57 per share on the grant date of February 15, 2017. These amounts may not correspond to the actual value that will be realized by the NEOs. To see the value of awards made to the NEOs in 2017, see the Fiscal Year 2017 Grants of Plan Based Awards table below. Awards included in the Stock Awards and Option Awards columns were granted pursuant to the 2015 Omnibus Incentive Plan. Additional details are included above under the caption "Long-Term Equity Incentive Compensation."
|
(4) |
This column includes amounts deferred pursuant to the Executive Deferred Compensation Plan, which amounts are not paid or deferred until February of the following year. In 2018, $529,644 was deferred by Mr. Heffernan, $271,078 was deferred by Mr. Kennedy and $354,363 was deferred by Ms. Miller; in 2017, $614,661 was deferred by Mr. Heffernan, $98,208 was deferred by Mr. Kennedy and $322,037 was deferred by Ms. Miller; and in 2016, $650,353 was deferred by Mr. Heffernan, $186,877 was deferred by Mr. Kennedy and $349,830 was deferred by Ms. Miller.
|
(5) |
Amounts in this column reflect the amounts earned and paid to each NEO in February 2018, 2017 and 2016 for 2017, 2016 and 2015 performance, respectively, under the 2015 Omnibus Incentive Plan for 2016 and 2017 and the 2010 Omnibus Incentive Plan for 2015. For the 2017 performance year, these amounts are the actual amounts earned under the awards described in the Fiscal Year 2017 Grants of Plan-Based Awards table below. These payout amounts were computed in accordance with the pre-determined formula for the calculation of performance-based non-equity incentive compensation and the applicable weightings as set forth above in the Compensation Discussion and Analysis.
|
(6) |
Amounts in this column consist entirely of above-market earnings on compensation deferred pursuant to the Executive Deferred Compensation Plan, as described below following the Fiscal Year 2017 Nonqualified Deferred Compensation table. Above-market earnings represent the difference between market interest rates determined pursuant to SEC rules and the 7.75% annual interest rate credited by the company on account balances during 2017.
|
(7) |
See the All Other Compensation table below for further information regarding amounts included in this column.
|
(8) |
Amounts included for Mr. Pearson are shown in U.S. Dollars but were paid to Mr. Pearson in Canadian Dollars. To convert the amounts paid to U.S. Dollars, we used the prevailing exchange rate as of the last business day of the applicable year (for 2017 amounts, an exchange rate of 0.7950 U.S. Dollars per Canadian Dollar; for 2016 amounts, an exchange rate of 0.7445 U.S. Dollars per Canadian Dollar; and for 2015 amounts, an exchange rate of 0.7225 U.S. Dollars per Canadian Dollar).
|
(9) |
This amount represents the deemed investment earnings (losses) credited to Mr. Pearson pursuant to the terms of the Canadian Supplemental Executive Retirement Plan.
|
Name
|
Year
|
Registrant Contributions to 401(k) or Other Retirement Savings Plans
($)
|
Registrant Contributions to Deferred Compensation Plans
($)
|
Life Insurance Premiums
($)
|
Medical and Dental
Insurance Premiums
($)
|
Disability Insurance Premiums
($)
|
Other
($)
|
Perquisites
and Personal Benefits
($)
|
|||||||||||||
Edward J. Heffernan
|
2017
|
13,500
|
–
|
59
|
14,775
|
406
|
–
|
4,770
|
(1)
|
||||||||||||
2016
|
13,250
|
–
|
59
|
14,703
|
331
|
–
|
7,614
|
||||||||||||||
2015
|
17,280
|
20,000
|
59
|
13,826
|
331
|
–
|
7,525
|
||||||||||||||
Charles L. Horn
|
2017
|
13,500
|
–
|
59
|
14,775
|
406
|
–
|
1,740
|
(2)
|
||||||||||||
2016
|
13,250
|
–
|
59
|
14,703
|
331
|
–
|
1,748
|
||||||||||||||
2015
|
17,280
|
18,992
|
59
|
13,826
|
331
|
–
|
1,748
|
||||||||||||||
Bryan J. Kennedy
|
2017
|
13,500
|
–
|
59
|
17,177
|
406
|
–
|
2,700
|
(3)
|
||||||||||||
2016
|
13,250
|
–
|
59
|
16,420
|
331
|
–
|
4,725
|
||||||||||||||
2015
|
17,280
|
12,480
|
59
|
15,873
|
331
|
–
|
8,619
|
||||||||||||||
Melisa A. Miller
|
2017
|
13,500
|
–
|
59
|
14,775
|
406
|
–
|
7,869
|
(4)
|
||||||||||||
2016
|
13,250
|
–
|
59
|
14,703
|
331
|
–
|
–
|
||||||||||||||
2015
|
17,280
|
12,367
|
59
|
13,826
|
331
|
–
|
–
|
||||||||||||||
Bryan A. Pearson(5)
|
2017
|
10,426
|
(6)
|
31,948
|
(7)
|
–
|
57,580
|
(8)
|
6,242
|
(9)
|
–
|
15,439
|
(10)
|
||||||||
2016
|
9,682
|
35,134
|
–
|
91,978
|
5,846
|
–
|
15,168
|
||||||||||||||
2015
|
9,165
|
35,161
|
–
|
117,566
|
5,673
|
–
|
15,292
|
(1) |
This amount represents $4,770 in supplemental life insurance premiums.
|
(2) |
This amount represents $1,740 in supplemental life insurance premiums.
|
(3) |
This amount represents $2,700 for personal use of a country club membership.
|
(4) |
This amount represents $7,869 in supplemental life insurance premiums.
|
(5) |
Amounts included for Mr. Pearson are shown in U.S. Dollars but were paid to Mr. Pearson in Canadian Dollars. To convert the amounts paid to U.S. Dollars, we used the prevailing exchange rate as of the last business day of the applicable year (for 2017 amounts, an exchange rate of 0.7950 U.S. Dollars per Canadian Dollar; for 2016 amounts, an exchange rate of 0.7445 U.S. Dollars per Canadian Dollar; and for 2015 amounts, an exchange rate of 0.7225 U.S. Dollars per Canadian Dollar).
|
(6) |
This amount represents the company's contributions to Mr. Pearson's account pursuant to the DPSP.
|
(7) |
This amount represents the company's contributions to Mr. Pearson's account pursuant to the Canadian Supplemental Executive Retirement Plan.
|
(8) |
This amount includes medical, dental and wellness insurance premiums and $51,573 in required employer health tax, and a wellness program for emergency medical assistance outside of Canada.
|
(9) |
This amount includes both short-term and long-term disability insurance premiums.
|
(10) |
This amount includes $7,184 in supplemental life insurance premiums, $1,960 in long-term illness premiums, $2,059 in company subsidized parking, and $4,237 personal use of a country club membership. Each of these items was either reimbursed directly to Mr. Pearson or directly paid on behalf of Mr. Pearson.
|
Name
|
Grant
Date
|
Estimated Future
Payouts Under Non-
Equity Incentive Plan
Awards(1)
|
Estimated Future
Payouts Under Equity
Incentive Plan
Awards(2)
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(2)
|
All Other Option Awards: Number
of Securities Underlying Options
(#)
|
Exercise or
Base
Price
of
Option
Awards
($/Sh)
|
Full Grant Date Fair Value of Equity Awards Granted in 2016
($)
|
|||||||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||||||||||
Edward J. Heffernan
|
2/15/17
|
5,578
|
(3)
|
1,286,119
|
||||||||||||||||||||
Edward J. Heffernan
|
2/15/17
|
–
|
11,155
|
(4)
|
16,733
|
2,572,008
|
||||||||||||||||||
Edward J. Heffernan
|
2/15/17
|
–
|
11,155
|
(5)
|
19,521
|
2,572,008
|
||||||||||||||||||
Edward J. Heffernan
|
2/15/17
|
–
|
5,964
|
(6)
|
8,946
|
1,375,119
|
||||||||||||||||||
Edward J. Heffernan
|
–
|
1,725,000
|
3,450,000
|
|||||||||||||||||||||
Charles L. Horn
|
2/15/17
|
1,593
|
(7)
|
367,298
|
||||||||||||||||||||
Charles L. Horn
|
2/15/17
|
–
|
3,186
|
(8)
|
4,779
|
734,596
|
||||||||||||||||||
Charles L. Horn
|
2/15/17
|
–
|
3,186
|
(9)
|
5,576
|
734,596
|
||||||||||||||||||
Charles L. Horn
|
2/15/17
|
–
|
1,702
|
(10)
|
2,553
|
392,430
|
||||||||||||||||||
Charles L. Horn
|
–
|
645,800
|
1,291,600
|
|||||||||||||||||||||
Bryan J. Kennedy
|
2/15/17
|
1,926
|
(11)
|
444,078
|
||||||||||||||||||||
Bryan J. Kennedy
|
2/15/17
|
–
|
3,855
|
(12)
|
5,783
|
888,847
|
||||||||||||||||||
Bryan J. Kennedy
|
2/15/17
|
–
|
3,855
|
(13)
|
6,746
|
888,847
|
||||||||||||||||||
Bryan J. Kennedy
|
2/15/17
|
–
|
2,102
|
(14)
|
3,153
|
484,658
|
||||||||||||||||||
Bryan J. Kennedy
|
–
|
620,600
|
1,241,200
|
|||||||||||||||||||||
Melisa A. Miller
|
2/15/17
|
1,969
|
(15)
|
453,992
|
||||||||||||||||||||
Melisa A. Miller
|
2/15/17
|
–
|
3,938
|
(16)
|
5,907
|
907,985
|
||||||||||||||||||
Melisa A. Miller
|
2/15/17
|
–
|
3,938
|
(17)
|
6,892
|
907,985
|
||||||||||||||||||
Melisa A. Miller
|
2/15/17
|
–
|
2,106
|
(18)
|
3,159
|
485,580
|
||||||||||||||||||
Melisa A. Miller
|
–
|
620,600
|
1,241,200
|
|||||||||||||||||||||
Bryan A. Pearson
|
2/15/17
|
1,992
|
(19)
|
459,295
|
||||||||||||||||||||
Bryan A. Pearson
|
2/15/17
|
–
|
3,985
|
(20)
|
5,978
|
918,821
|
||||||||||||||||||
Bryan A. Pearson
|
2/15/17
|
–
|
3,985
|
(21)
|
6,974
|
918,821
|
||||||||||||||||||
Bryan A. Pearson
|
2/15/17
|
–
|
2,172
|
(22)
|
3,258
|
500,798
|
||||||||||||||||||
Bryan A. Pearson(23)
|
–
|
506,049
|
1,012,099
|
(1) |
Awards shown in this column were granted pursuant to the 2015 Omnibus Incentive Plan. Actual payout amounts of these awards have already been determined and were paid in February 2018, and are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above.
|
(2) |
Full grant date fair value of equity awards granted in 2017 is computed in accordance with FASB ASC 718 and reflects the total amount of the award to be spread over the applicable vesting period. The amount recognized for financial reporting purposes under FASB ASC 718 of the target awards granted is included in the Stock Awards and Option Awards columns of the Summary Compensation Table above.
|
(3) |
The award is for 5,578 shares of common stock represented by time-based restricted stock units. The restrictions lapsed on 1,840 units on 2/15/18 and will lapse on 1,841 units on 2/15/19 and on 1,897 units on 2/18/20.
|
(4) |
The award is for 11,155 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the EBT performance metric for 2017 at the time of vesting. On 2/15/18, 69.7% of the original award of 11,155 performance-based restricted stock units granted on 2/15/17, or 7,776 units, were earned and the restrictions on 2,566 units lapsed. The restrictions will lapse on 2,566 units on 2/15/19 and on 2,644 units on 2/18/20.
|
(5) |
The award is for 11,155 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(6) |
The award is for 5,964 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the core EPS performance metric for 2017 at the time of vesting. On 2/15/18, 150% of the original award of 5,964 performance-based restricted stock units granted on 2/15/17, or 8,946 units, were earned and the restrictions on 4,473 units lapsed. The restrictions will lapse on 4,473 units on 2/15/19.
|
(7) |
The award is for 1,593 shares of common stock represented by time-based restricted stock units. The restrictions lapsed on 525 units on 2/15/18 and will lapse on 526 units on 2/15/19 and on 542 units on 2/18/20.
|
(8) |
The award is for 3,186 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the EBT performance metric for 2017 at the time of vesting. On 2/15/18, 69.7% of the original award of 3,186 performance-based restricted stock units granted on 2/15/17, or 2,221 units, were earned and the restrictions on 733 units lapsed. The restrictions will lapse on 733 units on 2/15/19 and on 755 units on 2/18/20.
|
(9) |
The award is for 3,186 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(10) |
The award is for 1,702 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the core EPS performance metric for 2017 at the time of vesting. On 2/15/18, 150% of the original award of 1,702 performance-based restricted stock units granted on 2/15/17, or 2,553 units, were earned and the restrictions on 1,277 units lapsed. The restrictions will lapse on 1,276 units on 2/15/19.
|
(11) |
The award is for 1,926 shares of common stock represented by time-based restricted stock units. The restrictions lapsed on 635 units on 2/15/18 and will lapse on 636 units on 2/15/19 and on 655 units on 2/18/20.
|
(12) |
The award is for 3,855 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the EBT performance metric for 2017 at the time of vesting. On 2/15/18, 69.7% of the original award of 3,855 performance-based restricted stock units granted on 2/15/17, or 2,687 units, were earned and the restrictions on 887 units lapsed. The restrictions will lapse on 887 units on 2/15/19 and on 913 units on 2/18/20.
|
(13) |
The award is for 3,855 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(14) |
The award is for 2,102 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the core EPS performance metric for 2017 at the time of vesting. On 2/15/18, 150% of the original award of 2,102 performance-based restricted stock units granted on 2/15/17, or 3,153 units, were earned and the restrictions on 1,577 units lapsed. The restrictions will lapse on 1,576 units on 2/15/19.
|
(15) |
The award is for 1,969 shares of common stock represented by time-based restricted stock units. The restrictions lapsed on 649 units on 2/15/18 and will lapse on 650 units on 2/15/19 and on 670 units on 2/18/20.
|
(16) |
The award is for 3,938 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the EBT performance metric for 2017 at the time of vesting. On 2/15/18, 69.7% of the original award of 3,938 performance-based restricted stock units granted on 2/15/17, or 2,745 units, were earned and the restrictions on 906 units lapsed. The restrictions will lapse on 907 units on 2/15/19 and on 932 units on 2/18/20.
|
(17) |
The award is for 3,938 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(18) |
The award is for 2,106 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the core EPS performance metric for 2017 at the time of vesting. On 2/15/18, 150% of the original award of 2,106 performance-based restricted stock units granted on 2/15/17, or 3,159 units, were earned and the restrictions on 1,580 units lapsed. The restrictions will lapse on 1,579 units on 2/15/19.
|
(19) |
The award is for 1,992 shares of common stock represented by time-based restricted stock units. The restrictions lapsed on 657 units on 2/15/18 and will lapse on 657 units on 2/15/19 and on 678 units on 2/18/20.
|
(20) |
The award is for 3,985 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the EBT performance metric for 2017 at the time of vesting. On 2/15/18, 69.7% of the original award of 3,985 performance-based restricted stock units granted on 2/15/17, or 2,778 units, were earned and the restrictions on 917 units lapsed. The restrictions will lapse on 917 units on 2/15/19 and on 944 units on 2/18/20.
|
(21) |
The award is for 3,985 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(22) |
The award is for 2,172 shares of common stock represented by performance-based restricted stock units, which could be adjusted up or down based on the core EPS performance metric for 2017 at the time of vesting. On 2/15/18, 150% of the original award of 2,172 performance-based restricted stock units granted on 2/15/17, or 3,258 units, were earned and the restrictions on 1,629 units lapsed. The restrictions will lapse on 1,629 units on 2/15/19.
|
(23) |
Amounts included for Mr. Pearson are shown in U.S. Dollars but were paid to Mr. Pearson in Canadian Dollars. We used an exchange rate of 0.7950 U.S. Dollars per Canadian Dollar, which was the prevailing exchange rate as of December 29, 2017, the last business day of the year, to convert the amounts paid to U.S. Dollars.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options -
Exercisable
(#)
|
Number of Securities Underlying Unexercised Options -
Unexercisable
(#)
|
Equity
Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number Of
Shares
or Units
of Stock
That Have
Not Vested
(#)
|
Market
Value of
Shares
or Units
of Stock
That Have
Not Vested
($)(1)
|
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
($)(1)
|
|||||||||||
Edward J. Heffernan
|
10,242
|
(2)
|
2,596,142
|
|||||||||||||||||
Edward J. Heffernan
|
5,188
|
(3)
|
1,315,054
|
|||||||||||||||||
Edward J. Heffernan
|
5,994
|
(4)
|
1,519,359
|
|||||||||||||||||
Edward J. Heffernan
|
11,155
|
(5)
|
2,827,569
|
|||||||||||||||||
Edward J. Heffernan
|
11,155
|
(6)
|
2,827,569
|
|||||||||||||||||
Edward J. Heffernan
|
5,964
|
(7)
|
1,511,755
|
|||||||||||||||||
Charles L. Horn
|
2,926
|
(8)
|
741,682
|
|||||||||||||||||
Charles L. Horn
|
1,491
|
(9)
|
377,939
|
|||||||||||||||||
Charles L. Horn
|
1,711
|
(10)
|
433,704
|
|||||||||||||||||
Charles L. Horn
|
3,186
|
(11)
|
807,587
|
|||||||||||||||||
Charles L. Horn
|
3,186
|
(12)
|
807,587
|
|||||||||||||||||
Charles L. Horn
|
1,702
|
(13)
|
431,423
|
|||||||||||||||||
Bryan J. Kennedy
|
3,586
|
(14)
|
908,979
|
|||||||||||||||||
Bryan J. Kennedy
|
1,899
|
(15)
|
481,359
|
|||||||||||||||||
Bryan J. Kennedy
|
2,111
|
(16)
|
535,096
|
|||||||||||||||||
Bryan J. Kennedy
|
3,855
|
(17)
|
977,165
|
|||||||||||||||||
Bryan J. Kennedy
|
3,855
|
(18)
|
977,165
|
|||||||||||||||||
Bryan J. Kennedy
|
2,102
|
(19)
|
532,815
|
|||||||||||||||||
Melisa A. Miller
|
3,608
|
(20)
|
914,556
|
|||||||||||||||||
Melisa A. Miller
|
1,804
|
(21)
|
457,278
|
|||||||||||||||||
Melisa A. Miller
|
2,116
|
(22)
|
536,364
|
|||||||||||||||||
Melisa A. Miller
|
3,938
|
(23)
|
998,204
|
|||||||||||||||||
Melisa A. Miller
|
3,938
|
(24)
|
998,204
|
|||||||||||||||||
Melisa A. Miller
|
2,106
|
(25)
|
533,829
|
|||||||||||||||||
Bryan A. Pearson
|
3,717
|
(26)
|
942,185
|
|||||||||||||||||
Bryan A. Pearson
|
1,994
|
(27)
|
505,439
|
|||||||||||||||||
Bryan A. Pearson
|
2,183
|
(28)
|
553,347
|
|||||||||||||||||
Bryan A. Pearson
|
3,985
|
(29)
|
1,010,118
|
|||||||||||||||||
Bryan A. Pearson
|
3,985
|
(30)
|
1,010,118
|
|||||||||||||||||
Bryan A. Pearson
|
2,172
|
(31)
|
550,559
|
(1) |
Market values of the restricted stock unit awards shown in this table are based on the closing market price of our common stock as of December 29, 2017, the last business day of the year, which was $253.48, and assumes the satisfaction of the applicable vesting conditions.
|
(2) |
Stock units subject to time-based restrictions. The restrictions subsequently lapsed on 1,840 units on 2/15/18, on 1,659 units on 2/16/18 and on 1,297 units on 2/20/18; the restrictions are scheduled to lapse on 1,841 units on 2/15/19, on 1,708 units on 2/19/19 and on 1,897 units on 2/18/20.
|
(3) |
Stock units subject to additional time-based restrictions. On 2/20/18, based on having met an EBT performance metric for 2015, the additional time-based restrictions subsequently lapsed on 5,188 units.
|
(4) |
Stock units subject to additional time-based restrictions. On 2/16/18, based on having met an EBT performance metric for 2016, the additional time-based restrictions subsequently lapsed on 2,953 units; the additional time-based restrictions are scheduled to lapse on 3,041 units on 2/19/19.
|
(5) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the EBT performance metric for 2017, 69.7% of the original
|
award of 11,155 performance-based restricted stock units granted on 2/15/17, or 7,776 units, were earned and the restrictions on 2,566 units lapsed. The restrictions will lapse on 2,566 units on 2/15/19 and on 2,644 units on 2/18/20.
|
(6) |
Stock units subject to performance-based restrictions, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(7) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the core EPS performance metric for 2017, 150% of the original award of 5,964 performance-based restricted stock units granted on 2/15/17, or 8,946 units, were earned and the restrictions on 4,473 units lapsed. The restrictions will lapse on 4,473 units on 2/15/19.
|
(8) |
Stock units subject to time-based restrictions. The restrictions subsequently lapsed on 525 units on 2/15/18, on 474 units on 2/16/18 and on 373 units on 2/20/18; the restrictions are scheduled to lapse on 526 units on 2/15/19, on 486 units on 2/19/19 and on 542 units on 2/18/20.
|
(9) |
Stock units subject to additional time-based restrictions. On 2/20/18, based on having met an EBT performance metric for 2015, the additional time-based restrictions subsequently lapsed on 1,491 units.
|
(10) |
Stock units subject to additional time-based restrictions. On 2/16/18, based on having met an EBT performance metric for 2016, the additional time-based restrictions subsequently lapsed on 843 units; the additional time-based restrictions are scheduled to lapse on 868 units on 2/19/19.
|
(11) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the EBT performance metric for 2017, 69.7% of the original award of 3,186 performance-based restricted stock units granted on 2/15/17, or 2,221 units, were earned and the restrictions on 733 units lapsed. The restrictions will lapse on 733 units on 2/15/19 and on 755 units on 2/18/20.
|
(12) |
Stock units subject to performance-based restrictions, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(13) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the core EPS performance metric for 2017, 150% of the original award of 1,702 performance-based restricted stock units granted on 2/15/17, or 2,553 units, were earned and the restrictions on 1,277 units lapsed. The restrictions will lapse on 1,276 units on 2/15/19.
|
(14) |
Stock units subject to time-based restrictions. The restrictions subsequently lapsed on 635 units on 2/15/18, on 584 units on 2/16/18 and on 475 units on 2/20/18; the restrictions are scheduled to lapse on 636 units on 2/15/19, on 601 units on 2/19/19 and on 655 units on 2/18/20.
|
(15) |
Stock units subject to additional time-based restrictions. On 2/20/18, based on having met an EBT performance metric for 2015, the additional time-based restrictions subsequently lapsed on 1,899 units.
|
(16) |
Stock units subject to additional time-based restrictions. On 2/16/18, based on having met an EBT performance metric for 2016, the additional time-based restrictions subsequently lapsed on 1,040 units; the additional time-based restrictions are scheduled to lapse on 1,071 units on 2/19/19.
|
(17) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the EBT performance metric for 2017, 69.7% of the original award of 3,855 performance-based restricted stock units granted on 2/15/17, or 2,687 units, were earned and the restrictions on 887 units lapsed. The restrictions will lapse on 887 units on 2/15/19 and on 913 units on 2/18/20.
|
(18) |
Stock units subject to performance-based restrictions, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(19) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the core EPS performance metric for 2017, 150% of the original award of 2,102 performance-based restricted stock units granted on 2/15/17, or 3,153 units, were earned and the restrictions on 1,577 units lapsed. The restrictions will lapse on 1,576 units on 2/15/19.
|
(20) |
Stock units subject to time-based restrictions. The restrictions subsequently lapsed on 649 units on 2/15/18, on 586 units on 2/16/18 and on 451 units on 2/20/18; the restrictions are scheduled to lapse on 650 units on 2/15/19, on 602 units on 2/19/19 and on 670 units on 2/18/20.
|
(21) |
Stock units subject to additional time-based restrictions. On 2/20/18, based on having met an EBT performance metric for 2015, the additional time-based restrictions subsequently lapsed on 1,804 units.
|
(22) |
Stock units subject to additional time-based restrictions. On 2/16/18, based on having met an EBT performance metric for 2016, the additional time-based restrictions subsequently lapsed on 1,043 units; the additional time-based restrictions are scheduled to lapse on 1,073 units on 2/19/19.
|
(23) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the EBT performance metric for 2017, 69.7% of the original award of 3,938 performance-based restricted stock units granted on 2/15/17, or 2,745 units, were earned and the restrictions on 906 units lapsed. The restrictions will lapse on 907 units on 2/15/19 and on 932 units on 2/18/20.
|
(24) |
Stock units subject to performance-based restrictions, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(25) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the core EPS performance metric for 2017, 150% of the original award of 2,106 performance-based restricted stock units granted on 2/15/17, or 3,159 units, were earned and the restrictions on 1,580 units lapsed. The restrictions will lapse on 1,579 units on 2/15/19.
|
(26) |
Stock units subject to time-based restrictions. The restrictions subsequently lapsed on 657 units on 2/15/18, on 604 units on 2/16/18 and on 499 units on 2/20/18; the restrictions are scheduled to lapse on 657 units on 2/15/19, on 622 units on 2/19/19 and on 678 units on 2/18/20.
|
(27) |
Stock units subject to additional time-based restrictions. On 2/20/18, based on having met an EBT performance metric for 2015, the additional time-based restrictions subsequently lapsed on 1,994 units.
|
(28) |
Stock units subject to additional time-based restrictions. On 2/16/18, based on having met an EBT performance metric for 2016, the additional time-based restrictions subsequently lapsed on 1,076 units; the additional time-based restrictions are scheduled to lapse on 1,107 units on 2/19/19.
|
(29) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the EBT performance metric for 2017, 69.7% of the original award of 3,985 performance-based restricted stock units granted on 2/15/17, or 2,778 units, were earned and the restrictions on 917 units lapsed. The restrictions will lapse on 917 units on 2/15/19 and on 944 units on 2/18/20.
|
(30) |
Stock units subject to performance-based restrictions, which could be adjusted up or down based on the rTSR performance metric for 2017-2018 at the time of vesting. Following any such adjustment, the restrictions will lapse on 100% of such shares on 2/15/19.
|
(31) |
Stock units subject to performance-based restrictions. On 2/15/18, based on the core EPS performance metric for 2017, 150% of the original award of 2,172 performance-based restricted stock units granted on 2/15/17, or 3,258 units, were earned and the restrictions on 1,629 units lapsed. The restrictions will lapse on 1,629 units on 2/15/19.
|
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
($)
|
||||
Edward J. Heffernan
|
–
|
–
|
19,096(1)
|
4,457,619
|
||||
Charles L. Horn
|
–
|
–
|
5,455(2)
|
1,273,352
|
||||
Bryan J. Kennedy
|
–
|
–
|
7,207(3)
|
1,683,058
|
||||
Melisa A. Miller
|
–
|
–
|
6,576(4)
|
1,534,814
|
||||
Bryan A. Pearson
|
–
|
–
|
7,428(5)
|
1,734,523
|
(1) |
Of the 19,096 shares acquired by Mr. Heffernan on vesting, 8,014 shares were withheld to pay withholding taxes.
|
(2) |
Of the 5,455 shares acquired by Mr. Horn on vesting, 2,044 shares were withheld to pay withholding taxes.
|
(3) |
Of the 7,207 shares acquired by Mr. Kennedy on vesting, 2,521 shares were withheld to pay withholding taxes.
|
(4) |
Of the 6,576 shares acquired by Ms. Miller on vesting, 2,932 shares were withheld to pay withholding taxes.
|
(5) |
Of the 7,428 shares acquired by Mr. Pearson on vesting, 3,978 shares were withheld to pay withholding taxes.
|
Name
|
Executive
Contributions
in Last
Fiscal Year
($)(1)
|
Registrant Contributions in Last Fiscal Year
($)(2)
|
Aggregate
Earnings
in Last
Fiscal Year
($)(3)
|
Aggregate Withdrawals/
Distributions
($)
|
Aggregate Balance
at Last
Fiscal Year End
($)
|
|||||
Edward J. Heffernan
|
1,001,238
|
–
|
777,272
|
–
|
11,067,704
|
|||||
Charles L. Horn
|
–
|
–
|
46,198
|
–
|
642,294
|
|||||
Bryan J. Kennedy
|
219,696
|
–
|
127,386
|
–
|
1,847,964
|
|||||
Melisa A. Miller
|
322,037
|
–
|
187,444
|
–
|
2,651,229
|
|||||
Bryan A. Pearson(4)
|
–
|
31,948
|
45,839
|
–
|
472,728
|
(1) |
In 2017, the following amounts were deferred from salary: $386,577 by Mr. Heffernan and $121,488 by Mr. Kennedy. In 2017, the following amounts were deferred from non-equity incentive compensation earned in 2016: $614,661 by Mr. Heffernan, $98,208 by Mr. Kennedy and $322,037 by Ms. Miller.
|
(2) |
All amounts in this column were included in the All Other Compensation column of the Summary Compensation Table above.
|
(3) |
The amounts in this column include all interest accrued on contributions under the Executive Deferred Compensation Plan for U.S. executives. The above-market portion of such earnings, as defined by the SEC, is included in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table above. For Mr. Pearson, the amount in this column reflects the deemed investment earnings (losses) credited pursuant to the terms of the Canadian Supplemental Executive Retirement Plan.
|
(4) |
Mr. Pearson is a Canadian executive. As a result, he is not eligible for Alliance Data's EDCP which is offered to U.S. executives. Canadian Supplemental Executive Retirement Plan amounts included for Mr. Pearson are shown in U.S. Dollars but were paid to Mr. Pearson in Canadian Dollars. We used an exchange rate of 0.7950 U.S. Dollars per Canadian Dollar, which was the prevailing exchange rate as of December 29, 2017, the last business day of the year, to convert the amounts paid to U.S. Dollars.
|
Payments and Benefits Upon Separation
|
Change in Control:
Termination Without Cause or Termination by Executive Officer for Good Reason
($)
|
|
Severance Amount
|
7,187,500 (1)
|
|
Pro Rata Target Non-Equity Incentive Compensation for 2017
|
1,725,000 (2)
|
|
Benefits
|
30,362 (3)
|
|
Value of Accelerated Equity
|
12,496,817 (4)
|
(1) |
Represents the severance amount pursuant to the change in control agreement described above, and is equal to two and one half times the sum of Mr. Heffernan's current base salary and target non-equity incentive compensation.
|
(2) |
Represents Mr. Heffernan's target annual cash bonus prorated for the portion of the year worked, which in this case is the full year, pursuant to the change in control agreement.
|
(3) |
Represents equivalent medical, dental and hospitalization coverage and benefits pursuant to the change in control agreement described above, and is estimated at two times the sum of the cost of Mr. Heffernan's current equivalent benefits.
|
(4) |
Represents the value of Mr. Heffernan's accelerated restricted stock units as if exercised or sold on December 31, 2017, calculated using the closing price of our common stock on December 29, 2017, the last business day of the year ($253.48).
|
Plan Category
|
Number of Securities
to be Issued upon Exercise of Outstanding Options, Warrants and Rights |
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) |
|||||
Equity compensation plans approved by security holders
|
490,610
|
$
|
23.87
|
5,536,884
|
(1)
|
|||
Equity compensation plans not approved by security holders
|
None
|
N/A
|
None
|
|||||
Total
|
490,610
|
$
|
23.87
|
5,536,884
|
(1) |
Includes 1,209,226 shares available for future issuance under 2015 Employee Stock Purchase Plan.
|
Board Retainer (annual)
|
$
|
75,000
|
||
Chair and Committee Retainers (annual)
|
||||
chair of the board
|
$
|
125,000
|
($150,000 for the 2018-2019 service term)
|
|
audit committee chair
|
$
|
25,000
|
||
audit committee member
|
$
|
5,000
|
||
compensation committee chair
|
$
|
20,000
|
||
nominating & corporate governance committee chair
|
$
|
20,000
|
||
Meeting Fees (per meeting)
|
||||
board of directors
|
$
|
1,500
|
||
committee meeting for non-chair committee members
|
$
|
1,000
|
||
committee meeting for committee chairs
|
$
|
1,500
|
||
Equity Award (annual)
|
$
|
140,000
|
Name(1)
|
Fees Earned or Paid in Cash(2)
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||
Bruce K. Anderson(3)
|
18,750
|
225,426
|
–
|
–
|
–
|
–
|
244,176
|
|||||||
Roger H. Ballou (4)
|
133,500
|
147,153
|
–
|
–
|
17,839
|
–
|
298,492
|
|||||||
Kelly J. Barlow (5)
|
81,500
|
147,153
|
–
|
–
|
–
|
–
|
228,653
|
|||||||
D. Keith Cobb (6)
|
130,000
|
147,153
|
–
|
–
|
14,760
|
–
|
291,913
|
|||||||
E. Linn Draper, Jr., Ph.D. (7)
|
–
|
271,868
|
–
|
–
|
2,660
|
–
|
274,528
|
|||||||
Kenneth R. Jensen (8)
|
107,500
|
147,153
|
–
|
–
|
–
|
–
|
254,653
|
|||||||
Robert A. Minicucci (9)
|
–
|
385,364
|
–
|
–
|
–
|
–
|
385,364
|
|||||||
Timothy J. Theriault (10)
|
99,500
|
147,153
|
–
|
–
|
–
|
–
|
246,653
|
|||||||
Laurie A. Tucker (11)
|
–
|
243,690
|
–
|
–
|
–
|
–
|
243,690
|
(1) |
Edward J. Heffernan is not included in this table because he was an executive officer of the company during 2017 and thus received no compensation for his service as a director. The compensation received by Mr. Heffernan as an executive officer of the company is shown in the Summary Compensation Table above.
|
(2) |
This column includes the following amounts deferred pursuant to the Non-Employee Director Deferred Compensation Plan: $50,000 by Mr. Ballou and $65,000 by Mr. Cobb. For the 2016-2017 service term, Messrs. Anderson, Draper and Minicucci and Ms. Tucker each elected to receive 100% of their meeting fees for meetings held during 2015 and 2016 in the form of equity in lieu of cash. Messrs. Draper and Minicucci and Ms. Tucker each elected to receive 100%, and Mr. Anderson elected to receive 75%, of their annual cash retainer and committee retainer in the form of equity in lieu of cash for the 2017-2018 service term.
|
(3) |
As of December 31, 2017, Mr. Anderson held 13,898 restricted stock units.
|
(4) |
As of December 31, 2017, Mr. Ballou held 11,429 restricted stock units.
|
(5) |
As of December 31, 2017, Mr. Barlow held 564 restricted stock units.
|
(6) |
As of December 31, 2017, Mr. Cobb held 9,237 restricted stock units.
|
(7) |
As of December 31, 2017, Dr. Draper held 17,351 restricted stock units.
|
(8) |
As of December 31, 2017, Mr. Jensen held 10,260 restricted stock units.
|
(9) |
As of December 31, 2017, Mr. Minicucci held 23,009 restricted stock units.
|
(10) |
As of December 31, 2017, Mr. Theriault held 1,011 restricted stock units.
|
(11) |
As of December 31, 2017, Ms. Tucker held 2,367 restricted stock units.
|
Name of Beneficial Owner
|
Shares Beneficially
Owned(1) |
Percent of Shares
Beneficially Owned(1) |
||
Bruce K. Anderson
|
|
842,005
|
1.5%
|
|
Roger H. Ballou
|
|
–
|
*
|
|
Kelly J. Barlow(2)
|
–
|
*
|
||
D. Keith Cobb(3)
|
9,237
|
*
|
||
E. Linn Draper, Jr., Ph.D
|
|
8,456
|
*
|
|
Edward J. Heffernan
|
|
182,230
|
*
|
|
Charles L. Horn
|
|
16,035
|
*
|
|
Kenneth R. Jensen
|
|
59,756
|
*
|
|
Bryan J. Kennedy(4)
|
|
105,319
|
*
|
|
Melisa A. Miller
|
15,732
|
*
|
||
Robert A. Minicucci
|
|
102,723
|
*
|
|
Bryan A. Pearson(5)
|
|
89,366
|
*
|
|
Timothy J. Theriault
|
–
|
*
|
||
Laurie A. Tucker
|
|
–
|
*
|
|
All directors and executive officers as a group (16 individuals)(6)
|
1,450,548
|
2.6%
|
||
BlackRock, Inc.(7)
|
3,060,167
|
5.5%
|
||
55 East 52nd Street
New York, New York 10055
|
||||
Edgewood Management LLC(8)
|
2,903,833
|
5.2%
|
||
535 Madison Avenue
15th Floor
New York, New York 10022
|
||||
ValueAct Capital Master Fund, L.P.(9)
|
5,877,400
|
10.6%
|
||
One Letterman Drive
Building D, 4th Floor
San Francisco, California 94129
|
||||
The Vanguard Group, Inc.(10)
|
4,823,674
|
8.7%
|
||
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
|
* |
Less than 1%
|
(1) |
Beneficial ownership is determined in accordance with the SEC's rules. In computing percentage ownership of each person, restricted stock units that may vest into shares of common stock within 60 days of April 9, 2018, are deemed to be beneficially owned. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of each other person. The percentage of shares beneficially owned is based upon 55,461,789 shares of common stock outstanding as of April 9, 2018. In the fourth quarter of 2014, we issued shares of our common stock and granted restricted stock awards for shares of our common stock in exchange for unvested awards to complete the Conversant, Inc. acquisition; 9,003 restricted stock awards have voting rights but are not yet vested for purposes of inclusion in our shares outstanding while 1,501 shares of our common stock are treated as outstanding for purposes of calculating our shares outstanding but have not been issued to former Conversant stockholders as of April 9, 2018.
|
(2) |
As a partner of ValueAct Capital, Mr. Barlow may be deemed to be the beneficial owner of the shares held by the ValueAct entities as described in footnote 9 below. Mr. Barlow disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in each applicable ValueAct entity.
|
(3) |
Includes 9,237 restricted stock units, which are due to vest into shares of common stock within 60 days of April 9, 2018.
|
(4) |
Includes 600 shares held by Mr. Kennedy as trustee for the Norma Kay Kennedy Living Trust, for which he possesses voting and investment power.
|
(5) |
Includes 85,942 shares held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which Mr. Pearson is the sole shareholder, and for which Mr. Pearson possesses voting and investment power.
|
(6) |
Includes 9,237 restricted stock units, which are due to vest into shares of common stock within 60 days of April 9, 2018, held by Mr. Cobb; 600 shares held by Mr. Kennedy as trustee for the Norma Kay Kennedy Living Trust, for which he possesses voting and investment power; and 85,942 shares held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which Mr. Pearson is the sole shareholder, and for which Mr. Pearson possesses voting and investment power. The 16 individuals are comprised of Mses. Miller, Santillan and Tucker, and Messrs. Anderson, Ballou, Barlow, Cobb, Draper, Heffernan, Horn, Jensen, Kennedy, Minicucci, Motes, Pearson and Theriault.
|
(7) |
Based on a Schedule 13G/A filed with the SEC on January 29, 2018, BlackRock, Inc. beneficially owns 3,060,167 shares of common stock, over which it has sole voting power with respect to 2,633,526 of such shares and sole dispositive power with respect to all of such shares, through its subsidiaries, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock Asset Management Schweiz AG, BlackRock Capital Management, Inc., BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd, BlackRock Institutional Trust Company, National Association, BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, Blackrock Investment Management, LLC, BlackRock Japan Co., Ltd. and BlackRock Life Limited.
|
(8) |
Based on a Schedule 13G filed with the SEC on February 14, 2018, Edgewood Management LLC beneficially owns 2,903,833 shares of common stock, over which it has sole voting power with respect to 2,836,364 of such shares and sole dispositive power with respect to all of such shares.
|
(9) |
Based on a Schedule 13D/A filed with the SEC on March 20, 2017, ValueAct Capital Master Fund, L.P. may be deemed the direct beneficial owner of 5,877,400 shares of common stock, and such shares may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
|
(10) |
Based on a Schedule 13G/A filed with the SEC on February 12, 2018, The Vanguard Group, Inc. beneficially owns 4,823,674 shares of common stock over which it has sole voting power with respect to 68,947 of such shares; sole dispositive power with respect to 4,744,476 of such shares; shared voting power with respect to 11,210 of such shares; and shared dispositive power with respect to 79,198 of such shares, in part through its subsidiaries Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.
|