TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes the compensation program for
Board vacancies. When assessing a director candidate's qualifications, the Corporate Governance Committee considers the candidate's expertise (including industry background), independence, and integrity, as well as skills relating to operations, finance, marketing and technology. In addition, the Committee looks at the overall composition of the Board and how a candidate would contribute to the overall synergy and collaborative process of the Board. The Committee has not established specific minimum eligibility requirements for candidates other than integrity, the commitment to act in the best interests of all stockholders and ensuring that a substantial majority of the Board remains independent. Our Corporate Governance Guidelines provide that the Corporate Governance Committee will consider director candidates recommended by stockholders provided such recommendations comply with our
Bylaws and the process set forth in this proxy statement. In assessing such candidates, the Corporate Governance Committee will consider the same criteria described above. See our Corporate Governance Guidelines, which may be viewed in the corporate governance section of our website at http://www.dexmedia.com/company/corporate-governance/, for additional information on the selection of director candidates. Each of the director nominees listed below is an incumbent director whose nomination to serve on the Board was recommended by Corporate Governance Committee and approved by the Board. Each of the director nominees has indicated a willingness to serve as a director if elected.
JONATHAN B. BULKELEY
Mr. Bulkeley, 53, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One from January 2010 to April 2013, and was non-executive Chairman of the Dex One Board of Directors from September 2010 to August 2011. Mr. Bulkeley founded Blue Square Capital Management LLC, which operates the Blue Square Small Cap Value Fund, a hedge fund investing in global small and microcap equities, in March 2009 and has served as its Chief Investment Officer since inception. Mr. Bulkeley also served as Chief Executive Officer of Scanbuy Inc., a global leader in visual navigation for the wireless industry, from March 2006 to August 2010. Mr. Bulkeley also previously has served as Chief Executive Officer of barnesandnoble.com, and Chairman and Chief Executive Officer of Lifeminders, an online direct marketing company. Mr. Bulkeley currently serves on the board of Spark Networks, Inc. During the past five years, Mr. Bulkeley has also been a director of The Reader's Digest Association, Inc. and Excelsior LaSalle Property Fund, Inc.
Mr. Bulkeley brings to the Board management and operational experience with companies in all phases of business development and experience with our Company's business and industry.
Table of Contents
THOMAS D. GARDNER
Mr. Gardner, 56, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of SuperMedia from December 2009 to April 2013. He is a trustee for Guideposts, and previously served as a trustee for Northern Westchester Hospital and Reader's Digest Foundation. He served as executive vice president of Reader's Digest Association, Inc. from 2006 to 2007, and was president of Reader's Digest International from 2003 to 2007. Prior to holding those positions, he held numerous other positions with Reader's Digest Association, Inc. from 1992 to 2007, including president, North American Books and Home Entertainment; president, global marketing; senior vice president, corporate strategy and U.S. new business development; vice president, marketing, Reader's Digest USA; and director, corporate planning. From 1989 to 1992, Mr. Gardner was a management consultant for McKinsey & Co. Other experience includes time with General Foods Corporation in product management, desserts division, and with Yankelovich, Skelly and White, Inc., industrial and corporate communications division, in project management.
Mr. Gardner's experience in the publishing industries, including his several senior positions at Reader's Digest, gives him an understanding of the opportunities and challenges associated with our business. In addition, Mr. Gardner brings an understanding of financial issues to the Board and the Audit and Finance Committee.
W. KIRK LIDDELL
Mr. Liddell, 64, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One from January 2010 to April 2013. Mr. Liddell previously served as interim Principal Executive Officer, of Dex One, from May 2010 to September 2010. Mr. Liddell has served as President, Chiefour Principal Financial Officer, and the next three most highly-compensated executive officers (other than our Principal Executive Officer and DirectorPrincipal Financial Officer) who were serving in such capacity as of Irex Corporation, the parent corporation of a specialty contracting network serving commercial, industrial, marineDecember 31, 2020, and residential customers, since 1984. Prior to joining Irex Corporation, Mr. Liddell was an associate at Covington & Burling in Washington, D.C., where he practiced corporate law with a focus on bank regulation, securities and antitrust.
Mr. Liddell brings to the Board operational experience as the chief executive of a company directly interfacing with local businesses and consumers. In addition, Mr. Liddell brings an understanding of financial issues to the Board and the Audit and Finance Committee.
PETER J. MCDONALD
Mr. McDonald, 63, has been Dex Media's president and chiefone additional executive officer and has served onwho would have been among the Dex Media Boardthree most highly-compensated executive officers but for the fact she was not employed at the end of Directors since April 2013; he previously was president and chief2020, or our “named executive officer and served as a director of SuperMedia since December 2010. From October 4, 2010 until December 9, 2010, Mr. McDonald served as SuperMedia Inc.'s interim chiefofficers” or “NEOs”. Our named executive officer. Prior to joining SuperMedia, Mr. McDonald held various positions at R.H. Donnelley Corporation (predecessor to Dex One), including as president and chief operating officer from 2004 through 2008. From 2002 to 2008, Mr. McDonald served as senior vice president and president of Donnelley Media. Mr. McDonald served as a director of R.H. Donnelley between 2001 and 2002. Previously, Mr. McDonald served as president and chief executive officer of SBC Directory Operations, a publisher of yellow pages directories, from 1999 to 2000. He was president and chief executive officer of Ameritech Publishing's yellow pages business from 1994 to 1999, when Ameritech was acquired by SBC. Prior to that, Mr. McDonald was president and chief executive officer of DonTech and served in a variety of sales positions at R.H. Donnelley, after beginning his career at National Telephone Directory Corporation. He is also a member of the board of the Local Search Association, where he previously served as Chairman.
Table of Contents
Mr. McDonald's over 35 years of experience in the yellow pages directory advertising and publication industry gives him unique knowledge of the opportunities and challenges associated with our business. Mr. McDonald's familiarity with our business and industry and the various market participants provides invaluable insight and advice to our Board.
THOMAS S. ROGERS
Mr. Rogers, 59, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of SuperMedia from 2006 to April 2013. Mr. Rogers currently serves as president and chief executive officer of TiVo Inc., a provider of television-based interactive and entertainment services, a position he has held since July 2005. He also currently serves on the board of directors of TiVo Inc. Mr. Rogers previously served as chairman of the board of Teleglobe International Holdings, Ltd., a provider of international voice, data, internet and mobile roaming services, from November 2004 to February 2006. He also has served as chairman of TRget Media LLC, a media industry investment and operations advisory firm, since July 2003. Mr. Rogers served as the senior operating executiveofficers for media and entertainment for Cerberus Capital Management, a large private equity firm, from 2004 to July 2005. Prior to holding that position, he served as chairman and chief executive officer of Primedia, Inc., a print, video and online media company, from October 1999 to April 2003. From January 1987 until October 1999, Mr. Rogers held positions with the National Broadcast Company, Inc., including president of NBC Cable and executive vice president.
As a long-term member of the board of SuperMedia Mr. Rogers has a familiarity with our business that makes him uniquely qualified to serve as a director of Dex Media. As president and chief executive officer of a public company, Mr. Rogers has significant exposure to, and we benefit from his experiences related to, the opportunities and challenges associated with our business. Additionally, his service on other public company boards allows the Company to leverage his experiences with, among other things, appropriate oversight and corporate governance matters.
ALAN F. SCHULTZ
Mr. Schultz, 55, has served on the Dex Media Board of Directors since April 2013 and currentlyfiscal 2020 were:
Joseph A. Walsh, who serves as the non-executive Chairman of the Board; he previously served as a Director of Dex One from 2005 to April 2013, and was non-executive Chairman of the Dex One Board of Directors from August 2011 to April 2013 and from June 2010 to September 2010. Mr. Schultz served as non-executive Chairman of the Board of Valassis Communications, Inc., a respected leader within the marketing services and promotional media industries, from January 1, 2012 to February 4, 2014, following his retirement as President and Chief Executive Officer;
Paul D. Rouse, who serves as Chief Financial Officer, effective December 31, 2011. From 1997 through December 2011, Mr. SchultzExecutive Vice President and Treasurer;
Gordon Henry, who serves as Chief Strategy Officer and Executive Vice President;
James McCusker, who serves as Chief Revenue Officer and Executive Vice President;
John Wholey, who serves as Chief Operations & Information Officer and Executive Vice President; and
Debra Ryan, who served as
Chairman, President and Chief
ExecutiveHuman Resources Officer
of Valassis. Prior to that, Mr. Schultz held numerous executive positions in sales, marketing, operations and finance with Valassis. He has serveduntil her separation from the Company on
the Board of Directors of the Ad Council and the American Advertising Federation. Mr. Schultz joined Valassis from Deloitte and Touche in 1984. Mr. Schultz brings to the Board experience as the chief executive officer of a publicly-held marketing services company servicing both national and local businesses. Mr. Schultz also has significant experience with the Company's business and industry.
JOHN SLATER
Mr. Slater, 40, has served on the Dex Media Board of Directors since April 2013; he previously served as a director of SuperMedia from January 2010 to April 2013. Mr. Slater currently serves as a Senior Vice President at Paulson where he focuses on investments in the media, telecom and technology sectors. Mr. Slater joined Paulson in January 2009. Previously, he was a vice president at Lehman Brothers and Barclays Capital where he worked from 2004 to 2008 in the global trading
Table of Contents
strategies group, focusing on investments in the media and other sectors. Prior to Lehman Brothers and Barclays Capital, Mr. Slater was senior director, finance and strategy at NextSet Software Inc., a financial trading systems software vendor. He started his career as an associate consultant at Burlington Consultants, a strategy consultancy based in London.
Mr. Slater brings leadership, financial experience and a background in the media, telecom and technology industries to the Board. Mr. Slater's exposure to companies in the media, telecom and technology industries provides valuable insight to the Board regarding industry trends that affect our Company. Mr. Slater also brings to the Board the perspective of large institutional investors.
DOUGLAS D. WHEAT
Mr. Wheat, 63, has served on the Dex Media Board of Directors since April 2013; he previously served as the Chairman of the Board of Directors of SuperMedia from July 2010 to April 2013, including Executive Chairman from August 2010 to December 2010. He serves as Chairman of AMN Healthcare Services, Inc., one of the leading temporary healthcare staffing companies in the world. Mr. Wheat previously served as a director of Playtex Products, Inc. from 1995 to 2007 (including serving as its chairman from 2004 to 2006). Mr. Wheat has served as a member of the boards of directors of Dr. Pepper/Seven-Up Companies, Inc., Thermadyne Industries, Inc., Sybron International Corporation, Smarte Carte Corporation, Nebraska Book Corporation, and ALC Communications Corporation. Since 2008, he has served as Managing Partner of Southlake Equity Group (formerly Challenger Equity Group), a private investment firm. Prior to Southlake Equity Group, he served as president of Haas Wheat & Partners, a private investment firm specializing in strategic equity investments and leveraged buyouts of middle market companies from 1992 to 2006. Mr. Wheat also held various leadership and senior management positions at Grauer & Wheat and Donaldson Lufkin & Jenrette Securities Corporation earlier in his career.
Mr. Wheat's extensive experience serving on public company boards, including as chairman of three public boards, and his expertise in a variety of financial matters make him uniquely qualified to serve on our Board. Additionally, Mr. Wheat's experiences have provided him with critical knowledge with respect to, among other things, appropriate oversight and related actions utilized in the Board environment, including concerning corporate governance matters.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR"
THE ELECTION OF ALL OF THE DIRECTOR NOMINEES
24, 2020.
Table of Contents
EXECUTIVE AND DIRECTOR COMPENSATION
This Compensation Discussion and Analysis
This discussion and analysis describes the material elements of our executive compensation program during fiscal 2020. It also provides an overview of our executive compensation philosophy, core principles, and objectives. Finally, it analyzes how and why the compensation committee of our board of directors arrived at the specific compensation determinations for our named executive officers should be read in conjunction withfor fiscal 2020, including the accompanying tables and text disclosingkey factors that the compensation awarded to, earned by or paid to the named executive officers.
committee considered in deciding their compensation.
Compensation of the named executive officers is determined under the Company's compensation programPhilosophy and Compensation Program Objectives
Our goal for
senior executives. This program is governed by the Compensation and Benefits Committee of the Board of Directors, referred to below as the "Committee." While the Committee determines the compensation of all of the Company's executive officers, this discussion and analysis focuses on the executive officers listed in the Summary Compensation Table and other compensation tables that follow, referred to herein as the "Named Executive Officers" or "NEOs." Background. Dex Media was formed on April 30, 2013 through the Merger which brought together Dex One and SuperMedia, two major providers of local, social, and mobile marketing solutions to businesses in communities across the United States. Dex Media's consumer services include online and mobile search portals and applications, as well as local printed yellow pages directories, white page directories, community, and companion directories in various markets across the U.S.
In addition to bringing the two companies together in 2013, we experienced a challenging business environment throughout the year. Challenges included an industry trend of decreased demand for print based advertising and broader uneven economic trends impacting the Company's core retail customer segment. These trends in particular resulted in Dex Media's experiencing a decline in revenue. In addition, Dex Media is highly leveraged, with long-term debt greater than revenue. Repaying a large portion of that debt was a key focus of our Company following the Merger.
Dex Media's 2013 executive compensation program is best understoodto attract, motivate, and retain a talented, entrepreneurial, and creative team of executives who will provide leadership for our success in the context of the Mergerdynamic and these business trends. 2013 was bothcompetitive markets. Our compensation philosophy is to provide a transitional and transformational yearbalanced compensation program that rewards employees for the Company.achievement of our financial, operational and strategic goals. We believe that the most effective program will provide a competitive base salary with annual short-term and long-term incentives based on company and individual performance.
For fiscal year 2020, our executive compensation programs focused on both top-line and bottom-line performance, all while continuing our post-Merger integration activities. We redefined our strategy and worked to transformworking on transforming our business from a principally print-based advertising and media companypositioning the Company to a multi-platformbe the leading provider of SaaS marketing solutions provider, introducing digital solutions that are relevant and valuablecloud-based tools for SMBs.
For 2020, our compensation committee approved a compensation design and target compensation opportunities, comprising a mix of fixed and variable compensation, including a short-term incentive plan with an overachievement plan. Our annual incentive design included metrics tied to our customers. Throughoutfinancial growth plan. In light of historically significant stock option awards granted to our NEOs under our 2016 Stock Incentive Plan, the compensation committee determined not award any long-term incentives in fiscal year 2020 to any of our NEOs and is currently evaluating its approach to long-term incentive compensation for fiscal year 2021. These programs are described in more detail below.
Within the context of the overall objectives of our compensation programs, we focusedtypically determine the specific amounts of compensation to be paid to each of our NEOs based on integrating two organizations, we right-sized a number of factors:
the organization (people, facilitiesperformance of our NEOs in prior years;
the roles and resources), re-negotiated multiple key contractsresponsibilities of our NEOs;
the individual experience and movedskills of our NEOs;
for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and
the amounts of compensation being paid to single ITour other NEOs.
TABLE OF CONTENTS
COMPENSATION TABLES
The section below contains information, both narrative and tabular, regarding the
Securities Exchange Act of 1934.Compensation and Benefits Committee
Thomas D. Gardner, Chairman
Mark A. McEachen
Richard L. Kuersteiner
Thomas S. Rogers
Table of Contents
Executive Compensation
The following tables and accompanying narrative should be read in conjunction with "Compensation Discussion and Analysis" above.
Summary Compensation Table
The following table summarizes the 2013 post-Merger compensation of our NEOs including: Peter J. McDonald, President and Chief Executive Officer; Samuel D. Jones, Executive Vice President—Chief Financial Officer and Treasurer; Del Humenik, Executive Vice President—Sales and Marketing; Frank P. Gatto, Executive Vice President—Operations; Matthew J. Stover, former Executive Vice President—Marketing, and Cody Wilbanks, former Executive Vice President—General Counsel and Corporate Secretary. Mr. Wilbanks resigned as the Company's Executive Vice President—General Counsel and Corporate Secretary, effective as of August 1, 2013. Mr. Stover resigned as the Company's Executive Vice President—Marketing, effective January 3, 2014.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position(a) | | Year(b) | | Salary $(c) | | Bonus $(d) | | Stock Awards $(e) | | Option/ SAR Awards $(f) | | Non-Equity Incentive Plan Compensation $(g) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings $(h) | | All Other Compensation $(i) | | Total $(j) | |
---|
Peter J. McDonald | | | 2013 | | | 638,423 | | | 30,000 | | | 512,500 | | | 696,250 | | | 2,457,745 | | | 0 | | | 25,250 | | | 4,360,168 | |
President and CEO | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Samuel D. Jones | | | 2013 | | | 335,688 | | | 15,000 | | | 341,325 | | | 463,981 | | | 1,404,697 | | | 0 | | | 34,793 | | | 2,595,484 | |
EVP—Chief Financial Officer and Treasurer | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Del Humenik | | | 2013 | | | 326,642 | | | 13,000 | | | 250,100 | | | 340,327 | | | 963,982 | | | 457 | | | 31,585 | | | 1,926,093 | |
EVP—Sales and Marketing | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Frank P. Gatto | | | 2013 | | | 281,015 | | | 11,000 | | | 227,550 | | | 309,692 | | | 941,025 | | | 0 | | | 86,005 | | | 1,856,287 | |
EVP—Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Matthew J. Stover | | | 2013 | | | 251,622 | | | 0 | | | 205,000 | | | 278,500 | | | 926,266 | | | 0 | | | 40,064 | | | 1,701,452 | |
Former EVP—Marketing | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cody Wilbanks | | | 2013 | | | 116,185 | | | 0 | | | 0 | | | 0 | | | 600,000 | | | 0 | | | 2,922,230 | | | 3,638,416 | |
Former EVP—General Counsel and Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(c)Represents salary earned for the applicable period from May 1, 2013.
(d)Represents the special award to the Named Executive Officers based on integration performance and team selection and retention. See "Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Compensation (Short-term Incentive)" above for a further explanation of these awards.
(e)(f) The compensation amounts reported in the "Stock Awards" and "Option/SAR Awards" columns reflect the grant date value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation Stock Compensation ("ASC Topic 718"), and exclude the impact of estimated forfeitures related to service based vesting conditions. The fair value of a stock award is equal to the closing price of our stock on the grant date. Our Black-Scholes assumptions for financial statement purposes are described in Note 11paid to our audited consolidated financial statements included in our Annual Report on Form 10-KNEOs for the fiscal year ended December 31, 2013. See "Compensation Discussion and Analysis—Elements of Compensation—Long-term Incentives" above2020.
Summary Compensation Table
The following table sets forth the compensation paid or earned for
a further explanation of our long-term incentive awards.(g)Amounts reported in this column represent the Company's short-term incentive award paid for performance under our STI plan. The amounts shown for 2013 performance were paid in March 2014. See "Grants of Plan-Based Awards Table—2013" below and "Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Compensation (Short-term Incentive)" above for further explanation of our annual incentive awards.
Additional plan based amounts reported in this column represent earnings under the 2012-2013 SuperMedia Cash Long-term Incentive Program ("2012-2013 Cash LTIP"). The 2012-2013 Cash LTIP comprised a two-year performance
Table of Contents
period, with each of the fiscal years 2012ending December 31, 2019 and 2013 representing one measurement period. The executive's incentive opportunity for each of the 2012 and 2013 was equal to 50% of the total target incentive opportunity. Following a change in control of SuperMedia, awards under 2012-2013 Cash LTIP were paid out at the maximum award level six months after the change in control, contingent on the participants' continued employment with the Company (subject to certain exceptions).
Amounts exclude payments made immediately following the change in control of SuperMedia after the completion of the Merger under the SuperMedia's 2013 annual Short Term Incentive Plan for the period from January 1 through April 30, 2013, for the following NEOs: Mr. McDonald, $320,005; Mr. Jones, $120,002; Mr. Humenik, $112,002; Mr. Gatto, $99,557; Mr. Stover, $89,602, and Mr. Wilbanks, $105,792.
Amounts also exclude payments made immediately following the change in control of SuperMedia after the completion of the Merger under the 2013-2014 SuperMedia Cash Long-term Incentive Program ("2013-2014 Cash LTIP") for the period from January 1 through April 30, 2013. Under the 2013-2014 Cash LTIP, following the change in control of SuperMedia, long term cash awards were paid out on a pro rata basis and adjusted for performance. The performance through April 30, 2013 was approved at 100% of target and paid on a pro rata basis to the following NEOs: Mr. McDonald, $164,384; Mr. Jones, $108,493; Mr. Humenik, $72,329; Mr. Gatto, $72,329; Mr. Stover, $72,329, and Mr. Wilbanks, $54,247.
(h)Amounts listed2020, as "Change in Pension Value and Nonqualified Deferred Compensation Earnings" reflect the change during the year in the actual present value of each NEO's pension benefit, if any. For Mr. Jones, his change in the Management Plan decreased by $96,903 and his change in the Excess Plan decreased by $17,994, resulting in an aggregate decrease of $114,897 between both plans. For Mr. Gatto, his change in the Management Plan decreased by $149,084, and his change in the Excess Plan increased by $641, resulting in an aggregate decrease of $148,443 between both plans.
(i)The "All Other Compensation" column for 2013 includes the following (all amounts in dollars):
| | | | | | | | | | | | | | | | | | | |
| | Financial Planning ($)(1) | | Company Contributions to Savings Plan ($)(2) | | Flexible Allowance ($)(3) | | Physical Examination ($)(4) | | Other ($)(5) | | Total ($)(6) | |
---|
Peter J. McDonald | | | 0 | | | 7,650 | | | 17,600 | | | 0 | | | 0 | | | 25,250 | |
Samuel D. Jones | | | 13,535 | | | 7,650 | | | 10,400 | | | 3,208 | | | 0 | | | 34,793 | |
Del Humenik | | | 13,535 | | | 7,650 | | | 10,400 | | | 0 | | | 0 | | | 31,585 | |
Frank P. Gatto | | | 13,535 | | | 7,650 | | | 10,400 | | | 2,134 | | | 52,286 | | | 86,005 | |
Matthew J. Stover | | | 0 | | | 6,700 | | | 10,400 | | | 0 | | | 22,964 | | | 40,064 | |
Cody Wilbanks | | | 0 | | | 7,650 | | | 5,200 | | | 0 | | | 2,909,380 | | | 2,922,230 | |
(1)Financial planning and tax counseling services, generally provided by The Ayco Company, L.P., to assist them with tax and regulatory compliance.
(2)"Company Contributions to Savings Plan" represent the Company's contributions under our 401(k) Plan, as reportedapplicable, by our plan record keepers prior to audit and any adjustments. The 401(k) plan is a tax-qualified defined contribution plan.
(3)Flexible allowance benefits are paid in cash on a semi-monthly basis and are for use at executive's discretion in lieu of a car allowance or otherwise. These earnings represent payments from May 1, 2013.
(4)Executive physical benefits comprise of a thorough annual executive physical exam whereby the Company reimburses the executive for expenses out of pocket and above insurance coverage.
(5)For Mr. Gatto, the aggregate amount includes $32,757 paid in premiums for whole life insurance and $19,529 in reimbursement for taxes associated with the portion of the life insurance premiums that the Company pays on behalf of Mr. Gatto. This benefit is a carry-over benefit that was provided to Mr. Gatto by Verizon prior to and after SuperMedia spun off from Verizon in 2006. For Mr. Stover, the aggregate amount includes $14,387 paid in premiums for whole life insurance and $8,577 in reimbursement for taxes associated with the portion of the life insurance premiums that the Company pays on behalf of Mr. Stover. This benefit is a carry-over benefit that was provided to Mr. Stover by Verizon prior to and after SuperMedia spun off from Verizon in 2006.
For Mr. Wilbanks, this includes severance compensation pursuant to the Company's Executive Transition Plan in conjunction with the change in control of SuperMedia following the completion of the Merger. These payments and values are comprised of: (a) a $1,488,520 cash payment representing two times his base salary plus his 2013 target annual incentive component short-term incentive opportunity; (b) a $77,245 cash payment representing a pro-rata portion of his 2013 target annual incentive component short-term incentive opportunity (May 1, 2013 - July 31, 2013); and (c) $1,343,616 representing the value of certain other severance payments, perquisites, and continuing benefits pursuant to the Executive Transition Plan. Of the $1,343,616 amount, $1,047,558 was a pension payment under the Management Plan and $137,999 was pension payment under the Excess Plan. For additional information, see "Potential Payment Upon Termination or Change in Control—Executive Transition Plan."
NEOs:Joseph A. Walsh
President & CEO
| | | 2020 | | | 1,030,000 | | | 2,189,265 | | | 811,288 | | | 49,858 | | | 4,080,411 |
| 2019 | | | 1,021,923 | | | 1,662,163 | | | 9,176,400 | | | 16,869,514 | | | 28,730,000 |
Paul D. Rouse
Chief Financial Officer, EVP & Treasurer
| | | 2020 | | | 506,479 | | | 753,565 | | | 75,921 | | | 17,180 | | | 1,353,145 |
| 2019 | | | 502,507 | | | 572,131 | | | 931,520 | | | 1,814,368 | | | 3,820,526 |
Gordon Henry
Chief Strategy Officer & EVP
| | | 2020 | | | 405,183 | | | 602,851 | | | 75,921 | | | 2,744 | | | 1,086,699 |
| 2019 | | | 402,006 | | | 457,705 | | | 931,520 | | | 1,696,790 | | | 3,488,021 |
James McCusker
Chief Revenue Officer & EVP
| | | 2020 | | | 405,183 | | | 602,851 | | | 75,921 | | | 16,330 | | | 1,100,285 |
| 2019 | | | 402,006 | | | 457,705 | | | 931,520 | | | 1,696,790 | | | 3,488,021 |
John Wholey
Chief Operations & Information Officer & EVP
| | | 2020 | | | 382,673 | | | 569,360 | | | 75,921 | | | 16,330 | | | 1,044,284 |
| 2019 | | | 379,672 | | | 432,277 | | | 931,520 | | | 1,696,790 | | | 3,440,259 |
Debra Ryan
Former Chief Human Resources Officer & EVP(1)
| | | 2020 | | | 241,780 | | | 149,532 | | | — | | | 1,815,587 | | | 2,206,899 |
(1)
| Ms. Ryan first became an NEO for fiscal year 2020. Therefore, only fiscal year 2020 information is provided. Ms. Ryan separated from the Company on July 24, 2020. |
(2)
| Amounts reported in this column represent the actual salary earned by each of our NEOs for the years ending December 31, 2019 and 2020, (which for fiscal year 2019 take into account the increase in annual base salary rates for the NEOs, which was effective in March 2020). |
(3)
| Amounts reported in this column for Messrs. Walsh, Rouse, Henry, McCusker and Wholey represent the cash incentive awards paid under our STI and OPP for fiscal year 2019 and fiscal year 2020. See “Short-Term Incentive Plan – Cash Incentive” and “Over Performance Plan - Cash Incentive” in our Compensation Discussion and Analysis for further detail. Amount reported for Ms. Ryan represents the payout of a pro-rated award under our STI for fiscal year 2020 in accordance with the EVP Severance Plan. |
(4)
| We did not grant stock option awards to our NEOs in FY 2020. Amounts included for 2020 reflect the incremental fair value of repriced options, computed in accordance with FASB ASC Topic 718. See “Option Repricing” in our Compensation Discussion and Analysis for further detail. |
(5)
| All Other Compensation for fiscal year 2020 consisted of the following (all amounts in dollars): |
Joseph A. Walsh | | | 13,680 | | | 30,500 | | | — | | | 5,678 | | | — | | | 49,858 |
Paul D. Rouse | | | 13,680 | | | 500 | | | — | | | 3,000 | | | — | | | 17,180 |
Gordon Henry | | | 2,244 | | | 500 | | | — | | | — | | | — | | | 2,744 |
James McCusker | | | 13,680 | | | 500 | | | — | | | 2,150 | | | — | | | 16,330 |
John Wholey | | | 13,680 | | | 500 | | | — | | | 2,150 | | | — | | | 16,330 |
Debra Ryan | | | 13,680 | | | 375 | | | 896,335 | | | — | | | 905,197 | | | 1,815,587 |
(1)
| Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan for 2020 prior to the suspension of the 401(k) matching contribution in May 2020. |
(2)
| Amounts reported in this column reflect the annual stipend paid in fiscal year 2020, based on a $25.00 bi-weekly stipend to cover cell phone expenses of the NEOs through October 2020 when the Company ended this stipend due to the move to a remote work environment. In addition, for Mr. Walsh, amount includes an expense allowance of $30,000 for the maintenance of a remote office and miscellaneous expenses incurred. |
Table of ContentsTABLE OF CONTENTS
(3)
| Represents a cash payment received by Ms. Ryan in exchange for her agreeing to the cancellation and surrender of all of her 234,030 outstanding vested stock options at the time of her separation from the Company for an amount of cash equal to the difference between the per-share exercise price (of $2.04) and the then-current fair market value per share of our common stock (of $5.87), all as reflected on a pre-reverse stock split basis. |
(4)
| Executive officers receive annual reimbursement for a comprehensive medical examination up to $3,000 for EVPs and the actual cost of the physical for the Chief Executive Officer. |
(5)
| Represents amounts paid (or accrued for payment) during fiscal year 2020 in connection with Ms. Ryan’s termination from employment, as described below under “Potential Payments Upon Termination or Change of Control – Fiscal Year 2020”. |
Grants of Plan-Based Awards
Table—2013Fiscal Year 2020
The following table provides information regarding equity and non-equity incentive plan-based awards granted to each individual included in the Summary Compensation Table (other than Mr. Wilbanks, who resigned effective August 1, 2013, prior to the awards' grant date)our NEOs for the year ended December 31, 2013.2020. Except as set forth below, there were no other grants of equity to NEOs during 2020.
Joseph A. Walsh | | | STI | | | 1/1/2020 | | | 450,625 | | | 1,030,000 | | | 1,351,875 | | | — | | | — | | | — |
| OPP | | | 1/1/2020 | | | 51,500 | | | 1,030,000 | | | — | | | — | | | — | | | — |
| SIP(4) | | | 11/18/2019(5) | | | — | | | — | | | — | | | 1,111,111 | | | 13.82 | | | 8.99 |
Paul D. Rouse | | | STI | | | 1/1/2020 | | | 155,109 | | | 354,535 | | | 465,328 | | | — | | | — | | | — |
| OPP | | | 1/1/2020 | | | 17,727 | | | 354,535 | | | — | | | — | | | — | | | — |
| SIP(4) | | | 11/18/2019(5) | | | — | | | — | | | — | | | 111,111 | | | 13.82 | | | 9.07 |
Gordon Henry | | | STI | | | 1/1/2020 | | | 124,087 | | | 283,628 | | | 372,262 | | | — | | | — | | | — |
| OPP | | | 1/1/2020 | | | 14,181 | | | 283,628 | | | — | | | — | | | — | | | — |
| SIP(4) | | | 11/18/2019(5) | | | — | | | — | | | — | | | 111,111 | | | 13.82 | | | 9.07 |
James McCusker | | | STI | | | 1/1/2020 | | | 124,087 | | | 283,628 | | | 372,262 | | | — | | | — | | | — |
| OPP | | | 1/1/2020 | | | 14,181 | | | 283,628 | | | — | | | — | | | — | | | — |
| SIP(4) | | | 11/18/2019(5) | | | — | | | — | | | — | | | 111,111 | | | 13.82 | | | 9.07 |
John Wholey | | | STI | | | 1/1/2020 | | | 117,194 | | | 267,871 | | | 351,581 | | | — | | | — | | | — |
| OPP | | | 1/1/2020 | | | 13,394 | | | 267,871 | | | — | | | — | | | — | | | — |
| SIP(4) | | | 11/18/2019(5) | | | — | | | — | | | — | | | 111,111 | | | 13.82 | | | 9.07 |
Debra Ryan(6) | | | STI | | | 1/1/2020 | | | 98,088 | | | 224,202 | | | 294,265 | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| | All Other Stock Awards: Number of Shares of Restricted Stock (#) (f) | |
| |
| |
| |
---|
| |
| |
| |
| |
| |
| | All Other Option/SAR Awards: Number of Securities Underlying Options/SARs (#) (g) | |
| |
| |
---|
| |
| |
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Exercise or Base Price of Option/SAR Awards ($/Sh) (h) | | Grant Date Fair Value of Stock and Option/SAR Awards ($) (i)(2) | |
---|
Name (a) | |
| | Grant Date (b) | | Threshold ($) (c)(1) | | Target ($) (d)(1) | | Maximum ($) (e)(1) | |
---|
Peter J. McDonald | | STI | | | 05/01/13 | | | 196,738 | | | 655,795 | | | 1,311,589 | | | | | | | | | | | | | |
| | LTI Cash | | | 09/05/13 | | | 562,500 | | | 750,000 | | | 937,500 | | | | | | | | | | | | | |
| | NQSO | | | 09/05/13 | | | | | | | | | | | | | | | 125,000 | | | 10.25 | | | 696,250 | |
| | RSA | | | 09/05/13 | | | | | | | | | | | | 50,000 | | | | | | | | | 512,500 | |
Samuel D. Jones | | STI | | | 05/01/13 | | | 87,978 | | | 293,262 | | | 586,523 | | | | | | | | | | | | | |
| | LTI Cash | | | 09/05/13 | | | 375,000 | | | 500,000 | | | 625,000 | | | | | | | | | | | | | |
| | NQSO | | | 09/05/13 | | | | | | | | | | | | | | | 83,300 | | | 10.25 | | | 463,981 | |
| | RSA | | | 09/05/13 | | | | | | | | | | | | 33,300 | | | | | | | | | 341,325 | |
Del Humenik | | STI | | | 05/01/13 | | | 70,479 | | | 234,932 | | | 469,863 | | | | | | | | | | | | | |
| | LTI Cash | | | 09/05/13 | | | 275,250 | | | 367,000 | | | 458,750 | | | | | | | | | | | | | |
| | NQSO | | | 09/05/13 | | | | | | | | | | | | | | | 61,100 | | | 10.25 | | | 340,327 | |
| | RSA | | | 09/05/13 | | | | | | | | | | | | 24,400 | | | | | | | | | 250,100 | |
Frank P. Gatto | | STI | | | 05/01/13 | | | 60,612 | | | 202,041 | | | 404,082 | | | | | | | | | | | | | |
| | LTI Cash | | | 09/05/13 | | | 250,500 | | | 334,000 | | | 417,500 | | | | | | | | | | | | | |
| | NQSO | | | 09/05/13 | | | | | | | | | | | | | | | 55,600 | | | 10.25 | | | 309,692 | |
| | RSA | | | 09/05/13 | | | | | | | | | | | | 22,200 | | | | | | | | | 227,550 | |
Matthew J. Stover | | STI | | | 05/01/13 | | | 54,269 | | | 180,897 | | | 361,795 | | | | | | | | | | | | | |
| | LTI Cash | | | 09/05/13 | | | 225,000 | | | 300,000 | | | 375,000 | | | | | | | | | | | | | |
| | NQSO | | | 09/05/13 | | | | | | | | | | | | | | | 50,000 | | | 10.25 | | | 278,500 | |
| | RSA | | | 09/05/13 | | | | | | | | | | | | 20,000 | | | | | | | | | 205,000 | |
(1)
| Amounts shown represent threshold, target and maximum payouts under our STI; there is no defined target or maximum on our OPP. For fiscal year 2020, an award is only paid out pursuant to our OPP if EBITDA exceeds $407.5 million and FCF exceeds $202.0 million as our OPP is a top-off program to our STI. The threshold calculation for OPP included herein reflects an EBITDA of $407.5 million and FCF of $202.0 million, which equates to a 0.05% payout award, the minimum required to receive a payout under the OPP. |
(2)
| Reflects the stock options granted to the NEOs on November 18, 2019 that were repriced, effective December 29, 2020, in connection with the Option Repricing. See “Compensation Discussion & Analysis – Long Term Equity Incentive Compensation – Option Repricing” for more information. |
(3)
| Amounts shown represent the incremental fair value received due to the Option Repricing, effective December 29, 2020, computed in accordance with FASB ASC Topic 718. See “Compensation Discussion & Analysis – Long Term Equity Incentive Compensation – Option Repricing” for more information. The total fair value for Mr. Walsh of $8.99 is comprised of $8.26 of original grant-date fair value (adjusted for the reverse stock split) and an additional $0.73 of incremental expense resulting from the 2020 repricing. For Messrs. Rouse, Henry, McCusker and Wholey, the total fair value of $9.06 is comprised of $8.38 of original grant-date fair value (adjusted for the reverse stock split) and an additional $0.68 of incremental expense resulting from the 2020 repricing. |
(4)
| “SIP” refers to our stock incentive plan. |
(5)
| Grant date reflects the stock option grants originally awarded on November 18, 2019, which were subject to the Option Repricing effective December 29, 2020. |
(6)
| Amounts reflect potential payouts under our STI prior to pro-ration of Ms. Ryan’s STI bonus opportunity pursuant to the EVP Severance Plan due to her separation from the Company on July 24, 2020. As set forth in the “Non-Equity Incentive Plan” column of the Summary Compensation Table for fiscal year ended 2020, Ms. Ryan received a pro-rated bonus under our STI in accordance with the EVP Severance Plan. |
(1)Amounts shown represent threshold, target and maximum payouts under (a) the STI Plan—See "Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Compensation (Short-term Incentive)" and (b) 2013-2015 Cash LTI Plan—See "Compensation Discussion and Analysis—Elements of Compensation—Long-term Incentives—2013-2015 Cash Long-Term Incentive Plan" above for a detailed explanation of the performance measures, performance objectives and relative weightings used by the Committee to determine actual 2013 payout amounts.
(2)Grant date fair value calculated in accordance with FASB ASC Topic 718.
Additional Information Relating to Summary Compensation Table
and Grants of Plan-Based Awards Table—2013
The following narrative regarding the Employment Agreement and other compensation arrangements includes certain background information to provide the reader with a better understanding of the compensation amounts shown in the Summary Compensation Table and Grants of Plan-Based Awards Table—2013 above. It should be read in conjunction with the footnotes to those tables and "Compensation Discussion and Analysis" above.
Employment Agreement and Other Compensation Arrangements. On December 19, 2013, the Company entered into the Employment Agreement with Peter J. McDonald in connection with his service as our President and Chief Executive Officer. The Employment Agreement expires on December 31, 2016. The agreement will renew automatically for one-year periods until either party
Table of ContentsTABLE OF CONTENTS
gives the other party a notice of non-renewal. The agreement provides for an annual base salary of $1,050,000 beginning on January 1, 2014 (and a pro-rated annual base salary of $977,000 until December 31, 2013), and Mr. McDonald is eligible to earn a target annual short-term incentive award of 100% of his base salary.
The Company does not have employment agreements with any executive officers except for Mr. McDonald. Messrs. Jones, Humenik, and Gatto are eligible to receive severance benefits and are subject to certain restrictive covenants under the Executive Transition Plan. The Executive Transition Plan was designed primarily to encourage executives to remain employed by the Company by providing certain severance protection against involuntary termination of employment with additional severance protection applicable to a termination of employment in connection with a change in control. For additional information about this plan, see "Executive Compensation—Potential Payments Upon Termination or Change in Control—Executive Transition Plan." Mr. McDonald does not participate in, and is not entitled to receive any payments or other benefits under, the Executive Transition Plan. Under his Employment Agreement, Mr. McDonald is entitled to receive payments upon the termination of his employment under certain circumstances. These payments are described under "Potential Payments upon Termination or Change in Control—President and CEO Employment Agreement."
The Employment Agreement and the Executive Transition Plan are incorporated by reference as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2013.
Outstanding Equity Awards at
2013 Fiscal Year-End
TableFiscal Year 2020
The following table provides information regarding all outstanding stock options and restricted stock shares held by each individual included in the Summary Compensation Table as of December 31, 2013.2020.
Joseph A. Walsh | | | 11/18/2019(1) | | | — | | | 1,111,111 | | | 13.82 | | | 11/18/2029 |
Paul D. Rouse | | | 11/14/2016(2) | | | 147,521 | | | — | | | 3.68 | | | 11/14/2026 |
| 11/18/2019(3) | | | — | | | 111,111 | | | 13.82 | | | 11/18/2029 |
Gordon Henry | | | 9/26/2016(2) | | | 162,521 | | | | | | 3.68 | | | 9/26/2026 |
| 11/18/2019(3) | | | — | | | 111,111 | | | 13.82 | | | 11/18/2029 |
James McCusker | | | 9/26/2016(2) | | | 162,521 | | | | | | 3.68 | | | 9/26/2026 |
| 11/18/2019(3) | | | — | | | 111,111 | | | 13.82 | | | 11/18/2029 |
John Wholey | | | 9/26/2016(2) | | | 162,521 | | | | | | 3.68 | | | 9/26/2026 |
| 11/18/2019(3) | | | — | | | 111,111 | | | 13.82 | | | 11/18/2029 |
| | | | | | | | | | | | | | | | | | | | | | |
| |
| | Options Awards | | Stock Awards | |
---|
Name (a) | | Grant Date (b) | | Number of Securities Underlying Unexercised Options (#) Exercisable (c)(1) | | Number of Securities Underlying Unexercised Options (#) Unexercisable (d)(1) | | Option Exercise Price ($) (e) | | Option Expiration Date (f) | | Number of Shares or Units of Stock That Have Not Vested (#) (g)(2) | | Value of Shares or Units of Stock That Have Not Vested ($) (h)(3) | |
---|
Peter J. McDonald | | | 09/05/2013 | | | — | | | 125,000 | | $ | 10.25 | | | 09/05/2023 | | | 50,000 | | $ | 338,600 | |
Samuel D. Jones | | | 09/05/2013 | | | — | | | 83,300 | | $ | 10.25 | | | 09/05/2023 | | | 33,300 | | $ | 225,508 | |
Del Humenik | | | 09/05/2013 | | | — | | | 61,100 | | $ | 10.25 | | | 09/05/2023 | | | 24,400 | | $ | 165,237 | |
Frank P. Gatto | | | 09/05/2013 | | | — | | | 55,600 | | $ | 10.25 | | | 09/05/2023 | | | 22,200 | | $ | 150,338 | |
Matthew J. Stover | | | 09/05/2013 | | | — | | | 50,000 | | $ | 10.25 | | | 09/05/2023 | | | 20,000 | | $ | 135,440 | |
(1)
| Stock option grant originally awarded to Mr. Walsh on November 18, 2019. On November 23, 2020 the board of directors and compensation committee approved the Option Repricing, which, contingent upon each NEO’s (other than Ms. Ryan who was no longer employed by the company) written consent, lowered the exercise price of the relevant options from $16.20 to $13.82 and implemented a delayed vesting scheduled for those options granted in 2019, effective December 29, 2020. Mr. Walsh consented to the stock option repricing and subsequently restarting of the monthly vesting schedule to begin January 1, 2021, provided he remains in continuous service with the Company, and subject to accelerated vesting in the event of Mr. Walsh’s termination without cause or resignation for good reason, in each case within six months prior to or 12 months following a change in control. |
(2)
| Stock option grants awarded to Mr. Rouse on November 14, 2016 and stock option grants awarded to Messrs., Henry, McCusker and Wholey on September 26, 2016 vested in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020. |
(3)
| Stock option grants originally awarded to Messrs. Rouse, Henry, McCusker and Wholey on November 18, 2019. In connection with the Option Repricing, the exercise price of the relevant options was lowered from $16.20 to $13.82 and a delayed vesting scheduled was implemented for those options granted in 2019, effective December 29, 2020. All NEOs (other than Ms. Ryan) consented to the Option Repricing and subsequently restarting the vesting schedule for Messrs. Rouse, Henry, McCusker and Wholey to vest in three equal installments on each of January 1, 2022, January 1, 2023 and January 1, 2024, provided each NEO remains in continuous service with the Company. |
(4)
| For applicable grants, reflects the revised exercise price of $13.82 pursuant to the Option Repricing. |
(1)All time-vested stock option grants awarded on September 5, 2013, vest in equal, annual installments over four years, beginning on March 31, 2014, and on same day in 2015, 2016, and 2017, subject to the terms of applicable award agreements.
(2)All restricted stock awards grants awarded on September 5, 2013, vest 100% on December 31, 2015, subject to the terms of applicable award agreements.
(3)Value of stock award calculated using market closing price of $6.772 as of December 31, 2013, which was the last trading day in the fiscal year 2013.
Option Exercises and Stock Vested—2013
There were no shares thatVested-Fiscal Year 2020
The following table provides information regarding vested stock options exercised by each NEO in period beginning May 1, 2013, for individuals named in the Summary Compensation Table. There were no option exercises in period beginning May 1, 2013, by any of the individuals named in the Summary Compensation Table.Fiscal Year 2020.
Joseph A. Walsh | | | 9/26/2016 | | | 1,625,206 | | | 11,636,475 |
Paul D. Rouse | | | 11/14/2016 | | | 15,000 | | | 109,300 |
(1)
| Mr. Walsh elected to exercise and hold all 1,625,206 vested stock options granted under his September 26, 2016 grant at a per share exercise price of $3.68 on December 21, 2020. Mr. Rouse elected to exercise and hold 10,000 vested options granted under his November 14, 2016 grant on December 21, 2020 and 5,000 of his vested stock options granted under his November 14, 2016 grant on December 22, 2020 at a per share exercise price of $3.68. |
(2)
| The fair market value of a share of our common stock was $10.84 on December 21, 2020 and $11.22 on December 22, 2020. |
TABLE OF CONTENTS
Table of Contents
Pension Benefits
Table—2013 The table below shows
Only Ms. Ryan, the actuarial present value of accumulatedCompany’s former Chief Human Resources Officer, participated in, and received benefits andunder, any pension or retirement plan sponsored by the number of years of service credited under the plans as of December 31, 2013, as well as payments made to our Named Executive OfficersCompany during 2013.fiscal year 2020.
Debra Ryan | | | Dex Pension Plan | | | 44.25 | | | — | | | 831,699 |
| | | | | | | | | | | | |
Name | | Plan Name | | Number of Years Credited Service(1) | | Present Value of Accumulated Benefit(2) | | Payments During Last Fiscal Year | |
---|
Peter J. McDonald(3) | | — | | | — | | | — | | | — | |
Samuel D. Jones | | Management Plan | | | 25.00 | | $ | 869,496 | | | — | |
| | Excess Plan | | | 25.00 | | $ | 153,842 | | | — | |
Frank P. Gatto | | Management Plan | | | 29.50 | | $ | 1,140,482 | | | — | |
| | Excess Plan | | | 29.50 | | $ | 56,225 | | | — | |
Del Humenik(4) | | Retirement Account | | | 3.58 | | $ | 41,349 | | | — | |
| | PBEP | | | 3.58 | | $ | 29,634 | | | — | |
Cody Wilbanks | | Management Plan | | | 21.00 | | $ | 1,047,558 | | | — | |
| | Excess Plan | | | 21.00 | | $ | 137,999 | | | — | |
Matt Stover | | — | | | — | | | — | | | — | |
(1)
| The Dex Pension Plan is a tax-qualified non-contributory defined benefit pension plan that was frozen to new participants and benefit accruals as of December 31, 2008. |
(2)
| Number of years of credited service under the Dex Pension Plan was frozen as of December 31, 2008. |
(3)
| Following her separation from the Company, Ms. Ryan received a full distribution of the balance of her pension benefit under the Dex Pension Plan during 2020. |
Nonqualified Deferred Compensation
(1)Equal to the number of years credited service under the applicable legacy Verizon plan. Participants in the plans do not receive credit for additional years of service other than for determining retirement eligibility.
(2)The present value for pension benefits has been calculated based on the age at which the Named Executive Officer may retire without any reduction in benefits and consistent with the assumptions described in Note 11 to the consolidated financial statements in the Company's annual report on Form 10-K for the year ended December 31, 2013.
(3)Mr. McDonaldOur NEOs did not participate in, these plans.
(4)Mr. Humenik had prior service and pension with Dex One; therefore, followingor earn any benefits under, a nonqualified deferred compensation plan sponsored by the Merger, we account for his pension data. On October 21, 2008, the Compensation and Benefits Committee of the Board of Directors of Dex One authorized the freeze of the R.H. Donnelley Retirement Account and the Company's Pension Benefit Equalization Plan effective as of December 31, 2008. In connection with the freeze, all benefit accruals under these plans ceased as of December 31, 2008, however, all plan balances will remain intact and interest credits on participant account balances, as well as service credits for vesting and retirement eligibility, will continue in accordance with the terms of the plans. See "Executive and Director Compensation—Compensation Discussion Analysis—2013 Pension Benefits" above for a further explanation of our pensions.
Company during fiscal year 2020.
Table of ContentsTABLE OF CONTENTS
NON-BINDING ADVISORY VOTE
DETERMININGON THE FREQUENCY
OF
FUTURE NON-BINDING ADVISORY VOTES
TO APPROVEON THE
COMPANY'SCOMPENSATION OF OUR NAMED EXECUTIVE
COMPENSATION(ITEM NO. 3) Recently enacted rules also enableOFFICERS
As required by Section 14A of the Exchange Act, we are providing our stockholders with an opportunity to indicate how frequently we should seek anmake a non-binding, advisory vote on the frequency of future non-binding advisory votes on the compensation of our NEOs, such as Item No. 2 above. Bynamed executive officers. This non-binding advisory vote must be submitted to stockholders at least once every six years.
You have four choices for voting on this
Item No. 3,proposal. You can choose whether future non-binding advisory votes on the compensation of our named executive officers should be conducted every “1 YEAR,” “2 YEARS,” or “3 YEARS.” You may also “ABSTAIN” from voting. The frequency that receives the greatest number of votes cast by stockholders
may indicate whether they would prefer an advisory vote on
NEO compensation once every one, two or three years (or you may abstain).this matter at the meeting will be deemed to be the preferred frequency option of our stockholders.
After careful consideration,
our board of
this Item, the Board has determineddirectors recommends that
anfuture non-binding advisory
votevotes on
compensation of our named executive
compensationofficers be held every one year. Our board of directors believes that
occursholding a vote every year is the most appropriate
alternative for the Company at this time, and therefore the Board recommends that you vote for a one-year interval for the advisory vote on executive compensation. In formulating its recommendation, the Board considered that an annual advisory vote on executive compensation will allowoption because (i) it would enable our stockholders to provide us with their direct input regarding the compensation of our named executive officers on a more informed and thoughtful manner based on a long-term analysis of our compensation philosophy, policiesprogram; and practices as disclosed in(ii) it would avoid placing too much emphasis on the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with RiskMetric's policyresults or actions of seeking input from,a single year and engaging in discussions with,would instead allow our stockholders on corporate governance matters andto make a more meaningful evaluation of our executiveperformance compared to our compensation philosophy, policies and practices. We understand that our
Stockholders are not voting to approve or disapprove the board of directors’ recommendation. Instead, stockholders may
have different views as to what isindicate their preference regarding the
best approach forfrequency of future non-binding advisory votes on the
Company, and we look forward to hearing from such stockholders on this Item. You may cast your vote on your preferred voting frequencycompensation of our named executive officers by choosing the option of one year, two years, three years or abstain from voting when you vote in response to the resolution set forth below.
"RESOLVED, that the option of once everyselecting one year, two years, or three yearsyears. Stockholders that receivesdo not have a majority of votes cast for this resolution will be determined to bepreference regarding the frequency preferredof future advisory votes may abstain from voting on the proposal.
As an advisory vote, this proposal is not binding. However, our board of directors and nominating and corporate governance committee value the opinions expressed by
stockholders in their vote on this proposal and will consider the
stockholders with whichoutcome of the
Company is to hold a stockholder vote
to approvewhen making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of
theour named executive
officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission." The option of one year, two years or three years that receives a majority of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been recommended by stockholders. However, because this vote is advisory and not binding on the Board or the Compensation and Benefits Committee in any way, the Board may decide that it is in the best interests of our stockholders to hold an advisory vote on executive compensation more or less frequently than the option recommended by the stockholders.
officers.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
STOCKHOLDERS SELECT "ONE YEAR" TO HOLD FUTURE NON-BINDING ADVISORY VOTES ON THE PROPOSAL
RECOMMENDING THE FREQUENCYCOMPENSATION OF ADVISORYOUR NAMED EXECUTIVE OFFICERS EVERY “1 YEAR”
TABLE OF CONTENTS
STOCKHOLDER PROPOSALS TO APPROVR THE COMPANY'S EXECUTIVE COMPENSATIONBE PRESENTED AT NEXT ANNUAL MEETING
TableOur second amended and restated bylaws provide that, for stockholder nominations to our board of Contents
STOCK OWNERSHIPdirectors or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Company’s Secretary.
To be timely for our 2022 annual meeting of stockholders, a stockholder’s notice of nomination or other proposal of business must be delivered to or mailed and received by our VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary at our principal executive offices not earlier than February 9, 2022 and not later than March 11, 2022. A stockholder’s notice to the VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our amended and restated bylaws.
Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2022 annual meeting of stockholders must be received by us not later than December 29, 2021 in order to be considered for inclusion in our proxy materials for that meeting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Stock Ownership of Certain Beneficial Owners and Management
The tables below provide information regarding the beneficial ownership of our common stock as of March 17, 2014, by:
•each of our directors and nominees;
•each of our current Named Executive Officers named in the Summary Compensation Table;
•all directors and executive officers as a group; and
•each person the Company believes beneficially holds more than 5% of the outstanding shares of the Company's common stock based solely on the Company's review of SEC filings.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Unless otherwise indicated and
We are subject to
community property laws where applicable, the
Company believes that each of the stockholders named in the table below has sole votingreporting and
investment power with respect to the shares indicated as beneficially owned. Each of our directors and executive officers beneficially owned less than 1.0%, and all of our directors and executive officers as a group, beneficially owned less than 3.5% of our common stock outstanding as of March 17, 2014.Directors and Executive Officers
| | | | |
Name of Beneficial Owner(1)
| | Amount and
Nature of
Beneficial
Ownership(2) | |
---|
Jonathan B. Bulkeley
| | | 16,169 | |
Thomas D. Gardner
| | | 11,654 | |
Richard L. Kuersteiner
| | | 16,627 | |
W. Kirk Liddell
| | | 32,229 | |
Mark A. McEachen
| | | 27,744 | |
Alan F. Schultz
| | | 31,589 | |
John Slater
| | | — | |
Thomas S. Rogers
| | | 11,654 | |
Douglas D. Wheat
| | | 17,131 | |
Peter J. McDonald(3)(4)
| | | 139,618 | |
Samuel D. Jones(3)(4)
| | | 73,194 | |
Frank P. Gatto(3)(4)
| | | 50,675 | |
Del Humenik(3)(4)
| | | 50,141 | |
All directors and executive officers as a group (16 persons)(4)
| | | 539,139 | |
(1)The table does not include information regarding the beneficial ownership of our common stock by Messrs. Stover and Wilbanks, as they are no longer executive officers of the Company; as of August 1, 2013, in the case of Mr. Wilbanks and January 3, 2014, in the case of Mr. Stover.
(2)Following the Merger, each issued and outstanding share of SuperMedia common stock was converted into 0.4386 shares of Dex Media common stock and Dex One stockholders received 0.2 shares of Dex Media common stock for each share of Dex One common stock that they owned. The table includes SuperMedia and Dex One shares of common stock, as applicable, held by our directors and executive officers prior to the Merger, converted into shares of common stock of Dex Media.
Table of Contents
(3)Number reported includes shares of restricted stock for which the executive officer has sole voting power, but no dispositive power (restricted stock vesting on December 31, 2015), as follows: Mr. McDonald (50,000 shares); Mr. Jones (33,300 shares); Mr. Gatto (22,200 shares); and Mr. Humenik (24,400 shares).
(4)Number reported includes exercisable stock options as follows: Mr. McDonald (50,000 shares); Mr. Jones (33,300 shares); Mr. Gatto (22,200 shares); Mr. Humenik (24,400 shares).
Five Percent Holders
The following table sets forth information regarding the number and percentage of shares of common stock held by all persons and entities known by the Company to beneficially own 5% or more of the Company's outstanding common stock. The information regarding beneficial ownership of common stock by the entity identified below is included in reliance on reports filed by the entities with the SEC, except that the percentage is based upon the Company's calculations made in reliance upon the number of shares reported to be beneficially owned by the entity in such report and the Company's number of shares of common stock outstanding on March 17, 2014. We know of no other stockholder holding 5% or more of the Company's common stock.
| | | | | | | |
Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | Percent of Class | |
---|
Franklin Resources, Inc.(1) | | | 2,688,898 | | | 15.3 | % |
One Franklin Parkway | | | | | | | |
San Mateo, CA 94403-1906 | | | | | | | |
Paulson & Co. Inc.(2) | | | 2,231,132 | | | 12.7 | % |
1251 Avenue of the Americas, 50th Floor | | | | | | | |
New York, New York 10020 | | | | | | | |
Restructuring Capital Associates, L.P(3) | | | 1,255,840 | | | 7.1 | % |
2 Stamford Plaza, Suite 1501 | | | | | | | |
281 Tresser Boulevard | | | | | | | |
Stamford, Connecticut 06901 | | | | | | | |
Hayman Capital Management, L.P(4). | | | 1,264,221 | | | 7.2 | % |
2101 Cedar Springs Road, Suite 1400 | | | | | | | |
Dallas, TX 75201 | | | | | | | |
(1)FRI filed a Schedule 13G/A with the SEC on February 11, 2014 reporting that one or more open- or closed-end investment companies or other managed accounts that are clients of investment managers that are direct and indirect subsidiaries (collectively, the "Investment Management Subsidiaries") of FRI beneficially owned 2,688,898 shares of our common stock. The number of shares of the Company's common stock as to which each reporting person on this Schedule 13G/A and other Investment Management Subsidiaries has sole power to vote or to direct the vote of our common stock is as follows: Franklin Resources, Inc.: 0; Charles B. Johnson: 0; Rupert H. Johnson, Jr.: 0; and Franklin Advisers, Inc.: 2,664,386. The number of shares of the Company's common stock as to which each reporting person on this Schedule 13G/A and other Investment Management Subsidiaries has sole power to dispose or to direct the disposition of our common stock is as follows: Franklin Resources, Inc.: 0; Charles B. Johnson: 0; Rupert H. Johnson, Jr.: 0; and Franklin Advisers, Inc.: 2,688,898
Table of Contents
(2)According to a Schedule 13D/A filed by Paulson on May 16, 2013, Paulson has sole voting and dispositive power over 2,231,132 shares of our common stock. Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages investment companies or funds. In its role as investment advisor, or manager, Paulson possesses voting and investment power over the securities that are owned by investment companies and funds. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by investment companies and funds.
(3)According to a Schedule 13G filed by RCA on February 10, 2014, RCA and James D. Bennett have shared voting and dispositive power over 1,255,840 shares of the Company's common stock. All common stock reported in Schedule 13G is owned by advisory clients of RCA. The following advisory clients have shared voting and dispositive power over the following percentages of Dex Media common stock: Bennett Restructuring Fund, L.P. (4.0%); Bennett Offshore Restructuring Fund, Inc. (2.8%); BRF High Value, L.P (0.3%).
(4)Hayman Capital Management, L.P., Hayman Investments, L.L.C. and J. Kyle Bass jointly filed a Schedule 13G/A with the SEC on February 14, 2014 reporting that they beneficially owned 5,064,550 shares of our common stock, with sole voting and dispositive power over all those shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a)requirements of the Securities Exchange Act of 1934, requiresas amended, and as a result file reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, such as Thryv Holdings, Inc., that file electronically with the SEC. We also maintain a website at www.thryv.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our directors, certainwebsite is not part of this Information Statement.
ELECTRONIC DELIVERY OF STOCKHOLDER COMMUNICATIONS
We encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via e-mail. With electronic delivery, you will be notified via e-mail as soon as future annual reports and proxy statements are available on the Internet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:
Registered Owner (you hold our officerscommon stock in your own name through our transfer agent, Computershare, Inc., or you are in possession of stock certificates): visit www.computershare.com and beneficiallog into your account to enroll.
Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.
Your electronic delivery enrollment will be effective until you cancel it. Stockholders who are record owners of more than ten percentshares of our common stock may call Computershare, Inc., our transfer agent, by phone at 1-800-736-3001 or visit www.computershare.com with questions about electronic delivery.
“HOUSEHOLDING”—STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS
The SEC has adopted rules that permit companies and intermediaries (such as brokers) to file withimplement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the SEC reports of their initial ownership and changes in their ownershipsame address may receive a single copy of our common stock. Weannual report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees and helps protect the environment as well.
This year, a number of brokers with account holders who are
requiredour stockholders will be “householding” our annual report and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of annual report and other proxy materials will be delivered to
disclose in this proxy statement any late filings of such reports. Based solely on a review of copies of reports filed by the reporting persons furnished to us, or written representations from reporting persons, we believe that the reporting persons complied with all Section 16(a) filing requirements on a timely basis during 2013.
Table of Contents
AUDIT AND FINANCE COMMITTEE
Audit and Finance Committee Report
The Audit and Finance Committee of the Board of Directors serves as the representative of the Board for general oversight of our financial accounting and reporting, systems of internal control, audit process and monitoring compliance with laws and regulations and standards of business conduct. The Board has adopted a written Charter for the Audit and Finance Committee. Management has responsibility for preparing our financial statements as well as for our financial reporting process. Ernst & Young LLP ("EY"), acting as independent accountant, is responsible for expressingmultiple stockholders sharing an opinion on the conformity of our audited financial statements with generally accepted accounting principles in the United States.
In this context, the Audit and Finance Committee hereby reports as follows:
1) The Audit and Finance Committee has reviewed and discussed the audited financial statements for fiscal 2013 with management.
2) The Audit and Finance Committee has also discussed with EY the matters required to be discussed by Auditing Standard No. 61, "Communications with Audit Committees" issued by the Public Company Accounting Oversight Board.
3) The Audit and Finance Committee hasaddress unless contrary instructions have been received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding EY communications with the Audit and Finance Committee concerning independence and has discussed with EY its independence from the Company and management.affected