UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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CORELOGIC, INC. | ||||
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March 20, 201721, 2018
Dear Fellow Stockholders,
You are cordially invited to attend our annual meeting of stockholders at 2:00 p.m. Pacific time on Wednesday,Tuesday, May 3, 2017,1, 2018, at the executive offices of CoreLogic, Inc., located at 40 Pacifica, Irvine, California 92618. We have included a map and directions to our executive offices on the inside back cover of this proxy statement for your convenience.
Details regarding admission to the meeting and the business to be conducted are described in the accompanying notice of annual meeting and proxy statement. We have also made available a copy of our 20162017 Annual Report to Stockholders (the "Annual Report") with this proxy statement. We encourage you to read ourthe Annual Report. ItReport, which includes our audited financial statements and provides information about our business.
As in prior years, we have elected to provide access to our proxy materials over the Internet by mailing our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"). The Notice provides information on how stockholders can obtain paper copies of our proxy materials if they so choose. This method expedites the receipt of your proxy materials, lowers the costs of our annual meeting and supports conservation of natural resources. If you would like more information, please see the Questions and Answers section of this proxy statement.
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to vote via the Internet, by telephone or by mail as soon as possible to ensure that your vote is counted. We look forward to seeing you at the meeting.
Thank you very much for your continued interest in CoreLogic.
Paul F. Folino | Frank D. Martell | |
Chairman of the Board | President and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 3, 20171, 2018
The annual meeting of stockholders of CoreLogic, Inc., a Delaware corporation (the "Company"), will be held at 2:00 p.m. Pacific time on Wednesday,Tuesday, May 3, 2017,1, 2018, at the executive offices of CoreLogic, Inc., located at 40 Pacifica, Irvine, California 92618, for the following purposes:
Only stockholders of record at the close of business on March 6, 20172018 are entitled to notice of the annual meeting and an opportunity to vote at the annual meeting.
If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:
ALLIANCE ADVISORS, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Stockholders May Call Toll-Free: 855-325-6671
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to cast your vote and submit your proxy as soon as possible by one of the methods below to ensure that your vote is counted:
Registered stockholders. You may authorize your proxy:
Beneficial stockholders. If your shares are held by a broker, bank or other nominee, please follow the instructions they send to you regarding how you may vote your shares at the annual meeting.
Stockholders may also vote in person at the annual meeting. If you are a registered stockholder (that is, you hold your shares in your name as a holder of record with our transfer agent), you must present valid identification to vote at the meeting. If your shares are held by a broker, bank, or other nominee, you will also need to obtain a "legal proxy" from the holder of record to vote in person at the meeting. For specific instructions, please refer to the Questions and Answers section at the end of the proxy statement and the instructions on the proxy card or Notice of Internet Availability of Proxy Materials you receive.
Stergios TheologidesArnold A. Pinkston
Chief Legal Officer and
Corporate Secretary
Senior Vice President, General Counseland Secretary
Irvine, California
March 20, 201721, 2018
Table of Contents |
Proxy Statement Summary | 2 | |
Proposal 1 - Election of Directors | 7 | |
Proposal 2 |
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Proposal 3 - Approval, on an Advisory |
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Proposal 4 |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Corporate Governance and Board Matters |
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Director Compensation |
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Executive Officers |
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Compensation Discussion and Analysis |
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Compensation Committee Report |
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Compensation Committee Interlocks and Insider Participation |
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Executive Compensation Tables |
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Grants of Plan-Based Awards for |
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Employment Agreements |
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Outstanding Equity Awards at Fiscal Year-End for |
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Option Exercises and Stock Vested for |
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Pension Benefits for |
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Nonqualified Deferred Compensation for |
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Potential Payments upon Termination or Change in Control |
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Section 16(a) Beneficial Ownership Reporting Compliance |
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Questions and Answers about Voting |
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Stockholder Proposals |
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General Information |
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Corporate Social Responsibility |
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Appendix A: Unaudited Reconciliation of Non-GAAP Adjusted Numbers | A-1 | |
Appendix B: CoreLogic, Inc. 2018 Performance Incentive Plan | B-1 | |
Map and Directions to Meeting Site | Inside |
PROXY STATEMENT
Solicitation of Proxies by the Board of Directors
The board of directors (the "Board" or the "Board of Directors") of CoreLogic, Inc., a Delaware corporation ("CoreLogic," the "Company," "we," or "us"), is soliciting proxies from holders of our shares of common stock for use at the annual meeting of stockholders. This proxy statement and form of proxy are first being sent or made available to our stockholders on or about March 20, 2017.21, 2018.
If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:
ALLIANCE ADVISORS, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Stockholders May Call Toll-Free: 855-325-6671
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to cast your vote and submit your proxy as soon as possible by one of the methods below to ensure that your vote is counted.
Registered stockholders. You may authorize your proxy:
Beneficial stockholders. If your shares are held by a broker, bank or other nominee, please follow the instructions they send to you regarding how you may vote your shares at the annual meeting.
Stockholders may also vote in person at the annual meeting. If you are a registered stockholder (that is, you hold your shares in your name as a holder of record with our transfer agent), you must present valid identification to vote at the meeting. If your shares are held by a broker, bank, or other nominee, you will also need to obtain a "legal proxy" from the holder of record to vote in person at the meeting. For specific instructions, please refer to the Questions and Answers section at the end of this proxy statement and the instructions on the proxy card or Notice of Internet Availability of Proxy Materials (the "Notice") you receive.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 3, 20171, 2018
Our Notice of Annual Meeting of Stockholders, 20172018 Proxy Statement and Annual Report to Stockholders for the year ended December 31, 20162017 are available at www.viewproxy.com/corelogic/2017.2018. You are encouraged to access and review all of the important information contained in our proxy materials before voting.
PROXY STATEMENT SUMMARY |
This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider prior to casting your vote at the 20172018 Annual Meeting of Stockholders (the "Annual Meeting"), and you should read the entire proxy statement carefully before voting.
Annual Meeting Information |
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Time | Location | | ||||
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2:00 pm (Pacific time) on | Executive Offices of CoreLogic, Inc. | |||||
May | 40 Pacifica | |||||
Doors open at 1:45 p.m. Pacific time | Irvine, CA 92618 | |||||
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INTERNET | PHONE | IN PERSON | ||||
Follow the instructions provided in the Notice, proxy card or voting instruction form you received. | Follow the instructions provided in the separate proxy card or voting instruction form you received. | Send your completed and signed proxy card or voting instructions to the address on your proxy card or voting instruction form. | Ballots will be provided to anyone who attends and wants to vote at the Annual Meeting. |
Annual Meeting Agenda and Voting Recommendations |
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| Proposal | | Board Recommendation | | Page | | Proposal | | Board Recommendation | | Page | | ||||||||||||||||||||
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1. | Election of the nine persons named in this proxy statement to serve on our board of directors until the next annual meeting and until their successors are duly elected and qualified | FOR | 7 | 1. | Election of the eleven persons named in this proxy statement to serve on our board of directors until the next annual meeting and until their successors are duly elected and qualified | FOR | 7 | |||||||||||||||||||||||||
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2. | Approval, on an advisory basis, of the compensation of our named executive officers | FOR | 13 | 2. | Approval of the CoreLogic, Inc. 2018 Performance Incentive Plan | FOR | 14 | |||||||||||||||||||||||||
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3. | Vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers | EVERY ONE YEAR | 16 | 3. | Approval, on an advisory basis, of the compensation of our named executive officers | FOR | 25 | |||||||||||||||||||||||||
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4. | Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 | FOR | 17 | 4. | Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 | FOR | 28 | |||||||||||||||||||||||||
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5. | Transaction of such other business as may properly come before the meeting or any postponements or adjournments thereof | 5. | Transaction of such other business as may properly come before the meeting or any postponements or adjournments thereof | |||||||||||||||||||||||||||||
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Highlights of |
Since 2011, our first full year as a publicly traded company, we grew revenues at an annual compounded rate of 12%9%, adjusted EBITDA by 15%12% and adjusted EPS by 31%25%.
We achieved strongexceptional results in 2016.2017. Our 20162017 financial success is the direct result of our ability to provide clients with data-driven solutions to improve underwriting decisions, manage risks,relentless and capitalizeconsistent focus on developing business opportunities.our vision of delivering unique property insights that connect and power the global real estate economy.
We returned $195 millionalso invested for long-term growth, while returning substantial capital to stockholders and reducedrepurchasing approximately 5% of our outstanding share count by 5 million shares, or 6%.shares.
We accomplished key operational improvementsstrategic goals in 2016.2017. In addition to our solidstrong financial results in 2016,2017, we successfully achievedaccomplished a number of key operationalstrategic goals in 2016 that will enable future success, including:success:
Please seeAppendix A for a detailed reconciliation of adjusted EBITDA and adjusted EPS to the most directly comparable GAAP financial measures.
Board Nominees |
The following table provides summary information about each director nominee. The Nominating and Corporate Governance Committee makes an annual recommendation to our Board as to whether the directors have the relevant skills and experience to oversee us and to stand for re-election, and the Nominating and Corporate Governance Committee and Board have recommended the nominees below. Based on the timing of Mr. Martell's selection as a director nominee, he was nominated directly by the Board. All of the directors possess strength of character, inquiring and independent minds, mature judgment and a deep commitment to our success.
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Name | | | Age | | Director Since | | Principal Occupation | | AC | | ASPC | | CC | | NCGC | | Name | | | Age | | Director Since | | Principal Occupation | | AC | | SPC | | CC | | NCGC | | |||||||||||||||||||||||||||||||||
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J. David Chatham | 66 | 1989 | President and chief executive officer of Chatham Holdings Corporation and the Chatham family of real estate businesses | ✓ | C | ✓ | J. David Chatham | 67 | 1989 | President and chief executive officer of Chatham Holdings Corporation and the Chatham family of real estate businesses | ✓ | C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Douglas C. Curling | 62 | 2012 | Principal and managing director of New Kent Capital LLC | ✓ | ✓ | Douglas C. Curling | 63 | 2012 | Principal and managing director of New Kent Capital LLC | ✓ | ✓ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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John C. Dorman | 66 | 2012 | Former chairman of Online Resources Corporation | ✓ | C | John C. Dorman | 67 | 2012 | Former chairman of Online Resources Corporation | ✓ | C | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Paul F. Folino (Chairman of the Board) | 72 | 2011 | Former executive chairman of the board of directors of Emulex Corporation | ✓ | ✓ | ✓ | ✓ | Paul F. Folino (Chairman of the Board) | 73 | 2011 | Former executive chairman of the board of directors of Emulex Corporation | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||||||||||||||||||||
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Frank D. Martell (1) | 57 | 2017 | President and Chief Executive Officer of CoreLogic, Inc. | Frank D. Martell | 58 | 2017 | President and Chief Executive Officer of CoreLogic, Inc. | ✓ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Thomas C. O'Brien | 63 | 2008 | Former chief executive officer and president of Insurance Auto Auctions Inc. | ✓ | C | Claudia Fan Munce | 58 | 2017 | Venture advisor at New Enterprise Associates | ✓ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jaynie Miller Studenmund | 62 | 2012 | Former chief operating officer of Overture Services, Inc. | ✓ | Thomas C. O'Brien | 64 | 2008 | Former chief executive officer and president of Insurance Auto Auctions Inc. | ✓ | C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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David F. Walker | 63 | 2010 | Chairman of the board of directors of Chico's FAS, Inc. | C | ✓ | Vikrant Raina | 50 | 2017 | Managing Partner at BV Investment Partners | ✓ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mary Lee Widener | 78 | 2006 | Former president and chief executive officer of Neighborhood Housing Services of America, Inc. | ✓ | Jaynie Miller Studenmund | 63 | 2012 | Former chief operating officer of Overture Services, Inc. | ✓ | ✓ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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David F. Walker | 64 | 2010 | Chairman of the board of directors of Chico's FAS, Inc. | C | ✓ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mary Lee Widener | 79 | 2006 | Former president and chief executive officer of Neighborhood Housing Services of America, Inc. | ✓ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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C | Chair | |
AC | Audit Committee | |
Audit Committee Financial Expert | ||
CC | Compensation Committee | |
NCGC | Nominating and Corporate Governance Committee |
Corporate Governance Highlights |
Board Composition |
Currently, allAll of our directors, other than our CEO, are independent, and our Audit, Compensation and Nominating and Corporate Governance Committees consist exclusively of independent directors.
Our Board is composed of directors with a wide range of views and background, along with diverse ethnicities, ages, gendersage and backgrounds, which reflectgender. Our Board diversity reflects the diversitydiverse and complexity of thecomplex businesses and markets in which we operate. As the following chart illustrates, allNine of our non-managementindependent directors have served on other public company boards, 66%55% of our directors have been CEOs and all except oneeight have held C-suite positions. In addition, 78%73% of our directors have deep industry experience in data analytics, financial services, or real estate, averaging 18 years of industry experience. We are proud to be recognized as a "Winning Company 2017" by 2020 Women in Boards for our commitment to Board diversity and specifically for having women represent more than 20% of our Board membership.
The following chart highlights that ourOur Board composition also reflects a mix of tenure, which gives a balance of historical perspective and deep CoreLogic knowledge, together with fresh perspectives and insights. Currently, the median director tenure is 5eight years.
Governance Practices |
The following table summarizes some of our key governance practices:
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Independent Chairman | The offices of CEO and Chairman are separate, and our Chairman is an independent director. This allows our CEO to focus primarily on his management responsibilities and the Chairman to oversee and manage the Board and its functions. Having an independent Chairman promotes the independence of our Board, provides appropriate oversight of management and ensures free and open discussion and communication among the non-management members of our Board. | |||||||||||
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Director Overboarding Policy | Our Corporate Governance Guidelines provide that our directors may not serve on more than five public company boards (including our Board), and our Audit Committee members may not serve on more than three public company audit committees (including our audit committee) without prior Board approval. | |||||||||||
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Annual Board and Committee Evaluations | To increase their effectiveness, the Board and each of its committees performs an annual self-evaluation under the direction of the Nominating and Corporate Governance Committee. | |||||||||||
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Director Stock Ownership Guidelines and Equity Grants | All directors receive annual equity grants and must meet equity ownership requirements during their service with us. | |||||||||||
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Majority Voting Standard for Directors, with Director Resignation Policy | Our Bylaws mandate that directors be elected under a "majority of votes cast" standard in uncontested elections, and each incumbent director has submitted an irrevocable letter of resignation that becomes effective if he or she does not receive a majority of votes cast in accordance with our Corporate Governance Guidelines. | |||||||||||
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Single Voting Class | We have only one class of voting securities. | |||||||||||
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10% Threshold for Special Meetings | Stockholders holding 10% of more of our outstanding stock have the right to call a special meeting. | |||||||||||
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No Poison Pill | We do not have a stockholders rights plan, commonly known as a "poison pill," in place. | |||||||||||
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The following chart demonstrates our Board meeting cadence:
PROPOSAL 1. Election of Directors |
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OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE DIRECTOR NOMINEES. UNLESS OTHERWISE SPECIFIED BY YOU IN THE PROXY YOU SUBMIT, THE PROXIES SOLICITED BY OUR BOARD WILL BE VOTED "FOR" THE ELECTION OF THESE NOMINEES. | | |||||||||||||||
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Our Amended and Restated Bylaws (the "Bylaws") require that directors be elected annually, and our Amended and Restated Certificate of Incorporation provides that the Board shall consist of such number of directors as is determined from time to time exclusively by resolution adopted by the affirmative vote of a majority of the directors then in office. Pursuant to resolutions adopted by the Board, our Board consists of nine11 directors.
The Board has nominated the nine11 individuals set forth under "—Nominees" below for election at the Annual Meeting, to serve until the 20182019 annual meeting of stockholders and until the directors' respective successors are elected and qualified.
Voting Standard |
Under our Bylaws, in an uncontested election, each director nominee will be elected to the Board to serve until the next annual meeting and as soon thereafter as their successors are duly elected and qualified, if the nominee receives a majority of votes cast (meaning the number of shares voted "for" a nominee must exceed the number of shares voted "against" such nominee) with respect to such director nominee's election. Under our Corporate Governance Guidelines, each nominee for director who was in office prior to the election (each, an "incumbent director") is required to submit, and has submitted, to the Board an irrevocable letter of resignation from the Board and all committees thereof, which will become effective if the director does not receive a majority of votes cast and the Board determines to accept the resignation. The Nominating and Corporate Governance Committee will make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board will act on the recommendation of the Nominating and Corporate Governance Committee within 90 days from the date the election results are certified and thereafter promptly disclose its decision in a Current Report on Form 8-K. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will not be counted in determining the outcome of the election of the director nominees.
The majority voting standard does not apply, however, in a contested election, where the number of nominees for director exceeds the number of directors to be elected. In a contested election, directors are instead elected by a plurality of shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors (meaning that the number of director nominees who receive the highest number of shares voted "for" their election are elected). The election of directors at the Annual Meeting will not be contested and each director nominee must receive a majority of votes cast in order to be elected to the Board. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will not be counted in determining the outcome of the election of the director nominees.
All of the director nominees listed below have consented to being named in this proxy statement and to serve as directors if elected. If any nominee should become unable or unwilling for good cause to serve as
a director, the proxies will be voted for such substitute nominee(s) as shall be designated by our Board. Our Board currently has no knowledge that any of the nominees will be unable or unwilling to serve.
Set forth below is information concerning each person nominated and recommended to be elected by our Board. All of the nominees currently serve as our directors and, other than Ms. Munce and Mr. Martell,Raina, were previously elected to the present term of office by our stockholders. In 2017, the Nominating and Corporate Governance Committee of the Board engaged Egon Zehnder International to lead a search for up to two candidates to our Board. The search firm received recommendations from our CEO and members of the Board in connection with the search process and, following review and recommendation by the Nominating and Corporate Governance Committee, the Board determined to increase the size of the Board to eleven directors and elected Ms. Munce and Mr. Raina to fill the vacancies created thereby. Ms. Munce and Mr. Raina were introduced to Egon Zehnder by our CEO.
See the section entitled "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for information pertaining to stock ownership of the nominees. There are no family relationships among any of the nominees or any of our executive officers. In addition, there were and are no arrangements or understandings between any director and any other person pursuant to which any director was or is to be selected as a director.
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| J. David Chatham | | ||||
| Director
| Mr. Chatham has served as President and Chief Executive Officer of Chatham Holdings Corporation and the Chatham family of real estate businesses, specializing in real estate development, building, brokerage, asset management, mortgage lending, valuation/Independent appraisal and other associated industries,
in June 2010. From 2003 to 2009, he served on the board of First Advantage Corporation, | ||||
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Audit
Compensation
| Qualifications and Experience Through his significant experience in the real estate arena, Mr. Chatham enhances our Board's understanding of the mortgage and valuation and appraisal businesses as well as the residential and commercial real estate markets. His broad executive and board experience provides particularly useful background for his service as Chair of the Compensation Committee and as a member of our Audit | ||||
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credential verification services that was sold to Reed Elsevier, including serving as President from 2002 to 2008, as Chief
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supplier of electronic payment services that was acquired by ACI Worldwide, Inc. Prior to that, from 1998 to 2003, he served as Chief Executive Officer
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Audit
| Qualifications and Experience Mr. Dorman's prior experience as chief executive officer of a technology service provider during a period of rapid growth and expansion enables him to provide insights into our operational, technology and growth strategies. His strategic perspective in the financial innovation space and board experience are also particularly useful for his service as Chair of our Strategic Planning Committee and as a member of our Audit Committee. | ||||
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| Paul F. Folino | | ||||
| Chairman of the Board Age 73 Director since 2011 | Biographical Information Mr. Folino was executive chairman of the board of Emulex Corporation, an information technology product manufacturer specializing in servers, network and storage devices for data centers, from 2006 until his retirement in 2011, and continued as a board member until 2015. Previously, he served as a director of Emulex since 1993, as chairman from 2002 to 2006, and as Chief Executive Officer from 1993 to 2006. Mr. Folino serves on the board of Microsemi Corporation, a provider of semiconductor solutions, Lantronix, Inc., a provider of device networking and remote access products for remote IT management, Commercial Bank of California, a full-service FDIC-insured community bank, and on several charitable organizations. | ||||
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| Board Committees Audit Compensation Nominating and Corporate Governance Strategic Planning Other Public Company Boards Microsemi Corporation Lantronix, Inc. | Qualifications and Experience Mr. Folino brings significant expertise regarding information technology and intellectual property. With his strong executive background, Mr. Folino provides valued input on a variety of leadership, strategy, corporate governance and organizational matters. His extensive experience as a director of publicly-traded companies is particularly useful for his service as our Chairman of the Board. | ||||
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| Frank D. Martell | | ||||
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Mr. Martell has served as our President and Chief Executive Officer
since March 2017. Prior to that he served as our Chief Financial Officer (August 2011 to April 2016) and Chief Operating Officer
. Before joining the Company, Mr. Martell served as the President and Chief
of the Western Institutional Review Board (2010 to 2011), a leading provider of review, approval and oversight for clinical research studies involving human subjects,
before that as Chief Financial Officer of Information Services Group, Inc.
Advantage Solutions (2009 to 2010). From 1996 to 2006, Mr. Martell held various leadership positions at ACNielsen Corporation, including President of Asia Pacific and Emerging Markets, Executive Vice President of the Marketing Information Group, and Chief
of BV Investment Partners, L.P., a
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| Claudia Fan Munce | | ||||
| Age 58 Director since 2017 | Biographical Information Ms. Munce has served as a Venture Advisor at New Enterprise Associates (NEA), one of the world's largest and most active venture capital firms, since January 2016. Previously, she served as a Managing Director of IBM Venture Capital Group and Vice President of Corporate Strategy at IBM Corp. from 2004 to 2015; Director of Strategy, IBM Venture Capital Group from 2003 to 2004; and Head of Technology Transfer and Licensing, IBM Research from 1994 to 2000. Ms. Munce serves on the board of directors of Best Buy Co., Inc., a retailer of electronic goods and services, and Bank of the West, a wholly-owned subsidiary of BNP Paribas, as well as several industry boards. | ||||
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| Board Committees Strategic Planning Other Public Company Boards Best Buy Co., Inc. | Qualifications and Experience Ms. Munce brings extensive experience in identifying emerging technologies and helping firms advance growth, and provides particular expertise in technology, innovation and strategy. This experience is particularly useful as a member of our Strategic Planning Committee. | ||||
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| Thomas C. O'Brien | | ||||
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| Mr. O'Brien served as the Chief Executive Officer and President of Insurance Auto Auctions Inc., a provider of specialized services for automobile insurance
directors of PartsTrader Markets Limited, an online tendering system based in New Zealand. He previously served on the board of directors of KAR Auction Services, Inc., a provider of vehicle auction services in North America,
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Compensation
Nominating and Corporate Governance (Chair) | Qualifications and Experience As a result of his experience as a | ||||
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| Qualifications and Experience Mr. Raina brings extensive experience in identifying emerging technologies and helping firms advance growth, and contributes deep experience in technology services, business services, risk management and investment strategies. This experience is particularly useful as a member of our Strategic Planning Committee. | ||||
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| Jaynie Miller Studenmund | | ||||
| Age 63 Director since 2012 | Biographical Information From January 2001 to January 2004, Ms. Studenmund was Chief Operating Officer of Overture Services, Inc., the creator of paid search advertising, which was acquired by Yahoo, Inc. From 1999 to 2001, Ms. Studenmund was President and Chief Operating Officer of PayMyBills.com, a leading online bill management company. Prior to this, Ms. Studenmund held senior positions in the financial services industry, serving as Executive Vice President and head of retail banking at Great Western Bank and Home Savings Bank (now part of JPMorgan Chase) from 1995 to 1997, and as Executive Vice President and head of retail banking and Chief Marketing Officer at First Interstate Bank (now part of Wells Fargo) from 1984 to 1995. Ms. Studenmund has served as a director of Pinnacle Entertainment, Inc., an owner, operator and developer of casinos and related hospitality and entertainment facilities, since March 2012; as a director for several public funds as well as other funds for Western Asset Management, a major fixed income fund, since 2004; and as a director of several private companies. Previously, Ms. Studenmund served as a director of LifeLock, Inc., an identity theft protection company (2015 to 2017), Orbitz Worldwide, Inc., an online travel company (2007 to February 2014), and eHarmony, an online dating service and match provider. Ms. Studenmund has more than 35 years of executive management and operational experience across a diverse group of businesses and is also a seasoned director. | ||||
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| Board Committees Compensation Nominating and Corporate Governance Other Public Company Boards Pinnacle Entertainment, Inc. Western Asset Management | Qualifications and Experience Ms. Studenmund has spent much of her career in financial services, including serving as the senior executive for some of the largest consumer and | ||||
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| David F. Walker | | ||||
| Director
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Program of Accountancy at the University of South Florida in St. Petersburg
Distinction in Social Responsibility and Corporate Reporting at the University during that time. From 1986 to 2002, Mr. Walker was a partner with Arthur Andersen LLP,
in June 2010. Mr. Walker also serves on the boards of CommVault Systems, Inc., a data and information management
and Chico's FAS, Inc., a women's specialty retailer, where he is currently Chairman of the Board. Mr. Walker previously served as a director of Technology Research Corporation, Inc.
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Audit (Chair) Strategic Planning
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CommVault Systems, Inc. | Qualifications and Experience Mr. Walker is a certified public accountant and certified fraud examiner. His extensive experience in public accounting and on corporate boards, including as chairman of the board of Chico's and a past and present chair of other audit committees, together with his role as an NACD Board Leadership Fellow, contribute to the Board's oversight of our financial reporting, controls and risk management. Mr. Walker's background is particularly useful for his service as Chair of our Audit Committee and member of our | ||||
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| Mary Lee Widener | | ||||
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| Ms. Widener is a community investment consultant. From 1974 until her retirement in 2009, Ms. Widener was President and Chief Executive Officer of Neighborhood Housing Services of America, Inc., a
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Audit | Qualifications and Experience Given her extensive experience with organizations dedicated to revitalizing neighborhoods and increasing homeownership opportunities, Ms. Widener brings to our Board a valuable perspective on housing policy. She provides a strong understanding of the opportunities we have to improve home ownership in underserved communities and the challenges residents face in purchasing homes in those communities. Her executive experience is also particularly relevant background for her service as a member of our Audit Committee. | ||||
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OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE CORELOGIC, INC. 2018 PERFORMANCE INCENTIVE PLAN. UNLESS OTHERWISE SPECIFIED BY YOU IN THE PROXY YOU SUBMIT, THE PROXIES SOLICITED BY OUR BOARD WILL BE VOTED "FOR" THIS PROPOSAL. | | |||||||||||
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At the annual meeting, stockholders will be asked to approve the CoreLogic, Inc. 2018 Performance Incentive Plan (the "2018 Plan"), which was adopted, subject to stockholder approval, by the Board on March 7, 2018.
The Company believes that incentive and stock-based awards focus employees on the objectives of creating stockholder value and promoting the success of the Company, and that incentive compensation plans like the proposed 2018 Plan are an important tool to attract, retain and motivate Company employees.
The Company currently maintains the CoreLogic, Inc. Amended and Restated 2011 Performance Incentive Plan (the "2011 Plan"). As of March 9, 2018, a total of 2,954,255 shares of the Company's common stock were then subject to outstanding awards granted under the 2011 Plan, and an additional 8,213,668 shares of the Company's common stock were then available for new award grants under the 2011 Plan (which would permit the Company to grant a total of approximately 4,106,834 full-value awards under the 2 to 1 fungible share counting ratio currently contained in the 2011 Plan). Of the 2,954,255 shares subject to outstanding awards, 489,503 were subject to stock options, 1,324,076 were subject to restricted stock units (other than performance-based stock units such as PBRSUs) and 1,140,676 were subject to performance-based stock units (such as PBRSUs). The number of shares subject to outstanding awards and the number of shares available for new awards reported above both assume that the 1,140,676 outstanding performance-based stock units are paid out at the maximum performance level. If any of the 1,140,676 outstanding performance-based stock units are paid out below the maximum level (or fail to become payable at all) based on actual performance, the number of shares subject to outstanding awards would decrease and the number of shares available for new awards would increase by the same amount. Except as specifically noted, all of the share numbers reported in this paragraph are actual share amounts, and do not give effect to the 2 to 1 fungible share counting ratio currently contained in the 2011 Plan.
The Board of Directors believes that the number of shares currently available under the 2011 Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives. If stockholders approve the 2018 Plan, no new awards will be granted under the 2011 Plan after the Annual Meeting. In that case, the number of shares of the Company's common stock that remain available for award grants under the 2011 Plan immediately prior to the Annual Meeting will become available for award grants under the 2018 Plan. An additional 3,300,000 shares of the Company's common stock will also be made available for award grants under the 2018 Plan. In addition, if stockholders approve the 2018 Plan,
any shares of common stock subject to outstanding awards under the 2011 Plan or our legacy 2006 Incentive Compensation Plan (the "2006 Plan") that expire, are cancelled, or otherwise terminate after the Annual Meeting will also be available for award grant purposes under the 2018 Plan. Based solely on the closing price of the Company's common stock as reported by the NYSE on March 9, 2018, the maximum aggregate market value of the additional 3,300,000 new shares of common stock that could be issued under the 2018 Plan is approximately $154 million.
If stockholders do not approve the 2018 Plan, the Company will continue to have the authority to grant awards under the 2011 Plan. If stockholders approve the 2018 Plan, the termination of our grant authority under the 2011 Plan will not affect awards then outstanding under 2011 Plan.
Summary Description of the 2018 Performance Incentive Plan
The principal terms of the 2018 Plan are summarized below. The following summary is qualified in its entirety by the full text of the 2018 Plan, which appears asAppendix B to this proxy statement.
Purpose. The purpose of the 2018 Plan is to promote the success of the Company by providing an additional means for us to attract, motivate, retain and reward selected employees and other eligible persons through the grant of awards. Equity-based awards are also intended to further align the interests of award recipients and our stockholders.
Administration. Our Board of Directors or one or more committees appointed by our Board of Directors will administer the 2018 Plan. Our Board of Directors has delegated or will delegate general administrative authority for the 2018 Plan to the Compensation Committee. The Board of Directors or a committee thereof (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under the 2018 Plan. (The appropriate acting body, be it the Board of Directors or a committee or other person within its delegated authority is referred to in this proposal as the "Administrator").
The Administrator has broad authority under the 2018 Plan, including, without limitation, the authority to:
number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the Administrator may authorize, or by any other form permitted by law;
No Repricing. In no case (except due to an adjustment to reflect a stock split or other event referred to under "Adjustments" below, or any repricing that may be approved by stockholders) will the Administrator (1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award.
Eligibility. Persons eligible to receive awards under the 2018 Plan include officers and employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries. Currently, approximately 5,967 officers and employees of the Company and its subsidiaries (including all of the Company's named executive officers who remain employed), and each of the ten members of the Board who are not employed by the Company or any of its subsidiaries ("non-management directors"), are considered eligible under the 2018 Plan.
Aggregate Share Limit. The maximum number of shares of the Company's common stock that may be issued or transferred pursuant to awards under the 2018 Plan equals the sum of the following (such total number of shares, the "Share Limit"):
As of March 9, 2018, approximately 8,213,668 shares were available for additional award grant purposes under the 2011 Plan, approximately 489,503 shares were subject to stock options then outstanding under the 2011 Plan, approximately 107,050 shares were subject to stock options then outstanding under the
2006 Plan, approximately 1,324,076 shares were subject to restricted stock and restricted stock unit awards (other than performance-based stock units such as PBRSUs) then outstanding under the 2011 Plan, approximately 1,140,676 shares were subject to performance-based stock units, such as PBRSUs then outstanding under the 2011 Plan, and no shares were subject to restricted stock and restricted stock unit awards then outstanding under the 2006 Plan. The number of shares subject to outstanding awards under the 2011 Plan and the number of shares available for new awards reported above both assume that the 1,140,676 outstanding performance-based stock units are paid out at the maximum performance level. If any of the 1,140,676 outstanding performance-based stock units are paid out below the maximum level (or fail to become payable at all) based on actual performance, the number of shares subject to outstanding awards under the 2011 Plan would decrease and the number of shares available for new awards under the 2011 Plan would increase by the same amount. As noted above, no additional awards will be granted under the 2011 Plan if stockholders approve the 2018 Plan.
Shares issued in respect of any "full-value award" granted under the 2018 Plan will be counted against the Share Limit as two shares for every one share actually issued in connection with the award. For example, if the Company granted a bonus of 100 shares of its common stock under the 2018 Plan, 200 shares would be counted against the Share Limit with respect to that award. For this purpose, a "full-value award" generally means any award granted under the 2018 Plan other than a stock option or stock appreciation right.
Additional Share Limits. The following other limits are also contained in the 2018 Plan. These limits are in addition to, and not in lieu of, the Share Limit for the plan described above and, in the case of share-based limits, are applied on a one-for-one basis without applying the premium share-counting ratio for full-value awards discussed above.
Share-Limit Counting Rules. The Share Limit of the 2018 Plan is subject to the following rules:
shall be counted against the Share Limit. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be charged against the Share Limit with respect to such exercise.)
In addition, the 2018 Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2018 Plan. The Company may not increase the applicable share limits of the 2018 Plan by repurchasing shares of common stock on the market (by using cash received through the exercise of stock options or otherwise).
Types of Awards. The 2018 Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in the Company's common stock or units of the Company's common stock, as well as cash bonus awards. The 2018 Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash.
A stock option is the right to purchase shares of the Company's common stock at a future date at a specified price per share (the "exercise price"). The per share exercise price of an option generally may not
be less than the fair market value of a share of the Company's common stock on the date of grant. The maximum term of an option is ten years from the date of grant. An option may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described under "Federal Income Tax Consequences of Awards Under the 2018 Plan" below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the U.S. Internal Revenue Code (the "Code") and the 2018 Plan. Incentive stock options may only be granted to employees of the Company or a subsidiary.
A stock appreciation right is the right to receive payment of an amount in cash or shares of common stock equal to the excess of the fair market value of a share of the Company's common stock on the date of exercise of the stock appreciation right over the base price of the stock appreciation right. The base price will be established by the Administrator at the time of grant of the stock appreciation right and generally may not be less than the fair market value of a share of the Company's common stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant.
The other types of awards that may be granted under the 2018 Plan include, without limitation, stock bonuses, restricted stock, performance stock, stock units or phantom stock (which are contractual rights to receive shares of stock, or cash based on the fair market value of a share of stock), dividend equivalents which represent the right to receive a payment based on the dividends paid on a share of stock over a stated period of time, or similar rights to purchase or acquire shares, and cash awards. The types of cash awards that may be granted include the opportunity to receive a payment for the achievement of one or more goals as well as discretionary cash awards.
Any awards under the 2018 Plan (including awards of stock options and stock appreciation rights) may be fully-vested at grant or may be subject to time- and/or performance-based vesting requirements.
Dividend Equivalents; Deferrals. The Administrator may provide for the deferred payment of awards, and may determine the other terms applicable to deferrals. The Administrator may provide that awards granted under the 2018 Plan (other than options or stock appreciation rights), and/or deferrals, earn dividends or dividend equivalents based on the amount of dividends paid on outstanding shares of common stock, provided that as to any dividend equivalent rights granted in connection with an award granted under the 2018 Plan that is subject to performance-based vesting requirements, no dividend equivalent payment will be made unless the related performance-based vesting conditions of the award are satisfied (or, in the case of a restricted stock or similar award where the dividend must be paid as a matter of law, the dividend payment will be subject to forfeiture or repayment, as the case may be, if the related performance-based vesting conditions are not satisfied).
Assumption and Termination of Awards. If an event occurs in which the Company does not survive (or does not survive as a public company in respect of its common stock), including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of the Company, awards then-outstanding under the 2018 Plan will not automatically become fully vested pursuant to the provisions of the 2018 Plan so long as such awards are assumed, substituted for or otherwise continued. However, if awards then-outstanding under the 2018 Plan are to be terminated in such circumstances (without being assumed or substituted for), such awards would generally become fully vested, subject to any exceptions that the Administrator may provide for in an applicable award agreement, and any award or portion thereof that, by its terms, does not accelerate and vest in the circumstances, will also terminate. The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2018 Plan. For example, the Administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event or in connection with a termination of the award holder's employment. For the treatment of outstanding equity awards held by the named executive officers in
connection with a termination of employment and/or a change in control of the Company, please see the "Potential Payments Upon Termination or Change in Control" section below.
Transfer Restrictions. Subject to certain exceptions contained in Section 5.6 of the 2018 Plan, awards under the 2018 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient's lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient's beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting securities are held by the award recipient or by the recipient's family members).
Adjustments. As is customary in incentive plans of this nature, the Share Limit and the number and kind of shares available under the 2018 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.
No Limit on Other Authority. Except as expressly provided with respect to the termination of the authority to grant new awards under the 2011 Plan if stockholders approve the 2018 Plan, the 2018 Plan does not limit the authority of the Board of Directors or any committee appointed by the Board to grant awards or authorize any other compensation, with or without reference to the Company's common stock, under any other plan or authority.
Termination of or Changes to the 2018 Plan. The Board of Directors may amend or terminate the 2018 Plan at any time and in any manner. Stockholder approval for an amendment will be required only to the extent then required by applicable law or deemed necessary or advisable by the Board of Directors. Unless terminated earlier by the Board of Directors and subject to any extension that may be approved by stockholders, the authority to grant new awards under the 2018 Plan will terminate on March 6, 2028. Outstanding awards, as well as the Administrator's authority with respect thereto, generally will continue following the expiration or termination of the 2018 Plan. Generally, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder.
U.S. Federal Income Tax Consequences of Awards under the 2018 Plan
The U.S. federal income tax consequences of the 2018 Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the 2018 Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences.
With respect to nonqualified stock options, the Company is generally entitled to deduct and the participant recognizes taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, the Company is generally not entitled to a deduction nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax.
The current federal income tax consequences of other awards authorized under the 2018 Plan generally follow certain basic patterns: nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only
at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses, stock appreciation rights, cash and stock-based performance awards, dividend equivalents, stock units, and other types of awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes income.
If an award is accelerated under the 2018 Plan in connection with a "change in control" (as this term is used under the Code), the Company may not be permitted to deduct the portion of the compensation attributable to the acceleration ("parachute payments") if it exceeds certain threshold limits under the Code (and certain related excise taxes may be triggered). Furthermore, the aggregate compensation in excess of $1,000,000 paid in any calendar year to the Company's current or former named executive officers will not be permitted to be deducted by the Company unless certain grandfathering exceptions apply.
Specific Benefits under the 2018 Performance Incentive Plan
The Company has not approved any awards that are conditioned upon stockholder approval of the 2018 Plan. The Company is not currently considering any other specific award grants under the 2018 Plan, other than the annual grants of restricted stock units to our non-management directors described in the following paragraph. If the 2018 Plan had been in existence in fiscal 2017, the Company expects that its award grants for fiscal 2017 would not have been substantially different from those actually made in that year under the 2011 Plan. For information regarding stock-based awards granted to the Company's named executive officers during fiscal 2017, see the material under the heading "Executive Compensation" below.
As described under "Director Compensation" below, our current compensation policy for non-management directors provides for each non-management director to receive an annual award of restricted stock units, with the number of shares subject to each award to be determined by dividing $160,000 (for awards granted beginning in fiscal 2018) by the closing price of our common stock on the day of our annual meeting or, in the event of an out-of-cycle annual meeting, such earlier date approved by the Board as described below. Assuming, for illustrative purposes only, that the price of the common stock used for the conversion of the dollar amount set forth above into shares is $50.00, the number of shares that would be allocated to the Company's ten non-management directors as a group pursuant to the annual grant formula is approximately 32,000 per year for an aggregate ten-year total of 320,000. This figure represents the aggregate number of shares that would be subject to the annual grants under the director equity grant program for calendar years 2019 through 2028 (the ten remaining years in the term of the 2018 Plan, assuming the plan is approved) based on that assumed stock price. This calculation also assumes that there are no new eligible directors, there continue to be ten eligible directors seated and there are no changes to the awards granted under the director equity grant program.
The following paragraphs include additional information to help you assess the potential dilutive impact of the Company's equity awards and the 2018 Plan.
In order to help stockholders calculate the total number of shares of the Company's common stock subject to outstanding awards and available for the grant of new awards (what's commonly referred to as the Company's "overhang"), the following table shows the total number of shares of the Company's common stock that were subject to outstanding stock and stock unit awards granted under the 2011 Plan, that were subject to outstanding stock options granted under the 2011 Plan, and that were then available for new award grants under the 2011 Plan as of December 31, 2017 and as of March 9, 2018. In the table below, the number of shares subject to outstanding performance-based stock units such as PBRSUs and the number of shares available for new awards both assume that all outstanding performance-based stock units
are paid out at the maximum performance level. All of the share numbers reported in the table below are actual share amounts, and do not give effect to the 2 to 1 fungible share counting ratio contained in the 2011 Plan.
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Shares subject to outstanding restricted stock and restricted stock unit awards (excluding performance-based vesting awards) | 1,308,749 | 1,324,076 | ||||||||||||
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Shares subject to outstanding performance-based vesting stock unit awards | 1,318,914 | 1,140,676 | ||||||||||||
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Shares subject to outstanding stock options | 788,825 | 489,503 | ||||||||||||
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Shares available for new award grants | 8,490,159 | 8,213,668 | ||||||||||||
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In addition to the 2011 Plan, we also maintain the 2012 Employee Stock Purchase Plan (the "2012 ESPP") which generally provides for broad-based participation by employees of the Company (and certain of its subsidiaries) and affords employees who elect to participate an opportunity to purchase shares of the Company's common stock at a discount. Certain information regarding the number of shares of Company common stock available for issuance under the 2012 ESPP is included under the heading "Securities Authorized for Issuance under Equity Compensation Plans" below. The discussion that follows in this "Potential Dilution" section does not include any shares that have been purchased under, may be purchased in the current purchase period under, or remain available for issuance or delivery under the 2012 ESPP.
The Company also has outstanding awards under the 2006 Plan. There were zero (0) shares of the Company's common stock available for new award grants under the 2006 Plan as of December 31, 2017 and March 9, 2018. As of December 31, 2017 and March 9, 2018, there were zero (0) shares of stock subject to outstanding stock and stock unit awards and 397,573 and 107,050 shares of stock subject to outstanding options granted under the 2006 Plan.
Other than the 2011 Plan, the 2012 ESPP and the 2006 Plan, we do not have any other plans or arrangements in place under which shares of the Company's common stock are eligible to be awarded or under which there are outstanding awards with respect to shares of the Company's common stock.
As of December 31, 2017, the Company's outstanding stock options had a weighted average exercise price of $20.67 and a weighted average remaining term of 2.3 years.
The weighted-average number of shares of the Company's common stock issued and outstanding in each of the last three fiscal years was 89,070,035 shares issued and outstanding in 2015; 87,501,882 shares issued and outstanding in 2016; and 83,499,390 shares issued and outstanding in 2017. The number of shares of the Company's common stock issued and outstanding as of December 31, 2017 and March 9, 2018 was 83,499,390 and 81,539,072, respectively.
In order to help stockholders calculate the Company's share usage over the last three years (what's commonly referred to as the Company's "burn rate"), the total number of shares of the Company's common stock subject to awards that the Company granted under the 2011 Plan in each of the last three fiscal years, and to date (as of March 9, 2018) for 2018, are as follows. For purposes of the following disclosure, the number of shares granted subject to performance-based stock units such as PBRSUs is based on the maximum level of performance achieved, other than for 2015, for which the number of shares granted subject to performance-based stock units is based on the actual performance level achieved, which
was not the maximum level. All of the numbers reported below are actual share amounts, and do not give effect to the 2 to 1 fungible share counting ratio contained in the plan.
Thus, the total number of shares of the Company's common stock subject to awards granted under the 2011 Plan per year over the last three fiscal years (2015, 2016 and 2017) has been, on average, 1.6% of the weighted-average number of shares of the Company's common stock issued and outstanding. Performance-based vesting awards have been included above in the year in which the award was granted. The actual number of performance-based restricted stock unit awards such as PBRSUs that became eligible to vest each year because the applicable performance-based condition was satisfied in that year (subject to the satisfaction of any applicable time-based vesting requirements) was as follows: 246,050 in 2015, 340,047 in 2016, 216,471 in 2017, and 0 to date (as of March 9, 2018) in 2018.
The total number of shares of our common stock that were subject to awards granted under the 2011 Plan or 2006 Plan that terminated or expired, and thus became available for new award grants under the 2011 Plan, in each of the last three fiscal years, and to date (as of March 9, 2018) in 2018, are as follows: 198,269 in 2015, 227,349 in 2016, 232,069 in 2017, and 13,164 in 2018. The total number of shares of our common stock that were subject to awards granted under the 2011 Plan or 2006 Plan and that were withheld to cover tax withholding obligations arising with respect to the award (other than stock options and stock appreciation rights), and thus became available for new award grants under the 2011 Plan, in each of the last three fiscal years, and to date (as of March 9, 2018) in 2018, are as follows: 406,627 in 2015, 299,586 in 2016, 352,136 in 2017, and 100,414 in 2018. Shares subject to 2011 Plan or 2006 Plan awards that terminated or expired, or were withheld to cover tax withholding obligations arising with respect to the award (other than stock options and stock appreciation rights), and became available for new award grants under the 2011 Plan have been included when information is presented in this 2018 Plan proposal on the number of shares available for new award grants under the 2011 Plan.
The Compensation Committee anticipates that the 3,300,000 additional shares requested for the 2018 Plan (together with the shares available for new award grants under the 2011 Plan on the date of our annual meeting and assuming usual levels of shares becoming available for new awards as a result of forfeitures of
outstanding awards) will provide the Company with flexibility to continue to grant equity awards under the 2018 Plan through approximately the end of 2022 (reserving sufficient shares to cover potential payment of performance-based awards at maximum payment levels). However, this is only an estimate, in the Company's judgment, based on current circumstances. The total number of shares that is subject to the Company's award grants in any one year or from year-to-year may change based on a number of variables, including, without limitation, the value of the Company's common stock (since higher stock prices generally require that fewer shares be issued to produce awards of the same grant date fair value), changes in competitors' compensation practices or changes in compensation practices in the market generally, changes in the number of employees, changes in the number of directors and officers, whether and the extent to which vesting conditions applicable to equity-based awards are satisfied, acquisition activity and the need to grant awards to new employees in connection with acquisitions, the need to attract, retain and incentivize key talent, the type of awards the Company grants, and how the Company chooses to balance total compensation between cash and equity-based awards.
The closing market price for a share of the Company's common stock as of March 9, 2018 was $46.74 per share.
Vote Required for Approval of the 2018 Performance Incentive Plan
The Board believes that the adoption of the 2018 Plan will promote the interests of the Company and its stockholders and will help the Company and its subsidiaries continue to be able to attract, retain and reward persons important to our success.
All members of the Board and all of the Company's executive officers are eligible for awards under the 2018 Plan and thus have a personal interest in the approval of the 2018 Plan.
Approval of the 2018 Plan requires the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved). Abstentions will have the same effect as a vote "against" this proposal, and broker-non votes will not be counted in determining the outcome of this proposal.
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE 2018 PERFORMANCE INCENTIVE PLAN AS DESCRIBED ABOVE AND SET FORTH INAPPENDIX B HERETO.
PROPOSAL 3. Approval, on an Advisory Basis, of the Compensation of |
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OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE SEC'S EXECUTIVE COMPENSATION DISCLOSURE RULES. UNLESS OTHERWISE SPECIFIED BY YOU IN THE PROXY YOU SUBMIT, THE PROXIES SOLICITED BY OUR BOARD WILL BE VOTED "FOR" THIS PROPOSAL. | | |||||||||||
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We are providing our stockholders with the opportunity to cast a non-binding vote to approve, on an advisory basis, the compensation of our named executive officers, or NEOs, as disclosed pursuant to the SEC's executive compensation disclosure rules and set forth in this proxy statement (including in the compensation tables and narratives accompanying those tables as well as in the Compensation"Compensation Discussion and AnalysisAnalysis" section below).
As described more fully in the Compensation Discussion and Analysis section below, our compensation program is heavily weighted toward performance-based compensation that provides a direct link between rigorous goals for corporate performance and pay outcomes for our executive officers. Our annual incentive plan also ties pay outcomes to the achievement of key strategic objectives that we believe will drive longer-term value to stockholders. We believe that our compensation program provides effective incentives for strong operating results by appropriately aligning pay and performance.
We pay for performance. Our philosophy is designed to:
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What We Do | | ✓ Review total compensation relative to the median of a ✓ Tie annual incentives to achievement of multiple ✓ Use performance-based vesting for 50% of long-term compensation, tied to achievement of stretch EPS targets and total stockholder return (TSR) relative to our peers ✓ Maintain robust stock ownership guidelines ✓ Maintain a ✓ Use an independent compensation consultant retained directly by the ✓ Require double-trigger for accelerated vesting upon termination of employment following a change in control ✓ Assess annually potential risks relating to the Company's compensation policies and practices | ||||||
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What We Don't Do | | ✗ Incentivize participants to take excessive risks ✗ Award ✗ Allow margining, derivative, or speculative transactions, such as hedges, pledges, and margin accounts, by executive officers ✗ Provide excessive perquisites ✗ Provide excise tax gross-ups upon termination with a change in control or for other awards ✗ Allow for repricing of stock options without stockholder approval ✗ Pay "single-trigger" change-of-control cash payments or have "single-trigger" equity acceleration | ||||||
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Our compensation programWe rewarded strong financial results. Our 20162017 financial performance met or exceeded targets on all metrics other than revenue (impacted by market volume declines), and resulted in above-target payouts.payouts overall. Results for revenue, adjusted EBITDA and free cash flow generated funding of the ICP (ourour annual cash bonus plan)plan, the ICP, at 146%122.7% of target.target for NEOs.
Notwithstanding these strong results, managementWe also considered and, the Compensation Committee reduced bonus payouts by 5%.as appropriate, rewarded our most significant strategic accomplishments. DespiteOur decisions on ICP awards took into consideration a number of key accomplishments in 2017 across our strong financial resultsthree strategic focus areas (growth and above-target payout, management recommendedscale, operational excellence and the Compensation Committee approved a reduction in ICP funding by 5% across the enterprise because acquisition-related assumptions used in setting target performancehigh performing organization).
We did not meet timing expectations. This reduced the calculated bonus funding to 139% of target. In addition, the payout for the strategic goals portion of the ICP, relative to the funded amount, was increased for one NEO, reduced for one NEO, and unchanged for three NEOs. Finally, results for adjusted EPS and our three-year total stockholder return
relative to our peer group generated a payout of 124.5% in our long-term performance share plan for 2014-2016.
Nomake across the board increaseincreases in base salaries for 4ththe 5th consecutive year. Notwithstanding strong operating results, consistent with our practices in recent years, the Compensation Committee
did not increase NEO base salaries for 2016,2017, except for Mr. BalasMartell in consideration of his promotion to Chief Financial Officer.President and CEO.
Please seeAppendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and free cash flowFCF to the most directly comparable GAAP financial measures.
As required by Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC, the Board of Directors requests your advisory vote to approve the following resolution at the Annual Meeting:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby APPROVED."
This proposal to approve the compensation paid to our NEOs is advisory only and will not be binding upon us or the Board of Directors, and will not be construed as overruling a decision by us or the Board of Directors or creating or implying any additional fiduciary duty for us or our Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our stockholders. The Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements.
Our current policy is to provide stockholders with an annual opportunity to approve the compensation of the NEOs. We have included a proposal in this proxy statement for an advisory vote on the frequency of future advisory votes on the compensation of our NEOs and are recommending that we continue with the current policy of holding such a vote every year. Accordingly, if stockholders approve EVERY ONE YEAR as the preferred frequency option in Proposal 3, we expect theThe next advisory vote on the compensation of our NEOs will occur at the 20182019 annual meeting of stockholders.
Approval, on an advisory basis, of the compensation of our NEOs requires the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved). Abstentions will have the same effect as a vote "against" this proposal, and broker-non votes will not be counted in determining the outcome of this proposal.
We are providing our stockholders with the opportunity to cast a non-binding, advisory vote for their preference as to how frequently we should seek future advisory votes on the compensation of our NEOs as disclosed pursuant to the SEC's compensation disclosure rules. By voting on this proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes on NEO compensation every one, two, or three years.
Consistent with the views our stockholders expressed in 2011, we have held our advisory vote on the compensation of our NEOs every year since then. The Board is recommending that the annual advisory vote be continued so that stockholders may continue to provide timely, direct input on our executive compensation program.
This vote is advisory, which means that the vote will not be binding upon us or the Board of Directors, or the Compensation Committee, and will not be construed as overruling a decision by us or the Board of Directors or creating or implying any additional fiduciary duty for us or our Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our stockholders. The Compensation Committee will consider the outcome of the vote in considering the frequency with which the advisory vote on compensation of our NEOs will be held in the future.
The Board recommends that you vote for the advisory vote on executive compensation to be held every one year.
Under our Bylaws, the affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal is required to approve, on a non-binding, advisory basis, a frequency option for future advisory votes on executive compensation (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted in favor of one of the frequency options for it to be approved). However, if no frequency option receives the affirmative vote of at least a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting, then the Board of Directors will consider the option receiving the highest number of votes as the preferred option of the stockholders. Abstentions have the effect of votes "AGAINST" each of the frequency options in determining whether any of the frequency options has been approved by a majority of the shares of our common stock represented at the Annual Meeting and entitled to vote on the proposal, but will not be counted in determining the frequency option receiving the highest number of votes. Broker non-votes will not be counted in determining the outcome of this proposal.
PROPOSAL 4. Ratification of Auditor |
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OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE SELECTION OF PwC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. UNLESS OTHERWISE SPECIFIED BY YOU IN THE PROXY YOU SUBMIT, THE PROXIES SOLICITED BY OUR BOARD WILL BE VOTED "FOR" THIS PROPOSAL. | | |||||||||||
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The Audit Committee of the Board of Directors (the "Audit Committee") is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company's financial statements. The Audit Committee conducts an annual evaluation of the independent registered public accounting firm's qualifications, performance, and independence. The Audit Committee exercises sole authority to approve all audit engagement fees. In addition to ensuring the regular rotation of the lead audit engagement partner at least every five years as required by law, the Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit engagement partner.
The Audit Committee has selected PricewaterhouseCoopers LLP ("PwC") to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2018. PwC has audited the historical consolidated financial statements of our Company or itssince June 2010, and of our predecessor, The First American Corporation, for all annual periods since 1954. To help ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.
Representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions.
Selection of our independent registered public accounting firm is not required to be submitted for stockholder approval by our Bylaws, but the Audit Committee is seeking ratification of its selection of PwC from our stockholders as a matter of good corporate governance. If the stockholders do not ratify this selection, the Audit Committee will reconsider its selection of PwC and will either continue to retain PwC or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders' best interests.
Ratification of the selection of PwC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 20172018 requires the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the matter (meaning that
of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved). Abstentions will have the same effect as a vote "against" this proposal. We do not expect any broker non-votes on this matter.
Report of the Audit Committee |
The following report of the Audit Committee is not soliciting material, is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in such filing.
The Audit Committee consists of five non-management directors: Messrs. Walker, Chatham, Dorman and Folino and Ms. Widener. All of the members meet the independence criteria and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Audit Committee has certain duties and powers as described in its written charter adopted by the Board of Directors. A copy of the charter can be found under "Investors-Leadership & Governance-Highlights" on the Company's website at www.corelogic.com.
The Audit Committee reviews the Company's accounting policies and financial reporting and disclosure practices, system of internal controls, internal audit process and the process for monitoring compliance with laws, regulations and corporate policies on behalf of the Board of Directors. The Company's management is responsible for establishing and maintaining adequate internal controlscontrol over financial reporting, for preparing the financial statements and for the public reporting process. The Audit Committee has reviewed the Company's audited consolidated financial statements and discussed them with management, although the Audit Committee members are not the auditors or certifiers of the Company's financial statements.
PwC, the Company's independent registered public accounting firm for 2016,2017, is responsible for expressing opinions on the conformity of the Company's audited financial statements with generally accepted accounting principles and on the Company's internal control over financial reporting. The Audit Committee has discussed with PwC the matters required to be discussed by applicable auditing standards. The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee, and has discussed with PwC its independence.
Based on the reviews and discussions noted above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 20162017 and be filed with the U.S. Securities and Exchange Commission.
Audit Committee
David F. Walker (Chairman)
J. David Chatham
John C. Dorman
Paul F. Folino
Mary Lee Widener
Independent Auditor Information |
Principal Accounting Fees and Services |
The Audit Committee oversees the audit and non-audit services provided by PwC and receives periodic reports on the fees paid. The aggregate fees billed for each of the last two fiscal years for professional services rendered by PwC in the four categories of service set forth in the table below are as follows:
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Aggregate fees billed in year | | | 2016 | | | 2015 | | Aggregate fees billed in year | | | 2017 | | | 2016 | | |||||||||||||
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Audit Fees | $ | 2,861,040 | $ | 2,977,369 | Audit Fees | $ | 3,088,466 | $ | 2,861,040 | |||||||||||||||||||
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Audit-Related Fees(1) | 231,600 | 596,000 | Audit-Related Fees(1) | 1,326,016 | 231,600 | |||||||||||||||||||||||
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Tax Fees(2) | 41,057 | 48,305 | Tax Fees(2) | 118,162 | 41,057 | |||||||||||||||||||||||
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All Other Fees(3) | 16,228 | 5,638 | All Other Fees(3) | 13,889 | 16,228 | |||||||||||||||||||||||
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Total Fees | $ | 3,149,925 | $ | 3,627,312 | Total Fees | $ | 4,546,534 | $ | 3,149,925 | |||||||||||||||||||
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Policy on Audit Committee Pre-Approval of Audit and Nonaudit Services of Independent Auditor |
The Audit Committee retained PwC (along with other accounting firms) to provide non-audit services in 2016.2017. We understand the need for PwC to maintain objectivity and independence as the auditor of our financial statements and our internal control over financial reporting. Accordingly, the Audit Committee has established the following policies and processes related to audit and non-audit services.
The Audit Committee's policy is to pre-approve all engagements of our independent registered public accounting firm for audit and non-audit services. The Audit Committee's pre-approval policy identifies specific services and assigns pre-approved spending thresholds for each group of non-audit services. This policy works in conjunction with our independent registered public accounting firm's annual audit services fee schedule, which is also approved by the Audit Committee. Any services not pre-approved or not covered by the policy or the audit services fee schedule are submitted to the Audit Committee's chairman, as the Audit Committee's designee, for review and approval and are subsequently ratified by the Audit Committee at its next meeting as appropriate.
All services provided by PwC during the fiscal years ended December 31, 20162017 and 20152016 were pre-approved by the Audit Committee or its designee.
The Audit Committee has concluded that PwC's provision of audit and non-audit services to the Company is compatible with PwC's independence.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Security Ownership of Certain Beneficial Owners |
The following table sets forth information regarding the ownership of our common stock as of December 31, 20162017 by the persons or groups of stockholders who are known to us to be the beneficial owners of 5% or more of our shares of common stock as of March 6, 2017.2018 (using the number of shares outstanding on this date for calculating the percentage). The information regarding beneficial owners of 5% or more of our shares of common stock is based solely on public filings made by such owners with the SEC.
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| Name of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | Percent of Class | | Name of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | Percent of Class | | ||||||||||||
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| T. Rowe Price Associates, Inc.(1) | 10,308,213 | 11.0% | T. Rowe Price Associates, Inc.(1) | 11,417,907 | 14.0% | ||||||||||||||||||
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| The Vanguard Group(2) | 6,911,533 | 8.0% | The Vanguard Group(2) | 7,151,566 | 8.8% | ||||||||||||||||||
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| BlackRock, Inc.(3) | 6,767,893 | 7.8% | BlackRock, Inc.(3) | 6,974,865 | 8.5% | ||||||||||||||||||
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Security Ownership of Management |
The following table sets forth the total number of shares of our common stock beneficially owned and the percentage of the shares so owned as of March 6, 20172018 by:
Unless otherwise indicated in the notes following the table, the persons listed in the table below are the beneficial owners of the listed shares with sole voting and investment power (or, where applicable, shared power with such individual's spouse and subject to community property laws) over the shares listed. Shares vesting or subject to rights exercisable within 60 days after March 6, 20172018 are treated as outstanding in determining the amount and percentage beneficially owned by a person or entity.
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| Stockholders | | Number of shares of Common Stock | | Percent if greater than 1% | | Stockholders | | Number of shares of Common Stock | | Percent if greater than 1% | | ||||||||||||
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| Directors | Directors | ||||||||||||||||||||||
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| J. David Chatham | 40,443 | — | J. David Chatham | 37,873 | — | ||||||||||||||||||
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| Douglas C. Curling | 40,533 | — | Douglas C. Curling | 43,723 | — | ||||||||||||||||||
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| John C. Dorman | 15,533 | — | John C. Dorman | 18,723 | — | ||||||||||||||||||
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| Paul F. Folino | 11,022 | — | Paul F. Folino | 9,462 | — | ||||||||||||||||||
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| Frank D. Martell | ��410,471 | — | Frank D. Martell | 409,795 | — | ||||||||||||||||||
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| Thomas C. O'Brien | 21,678 | — | Claudia Fan Munce | 1,755 | — | ||||||||||||||||||
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| Jaynie Miller Studenmund | 20,634 | — | Thomas C. O'Brien | 24,868 | — | ||||||||||||||||||
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| David F. Walker | 38,115 | — | Vikrant Raina | 1,755 | — | ||||||||||||||||||
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| Mary Lee Widener | 8,664 | — | Jaynie Miller Studenmund | 23,824 | — | ||||||||||||||||||
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| NEOs who are not directors (1) | David F. Walker | 40,090 | — | ||||||||||||||||||||
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| James Balas | 50,162 | — | Mary Lee Widener | 7,552 | — | ||||||||||||||||||
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| Barry M. Sando | 214,507 | — | Current NEOs who are not directors | ||||||||||||||||||||
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| Stergios Theologides | 132,895 | — | James Balas | 56,671 | — | ||||||||||||||||||
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| All directors and current executive officers as a group (12 persons) | 1,004,657 | 1.2% | Barry M. Sando | 207,446 | — | ||||||||||||||||||
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| Stergios Theologides | 145,015 | — | |||||||||||||||||||||
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| All directors and current executive officers as a group (14 persons) | 883,537 | 1.1% | |||||||||||||||||||||
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The shares set forth in the table above include shares that the following directors and NEOs, as well as directors and current executive officers as a group, have the right to acquire within 60 days of March 6, 20172018 in the amounts set forth below:
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| Stockholders | | Number of shares of Common Stock | | Percent if greater than 1% | | ||||||
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| J. David Chatham | | — | |||||||||
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| Douglas C. Curling | | — | |||||||||
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| John C. Dorman | | — | |||||||||
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| Paul F. Folino | | — | |||||||||
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| Frank D. Martell | — | ||||||||||
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Claudia Fan Munce | 1,755 | — | ||||||||||
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| Thomas C. O'Brien | | — | |||||||||
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Vikrant Raina | 1,755 | — | ||||||||||
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| Jaynie Miller Studenmund | | — | |||||||||
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| David F. Walker | | — | |||||||||
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| Mary Lee Widener | | — | |||||||||
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| James Balas | 27,937 | — | |||||||||
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| Barry M. Sando | 84,411 | — | |||||||||
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Securities Authorized for Issuance under Equity Compensation Plans |
We currently maintain two equity compensation plans: the CoreLogic, Inc. Amended and Restated 2011 Performance Incentive Plan as amended ("2011 Plan") and the 2012 Employee Stock PurchaseESPP. As noted above, the 2006 Plan ("2012 ESPP"). The 2006 Incentive Compensation Plan (the "2006 Plan") was terminated and replaced by the 2011 Plan. We currently have outstanding options under the 20062011 Plan and the 20112006 Plan. Each of the 2011 Plan, the 2012 ESPP and the 2006 Plan was approved by our stockholders. Stockholders are also being asked to approve a new equity compensation plan, the 2018 Plan, as described above.
The following table sets forth, for each of our equity compensation plans, the number of shares of common stock subject to outstanding awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2016.2017.
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| Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights) (1) (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (c) | | ||||||||
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Equity compensation plans approved by stockholders | ||||||||||||||||
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CORPORATE GOVERNANCE AND BOARD MATTERS |
Committees of the Board of Directors; Committee Charters |
There are currently four standing committees of the Board: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Acquisition and Strategic Planning Committee. In addition to the four standing committees, the Board may approve, and has from time to time approved, the creation of special committees or subcommittees to act on behalf of the Board.
Each of the standing committees operates under a written charter adopted by the Board. The charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on the Investors section of our web site under Leadership & Governance—Highlights atwww.corelogic.com. Each committee reviews and reassesses the adequacy of its charter annually, conducts annual evaluations of its performance with respect to its duties and responsibilities as laid out in the charter, and reports regularly to the Board with respect to the committee's activities.
Audit Committee |
We have a standing Audit Committee of the Board of Directors. The current members of the Audit Committee are Messrs. Walker (Chairman), Chatham, Dorman, Folino and Ms. Widener. During 2016,2017, our Audit Committee met six times.
Our Board has determined that each of Messrs. Walker and Dorman is an "audit committee financial expert" within the meaning of the SEC's rules and regulations and that each member of our Audit Committee is "independent" under applicable SEC rules and the listing standards of the NYSE and is "financially literate" under the listing standards of the NYSE.
The functions performed by the Audit Committee include, but are not limited to:
The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters, and for the submission by our employees or third parties of concerns regarding questionable accounting or auditing matters or other ethics and compliance-related matters. Our 24-hour, toll-free hotline is available for the submission of such concerns or complaints at 1-888-632-5395 or concerns or complaints may also be reported online athttps://corelogic.alertline.com. To the extent required by applicable law, individuals wishing to remain anonymous or to otherwise express their concerns or complaints confidentially are permitted to do so.
Compensation Committee |
The current members of the Compensation Committee are Messrs. Chatham (Chairman), Folino, O'Brien and Ms. Studenmund. During 2016, the
Our Board has determined that each member of our Compensation Committee met nine times.
is "independent" under applicable listing standards of the NYSE. In making its independence determination for each member of the Compensation Committee, as described above, our Board considered whether the director has a relationship with us that is material to the director's ability to be independent from management in connection with the duties of a compensation committee member. In addition, our Board has determined that each of Messrs. Chatham, Folino, O'Brien and Ms. Studenmund is a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act and satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code (the "Code").Code. During 2017, the Compensation Committee met eight times.
The functions of the Compensation Committee include, but are not limited to:
The Compensation Committee also has key oversight responsibilities in the following areas, all of which are described in more detail later in this proxy statement:
The Compensation Committee has the authority to delegate responsibilities to a subcommittee of one or more members of the Compensation Committee, who must regularly report on their activities to the Compensation Committee as a whole. In March 2015, the Board created a talent development
subcommittee of the Compensation Committee to aid the Compensation Committee in fulfilling its responsibility for oversight of development and succession planning for key executives. Ms. Studenmund is the sole committee member. For 2016,2017, Pay Governance LLC ("Pay Governance") was retained as the Compensation Committee's independent compensation consultant. The Compensation Committee also seeks input from our Chief Executive Officer, Chief Financial Officer, Senior Vice President, Human ResourcesChief People Officer and General CounselChief Legal Officer when making decisions regarding compensation matters. During 2016,2017, Pay Governance attended nineall eight Compensation Committee meetings.
During 2016,2017, Pay Governance provided to the Compensation Committee, among other things, guidance as to:
Pay Governance did not perform any services for usthe Company and the Compensation Committee does not believe that the services performed by Pay Governance raised any conflict of interest. The Compensation Committee regularly reviews the services provided by its independent compensation consultant.
In addition, the Company has engaged Mercer LLC ("Mercer") to provide certain compensation-related services on behalf of the Company and management. In 2016,2017, Mercer assisted us with the selection of a peer group of companies, advised on industry best practices and emerging trends in executive compensation, prepared pay survey data, made recommendations on the structuring of compensation programs and advised on our public disclosures regarding executive compensation. In connection with its engagement, Mercer did not attend any meetings of the Compensation Committee in 2016.2017. Mercer performed no services for the Compensation Committee.
Additional information concerning the executive compensation policies and objectives established by the Compensation Committee, the Compensation Committee's processes and procedures for consideration and determination of executive compensation, and the role of executive officers and our and the Compensation Committee's compensation consultants in determining executive compensation is included in the "Compensation Discussion and Analysis" section below.
Equity Awards Committee. The Equity Awards Committee was created by the Board in October 20152016 and has been delegated limited authority to grantapprove and establish the terms of equity awards granted to eligible participants under the 2011 Plan in accordance with applicable policies and, as evidencedif approved by and subject tostockholders, the terms of applicable award agreements.2018 Plan. Mr. ChathamMartell is currently the sole committee member.
Nominating and Corporate Governance Committee |
The current members of the Nominating and Corporate Governance Committee are Messrs. O'Brien (Chairman), Chatham, Curling and Folino.Folino and Ms. Studenmund. The Nominating and Corporate Governance Committee held fourseven meetings during 2016.2017.
The Nominating and Corporate Governance Committee is responsible for, among other items:
The Nominating and Corporate Governance Committee has adopted procedures by which certain of our stockholders may recommend director nominees to the Board. In particular, the Nominating and Corporate Governance Committee has established a policy whereby it will accept and consider, in its discretion, director recommendations from any stockholder holding in excess of 5% of our outstanding common stock. Such recommendations must include the name and credentials of the recommended nominee and should be submitted to our Secretary at our address included in this proxy statement. The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders for election to our Board in the same manner and using the same criteria as used for any other director candidate (as described below). If the Nominating and Corporate Governance Committee determines that a stockholder-recommended candidate is suitable for membership on our Board, it will include the candidate in the pool of candidates to be considered for nomination upon the occurrence of the next vacancy on our Board or in connection with the next annual meeting of stockholders.
While the Nominating and Corporate Governance Committee has no specific minimum qualifications in evaluating a director candidate, it takes into account all factors it considers appropriate in identifying and evaluating candidates for membership on our Board, including some or all of the following: strength of character, an inquiring and independent mind, practical wisdom, mature judgment, career specialization, relevant industry experience, relevant technical skills, reputation in the community, diversity and the extent to which the candidate would fill a present need on the Board. The Nominating and Corporate Governance Committee makes recommendations to the full Board as to whether or not incumbent directors should stand for re-election. However, if we are legally required by contract or otherwise to provide third parties with the ability to nominate directors, the Nominating and Corporate Governance Committee may adjust its evaluation process for the designated candidates to reflect our contractual obligations with respect to their nomination. The Nominating and Corporate Governance Committee conducts all necessary and appropriate inquiries into the background and qualifications of possible candidates and may engage a search firm to assist in identifying potential candidates for nomination.nomination as it did in connection with the appointment of two new directors in 2017.
We do not have a formal policy for the consideration of diversity in identifying nominees for director. However, the Nominating and Corporate Governance Committee recognizes the benefits associated with a diverse board and, as indicated above, considers diversity as a factor when identifying and evaluating candidates for membership on our Board. The Nominating and Corporate Governance Committee utilizes a broad conception of diversity, including professional and educational background, prior experience on other boards of directors (both public and private), political and social perspectives as well as race, gender and national origin. Utilizing these factors, and the factors described above, the Nominating and Corporate Governance Committee makes recommendations, as it deems appropriate, regarding the composition and size of the Board. The priorities and emphasis of the Nominating and Corporate Governance Committee and of the Board may change from time to time to take into account changes in business and other trends and the portfolio of skills and experience of current and prospective Board members.
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The current members of the Acquisition and Strategic Planning Committee are Messrs. Dorman (Chairman), Curling, Folino, Martell, Raina and Walker.Walker and Ms. Munce. The Acquisition and Strategic Planning Committee has the authority to (i) oversee and approve certain investment, merger, acquisitionprovide counsel to management's development and divestiture transactions proposed byexecution of longer-term business and product strategies. The Strategic Planning Committee held three meetings during 2017.
our management which are below a certain size and which do not involve our equity and (ii) provide counsel to management's development of longer-term business and product strategies. The Acquisition and Strategic Planning Committee held one meeting during 2016. In March 2015, the Board created an insurance strategy subcommittee focused on overseeing our strategic plans in the insurance vertical. Mr. Curling is the sole member of this subcommittee and provides reports to the Acquisition and Strategic Planning Committee or the full Board as appropriate.
Independence of Directors |
Pursuant to the corporate governance rules of the NYSE for listed companies, a majority of the Board must be independent. A director will not qualify as independent unless the Board affirmatively determines that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). To assist in its determination of director independence, the Board has adopted categorical director independence standards, which are contained in our Corporate Governance Guidelines. The Corporate Governance Guidelines are available to stockholders on the Investors section of our web site under Leadership & Governance—Highlights atwww.corelogic.com.
In accordance with the NYSE rules and our categorical director independence standards, the Board has affirmatively determined that each of Messrs. Chatham, Curling, Dorman, Folino, O'Brien, Raina and Walker, and Mses. Munce, Studenmund and Widener is "independent" as that term is defined in the corporate governance rules of the NYSE for listed companies. Mr. Martell is considered an inside director because he is employed by us as a senior executive.
During 2016,2017, each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee was determined by the Board to be independent, as defined in the corporate governance rules of the NYSE for listed companies and in accordance with theour categorical standards ofdirector independence included in our Corporate Governance Guidelines as discussed below.standards. The Board further determined that each member of the Audit Committee and the Compensation Committee met the additional independence standards applicable to those committees.committees under the corporate governance rules of the NYSE and applicable SEC rules.
Board Leadership Structure; Meetings of Independent Directors |
The offices of Chief Executive Officer and Chairman are separate. Mr. Folino has served as Chairman of our Board since July 2014. Our Board believes that the separation of the offices of Chairman and Chief Executive Officer continues to be appropriate as it allows our Chief Executive Officer to focus primarily on his management responsibilities and the Chairman to oversee and manage the Board and its functions. Having an independent Chairman promotes the independence of our Board and provides appropriate oversight of management and ensures free and open discussion and communication among the non-management members of our Board. In 2016,2017, the non-management directors met fiveseven times in executive session without management present. The Chairman chairs and coordinates the agenda for these executive sessions of the non-management directors.
Our Corporate Governance Guidelines provide that the Board shall annually elect a lead director by a majority vote of the independent directors unless the Chairperson of the Board is an independent director, in which case the Chairperson of the Board will perform the functions of a lead director and no lead director shall be elected. Mr. Folino, an independent director, is the Chairman and, as a result, we do not currently have a lead director.
Director Education |
We provide the Board with educational training from time to time on subjects applicable to the Board and the Company, including with regard to industry developments, accounting, financial reporting, and corporate governance, using both internal and external resources.
Succession Planning |
Among the Compensation Committee's responsibilities described in its charter is to oversee development and succession planning for executive officers, and the Compensation Committee also oversees this for other key members of senior management. In March 2015, the Board created a talent development subcommittee of the Compensation Committee to aid the Compensation Committee in fulfilling these responsibilities. The Board plans for succession of the CEO and annually reviews
senior management selection and succession planning that is undertaken by the Compensation Committee. As part of this process, the non-management directors annually review the Compensation Committee's recommended candidates for senior management positions to see that qualified candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of the candidates. The criteria used when assessing the qualifications of potential CEO successors include, among others, strategic vision and leadership, operational excellence, financial management, executive officer leadership development, ability to motivate employees, and an ability to develop an effective working relationship with the Board. In 2017, the Board implemented its succession plan with Mr. Nallathambi's passing and appointed Frank D. Martell as our President and CEO.
Risk Oversight |
To maximize long-term stockholder value, the Board's responsibilities in overseeing our businesses include oversight of our key risks and management's processes and controls to regulate them appropriately. Our management, in turn, is responsible for the day-to-day management of risk and implementation of appropriate risk management controls and procedures.
Although risk oversight permeates many elements of the work of the full Board and the committees, the Audit Committee has the most direct and systematic responsibility for overseeing risk management. The Audit Committee charter provides for a variety of regular and recurring responsibilities relating to risk, including:
In performing these functions, the Audit Committee regularly receives reports from management (including the Chief Executive Officer, the Chief Financial Officer, the Controller the General Counsel and the Chief RiskLegal Officer) and internal auditors regarding our risk management program (including our compliance
program, information and cyber security and business continuity programs), extraordinary claims and losses, and significant litigation. The Board receives updates on risk oversight from the Audit Committee and members of management.
Separately, the Compensation Committee oversees our compensation policies and practices and has assessed whether our compensation policies encourage excessive risk taking. The Compensation Committee has concluded that these policies and practices are not reasonably likely to have a material adverse effect on us. In arriving at that conclusion, the Compensation Committee considered, among other factors, the metrics used to determine variable compensation; the portion of variable compensation paid in equity, which is either time-vested or tied to the achievement of long-term Company objectives; the amount of compensation paid as sales commissions and the number of people to whom such compensation is paid; and controls, such as pricing limits, a recoupment policy and financial reconciliation processes for sales crediting, quality checks that we employ and the approval process for certain compensation-related activities.
Board Meetings and Attendance |
Our Board held sixeight meetings during 2016.2017. Each director attended 75% or more of the total number of meetings of the Board and meetings of the committees (if any) on which the director served during his or her respective tenure on the Board.Board during 2017. From time to time, our Board and committees also actsact by unanimous written consent as permitted by our Bylaws and the Delaware General Corporation Law.
Retention of Outside Advisors |
The Board and all of its committees have authority to retain outside advisors and consultants that they consider necessary or appropriate in carrying out their respective responsibilities. The independent accountants are retained by, and report directly to, the Audit Committee. In addition, the Audit Committee is responsible for the selection, assessment, and termination of the internal auditors to which we have outsourced our internal audit function. Similarly, the consultant retained by the Compensation Committee to assist in the evaluation of senior executive compensation reports directly to that committee.
Code of Ethics |
The Board has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of this code of ethics is posted on the Investors section of our web site under Leadership & Governance — Highlights atwww.corelogic.com. The Board also has adopted a broader code of ethics and conduct, applying to all employees, officers and directors, which also has been posted under "Investors — Leadership & Governance — Highlights" on our web site at the address stated above. If we waive or amend any provisions of these codes of ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer, or controller and persons performing similar functions, we will disclose such waivers or amendments on our web site, at the address and location specified above, to the extent required by applicable SEC and NYSE Rules.
Corporate Governance Guidelines |
The Board has adopted Corporate Governance Guidelines which have been posted on the Investors section of our web site under Leadership & Governance — Highlights atwww.corelogic.com. In addition to stating the standards that the Board applies in determining whether or not its members are independent, these guidelines state the qualifications and responsibilities of our directors and describe fundamental aspects of our Board and certain of its committees.
Director Overboarding Policy |
Our Corporate Governance Guidelines provide that our directors may not serve on more than five public company boards (including our Board), and our Audit Committee members may not serve on more than three public company audit committees (including our Audit Committee) without prior Board approval. In each case, in determining whether to grant such approval, the Board will consider the director's ability to devote sufficient time to the activities of the Board and/or Audit Committee and the director's qualifications and contribution or potential contribution to the Board and/or Audit Committee. All of our directors are in compliance with the overboarding policy.
Board and Committee Evaluations |
To increase their effectiveness, the Board and each of its committees perform an annual self-evaluation under the direction of the Nominating and Corporate Governance Committee. The evaluation addresses attendance, preparedness, participation, candor and other measures of performance selected by the Board.
Director Attendance at Annual Meetings |
We encourage our directors to attend the annual meetings of our stockholders, either in person or telephonically. All nine directors who were members of our nine directors nominated for election inBoard at the time of our 2017 annual meeting attended the 20162017 annual meeting.
Communicating with Directors |
Stockholders and other interested parties may communicate directly with members of the Board, including the Chairman of the Board or any of the other non-management directors of our Company (individually or as a group), by writing to such director(s) at:
CoreLogic, Inc.
c/o General CounselChief Legal Officer and Secretary
40 Pacifica, Suite 900
Irvine, CA 92618
Our Corporate Secretary reviews and promptly forwards communications to the directors as appropriate. Communications involving substantive accounting or auditing matters are forwarded to the Chair of the Audit Committee. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded such as: business solicitation or advertisements; product- or service-related inquires; junk mail or mass mailings; resumes or other job-related inquires; and spam and overly hostile, threatening, potentially illegal or similarly unsuitable communications. Directors receiving communications will respond as such directors deem appropriate, including the possibility of referring the matter to management of our Company, to the full Board or to an appropriate committee of the Board.
Transactions with Management and Others |
The Board has adopted a written policy regarding transactions with related persons that requires the approval or ratification by the Board or the Nominating and Corporate Governance Committee of any transaction exceeding $120,000 in which we are a participant and any related person has a direct or indirect material interest. A related person includes a director, nominee for election as a director, executive officer, person controlling over 5% of our common stock and the immediate family members of each of these individuals. Once a transaction has been determined to require approval, the transaction will be reviewed and approved by either the Board or the Nominating and Corporate Governance Committee. The Board or the Nominating and Corporate Governance Committee will review and consider the terms, business purpose and benefits of the transaction to usthe Company and the related person.
If a related party transaction is not pre-approved, then it must be brought to the Board or the Nominating and Corporate Governance Committee for ratification as promptly as possible. No member of the Board or the Nominating and Corporate Governance Committee may participate in the review or approval of a related party transaction in which he or she has a direct or indirect interest, unless the Chairman of the Board or the chairperson of the Nominating and Corporate Governance Committee requests such individual to participate.
The following types of transactions do not require pre-approval:
We have entered into the transactions discussed below, which have been approved or ratified in accordance with our related party transactions policy.
Price Associates beneficially owns greater than 5% of our common stock and is therefore a related party. During 2016,2017, Price Associates or its affiliates purchased approximately $208,000$285,000 of data, analytics and other Company products. These transactions occurred pursuant to contracts entered into on an arm's-length basis and were ratified by the Nominating and Corporate Governance Committee in accordance with our related party transactions policy.
BlackRock, Inc. beneficially owns greater than 5% of our common stock and is therefore a related party. During 2016,2017, BlackRock, Inc. or its affiliates purchased approximately $395,000$385,000 of data, analytics and other Company products. These transactions occurred pursuant to contracts entered into on an arm's-length basis and were ratified by the Nominating and Corporate Governance Committee in accordance with our related party transactions policy.
DIRECTOR COMPENSATION |
The following table sets forth certain information concerning the compensation of our directors other than Mr. Martell for the fiscal year ended December 31, 2016.2017.
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Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1)(2) ($) | | | Total ($) | | Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards (1)(2) ($) | | | Total ($) | | |||||||||||||||||
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J. David Chatham | 122,000 | 121,519 | 243,519 | J. David Chatham | 115,055 | 134,969 | 250,024 | |||||||||||||||||||||||||||||||
Douglas C. Curling | 95,000 | 121,519 | 216,519 | Douglas C. Curling | 91,875 | 134,969 | 226,844 | |||||||||||||||||||||||||||||||
John C. Dorman | 100,000 | 121,519 | 221,519 | John C. Dorman | 100,000 | 134,969 | 234,969 | |||||||||||||||||||||||||||||||
Paul F. Folino | 207,000 | 121,519 | 328,519 | Paul F. Folino | 211,000 | 134,969 | 345,969 | |||||||||||||||||||||||||||||||
Thomas C. O'Brien | 104,500 | 121,519 | 226,019 | Claudia Fan Munce | 12,432 | 78,747 | 91,179 | |||||||||||||||||||||||||||||||
Jaynie Miller Studenmund | 94,500 | 121,519 | 216,019 | Thomas C. O'Brien | 108,500 | 134,969 | 243,469 | |||||||||||||||||||||||||||||||
David F. Walker | 112,500 | 121,519 | 234,019 | Vikrant Raina | 12,432 | 78,747 | 91,179 | |||||||||||||||||||||||||||||||
Mary Lee Widener | 82,500 | 121,519 | 204,019 | Jaynie Miller Studenmund | 98,320 | 134,969 | 233,289 | |||||||||||||||||||||||||||||||
David F. Walker | 112,500 | 134,969 | 247,469 | |||||||||||||||||||||||||||||||||||
Mary Lee Widener | 82,500 | 134,969 | 217,469 | |||||||||||||||||||||||||||||||||||
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Name | | | Restricted Stock Unit Awards (#) | | |||||||
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J. David Chatham | |||||||||||
Douglas C. Curling | |||||||||||
John C. Dorman | |||||||||||
Paul F. Folino | |||||||||||
Claudia Fan Munce | 1,755 | ||||||||||
Thomas C. O'Brien | |||||||||||
Vikrant Raina | 1,755 | ||||||||||
Jaynie Miller Studenmund | |||||||||||
David F. Walker | |||||||||||
Mary Lee Widener | |||||||||||
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The Compensation Committee reviews and recommends to the Board the form and level of director compensation. In March 2016, the Compensation Committee reviewed and recommended to the Board a new Directors' Compensation Policy that memorialized the current compensation paid by the Company to its non-management directors and included a deferral feature that permits non-management directors to elect to defer the receipt of their annual RSU awards until the earlier of termination of their Board service or a change in control of the Company. The Board approved and adopted the Directors' Compensation Policy in April 2016.
As described in the Compensation Discussion and Analysis, Pay Governance served as independent compensation consultant for the Compensation Committee for 20162017 and will continue to advise on the compensation of our directors for 2017.2018. During 2016,2017, as part of its engagement with the Committee, Pay Governance:
The Compensation Committee reviews and recommends to the Board the form and level of director compensation. In December 2017, the Compensation Committee reviewed and recommended to the Board changes to the Directors' Compensation Policy and the Board approved and adopted the updated Directors' Compensation Policy in December 2017.
The table below describes the components of the non-management director compensation program in effect during 2016. No changes have been made to2017 and the non-management director compensation program for 2017.that commenced effective January 1, 2018:
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Compensation Element | | 2016 | | Compensation Element | | 2017 | | | 2018 | | |||||||||
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Annual Retainer — Non-Management Director (1) | $ | 70,000 | Annual Retainer — Non-Management Director (1) | $ | 70,000 | $ | 80,000 | ||||||||||||
Annual Equity Compensation — RSUs (2) | $ | 135,000 | Annual Equity Compensation — RSUs (2) | $ | 135,000 | $ | 160,000 | ||||||||||||
Annual Retainer — Non-Management Board Chairman | $ | 100,000 | Annual Retainer — Non-Management Board Chairman | $ | 100,000 | $ | 100,000 | ||||||||||||
Annual Retainer — Committee Chairs (1) | Annual Retainer — Committee Chairs (1) | ||||||||||||||||||
Audit Committee | $ | 25,000 | Audit Committee | $ | 25,000 | $ | 25,000 | ||||||||||||
Compensation Committee | $ | 20,000 | Compensation Committee | $ | 20,000 | $ | 20,000 | ||||||||||||
Nominating and Corporate Governance Committee | $ | 15,000 | Nominating and Corporate Governance Committee | $ | 15,000 | $ | 15,000 | ||||||||||||
Acquisition and Strategic Development Committee (3) | $ | 12,500 | Strategic Planning Committee (3) | $ | 12,500 | $ | 12,500 | ||||||||||||
Annual Retainer — Committee Members (1) | Annual Retainer — Committee Members (1) | ||||||||||||||||||
Audit Committee | $ | 12,500 | Audit Committee | $ | 12,500 | $ | 15,000 | ||||||||||||
Compensation Committee | $ | 10,000 | Compensation Committee | $ | 10,000 | $ | 10,000 | ||||||||||||
Talent Development Committee (3) | $ | 12,500 | Talent Development Committee (3) | $ | 12,500 | $ | n/a | ||||||||||||
Nominating and Corporate Governance Committee | $ | 7,500 | Nominating and Corporate Governance Committee | $ | 7,500 | $ | 7,500 | ||||||||||||
Acquisition and Strategic Development Committee (3) | $ | 5,000 | Strategic Planning Committee (3) | $ | 5,000 | $ | 5,000 | ||||||||||||
Insurance Strategy Subcommittee (3) | $ | 12,500 | Insurance Strategy Subcommittee (3) | $ | 12,500 | $ | n/a | ||||||||||||
Fee for attendance of Board and Committee Meetings in Excess of Designated Number (4) | $ | 2,000 | Fee for attendance of Board and Committee Meetings in Excess of Designated Number (4) | $ | 2,000 | $ | 2,000 | ||||||||||||
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Director Share Ownership Guidelines |
We require our non-management directors to own a fixed amount of Company stock. The guidelines are based on a multiple of the annual retainer, and beginning in 2018 require a value of at least $350,000$400,000 be held by each director. Directors have five years from their date of election to the Board to reach the ownership requirement. All Company securities owned outright or earned and subject only to time-based vesting restrictions count toward the requirement.
Anti-Hedging and Pledging Policy |
The Company maintains a policy that prohibits director transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, as well as holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.
EXECUTIVE OFFICERS |
Set forth below is information regarding our current executive officers. Our officers are appointed annually by the Board.
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| | Frank D. Martell | | |||
| President and Chief Executive Officer | | Biography is set forth under the heading Proposal 1 — Election of Directors above. | | ||
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| Age 47 | | Mr. Balas has served as the Company's Chief Financial Officer since April 2016. Mr. Balas joined CoreLogic | | ||
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| | Barry M. Sando | | |||
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| | Arnold A. Pinkston | | |||
| Chief Legal Officer and Corporate Secretary Age 59 | | Mr. Pinkston has served as the Company's Chief Legal Officer and Corporate Secretary since January 2018. In this role, he oversees the global legal and compliance teams. Previously, Mr. Pinkston served as Executive Vice President and General Counsel for Allergan, Inc., a multi-specialty health care company, from 2011 until March 2015. From 2005 until 2011, Mr. Pinkston served as Senior Vice President, General Counsel and Secretary for Beckman Coulter, Inc., a health care diagnostics and life sciences company. From 1994 until 2005, he held various legal positions at Eli Lilly and Company, a global pharmaceutical company, including Vice President and Deputy General Counsel. | | ||
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COMPENSATION DISCUSSION & ANALYSIS |
This Compensation Discussion and Analysis (CD&A) describes our compensation strategy, philosophy, polices, programs and practices (our compensation program) for our named executive officers (NEOs) and the positions they held in 2016.2017. For purposes of this CD&A, the Committee refers to the Compensation Committee of our Board of Directors.
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Named Executive Officer | | Position as of December 31, | | |||||||
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President and Chief Executive Officer | ||||||||||
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James L. Balas | Chief Financial Officer | |||||||||
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Barry M. Sando | ||||||||||
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Stergios Theologides | ||||||||||
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Anand Nallathambi | Former President and Chief Executive Officer | |||||||||
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Selected |
Our compensation program is designed to align the interest of our executive officers with those of our stockholders through execution in three areas of strategic focus:growth and scale, operational excellence, andhigh performing organization. A significantIn 2017, a majority of our NEOs' compensation is dependentcontinued to be based upon our performance and execution ofagainst these strategic priorities. Our 2016 financial success is
In setting our targets for 2017, we expected a very challenging market environment due to anticipated declines in mortgage originations in a rising interest rate environment. We set our performance targets to align with these expectations. Notwithstanding the direct resultchallenges and headwinds, we successfully navigated through the ongoing transition of ourthe U.S. mortgage market towards a durable, purchase-driven cycle. We attribute these results to management's ability to provide clients with data-driven solutionsmaintain focus in a time of significant change, and to improve underwriting decisions, manage risks,Mr. Martell's leadership and capitalizeperformance as our President and CEO.
We delivered exceptional results in 2017. We strengthened our market leadership across our core mortgage businesses, advanced our strategic imperatives in the property valuations space, and delivered strong organic growth in our insurance & spatial and international operations. We also invested in product development, service quality, and expanded our data and technology innovation capabilities while returning substantial capital to stockholders through share repurchases representing 5% of total shares outstanding. We met or exceeded expectations on developing business opportunities.adjusted EBITDA, adjusted EPS, and free cash flow (FCF) and delivered revenue just below targeted goals.
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| Our strong 2017 financial and operating performance resulted in stockholder returns of 25% | |||
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Please seeAppendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and FCF to the most directly comparable GAAP financial measures.
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| Since 2011, we compounded rate of | |||
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We achieved strong results in 2016. Highlights of our 2016 operating results compared to 2015 include the following:
Please see Appendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and free cash flow (FCF) to the most directly comparable GAAP financial measures.
We also invested for our long-term growth in 2016 while returning substantial capital to stockholders in the form of share repurchases of approximately 6% of total shares outstanding.
We accomplished key operational improvements in 2016. In addition to our solid financial results, we successfully achieved a number of key operational goals in 2016 that will enable future success, including:
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Our compensation programWe rewarded strong financial results. Our 20162017 financial performance met or exceeded targets on all metrics other than revenue (impacted by market volume declines), and resulted in above-target payouts.payouts overall. Results for revenue, adjusted EBITDA and free cash flowFCF generated funding of the ICP (ourour annual cash bonus plan) at 146% of target.
Notwithstanding these strong results, management and the Committee reduced bonus payouts by 5%. Despite our strong financial results and above-target payout, management recommended and the Committee approved a reduction in ICP funding by 5% across the enterprise because acquisition-related assumptions used in setting target performance did not meet timing expectations. This reduced the calculated bonus to 139% of target. In addition, the payout for the strategic goals portion ofplan, the ICP, relative to the funded amount, was increased for one NEO, reduced for one NEO, and unchanged for three NEOs. Finally, results for adjusted EPS and our three-year total stockholder return (TSR) relative to our peer group generated a payoutat 122.7% of 124.5% in our long-term performance share plan for 2014-2016.
No across the board increase in base salaries for 4thconsecutive year. Notwithstanding strong operating results, consistent with our practices in recent years, the Committee did not increase NEO base salaries for 2016, except for Mr. Balas in consideration of his promotion to Chief Financial Officer.target.
Our compensation programWe also considered and, as appropriate, rewarded our manymost significant strategic accomplishments. The chart below highlightsOur decisions on ICP awards took into consideration a number of key accomplishments in 20162017 across our three strategic focus areas:areas, including the following:
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| Strategic Focus | | 2017 Accomplishments | | ||||||
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| | | ✓ | Core mortgage businesses out-performed U.S. mortgage market volume trends by approximately two-fold | ||||||
| | ✓ | High single-digit growth of real estate solutions, insurance & spatial solutions, and international businesses | |||||||
Scale | | ✓ | Expanded new product pipeline and built out deployment systems | |||||||
| | | ✓ | Completed 3 acquisitions to enhance our competitive position in insurance, real estate and valuation solutions | ||||||
| | ✓ | Upgraded credit facility to extend tenor and increase borrowing capacity by | |||||||
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| | | ✓ | Exceeded our $30 million productivity target | ||||||
Operational Excellence | | ✓ | Streamlined operations and costs through automation, partnerships and greater consolidation of operations and facilities | |||||||
| | ✓ | Expanded investments in our data, technology and innovation centers to enhance our solution sets and fuel future growth | |||||||
| | ✓ | Invested in compliance and cyber security infrastructure | |||||||
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| | | ✓ | Optimized global structure with improved employee role clarity and organizational consistency through roll-out of a global career framework | ||||||
| | ✓ | Completed reorganization of operating units to focus on solutions sales and transformation | |||||||
High Performing Organization | | ✓ | Underscored commitment to diversity and inclusion in the | |||||||
| | ✓ | Expanded corporate responsibility platform focused on education and financial literacy | |||||||
| | ✓ | Continued to improve executive leadership capabilities through internal development, role expansions, promotions and hiring of several strong
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We did not make across the board increases in base salaries for the 5th consecutive year. Notwithstanding strong results, consistent with our practices in recent years, the Committee did not increase NEO base salaries for 2017, except for Mr. Martell in consideration of his promotion to President and CEO.
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We engage with our major stockholders. As part of our stockholder engagement strategy, we conducted outreach to our top stockholders representing approximately 60% ownership in 2017. Our stockholder outreach includes ongoing discussions with many of our investors and we often solicit their feedback on a variety of topics, including executive compensation. These major stockholders did not express concerns over our compensation program design or practices. In addition to soliciting feedback from our stockholders, the Committee routinely assesses our compensation programs in connection with its independent compensation consultant, and seeks to maximize alignment between stockholder return and executive compensation while incentivizing and retaining a high-performing management team.
2017 Say on Pay Vote |
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| 97.5% stockholder support on our 2017 Say on Pay vote | |||
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We continue to have had strong support from stockholders on Say on Pay. Our Board and management are committed to maintaining sound and effective compensation and governance policies and programs designed to build value for our stockholders. At our 20162017 Annual Meeting, 97%97.5% of the votes cast were in favor of the advisory vote to approve our executive compensation.compensation paid in 2016. With this support in favor of our existing compensation program and following its regular review of our practices, the Committee determined to maintain our 20162017 compensation program for 2017.
We engage with our major stockholders. In early 2017, as part of our stockholder engagement strategy, we conducted outreach to 20 of our top stockholders representing approximately 60% ownership. Our stockholder outreach includes ongoing discussions with many of our investors and we often solicit their feedback on a variety of topics, including executive compensation. The stockholders we reached out to did not express concerns over our compensation program design or practices. In addition to soliciting feedback from our stockholders,in substantially the Committee routinely assesses our compensation programs and seeks tosame form.
maximize alignment between stockholder return and executive compensation while incentivizing and retaining a high-performing management team.
Pay Philosophy |
We pay for performance. Our compensation program is heavily weighted toward performance-based compensation that provides a direct link between rigorous goals for corporate performance and pay outcomes for our executive officers. Our annual incentive plan also ties pay outcomes to the achievement of key strategic objectives that we believe will drive longer-term value to stockholders. We believe that our compensation program provides effective incentives for strong operating results by appropriately aligning pay and performance. Our philosophy is designed to:
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We haveOur compensation program consists of four elements of total compensation:main elements:
86%Our program emphasizes performance-based incentives. 85% of our CEO compensation and 74% of the compensation for the other NEOs is performance-based. The chart below demonstratesillustrates our pay mix.
Compensation mix for Mr. Nallathambi was excluded from this exhibit.
Performance-Vested Equity Awards. In 2016, 50% of the target value of our long-term incentive awards for our CEO and other NEOs was granted in the form of performance-based restricted stock units ("PBRSUs") that vestWe increase base salaries based on adjusted EPS results relative to target and TSR relative to the companies in our peer group (see description of the peer group later in this section). The remaining 50% of target value was granted in the form of time-vested restricted stock units ("RSUs") that require us to achieve a threshold adjusted net income level in order to be eligible to vest.
Use of Rigorous Goals in Our Incentive Plans. We set challenging goals for both our annual incentive and long-term equity plans. The chart below demonstrates the variance in payouts since 2014, outcomes that reflect our pay for performance approach to compensation. Because acquisition-related assumptions used in setting target performance did not meet timing expectations, management recommended and the Committee approved a 5% decrease in the 2016 ICP pool on an enterprise basis. This reduced the overall calculated bonus from 146% to 139% of target.
NEO ICP Corporate Financial Funding as a% of Target3 Year Overview
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| Performance vs. Budget (% of Target) | | |||||||||||||||||
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| | | 2014 | | | 2015 | | | 2016 | | |||||||||
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| Revenue | | | 99% | | | 102% | | | 106% | | ||||||||
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| Adjusted EBITDA | | | 87% | | | 107% | | | 102% | | ||||||||
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| Free Cash Flow | | | 134% | | | 144% | | | 132% | | ||||||||
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Long-term Incentives. Payouts under our PBRSU awards also illustrate our use of rigorous performance targets and our adherence to pay for performance. Because we had a sub-optimal result on adjusted EPS in 2014, the 2013 PBRSU award (with a 2013-2015 performance period) paid out at less than half of target value. In contrast, the 2014 PBRSU award (with a 2014-2016 performance period) paid out at 124.5% of target based on particularly strong results in 2015 and 2016.
Average NEO PBRSU Payout as a %of Target2 Performance Cycle(4-Year) Overview
No Base Salary Increases Each Year.or promotion. Our practice is to benchmark compensation annually but to increase an NEO's base salary only when warranted by an increase in the scope of responsibilities or significant gaps to competitive pay levels. Only Mr. BalasMartell received a base salary increase in 20162017 in consideration of his appointment as President and CEO following the passing of Mr. Nallathambi.
We set rigorous goals in our incentive plans. At the beginning of 2017, we expected U.S. mortgage origination volumes to Chief Financial Officer. In light ofbe approximately 20% less than 2016 volumes. Our 2017 financial targets anticipated this decline, but included stretch growth expectations above market trends. We significantly outperformed market volume trends in the U.S. mortgage market headwindsand grew our insurance & spatial and international operations at significant rates, resulting in 2017, the Committee decided thatachieving or exceeding all NEOs will forego base salary increases for 2017,targets except for Mr. Martell whose salaryrevenue, which was increased in connection with his promotion to President and Chief Executive Officer in March 2017.slightly below target.
Use of Strategic GoalsWe use strategic goals in Ourour ICP. The achievement ofResults on strategic goals representsrepresent 25% of the annual ICP opportunity for our executive officers. We believe this approach rewards the accomplishment of key objectives that will drive future performance. TheIn our ICP, the strategic goals portion is funded by the results on financial goals. The Committee separately determines the portion of the funded amount that should be paid as a result of
achievement of the individualassigned objectives. The Committee carefully evaluates management's accomplishments relative to the goals, as further described below.
We focus on long-term stockholder value. Nearly 70% of the total compensation opportunity for our CEO is based on achievement of stockholder-aligned performance and the value of our shares. For other NEOs, over half of their total target compensation opportunities are tied to these stockholder results.
Our equity grants are tied to performance. In 2017, 50% of the target value of our long-term incentive awards for our CEO and other NEOs was granted in the form of performance-based restricted stock units ("PBRSUs") that vest based on achievement of adjusted EPS results relative to target and TSR relative to the companies in our Peer Group (see description of the Peer Group later in this section). The remaining 50% of the target value was granted in the form of time-vested restricted stock units ("RSUs") that require us to achieve a threshold adjusted net income level in order to be eligible to vest. We set rigorous goals in our PBRSU awards, as reflected in the variability of payouts in the last three awards. The increasing payouts reflect improved performance.
3-Year PBRSU Payouts
Our CEO pay is aligned to stock price performance. The table below illustrates the alignment of CEO total direct compensationactual pay (base salary, ICP and LTI) and our TSR over the past three years, depicted in the table below, demonstrates alignment of CEO actual pay with results for our stockholders. These pay amounts do not include change in pension value or "All Other Compensation" in the 20162017 Summary Compensation Table below.
Table of ContentsTable. The lower total direct compensation for 2017 also reflects the lower base salary, ICP target bonus and LTI targets for Mr. Martell relative to his predecessor, Mr. Nallathambi.
CEO Compensation-TSRCompensation — TSR Alignment
Pay Program |
We employ good governance practices. The Committee oversees the design and administration of our compensation program and evaluates it against competitive practices, legal and regulatory developments and corporate governance trends. The Committee has incorporated the following leading governance features into our compensation program:
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| | ✓ | Review total compensation relative to the median of a | |||||||||
| | ✓ | Tie annual incentives to achievement of multiple | |||||||||
| | ✓ | Use performance-based vesting for 50% of long-term compensation, tied to achievement of stretch EPS targets and total stockholder return (TSR) relative to our peers | |||||||||
What We Do | | ✓ | Maintain robust stock ownership guidelines | |||||||||
| | ✓ | Maintain a | |||||||||
| | ✓ | Use an independent compensation consultant retained directly by the Committee, in its sole discretion, who performs no consulting or other services for | |||||||||
| | ✓ | Require double-trigger for accelerated vesting upon termination of employment following a change in control | |||||||||
| | ✓ | Assess annually potential risks relating to the Company's compensation policies and practices | |||||||||
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| | ✗ | Incentivize participants to take excessive risks | |||||||||
| | ✗ | Award | |||||||||
| | ✗ | Allow margining, derivative, or speculative transactions, such as hedges, pledges, and margin accounts, by executive officers | |||||||||
What We Don't Do | | ✗ | Provide excessive perquisites | |||||||||
| | ✗ | Provide excise tax gross-ups upon termination with a change in control or for other awards | |||||||||
| | ✗ | Allow for repricing of stock options without stockholder approval | |||||||||
| | ✗ | Pay "single-trigger" change-of-control cash payments or have "single-trigger" equity acceleration | |||||||||
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The following table describes our pay program including the role and purpose for each aspect of it.
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| ELEMENT | DESCRIPTION | ROLE AND PURPOSE | | ||||||||||
| REWARDS STRATEGY | Review target total pay relative to market median and determine individual pay based on experience and performance Tie approximately 75% or more of target pay opportunity to operating results and share price performance | Provide market-competitive mix of base salary, cash incentives and equity incentives
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| BASE SALARY | Competitive fixed compensation
| Provides competitive level of fixed pay to attract, motivate and retain highly-qualified executives
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| ANNUAL INCENTIVE PROGRAM (ICP) | Annual cash incentives based on performance against established targets for revenue, adjusted EBITDA, cash-flow and strategic goals | Motivates and rewards executives for achievement of key financial results and strategic accomplishments that drive stockholder value | |||||||||||
| LONG-TERM | Performance- Based Restricted Stock Units (PBRSUs) | 50% of Shares earned based on 3 years of EPS performance, modified by TSR relative to our peers | Focuses and rewards executives on achievement of operating results over the long term Balance of direct financial metrics and relative TSR ensure appropriate rewards for direct operating results and performance relative to the broader market EPS growth historically has been highly aligned with our share price | ||||||||||
INCENTIVES | ||||||||||||||
| Restricted Stock Units (RSUs) | 50% of Grants vest ratably over three years Requires achievement of threshold operating income goal to be eligible for vesting | Enhances retention of key talent Value at vesting based on stock price, which aligns executives with | |||||||||||
| RETIREMENT PROGRAMS | 401(k) program for all employees Legacy supplemental executive retirement plan frozen in 2010 with no new entrants allowed | Aligns with market-prevalent retirement programs Focuses executives on accumulating savings | |||||||||||
| PERQUISITES | Limited benefits available | Focuses executives on rewards from value-creating activities | |||||||||||
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Determining Pay |
Generally, in determining base salary, target annual ICP and guidelines for long-term equity awards, the Committee considers a number of factors including, but not limited to, the executive officer's:
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Our philosophy is to incentivize and reward executive officers for future performance. While the Committee regularly reviews executive officer equity grants and vesting, it does not consider prior stock compensation gains (option gains or restricted stock awarded in prior years) in setting future compensation levels.
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In order to monitor competitive compensation practices, the Committee relies primarily upon data compiled from public filings of selected companies (our peer group)Peer Group) that it considers to be competitors or appropriate comparators for executive talent. The Committee reviews and approves the Peer Group annually. Criteria for peer groupPeer Group selection include firms that operate in data, information and analytics and related businesses. Our 2016 peer group2017 Peer Group is presented in the table below.
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| CoreLogic 2016 Peer Group | | CoreLogic 2017 Peer Group | | ||||||||||||||||||||||||||||||||||||||
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| Company | | Revenue | | Market Value | | EBITDA Margin | Comparable Revenue Size | Comparable Market Value | Data Analytics | Direct Talent Competitor | Company | | Revenue | | Market Value | | EBITDA Margin | Comparable Revenue Size | Comparable Market Value | Data Analytics | Direct Talent Competitor | | |||||||||||||||||||
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| Fidelity National Financial | $ | 9,554 | $ | 9,622 | 17 | % | ✔ | Fidelity National Financial | $ | 7,668 | $ | 9,235 | 14 | % | ✔ | ||||||||||||||||||||||||||
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| First American Financial | $ | 5,576 | $ | 3,904 | 11 | % | ✔ | ✔ | ✔ | First American Financial | $ | 5,772 | $ | 4,023 | 11 | % | ✔ | ✔ | ✔ | ||||||||||||||||||||||
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| Equifax | $ | 3,145 | $ | 14,159 | 36 | % | ✔ | ✔ | Broadridge Financial Solutions | $ | 4,143 | $ | 8,884 | 16 | % | ✔ | ✔ | ||||||||||||||||||||||||
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| Broadridge Financial Solutions | $ | 2,897 | $ | 7,708 | 20 | % | ✔ | ✔ | Equifax | $ | 3,362 | $ | 14,159 | 33 | % | ✔ | ✔ | ||||||||||||||||||||||||
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| Gartner | $ | 2,445 | $ | 7,515 | 17 | % | ✔ | ✔ | ✔ | Gartner | $ | 3,311 | $ | 11,164 | 12 | % | ✔ | ✔ | ✔ | ||||||||||||||||||||||
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| Verisk Analytics | $ | 1,995 | $ | 13,592 | 50 | % | ✔ | ✔ | ✔ | DST Systems | $ | 2,218 | $ | 3,738 | 21 | % | ✔ | ✔ | ✔ | ||||||||||||||||||||||
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| Dun & Bradstreet | $ | 1,704 | $ | 4,463 | 29 | % | ✔ | ✔ | ✔ | Teradata | $ | 2,156 | $ | 4,654 | 11 | % | ✔ | ✔ | ✔ | ✔ | |||||||||||||||||||||
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| DST Systems | $ | 1,557 | $ | 3,504 | 23 | % | ✔ | ✔ | ✔ | Verisk Analytics | $ | 2,145 | $ | 15,810 | 49 | % | ✔ | ✔ | ✔ | ||||||||||||||||||||||
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| Henry (Jack) & Associates | $ | 1,355 | $ | 6,884 | 35 | % | ✔ | ✔ | Dun & Bradstreet | $ | 1,743 | $ | 4,463 | 26 | % | ✔ | ✔ | ✔ | |||||||||||||||||||||||
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| Neustar | $ | 1,210 | $ | 1,829 | 41 | % | ✔ | ✔ | ✔ | Henry (Jack) & Associates | $ | 1,431 | $ | 8,066 | 35 | % | ✔ | ✔ | |||||||||||||||||||||||
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| Black Knight Financial Services | $ | 1,026 | $ | 2,612 | 43 | % | ✔ | ✔ | ✔ | ✔ | Black Knight Inc | $ | 1,052 | $ | 6,776 | 46 | % | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||
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| Fair Isaac | $ | 881 | $ | 3,844 | 23 | % | ✔ | ✔ | ✔ | ✔ | Fair Isaac | $ | 932 | $ | 4,304 | 23 | % | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||
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| ACXIOM(1) | $ | 880 | $ | 1,666 | 14 | % | ✔ | ✔ | ✔ | ✔ | ACXIOM | $ | 880 | $ | 2,227 | 10 | % | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||
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| CSG Systems | $ | 761 | $ | 1,562 | 23 | % | ✔ | CSG Systems | $ | 790 | $ | 1,469 | 19 | % | ✔ | ||||||||||||||||||||||||||
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| Ciber(1) | $ | 680 | $ | 279 | -5 | % | ✔ | Ciber(1) | — | — | — | ✔ | |||||||||||||||||||||||||||||
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| IHS(2) | — | — | — | — | — | ✔ | Neustar(2) | — | — | — | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||||
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| 75th Percentile | $ | 2,671 | $ | 7,611 | | 35 | % | — | — | — | — | | 75th Percentile | $ | 3,350 | $ | 9,148 | | 31 | % | — | — | — | — | | ||||||||||||||||
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| 50th Percentile | $ | 1,557 | $ | 3,904 | | 23 | % | — | — | — | — | | 50th Percentile | $ | 2,151 | $ | 5,715 | | 20 | % | — | — | — | — | | ||||||||||||||||
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| 25th Percentile | $ | 954 | $ | 2,220 | | 17 | % | — | — | — | — | | 25th Percentile | $ | 1,146 | $ | 4,093 | | 12 | % | — | — | — | — | | ||||||||||||||||
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| CoreLogic | $ | 1,953 | $ | 3,181 | 23 | % | — | — | — | — | CoreLogic | $ | 1,851 | $ | 3,807 | 23 | % | — | — | — | — | ||||||||||||||||||||
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| Notes: | Notes: | ||||||||||||||||||||||||||||||||||||||||
| Data above reflects end of the most recently disclosed fiscal year. | Data above reflects end of the most recently disclosed fiscal year. | ||||||||||||||||||||||||||||||||||||||||
| (1) FY16 year-end financial results not yet released at the time of this report, Revenue & EBITDA data reflect 12-month trailing results. | (1) Ciber was acquired by HTC Global Services in May 2017. | ||||||||||||||||||||||||||||||||||||||||
| (2) IHS completed a merger with Markit Ltd in July 2016. | (2) Neustar was acquired by a private investment group led by Golden Gate Capital in August 2017. | ||||||||||||||||||||||||||||||||||||||||
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The CommmitteeCommittee reviews executive officer pay relative to the median pay of comparable positions in peer groupPeer Group companies and, as appropriate, relevant survey data from nationally-recognized consulting firms such as Willis Towers Watson, Mercer and Equilar, scoped to a comparable revenue size for us, from both general industry and the high technology sector.
The Committee reviews base salaries annually and adjusts them, if appropriate, to recognize performance, changes to roles and responsibilities, and gaps relative to base salaries of similar individuals in the peer groupPeer Group and survey data described above.
The Committee has not increased CEO base salary in five years. In an effort to increase the weighting of variable, performance-basedperformance-
based pay in the compensation mix, the Committee has in recent years withheld base salary increasesnot increased salaries for executive officers, with the exceptionexcept where there has been a promotion or an expansion of promotions or expansions of rolesrole and responsibilities. The Committee has maintained this practice even in years of outstanding company performance. Mr. Nallathambi's base salary has not increased since 2011. The
In 2017, the Committee increased the base salary for Mr. Balas in 2016Martell in recognition of his promotion to Chief Financial Officer.President and CEO. However, Mr. Martell's 2017 base salary remained significantly below that earned by Mr. Nallathambi, our prior CEO. No other NEOs
received a base salary increase in 2016 and no base salaries were increased for 2017 other than Mr. Martell in connection with his promotion to President and Chief Executive Officer in March 2017.
BaseAnnualized base salaries of the executive officers for 2015, 2016 and 2017 are set forth in the table below:
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| Named Executive Officer | 2015 | 2016 | 2017 | | Named Executive Officer | 2016 | 2017 | | |||||||||
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| Anand Nallathambi | $800,000 | $800,000 | $800,000 | Frank D. Martell | $650,000 | $725,000 | |||||||||||
| Frank D. Martell(1) | $650,000 | $650,000 | $725,000 | James L. Balas | $425,000 | $425,000 | |||||||||||
| James L. Balas(1) | $350,000 | $425,000 | $425,000 | Barry M. Sando | $550,000 | $550,000 | |||||||||||
| Barry M. Sando | $550,000 | $550,000 | $550,000 | Stergios Theologides(1) | $425,000 | $425,000 | |||||||||||
| Stergios Theologides | $425,000 | $425,000 | $425,000 | Anand Nallathambi(1) | $800,000 | $800,000 | |||||||||||
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Annual |
The Incentive Compensation Plan (ICP)ICP rewards executive officers for financial and operating performance relative to predetermined financial goals and strategic objectives. As part of our business planning process, management prioritizes a range of value drivers based on anticipated market demand including estimated mortgage origination volumes, prior year performance, business strategy and risk factors. The Committee then evaluates management's recommendations in light of stockholder expectations and establishes final ICP financial and strategic goals including payout range.
2017 Target Incentives. The Committee established the following 20162017 target bonus opportunities for our NEOs:
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| ICP Bonus | | ||||||||||||
| Name | Title | Base Salary ($000s) | % of Salary | Target ($000s) | Maximum ($000s) | | |||||||
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| Frank D. Martell | President and CEO | $725 | 125% | $906 | $1,812 | ||||||||
| James L. Balas | Chief Financial Officer | $425 | 90% | $383 | $765 | ||||||||
| Barry M. Sando | Managing Director, Underwriting and Workflow Solutions | $550 | 100% | $550 | |||||||||
| $1,100 | |||||||||||||
| Stergios Theologides | Former General Counsel and Secretary | $425(1) | 80% | $340 | $680 | ||||||||
| Anand Nallathambi | Former President and Chief Executive Officer | $800(1) | 125% | $1,000 | $2,000 | ||||||||
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| ICP Target Bonus | | ||||||||||
| Name | Title | Base Salary ($000s) | % of Salary | ($000s) | | ||||||
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| Anand Nallathambi | President and Chief Executive Officer | $800 | 125% | $1,000 | |||||||
| Frank D. Martell | Chief Operating Officer | $650 | 125% | $ 813 | |||||||
| James L. Balas | Chief Financial Officer | $425 | 90% | $ 383 | |||||||
| Barry M. Sando | Senior Executive Vice President, Group Executive, Risk Management and Workflow | $550 | 100% | $ 550 | |||||||
| Stergios Theologides | Senior Vice President, General Counsel and Secretary | $425 | 80% | $ 340 | |||||||
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ICP Performance Metrics. For 2016,2017, the Committee selected the following three performance measures for the ICPICP:
The Committee selected these measures in order to reflect a balanced perspective on performance including growth, profitability and cash management. The Committee believes results for these measures drive stockholder value.
the valuation of our stock. Please seeAppendix A for a detailed reconciliation of adjusted EBITDA adjusted EPS and free cash flow to the most directly comparable GAAP financial measures.
Threshold Performance Requirement. For 2016, no award was payable unless our 2016 adjusted net income exceeded the performance threshold of $55 million. The performance threshold was increased to $57.5 million for 2017.
CalculationFor 2017, results for achievement of Awards. For 2016,revenue, adjusted EBITDA, and FCF goals were weighted as follows in determining ICP funding, with 75% of the ICP opportunity was based on our financial performance goals and 25% on established strategic objectives for each executive officer in the three major planks of our business strategy: (1) grow and scale, (2) operational excellence, and (3) high performing organization. The Committee determined that these were the critical strategic initiatives for aligning annual operating performance with our long-term strategy.
Results for achievement of revenue, adjusted EBITDA, and free cash flow goals were weighted as follows in 2016:described further below:
Revenue | 34 | % | ||
Adjusted EBITDA | 33 | % | ||
Free Cash Flow | 33 | % |
Threshold Performance Requirement. For 2017, no award was payable unless our 2017 adjusted net income exceeded $57.5 million.
Funding FormulasFormula for Financial Results. At least 80% of targeted performance (threshold) for a metric must be achieved to generate any funding. At threshold, 34% offunding for that metric. The funding formula is set out in the target award is funded. At 120% of targeted performance (maximum), the maximum of 200% of the target award is funded.table below. For performance levels greater thanbetween threshold but less thanand target or between target and maximum, the bonus awardfunding is determined by linear interpolation. The funding formula parameters are set out in the following table:
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| Performance Level | | Less than Threshold | | Threshold | | Target | | Maximum and Above | | ||||||||||
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Performance as % of Target | < 80% | 80% | 100% | 120% | ||||||||||||||||
Payout as a % of Target | 0% | 34% | 100% | 200% | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
The sum of the weighted results of the three financial metrics funds the ICP awards. NEOs receive 75% of the funded amount based on financial results. The remaining 25% of the funded amount is earned based on evaluation of performance on strategic goals. Notwithstanding the actual ICP funding results, the Committee retains the discretion to decrease the actual payment for an ICP participant.
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| Performance Level | | Less than Threshold | | Threshold | | Target | | Maximum and Above | | ||||||||||
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Performance as % of Target | < 80% | 80% | 100% | 120% | ||||||||||||||||
Payout as a % of Target | 0% | 34% | 100% | 200% | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
DeterminingThe sum of the weighted results of the three financial metrics funds the ICP awards. For 2017, NEOs received 75% of the funded amount based on financial results. Awards for Strategic Goal Achievement. 2016 executive officerthe remaining 25% of the funded amount were based on an evaluation of performance on strategic goals. For outstanding performance on strategic objectives, are measurable accomplishments which accelerate achievementthe ICP structure permits the strategic goal payment percentage of our long-term strategyup to 200% of target.
Financial results were measured at the corporate level for NEOs except for Mr. Sando, whose financial results were equally weighted between the corporate metrics previously outlined and are not otherwise measurable through annual financial performance metrics. Success indicators included top- and bottom-line growth, operational milestones and business and program innovation.segment-level results for the segment he manages. Funding for his strategic objectives component was determined by corporate results alone in alignment with the other NEOs.
Determining Awards for Strategic Goal Achievement.The threshold levelCommittee determined that three major areas of our business strategy should be used for ICP strategic goals: (1) growth and scale, (2) operational excellence, and (3) high performing organization. The Committee believed that these were the ICP adjusted net income goal must be achieved as a conditioncritical strategic initiatives for funding awards foraccelerating achievement of strategic objectives. As described above, the award opportunity for strategic goals flexes up or down based on overallour long-strategy which are not otherwise measurable through annual financial results and funding, such that the portion of each executive officer's bonus tied to strategic objectives is aligned with our financial performance.performance metrics.
Awards for strategic goal achievement can range from a minimum of no payment to a maximum of 200% of the funded opportunity. The CEO provides the Committee with his assessment of individual results on strategic goals for the other executive officers and the Committee assesses the achievement level of the CEO. Based on these assessments, the Committee determines strategic goal achievement awards for each of the NEOs.
The following chart sets forth the steps in setting goals, measuring results and determining awards under the 2016 ICP:
2016 Incentive Compensation Plan Award Determination
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Financial results were measured at the Corporate level for NEOs except for Mr. Sando. For Mr. Sando, funding for revenue and adjusted EBITDA was weighted 50% on corporate results and 50% on results for the RMW segment that he manages. Funding for his strategic objectives was determined by corporate results on adjusted EBITDA, in alignment with the other executive officers.
The Committee established performance goals at the beginning of the year based on our 2016 operating plan and targeted performance. Over the course of the year, as the business evolved, we increased our guidance as we expected better-than-targeted performance based on an improved market environment. The 2016 targets included significant increases from 2015 actual results, other than for FCF, which was in line with 2015 actual results, but a significant increase from 2015 target. 2015 actual FCF results were $250 million, which exceeded the 2015 target of $178 million. For 2016, FCF was established in line with our long-term targeted rate of converting 50% of adjusted EBITDA into FCF. We outperformed targets across each of our financial measures, delivering strong growth in our core operations and continued success in cost-efficiency programs.
20162017 Financial Results and Funding. As set out in the table below, 20162017 corporate financial performance resulted in 146.3%122.7% of target funding. Because acquisition-related assumptions used in setting target performance did not meet timing expectations, management recommended and the Committee approved a 5% decrease in the 2016 ICP pool on an enterprise basis. This reduced the overall calculated bonus from 146% to 139% of target.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Financial Performance Metric | Weight | | Target ($000) | Actual 2016 Results ($000) | Percentage Achieved | Funding Percentage | | Financial Performance Metric | Weight | | Target ($000) | Actual 2017 Results ($000) | Percentage Achieved | Funding Percentage | | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2016 Revenue | 34% | $1,845 | $1,954 | 105.9% | 129.3% | 2017 Revenue | 34% | $1,895 | $1,851 | 97.7% | 92.3% | ||||||||||||||||||
| 2016 Adjusted EBITDA | 33% | $490 | $500 | 102.0% | 110.2% | 2017 Adjusted EBITDA | 33% | $480 | $480 | 100.0% | 100.0% | ||||||||||||||||||
| 2016 Free Cash Flow | 33% | $245 | $333 | 135.9% | 200.0% | 2017 Free Cash Flow | 33% | $264 | $304 | 115.2% | 176.7% | ||||||||||||||||||
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| Total | 100% | 146.3% | Total | 100% | 122.7% | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Strategic Goal Results and Awards. For Messrs. Nallathambi and Theologides, the Committee determined that their performance during their time with the Company during the year was aligned with the level of financial results achieved, and set their funding level at 122.7% of target. Their awards were then prorated for days served with the company in 2017 per the terms of their employment agreements. For Messrs. Balas, Sando, and Martell, the Committee determined that each of these executive officers demonstrated extraordinary performance with regard to achievement of strategic objectives. The Committee therefore determined that each executive officer achieved his strategic objectives at a level that either equaled or exceeded the level offormulaic financial results achieved,payout value, and set each executive officer's bonustheir funding level at approximately 138% of target for achievementMr. Martell, 137% of the strategic objectives at 139%, the level that was funded based on financial results. The Committee elected to adjusttarget for Mr. Theologides' payout on strategic objectives downward by 19%Balas, and to increase the payout on strategic objectives by 11%125% of target for Mr. Sando. The table below summarizes the target and actual incentive bonus awards for each executive officer.
2016 ICP Awards. The Committee approved the following ICP awards for performance in 2016:
All numbers represented in 000s
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Financial | Strategic Goals (25%) | Funded ICP Award | Actual Total ICP | | | ICP Target | Financial Results | Individual Strategic Results | ICP Award | | ||||||||||||||||||||
| Name | Goals (75%)(1) | Funding | Actual | (Before Adjustment) | (Reduced to 95%) | | Name | ($000) | % of Target | 75% Weight | % of Target | 25% Weight | % of Target | Award ($000) | | ||||||||||||||||
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| Anand Nallathambi | $1,097 | $366 | $366 | $1,463 | $1,390 | Frank D. Martell | $906 | 122.7% | 92.0% | 183.6% | 45.9% | 137.9% | $1,250 | ||||||||||||||||||
| Frank D. Martell | $891 | $297 | $297 | $1,188 | $1,129 | James L. Balas | $383 | 122.7% | 92.0% | 180.9% | 45.2% | 137.3% | $525 | ||||||||||||||||||
| James L. Balas | $419 | $140 | $140 | $559 | $532 | Barry M. Sando | $550 | 115.4% | 86.5% | 154.7% | 38.7% | 125.2% | $690 | ||||||||||||||||||
| Barry M. Sando(2) | $554 | $201 | $224 | $778 | $740 | Stergios Theologides (1) | $240 | 122.7% | 92.0% | 122.7% | 30.7% | 122.7% | $295 | ||||||||||||||||||
| Stergios Theologides | $373 | $124 | $101 | $474 | $450 | Anand Nallathambi (1) | $167 | 122.7% | 92.0% | 122.7% | 30.7% | 122.7% | $205 | ||||||||||||||||||
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Long-Term Incentives (LTI) |
Our long-term incentive compensationLTI program is designed to motivate and reward profitable growth and stockholder value creation through awards of performance-based and time-vested equity. The Committee believes that using performance-based and time-vesting equity vehicles reinforces both performance and retention of key executives while aligning their interests with those of our stockholders and encouraging an appropriate level of risk-taking.
Long-term incentives represent the largest component of executive officer compensation. In 2016,2017, we granted 50% of total LTI value in PBRSUs, and 50% in RSUs.
In determining the amount of the equity compensation awarded to each executive officer, the Committee primarily considered company and individual performance. However, the Committee may also considerevaluate any factor it considers relevant including competencies, skills, prior experiences, scope of responsibility and accountability within the organization, and the long-term incentive awards made by peer groupPeer Group companies to similarly-situated executive officers.
LTI Targets. The Committee established the following 20162017 LTI targets for our NEOs:
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| Base Salary | Target LTI | | ||||||||
| Name | Title | ($000s) | % of Salary | ($000s) | | ||||||
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| Frank D. Martell | President and CEO | $725 | 450% | $3,263 | |||||||
| James L. Balas | Chief Financial Officer | $425 | 200% | $850 | |||||||
| Barry M. Sando | Managing Director, Underwriting and Workflow Solutions | $550 | 200% | $1,100 | |||||||
| Stergios Theologides(1) | Former General Counsel and Secretary | $425 | 200% | $850 | |||||||
| Anand Nallathambi(1) | Former President and Chief Executive Officer | $800 | 535% | $4,280 | |||||||
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| Base Salary | Target LTI | | ||||||||
| Name | Title | ($000s) | % of Salary | ($000s) | | ||||||
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| Anand Nallathambi | President and Chief Executive Officer | $800 | 535% | $4,280 | |||||||
| Frank D. Martell | Chief Operating Officer | $650 | 350% | $2,275 | |||||||
| James L. Balas | Chief Financial Officer | $425 | 150% | $637.5 | |||||||
| Barry M. Sando | Senior Executive Vice President, Group Executive, Risk Management and Workflow | $550 | 200% | $1,100 | |||||||
| Stergios Theologides | Senior Vice President, General Counsel and Secretary | $425 | 200% | $ 850 | |||||||
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The following chart summarizes our LTI components for 2016:2017:
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| LTI VEHICLE | WEIGHT | OVERVIEW | | ||||
PBRSUs | 50% | 3-year measurement period using adjusted EPS growth goals Earn the greater number of shares from: - Annual measurement against 1-year targets and banking of earned shares -
Shares earned also subject to Shares earned from EPS performance subject to modification based on | ||||||
RSUs | 50% | Vests in equal annual installments over 3 years | ||||||
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PBRSUs Granted in 2016.2017. The 20162017 PBRSUs are earned based on annual adjusted EPS achieved relative to annual targets for each of the three years of the performance period.period 2017 through 2019. Please seeAppendix A for a detailed reconciliation of adjusted EBITDA, adjusted EPS and free cash flow to the most directly comparable GAAP financial measures.
Shares earned are calculated as follows:follows below. Participants earn the greater number of PBRSUs resulting from Step 1 or Step 2 (as provided in Step 3).
Step 1: Calculate PBRSUs Earned Annually
As illustrated in the graphic below, adjusted EPS and relative TSR results determine the portion of the PBRSUs may bethat are earned each year.
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| (A) PBRSUs Eligible to be Earned Based on Annual Adjusted EPS Results (% of Total PBRSUs Granted) | | ||||||||||
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| 2017 | 2018 | 2019 | |||||||||
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| 30% | 50% | 20% | |||||||||
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| (B) PBRSUs Earned Based on Adjusted EPS Results | | ||||||
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| Performance Level | Adjusted Annual EPS Results (% of Target) | Accrued PBRSUs Earned (% of Target) | |||||
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| Less than Threshold | < 80% | 0% | |||||
| Threshold | 80% | 50% | |||||
| Target | 100% | 100% | |||||
| Maximum+ | 120% | 200% | |||||
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Step 1: Calculate Annual PBRSUs Earned Versus Target
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| (A) PBRSUs Eligible to be Earned Based on Annual | | ||||||||||
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| 2016 | 2017 | 2018 | |||||||||
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| 30% | 50% | 20% | |||||||||
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| (B) PBRSUs Earned Based on Adjusted EPS Results | | ||||||
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| Performance Level | Adjusted Annual EPS Results (% of Target) | Accrued PBRSUs Earned (% of Target) | |||||
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| Less than Threshold | < 80% | 0% | |||||
| Threshold | 80% | 50% | |||||
| Target | 100% | 100% | |||||
| Maximum+ | 120% | 200% | |||||
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| (C) Relative TSR Modifier | | ||||||||||
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| PBRSUs Earned from | Annual TSR Performance | Modifier | |||||||||
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| 150% to 200% of Target | Top quartile | No modification | |||||||||
| Below top quartile | Earnout capped at 150% of target | ||||||||||
| 50% to 150% of Target | — | No modifications | |||||||||
| 0% | Above | Earnout is 50% of target | |||||||||
| Below | No earnout | ||||||||||
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The TSR modifier ensures alignment
Step 2: Calculate PBRSUs Earned at End of 3-Year EPS ResultsPerformance Period
Three-year calculationsCalculations of PBRSUs earned at the end of the 3-year performance period use the same PBRSUschedules as for annual calculations:
Step 3: PBRSUs earned equals the greater of cumulative PBRSUs earned ineach of the 3 annual calculations during the grant cycle (from Step 1) or overall
the 3-year calculation (from Step 2)
We achieved strong target financial and operating results in 2016,2017, as evidenced by adjusted EPS well above definedat target performance levels. However, ourAs performance did not trigger a payout above 150%, the TSR modifier was not in the top quartile of the Peer Group. As a result, the PBRSUs earned for 2016 performance were capped at 150% of target, as illustrated below.applied.
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2016 Portion of 2016-2018 Performance Period | | % of Award Subject to Crediting in 2016 | | Adj EPS Target | | Adj EPS Results | | % of Adj EPS Target Achieved | | Adj EPS Performance Level | | % of Award Subject to Crediting for Adj EPS Results | | Adjusted for TSR Modifier | | |||||||||||||||||
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2016 | 30% | $2.18 | $2.42 | 111% | 155% | 47% | 45% | |||||||||||||||||||||||||
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The calculation of PBRSUs granted in 2014 and which paid out after the end of the 2014-2016 performance period is presented in the table below. Three-year adjusted EPS results exceeded the total of the single-year achievements, and participants earned 124% of target PBRSUs.
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2014-2016 Performance Period | | % of Award Subject to Crediting | | Adjusted EPS Target | | Adj EPS Results | | % of Adj EPS Target Achieved | | Adj EPS Performance Level | | % of Award Subject to Crediting for Adj EPS Results | | Adjusted for TSR Modifier | | % Vesting | | |||||||||||||||||||
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2014 | 30% | $1.65 | $1.33 | 81% | 0% | 0% | 0% | 0% | ||||||||||||||||||||||||||||
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2015 | 60% | $1.81 | $1.90 | 105% | 133% | 80% | n/a | 80% | ||||||||||||||||||||||||||||
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2016 | 10% | $1.99 | $2.42 | 122% | 200% | 20% | 15% | 15% | ||||||||||||||||||||||||||||
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Total of 3 1 Year Achievements | 100% | 95% | ||||||||||||||||||||||||||||||||||
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Cumulative 3 Year Achievement | 100% | $5.45 | $5.65 | 104% | 124% | n/a | 124% | |||||||||||||||||||||||||||||
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The number of shares earned from the 2014 PBRSU award is presented in the table below.
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| | 2014 PBRSU Grant (2016 Vesting) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Name | Target | Earned | | PBRSUs Earned for 2017 Performance | | % of Award Subject to Crediting in 2017 | | Adjusted EPS Target | | Adjusted EPS Results | | Adjusted EPS Performance | | % of Award Credited for Adjusted EPS Results | | % of Award Credited Adjusted for TSR Modifier | | |||||||||||||||||||
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Anand Nallathambi | 56,940 | 70,870 | 2017 | 30% | $2.35 | $2.37 | 102.3% | 30.64% | 30.64% | |||||||||||||||||||||||||||
Frank D. Martell | 16,928 | 21,069 | ||||||||||||||||||||||||||||||||||
James L. Balas | 3,077 | 3,829 | ||||||||||||||||||||||||||||||||||
Barry M. Sando | 15,389 | 19,153 | ||||||||||||||||||||||||||||||||||
Stergios Theologides | 8,079 | 10,055 | ||||||||||||||||||||||||||||||||||
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2016 Restricted Stock Units.Units Granted in 2017. Vesting of RSUs granted in February 20162017 was subject to the achievement of $55$57.5 million in adjusted net income for 2016, which was achieved.2017. Adjusted net income results exceeded this threshold. For 20172018 RSU awards the performance threshold was increased to $57.5 million.$62.5 million in adjusted net income.
RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date. These awards encourage executive officer retention (as the vesting condition is continuous employment by the executive officer following the grant date) and align the interests of executive officers with those of stockholders (as the value increases or decreases with our stock price).
2016 LTI Awards to NEOs. 2016 long-term incentive awards were made at target for each of the NEOs. As described earlier in this section, target awards were established relative to market medians, which provides a competitive long-term incentive opportunity while allowing for additional value to be earned ifstockholders.
performance is strong. Details2017 LTI Awards. 2017 long-term incentive awards were made at targeted grant value for each of the 2016NEOs. 2017 grant awards are presented in the table below (with award amounts rounded to the nearest hundred).
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| | 2016 Grants | | | 2017 Grant Values | | ||||||||||
Named Executive Officer | RSUs | PBRSUs(1) | | Named Executive Officer | RSUs | PBRSUs (1) | | |||||||||
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Anand Nallathambi | $2,140,000 | $2,140,000 | Frank D. Martell | $1,631,250 | $1,631,250 | |||||||||||
Frank D. Martell | $1,137,500 | $1,137,500 | James L. Balas | $425,000 | $425,000 | |||||||||||
James L. Balas | $319,000 | $319,000 | Barry M. Sando | $550,000 | $550,000 | |||||||||||
Barry M. Sando | $550,000 | $550,000 | Stergios Theologides | $425,000 | $425,000 | |||||||||||
Stergios Theologides | $425,000 | $425,000 | Anand Nallathambi | $2,140,000 | $2,140,000 | |||||||||||
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PBRSUs Settled After 2017. PBRSUs granted in 2015 were paid out after the end of the 2015-2017 performance period. The calculation of the payout is presented in the table below. Three-year adjusted EPS resulted in maximum payouts on both an annual and 3-year calculation basis. However, relative TSR results were below the top quartile for both calculation methods, so payouts were capped at 150% of target.
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2015-2017 PBRSU Performance Period | | % of Award Subject to Crediting for Annual Performance | | Adjusted EPS Target | | Adjusted EPS Results | | % of Adjusted EPS Target Achieved | | Adjusted EPS Performance | | % of Award Subject to Credited for Adjusted EPS Results | | % Vesting- Adjusted for TSR Modifier | | |||||||||||||||||
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2015 | 30% | $1.45 | $1.90 | 131% | 200% | 60% | 45% | |||||||||||||||||||||||||
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2016 | 60% | $1.54 | $2.42 | 157% | 200% | 120% | 90% | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2017 | 10% | $1.63 | $2.37 | 145% | 200% | 20% | 15% | |||||||||||||||||||||||||
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Total of 3 1-Year Results | 100% | 150% | ||||||||||||||||||||||||||||||
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3- Year Results | 100% | $4.62 | 6.68 | 145% | 200% | 150% | ||||||||||||||||||||||||||
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The number of shares earned from the 2015 PBRSU award is presented in the table below.
| | | | | | | | |
| | 2015 PBRSU Grant (2017 Vesting) | | |||||
Name | Target | Earned | | |||||
| | | | | | | | |
Frank D. Martell | 24,210 | 36,315 | ||||||
James L. Balas | 3,873 | 5,809 | ||||||
Barry M. Sando | 16,388 | 24,582 | ||||||
Stergios Theologides(1) | 9,497 | — | ||||||
Anand Nallathambi | 55,125 | 59,718 | ||||||
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Timing of Equity Grants.Awards. After Committee approval, we generally issue annual equity awards to executive officers on the second day on which the NYSE is open for trading following the filing of our Annual Report on Form 10-K, using the last sale price reported for a share of our common stock on the NYSE on that date. Grants to new hires or other grants outside the annual grant cycle follow the same methodology, except that awards are generally issued on the 20th day (or the next succeeding business day if the market is closed on the 20th day) of the third month of the calendar quarter that follows the date on which the Committee approved the awards.
Retirement and Employee Benefit Plans
|
Executive officers are entitled to the same benefits generally available to all full-time employees (subject to fulfilling any minimum service requirement) including the 401(k) plan, health care,healthcare, life insurance and other welfare benefit programs. In designing these benefits, we seek to provide an overall level of benefits that is competitive with those offered by similar companies in the markets in which we operate. We believe that these employee benefits provide a valuable recruiting and retention mechanism for our executive officers and enable us to compete more successfully for qualified executive talent.
Executive Supplemental Benefit Plan and the Pension Restoration Plan. Two of our executive officers — Messrs. Nallathambi and Sando — became participants in our Executive Supplemental Benefit Plan (the "Executive Supplemental Benefit Plan") prior to its closure to new participants in 2010. On November 18, 2010, we amended the Executive Supplemental Benefit Plan to freeze benefits effective as of December 31, 2010. As a result, compensation earned after 2010 is not taken into account in determining covered compensation and final average compensation; service after 2010 is not recognized, except for vesting purposes. Mr. Sando is also a participant in the Pension Restoration Plan, which is limited to individuals who became participants before 1995. Explanation of these plans can be found in the Pension Benefits table below.
Deferred Compensation Plan. The Deferred Compensation Plan is a non-qualified retirement plan that allows eligible participants to defer up to 80% of their salary and annual incentive bonus. Participation is limited to executive officers and certain other key employees. In 2010, we amended the Deferred Compensation Plan to provide additional Company contributions in the form of 401(k) restoration contributions and discretionary retirement savings contributions to a limited number of executive officers who were not eligible to participate in the Executive Supplemental Benefit Plan. Mr. Theologides received discretionary contributions in the amount of $85,000 in 2016.
Other Benefits. We also maintain an executive life insurance program for executive officers and other key employees. This program provides the participant with up to two times their annualized base salary (up to a maximum of $1 million) in group universal life insurance.
Further details regarding perquisites are found in the 20162017 Summary Compensation Table and accompanying footnotes.
Role of the Committee and the Chief Executive Officer |
The Committee is composed solely of independent members of our Board. The Committee reviews and approves executive officer base salaries, annual incentive bonus programs, long-term incentive compensation and other incentive and executive benefit plans. The Committee, in consultation with its independent compensation consultant, analyzes the reasonableness of executive officer compensation, in part by reviewing compensation data from comparable companies and from relevant other industry sources.
Decisions regarding compensation of the Chief Executive OfficerCEO are made solely by the Committee based on its deliberations with input from its independent compensation consultant. Decisions regarding other executive officers are made by the Committee after considering recommendations from the Chief Executive OfficerCEO as appropriate, as well as input from the Committee's independent compensation consultant. Our Chief Executive Officer,CEO and, as appropriate, General Counsel, Chief OperatingLegal Officer, Chief Financial Officer and SVP, Human Resources,Chief People Officer, may attend the portion of the Committee's meetings where individual executive officer performance is discussed. Only Committee members may vote on executive officer compensation decisions.
The Committee regularly meets in executive session with its independent compensation consultant at most meetings.consultant.
Role of Independent Compensation Consultant |
The Committee retained Pay Governance LLC as its independent compensation consultant to advise on the executive officer compensation for 2016.2017. The independent compensation consultant generally advises the Committee on the appropriatenessall aspects of our compensation philosophy, peer group selection and generalthe executive compensation program design.design and governance process. During 2016,2017, as part of its engagement with the Committee, the independent compensation consultant:
The Committee retained its independent compensation consultant directly, although in carrying out assignments, the consultant also interacted with Company management toon behalf of the extent necessary and appropriate.Committee. Pay Governance performed no services for the Company, and the Committee does not believe the independent compensation consultants' work has raised any conflict of interest. The Committee has the sole authority to select, retain, and terminate the independent compensation consultants.
Adjustment or Recovery of Awards |
In 2012, the Committee formally adopted new compensation policies and provisions to further improve alignment with best practices. We adoptedThe Company maintains a recoupment provisions which allow us to recoverpolicy that enables recovery of performance-based compensation to the extent that it is later determined that applicable performance goals were not actually achieved due totaking into account a financial restatement or ethical misconduct. We also added claw-backs in termination agreements for all executive officers. This policy applies to all performance-based incentive
plans including but not limited to the annual incentive cash bonus and performance-based equity awards described above.
Anti-Hedging and Pledging Policy |
The Company maintains a policy that prohibits executive officer transactions in put options, call options or other derivative securities, on an exchange or in any other organized market as well as holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.
Executive Stock Ownership Guidelines and Retention Requirements |
We require our executive officers to own a fixed amount of our stock. The rigorous guidelines are based on a multiple of base salary as outlined below:
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Position | | Ownership Guidelines | | |||||
Chief Executive Officer | 6x base salary | |||||||
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Chief | ||||||||
3x base salary | ||||||||
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3x base salary | ||||||||
| | | | | | | | |
Other Executive Officers | 1x base salary | |||||||
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Covered officers have five years from their date of hire or promotion to the covered position to reach the ownership requirement. All Company securities owned outright or earned and subject only to time-based vesting restrictions count toward the requirement; stock options do not count toward the ownership requirement. Furthermore, we have adopted a share retention requirement which provides that all covered executives must hold at least 50% of net (after tax) shares until the stock ownership guidelines described above are achieved. All NEOs have met their ownership requirements.
Minimum Share Ownership Requirement
(As multiple of base salary)
Employment Agreements and Severance Arrangements |
Each currently employed executive officer is party to an employment agreement with us. The Committee believes that offering employment agreements to key executive officers is consistent with peer practices and serves as an
effective retention tool. Each agreement is individually negotiated and terms may vary. For additional information regarding the terms of the employment agreements, including severance arrangements that we have entered into with our executive officers and the severance benefits actually paid to Mr. Theologides, see "Employment Agreements" below.
Change in Control Agreements |
All equity awards are currently granted under the 2011 Performance Incentive Plan (the "2011 Plan"), as amended. However, at the annual meeting, stockholders will be asked to approve the new 2018 Performance Incentive Plan (the "2018 Plan"). If the 2018 Plan is approved by stockholders, future equity awards will be granted under the 2018 Plan. The 2011 Plan doesand 2018 Plan do not include an automatic "single trigger" change in control vesting provision. Instead, the "double trigger" provides forboth plans include a change in control provision where automatic accelerated vesting of an award in connection with a change in control will only occur if an acquirer or successor to us fails to assume or continue the awards or the awards otherwise do not survive the transaction. Additionally, award agreements include "double-trigger" severance protections,
and provide for accelerated vesting of awards that remain outstanding following a change in control transaction in the event of a termination without cause following a change in control.
The Deferred Compensation Plan generally provides for accelerated vesting of awards or benefits, as the case may be, in the event of a change in control of the Company. In addition, the Executive Supplemental Benefit Plan provides that when a participant incurs an involuntary separation from service without good cause subsequent to a change in control, payment of benefits will commence in the same manner and in the same amount as if the participant had attained his or her normal retirement age on the date of termination.
In addition to the plan and award agreement provisions described above, we have entered into a change in control agreement (a "Change in Control Agreement") with each of our executive officers.officers who remain employed. Under the Change in Control Agreement, a "change in control" means the consummation of any one of the following:
In addition, ifIf the termination of thea covered executive officer's employment occurs without cause or if the executive officer terminates his employment for good reason within the twenty-four monthtwenty-four-month period following a change in control, we will pay the following benefits in one lump sum in the month following the month in which the date of the termination occurs:
Furthermore, under the Change in Control Agreement, for a period ranging from twenty-four to thirty-six months and subject to the covered executive officer's continued payment of the same percentage of the applicable
premiums as the executive officer was paying immediately prior to the date of termination or, if more favorable to the executive officer, at the time at which the change in control occurred, we will provide medical and dental coverage pursuant to COBRA for the executive officer (and if applicable, the executive officer's dependents). To the extent that the executive officer cannot participate in the plans previously available, we will provide such benefits on the same after-tax basis as if they had been available. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers.
The Change in Control Agreement provides that if any excise tax imposed by Section 4999 of the Code (or any similar tax), applies to the payments, benefits or other amounts payable under the agreement or
otherwise, including without limitation, any acceleration of the vesting of outstanding stock options, restricted stock or performance shares (collectively, the "Total Payments"), then the Total Payments will be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) will be $1.00 less than the amount which would cause the Total Payments to be subject to the excise tax; provided that such reduction to the Total Payments will be made only if the after-tax benefit to the executive officer is greater after giving effect to such reduction than if no such reduction had been made. This type of provision is often referred to as a "modified cut-back," and is included because the Change in Control Agreement does not provide for any type of "gross up" or similar benefit.
The Change in Control Agreement had an initial term through December 31, 2011 and is automatically extended for additional one-year periods unless either party notifies the other not later than the preceding January 1 that it does not wish to extend the term for an additional year. All agreements with current executive officers have since been extended through December 31, 2016.2018. For a description of the calculations and further explanation of the payments due to the executive officers upon termination of employment and/or a change in control, see Potential Payments upon Termination or Change in Control tables below.
Impact of Tax and Accounting |
As a general matter, the Committee takes into account the various tax and accounting implications of the compensation vehicles we employ. When determining amounts of long-term incentive grants to executive officers and employees, the Committee examines the accounting cost associated with the grants. Under accounting guidance, grants of stock options, RSUs and PBRSUs result in an accounting charge for the Company. The accounting charge is equal to the fair value of the instruments being issued. For RSUs, the cost is generally equal to the fair value of the stock on the date of grant times the number of shares granted. This expense is amortized over the requisite service period. With respect to stock options, we calculate the fair value of the option and take that value into account as an expense over the vesting period, after adjusting for possible forfeitures. For PBRSUs, we calculate the fair value of the award upon grant, and adjust the value to be expensed on a quarterly basis over the performance period based on expected award payouts, after adjusting for possible forfeitures.
Section 162(m) of the Code generally prohibits any publicly held corporationa publicly-held company from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to each of the chief executive officer and certain of the other most highly compensated executive officers. Exceptions are made for qualified performance-based compensation, among other things. RSUs, PBRSUs and performance units granted to executive officers have been structured in a manner intended to qualify under this exception for performance-based compensation. As such, RSUs and ICP awards are earned contingent upon our achievement of adjusted net income for 2016 of $55 million or more, which performance target was achieved. PBRSUs are earned contingent upon our achievement of the adjusted EPS levels and relative TSR results described above. Other compensation may be subject to the $1 million deduction limit. We generally intend to seek to qualify most of the variablededucting compensation paid to oura current or former NEO that exceeds $1.0 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attaining pre-established performance measures that were set by the Committee under a plan approved by the Company's stockholders, as well as amounts payable to former executive officers pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the "performance-based compensation" exemption from$1.0 million deductibility limit.
As one of the deduction limit. As such,factors in approving the amount and formits consideration of compensation for our executive officers,matters, the Committee considers all elementsnoted this deductibility limitation. However, the Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the cost.Company and our stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible.
COMPENSATION COMMITTEE REPORT |
The Compensation Committee has reviewed and discussed the foregoing CD&A with management. Based on its review and discussions, the Compensation Committee has recommended to the Board that the CD&A be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016,2017 and in the Company's proxy statement for its 2017 annual meeting2018 Annual Meeting of stockholders.
Members of the Compensation Committee | ||
J. David Chatham, Chair |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
Messrs. Chatham (Chair), Folino, O'Brien and Ms. Studenmund served on the Compensation Committee during 2016.2017. No person who served as a member of the Compensation Committee during 20162017 was or is an officer or employee of the Company. No executive officer of the Company serves or served as a director or member of the compensation committee of another company who employed or employs any member of the Company's Compensation Committee or the Board.
EXECUTIVE COMPENSATION TABLES |
20162017 Summary Compensation Table
The following table sets forth certain information concerning compensation of each named executive officer who served as such during the fiscal years ended December 31, 2017, 2016 2015 and 2014,2015, other than for Mr. Balas, for whom compensation information is provided only for the fiscal yearyears ended December 31, 2017 and 2016, the first year thatyears in which he becamewas a named executive officer. The positions listed below are as of December 31, 2016.2017.
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Name and Principal Position | | | Year | | | Salary | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | Name and Principal Position | | | Year | | | Salary | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | |||||||||||||||||||||||||||||||||||||||
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(3) | (4) | (5) | (6) | (7) | (8) | (4) | (5) | (6) | (7) | (8) | (9) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Anand Nallathambi | | | 2016 | | | 800,000 | | | 4,279,940 | | | — | | | 1,390,030 | | | 386,990 | | | 78,609 | | | 6,935,569 | | Frank D. Martell | | | 2017 | | | 710,577 | | | 3,262,445 | | | — | | | 1,250,000 | | | — | | | 61,177 | | | 5,284,199 | | |||||||||||||||||||||||||||||||||||||
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President and Chief | | | 2015 | | | 800,000 | | | 3,699,990 | | | — | | | 1,477,400 | | | — | | | 89,197 | | | 6,066,587 | | President and Chief | | | 2016 | | | 650,000 | | | 2,274,943 | | | — | | | 1,129,400 | | | — | | | 61,490 | | | 4,115,833 | | |||||||||||||||||||||||||||||||||||||
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| Executive Officer (1) | | | 2014 | | | 800,000 | | | 2,959,969 | | | 827,452 | | | 985,075 | | | 1,049,258 | | | 43,288 | | | 6,665,042 | | Executive Officer(1) | | | 2015 | | | 650,000 | | | 1,624,975 | | | — | | | 1,200,400 | | | — | | | 74,139 | | | 3,549,514 | | ||||||||||||||||||||||||||||||||||||
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Frank D. Martell | 2016 | 650,000 | 2,274,943 | — | 1,129,400 | — | 61,490 | 4,115,833 | James Balas | 2017 | 425,000 | 849,992 | — | 525,000 | — | 31,411 | 1,831,403 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Chief Operating Officer (1) | 2015 | 650,000 | 1,624,975 | — | 1,200,400 | — | 74,139 | 3,549,514 | Chief Financial Officer(2) | 2016 | 396,538 | 637,935 | — | 531,700 | — | 24,714 | 1,590,887 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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2014 | 600,000 | 879,959 | 245,990 | 800,380 | — | 31,330 | 2,557,659 | Barry M. Sando | | | 2017 | | | 550,000 | | | 1,099,985 | | | | | | 690,000 | | | 634,144 | | | 52,523 | | | 3,026,652 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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James Balas | | | 2016 | | | 396,538 | | | 637,935 | | | — | | | 531,700 | | | — | | | 24,714 | | | 1,590,887 | | Managing Director, | | | 2016 | | | 550,000 | | | 1,099,981 | | | — | | | 740,000 | | | 378,594 | | | 51,503 | | | 2,820,078 | | |||||||||||||||||||||||||||||||||||||
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Chief Financial Officer (2) | | | | | | | | | | | | | | | | | | | | | | | | | Underwriting & Workflow Solutions | | | 2015 | | | 540,192 | | | 1,099,963 | | | — | | | 730,000 | | | — | | | 63,949 | | | 2,434,104 | | ||||||||||||||||||||||||||||||||||||||
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Barry M. Sando | 2016 | 550,000 | 1,099,981 | — | 740,000 | 378,594 | 51,503 | 2,820,078 | Anand Nallathambi | 2017 | 153,846 | 4,279,979 | — | 205,078 | — | 48,734 | 4,687,637 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Senior Executive Vice | 2015 | 540,192 | 1,099,963 | — | 730,000 | 63,949 | 2,434,104 | Former President and Chief | 2016 | 800,000 | 4,279,940 | — | 1,390,030 | 386,990 | 78,609 | 6,935,569 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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President, Group Executive, Risk Management and Workflow | 2014 | 500,000 | 799,969 | 223,635 | 492,540 | 1,349,113 | 31,571 | 3,396,828 | Executive Officer | 2015 | 800,000 | 3,699,990 | — | 1,477,400 | — | 89,197 | 6,066,587 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Stergios Theologides | | | 2016 | | | 425,000 | | | 849,950 | | | — | | | 450,000 | | | — | | | 115,500 | | | 1,840,450 | | Stergios Theologides | | | 2017 | | | 320,385 | | | 849,992 | | | — | | | 294,905 | | | — | | | 790,951 | | | 2,256,233 | | |||||||||||||||||||||||||||||||||||||
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Senior Vice President, | | | 2015 | | | 410,000 | | | 637,439 | | | — | | | 502,400 | | | — | | | 125,511 | | | 1,675,350 | | Former General Counsel & | | | 2016 | | | 425,000 | | | 849,950 | | | — | | | 450,000 | | | — | | | 115,500 | | | 1,840,450 | | |||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
General Counsel & Secretary | | | 2014 | | | 350,000 | | | 419,966 | | | 117,406 | | | 295,830 | | | — | | | 85,204 | | | 1,268,406 | | Secretary(3) | | | 2015 | | | 410,000 | | | 637,439 | | | — | | | 502,400 | | | — | | | 125,511 | | | 1,675,350 | | |||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
upon satisfaction of certain performance criteria and continued employment through December 31, 2018.2019. If the highest performance target is met or exceeded, the value of the awards at grant date would be as follows: Mr. Nallathambi — $6,419,910;$6,419,969; Mr. Martell — $3,412,415;$4,893,667; Mr, Balas — $956,902;$1,274,988; Mr. Sando — $1,649,972;$1,649,977; and Mr. Theologides — $1,274,926.
$1,274,988.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Named Executive Officer | | | Life Insurance Premiums ($) | | | 401(k) Matching Contributions ($) | | | Amounts Deferred under the Deferred Compensation Plan ($) | | | Health Savings Account ($) | | | Total ($) | | Named Executive Officer | | | Life Insurance Premiums ($) | | | 401(k) Matching Contributions ($) | | | Amounts Deferred under the Deferred Compensation Plan ($) | | | Health Savings Account ($) | | | Cash Severance Payment and COBRA Reimbursement ($) | | | Total ($) | | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Anand Nallathambi | 4,211 | 7,950 | 60,372 | 1,100 | 73,633 | Frank Martell | 4,878 | 8,100 | 47,099 | 1,100 | — | 61,177 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Frank D. Martell | 4,878 | 7,950 | 47,562 | 1,100 | 61,490 | James Balas | 1,620 | 8,100 | 20,591 | 1,100 | — | 31,411 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
James Balas | 1,218 | 7,950 | 14,446 | 1,100 | 24,714 | Barry M. Sando | 12,723 | 8,100 | 30,600 | 1,100 | — | 52,523 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Barry M. Sando | 12,003 | 7,950 | 30,450 | 1,100 | 51,503 | Anand Nallathambi | 1,318 | 8,100 | 38,216 | 1,100 | — | 48,734 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stergios Theologides | 1,578 | 7,950 | 104,872 | 1,100 | 115,500 | Stergios Theologides | 1,901 | — | — | 1,100 | 787,950 | 790,951 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grants of Plan-Based Awards for |
The following table sets forth information concerning awards made to each of the NEOs under the 2011 Plan during 2016.2017.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | | Approval Date | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Grant Date Fair Value of Stock & Option Awards (3) ($) | | Name | | | Approval Date | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Grant Date Fair Value of Stock & Option Awards (3) ($) | | |||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| Frank D. Martell | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| Annual Bonus — Performance Units | | | 3/14/2017 | | | 3/14/2017 | | | 308,125 | | | 906,250 | | | 1,812,500 | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Anand Nallathambi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 2/22/2017 | | | 2/28/2017 | | | | | | | | | | | | | | | 29,025 | | | | | | 1,137,490 | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Bonus — Performance Units | | | 2/23/2016 | | | 2/23/2016 | | | 340,000 | | | 1,000,000 | | | 2,000,000 | | | | | | | | | | | | | | PBRSUs | | | 2/22/2017 | | | 2/28/2017 | | | | | | | | | | | | 14,512 | | | 29,025 | | | 58,050 | | | 1,137,490 | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | | 2/23/2016 | | | 3/1/2016 | | | | | | | | | | | | | | | 61,247 | | | | | | 2,139,970 | | RSUs | | | 3/14/2017 | | | 3/14/2017 | | | | | | | | | | | | | | | 12,396 | | | | | | 493,733 | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PBRSUs | | | 2/23/2016 | | | 3/1/2016 | | | | | | | | | | | | 30,623 | | | 61,247 | | | 122,494 | | | 2,139,970 | | PBRSUs | | | 3/14/2017 | | | 3/14/2017 | | | | | | | | | | | | 6,198 | | | 12,396 | | | 24,792 | | | 493,733 | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Frank D. Martell | James Balas | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
Annual Bonus — Performance Units | 2/23/2016 | 2/23/2016 | 276,250 | 812,500 | 1,625,000 | Annual Bonus — Performance Units | 2/22/2017 | 2/22/2017 | 130,050 | 382,500 | 765,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
RSUs | 2/23/2016 | 3/1/2016 | 32,555 | 1,137,472 | RSUs | 2/22/2017 | 2/28/2017 | 10,845 | 425,016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
PBRSUs | 2/23/2016 | 3/1/2016 | 16,277 | 32,555 | 65,110 | 1,137,472 | PBRSUs | 2/22/2017 | 2/28/2017 | 5,422 | 10,844 | 21,688 | 424,976 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| James Balas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Barry M. Sando | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Bonus — Performance Units | | | 4/29/2016 | | | 4/29/2016 | | | 130,050 | | | 382,500 | | | 765,000 | | | | | | | | | | | | | | Annual Bonus — Performance Units | | | 2/22/2017 | | | 2/22/2017 | | | 187,000 | | | 550,000 | | | 1,100,000 | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | | 2/23/2016 | | | 3/1/2016 | | | | | | | | | | | | | | | 9,129 | | | | | | 318,967 | | RSUs | | | 2/22/2017 | | | 2/28/2017 | | | | | | | | | | | | | | | 14,034 | | | | | | 549,992 | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PBRSUs | | | 2/23/2016 | | | 3/1/2016 | | | | | | | | | | | | 4,564 | | | 9,129 | | | 18,258 | | | 318,967 | | PBRSUs | | | 2/22/2017 | | | 2/28/2017 | | | | | | | | | | | | 7,017 | | | 14,034 | | | 28,068 | | | 549,992 | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Barry M. Sando | Anand Nallathambi | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
Annual Bonus — Performance Units | 2/23/2016 | 2/23/2016 | 187,000 | 550,000 | 1,100,000 | Annual Bonus — Performance Units | 2/22/2017 | 2/22/2017 | 340,000 | 1,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RSUs | 2/23/2016 | 3/1/2016 | 15,741 | 549,991 | RSUs | 2/22/2017 | 2/28/2017 | 54,606 | 2,140,009 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
PBRSUs | 2/23/2016 | 3/1/2016 | 7,870 | 15,741 | 31,482 | 549,991 | PBRSUs | 2/22/2017 | 2/28/2017 | 27,302 | 54,605 | 109,210 | 2,139,970 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| Stergios Theologides | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stergios Theologides | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Bonus — Performance Units | | | 2/23/2016 | | | 2/23/2016 | | | 115,600 | | | 340,000 | | | 680,000 | | | | | | | | | | | | | | Annual Bonus — Performance Units | | | 2/22/2017 | | | 2/22/2017 | | | 115,600 | | | 340,000 | | | 680,000 | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | | 2/23/2016 | | | 3/1/2016 | | | | | | | | | | | | | | | 12,163 | | | | | | 424,975 | | RSUs | | | 2/22/2017 | | | 2/28/2017 | | | | | | | | | | | | | | | 10,845 | | | | | | 425,016 | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PBRSUs | | | 2/23/2016 | | | 3/1/2016 | | | | | | | | | | | | 6,081 | | | 12,163 | | | 24,326 | | | 424,975 | | PBRSUs | | | 2/22/2017 | | | 2/28/2017 | | | | | | | | | | | | 5,422 | | | 10,844 | | | 21,688 | | | 424,976 | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Employment Agreements |
Effective March 6, 2017, we entered into a new employment agreement with Frank Martell, which superseded the prior agreement and amendments thereto. On April 8, 2016, we entered into an employment agreement with Mr. Balas. In May 2011, we entered into employment agreements with Anand Nallathambi, Barry M. Sando and Stergios Theologides, and effective June 16, 2014 and October 6, 2014, we amended the employment agreement with Mr. Sando. On July 20, 2011, we entered into an employment agreement with Frank Martell, which was amended effective June 16, 2014 and April 8, 2016. On April 8, 2016, we entered into an employment agreement with Mr. Balas. On March 2, 2017, Mr. Nallathambi passed away, which resulted in the termination of his employment agreement. On September 15, 2017, Mr. Theologides' employment terminated, which resulted in the termination of his employment agreement. The material terms of the employment agreements, which are substantially similar in form, are as follows:
Outstanding Equity Awards at Fiscal Year-End for |
The following table shows outstanding equity awards held by our NEOs as of December 31, 2016.2017.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Option Awards | | Stock Awards | |||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price(1) ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | 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 ($) | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Anand Nallathambi | 101,530 | 26.36 | 2/22/2017 | (4) | |||||||||||||||||||||||
| | | 50,765 | | | | 23.61 | | 3/30/2017 | (4) | | | | | | | | | | |||||||||
| 227,878 | 18.76 | 5/31/2020 | |||||||||||||||||||||||||
| | | 62,645 | | | | 17.24 | | 3/15/2021 | | | | | | | | | | ||||||||||
| 104,516 | 15.50 | 3/1/2022 | |||||||||||||||||||||||||
| | | 119,653 | | — | | 25.95 | | 2/26/2023 | | | | | | | | | | ||||||||||
| 45,552 | 22,776 | 32.49 | 3/2/2024 | (5) | |||||||||||||||||||||||
| | | | | | | | | | | 11,388 | (6) | | 419,420 | | | | | | |||||||||
| 70,870 | (7) | 2,610,142 | |||||||||||||||||||||||||
| | | | | | | | | | | 36,750 | (8) | | 1,353,503 | | | | | | |||||||||
| 66,150 | (9) | 2,436,305 | |||||||||||||||||||||||||
| | | | | | | | | | | 61,247 | (10) | | 2,255,727 | | | | | | |||||||||
| 27,561 | (11) | 1,015,072 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | 11,025 | (12) | | 406,051 | | |||||||||
| 42,872 | (13) | 1,578,976 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Frank D. Martell | | 116,298 | | | | 11.35 | | 8/29/2021 | | | | | | | | | | ||||||||||
| 63,870 | 15.50 | 3/1/2022 | |||||||||||||||||||||||||
| | | 38,150 | | | | 25.95 | | 2/26/2023 | | | | | | | | | | ||||||||||
| 13,542 | 6,771 | 32.49 | 3/2/2024 | (5) | |||||||||||||||||||||||
| | | | | | | | | | | 3,386 | (6) | | 124,706 | | | | | | |||||||||
| 21,069 | (7) | 775,971 | |||||||||||||||||||||||||
| | | | | | | | | | | 16,140 | (8) | | 594,436 | | | | | | |||||||||
| 29,052 | (9) | 1,069,985 | |||||||||||||||||||||||||
| | | | | | | | | | | 32,555 | (10) | | 1,199,001 | | | | | | |||||||||
| 14,649 | (11) | 539,523 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | 4,842 | (12) | | 178,331 | | |||||||||
| 22,788 | (13) | 839,282 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| James Balas | | 7,732 | | | | 11.38 | | 9/27/2021 | | | | | | | | | | ||||||||||
| 8,709 | 15.50 | 3/1/2022 | |||||||||||||||||||||||||
| | | 7,803 | | | | 25.95 | | 2/26/2023 | | | | | | | | | | ||||||||||
| 2,462 | 1,231 | 32.49 | 3/2/2024 | (5) | |||||||||||||||||||||||
| | | | | | | | | | | 616 | (6) | | 22,687 | | | | | | |||||||||
| 3,829 | (7) | 141,022 | |||||||||||||||||||||||||
| | | | | | | | | | | 2,582 | (8) | | 95,095 | | | | | | |||||||||
| 4,647 | (9) | 171,149 | |||||||||||||||||||||||||
| | | | | | | | | | | 9,129 | (10) | | 336,221 | | | | | | |||||||||
| 4,108 | (11) | 151,298 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | 774 | (12) | | 28,506 | | |||||||||
| 6,390 | (13) | 235,344 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Barry M. Sando | | 17,401 | | | | 17.24 | | 3/15/2021 | | | | | | | | | | ||||||||||
| 22,532 | 15.50 | 3/1/2022 | |||||||||||||||||||||||||
| | | 26,011 | | | | 25.95 | | 2/26/2023 | | | | | | | | | | ||||||||||
| 12,311 | 6,156 | 32.49 | 3/2/2024 | (5) | |||||||||||||||||||||||
| | | | | | | | | | | 3,078 | (6) | | 113,363 | | | | | | |||||||||
| 19,153 | (7) | 705,405 | |||||||||||||||||||||||||
| | | | | | | | | | | 10,926 | (8) | | 402,405 | | | | | | |||||||||
| 19,665 | (9) | 724,262 | |||||||||||||||||||||||||
| | | | | | | | | | | 15,741 | (10) | | 579,741 | | | | | | |||||||||
| 7,083 | (11) | 260,867 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | 3,277 | (12) | | 120,692 | | |||||||||
| 11,018 | (13) | 405,793 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
|
| | Option Awards | | Stock Awards |
| | Option Awards | | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price(1) ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date (1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | 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 ($) | ||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||
| Frank D. Martell | 116,298 | 11.35 | 8/29/2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 63,870 | | | | 15.50 | | 3/1/2022 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
| 38,150 | 25.95 | 2/26/2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 20,313 | | | | 32.49 | | 3/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
| 8,070 | (3) | 372,915 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
�� | | | | | | | | | | | 36,315 | (4) | | 1,678,116 | | | | | | |||||||||||||||||||||||||||||||||||||
| 21,704 | (5) | 1,002,942 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 33,040 | (6) | | 1,526,778 | | | | | | |||||||||||||||||||||||||||||||||||||
| 41,421 | (7) | 1,914,064 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 12,955 | (8) | | 598,651 | | | | | | |||||||||||||||||||||||||||||||||||||
| 6,511 | (9) | 300,873 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | 28,994 | (10) | | 1,339,813 | | |||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| Stergios Theologides | 35,980 | 18.76 | 5/31/2020 | James Balas | 7,732 | 11.38 | 9/27/2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | 18,792 | | | | 17.24 | | 3/15/2021 | | | | | | | | | | | | 8,709 | | | | 15.50 | | 3/1/2022 | | | | | | | | | | ||||||||||||||||||||
| 25,403 | 15.50 | 3/1/2022 | 7,803 | 25.95 | 2/26/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 18,208 | | | | 25.95 | | 2/26/2023 | | | | | | | | | | | | 3,693 | | | | 32.49 | | 3/2/2024 | | | | | | | | | | ||||||||||||||||||||
| 6,463 | 3,232 | 32.49 | 3/2/2024 | (5) | 1,291 | (3) | 59,657 | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 1,616 | (6) | | 59,517 | | | | | | | | | | | | | | | | 5,809 | (4) | | 268,434 | | | | | | ||||||||||||||||||
| 10,055 | (7) | 370,326 | 6,086 | (5) | 281,234 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 6,332 | (8) | | 233,208 | | | | | | | | | | | | | | | | 9,265 | (6) | | 428,136 | | | | | | ||||||||||||||||||
| 11,396 | (9) | 419,715 | 10,845 | (7) | 501,147 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 12,163 | (10) | | 447,963 | | | | | | | | | | | | | | | | 3,391 | (8) | | 156,698 | | | | | | ||||||||||||||||||
| 5,473 | (11) | 201,571 | — | 1,825 | (9) | 84,333 | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | 1,899 | (12) | | 69,940 | | | | | | | | | | | | | | | | 7,590 | (10) | | 350,734 | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
| 8,514 | (13) | 313,571 | Barry M. Sando | 17,401 | 17.24 | 3/15/2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 22,532 | | | | 15.50 | | 3/1/2022 | | | | | | | | | | ||||||||||||||
| 26,011 | 25.95 | 2/26/2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 18,467 | | | | 32.49 | | 3/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
| 5,463 | (3) | 252,445 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 24,582 | (4) | | 1,135,934 | | | | | | |||||||||||||||||||||||||||||||||||||
| 10,494 | (5) | 484,928 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 15,975 | (6) | | 738,205 | | | | | | |||||||||||||||||||||||||||||||||||||
| 14,034 | (7) | 648,511 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 4,389 | (8) | | 202,816 | | | | | | |||||||||||||||||||||||||||||||||||||
| 3,148 | (9) | 145,469 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | 9,823 | (10) | | 453,921 | | |||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
| Anand Nallathambi | 227,878 | 18.76 | 5/31/2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 62,645 | | | | 17.24 | | 3/15/2021 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
| 104,516 | 15.50 | 3/1/2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 119,653 | | | | 25.95 | | 2/26/2023 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
| 68,328 | 32.49 | 3/2/2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 59,718 | (4) | | 2,759,569 | | | | | | |||||||||||||||||||||||||||||||||||||
| 24,173 | (6) | 1,117,034 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 948 | (8) | | 34,915 | | | | | | |||||||||||||||||||||||||||||||||||||
| 4,763 | (9) | 220,098 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | 2,123 | (10) | | 98,104 | | |||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
| Stergios Theologides | 3,166 | (3) | 146,301 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | 8,109 | (5) | | 374,717 | | | | | | |||||||||||||||||||||||||||||||||||||
| 10,845 | (7) | 501,147 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Option Exercises and Stock Vested for 20162017
The following table sets forth information concerning value realized by each of the NEOs upon exercise of stock options and vesting of other stock awards during 2016.2017.
| | | | | | | | | | | | | | | | | | | | | | | | |
|
| Option Awards | Stock Awards | |
| Option Awards | Stock Awards | | ||||||||||||||||
| Name | Number of | Value Realized | Number of | Value Realized | | Name | Number of | Value Realized | Number of | Value Realized | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Anand Nallathambi | — | — | 38,318 | 2,499,308 | Frank D. Martell | — | — | 23,169 | 1,698,141 | ||||||||||||||
| Frank D. Martell | — | — | 15,438 | 864,338 | James Balas | — | — | 4,257 | 343,496 | ||||||||||||||
| James Balas | — | — | 2,788 | 161,727 | Barry M. Sando | 19,151 | 1,290,566 | ||||||||||||||||
| Barry M. Sando | 112,443 | 2,144,845 | 12,919 | 614,696 | Anand Nallathambi | 152,295 | 2,084,411 | 174,963 | 9,193,563 | ||||||||||||||
| Stergios Theologides | — | — | 6,869 | 388,922 | Stergios Theologides | 108,078 | 2,720,275 | 9,254 | 739,810 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
The following table shows the actuarial present value of the accumulated retirement benefits payable upon normal retirement age (or, for Mr. Nallathambi, payable upon his death) to each of the NEOs who participate in a pension plan, computed as of December 31, 2016.2017. The amounts disclosed are based upon benefits provided to the NEOs under our Pension Restoration Plan ("Pension Restoration Plan") and our Executive Supplemental Benefit Plan. Benefit accruals were frozen under the Pension Restoration Plan as of April 30, 2008 and the Executive Supplemental Benefit Plan was frozen effective December 31, 2010. Prior to the Separation, weWe previously maintained a pension plan, which was assumed by First American Financial Corporation ("FAFC") in connection with the Separation.spinning off our financial services businesses now known as FAFC on June 1, 2010 (the "Separation"). Messrs. Balas, Martell and Theologides were not eligible to participate in the Pension Restoration Plan or the Executive Supplemental Benefit Plan and therefore they are not included in the following table.
| | | | | | | | | | | | | | | | | | | | | ||||
| Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefits(2) ($) | Payments During Last Fiscal Year ($) | | Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefits (2) ($) | Payments During Last Fiscal Year (3) ($) | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Anand Nallathambi | Executive Supplemental Benefit Plan | 25 | 3,999,470 | — | Anand Nallathambi | Executive Supplemental Benefit Plan | 25 | 2,428,984 | 127,846 | ||||||||||||||
| Barry M. Sando | Executive Supplemental Benefit Plan | 25 | 5,187,253 | — | Barry M. Sando | Executive Supplemental Benefit Plan | 26 | 5,807,220 | — | ||||||||||||||
| Pension Restoration Plan | 24 | 116,066 | — | Barry M. Sando | Pension Restoration Plan | 25 | 130,243 | — | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Pension Restoration Plan
During 1996, we adopted the Pension Restoration Plan. This plan is an unfunded, non-qualified plan designed to make up for the benefit accruals that were limited under our tax-qualified pension plan based on compensation in excess of the amount of compensation that may be considered under federal tax law limits for qualified plans. However, in order to limit its expense, the Pension Restoration Plan does not make up for benefit accruals on compensation exceeding $275,000. The Pension Restoration Plan also makes up for benefits that could not be paid from a qualified plan because of limitations imposed by the federal tax laws. Vesting of benefits payable to an employee under the Pension Restoration Plan generally occurs upon employment through "normal retirement age." "Normal retirement age" is defined as the later of the employee's attainment of age 65 or three years of service with us. The Pension Restoration Plan was effective as of January 1, 1994, but only covers selected employees who were participants in the tax-qualified pension plan formerly sponsored by us which was assumed by FAFC in connection with the
Separation. The Pension Restoration Plan excludes pay earned after December 31, 2001. The Pension Restoration Plan was amended in February 2008 to eliminate benefit accruals for service after April 30, 2008.
Effective January 1, 2009, to comply with Section 409A of the Code, payment of benefits under the Pension Restoration Plan commences the first of the month following a participant's separation from service or six months following a participant's separation from service if he is considered a specified employee. Also, benefit options under the Pension Restoration Plan include various actuarial equivalent annuity options. A participant with at least three years of service with us may elect to retire after attaining age 55, but prior to age 65, and receive reduced benefits. Benefits are reduced 1/180th for each of the first 60 months and by 1/360th for each of any additional months by which the benefit commencement date precedes the participant's normal retirement date. Mr. Sando is the only NEO who participates in the Pension Restoration Plan, and he was eligible for early retirement but not normal retirement at December 31, 2016.2017.
On June 1, 2010, in connection with spinning off the businesses now known as FAFC, the sponsorship of a portion of the Pension Restoration Plan and the liabilities under the plan were transferred to FAFC with respect to the accrued benefits for employees and former employees who were transferred to FAFC. We remain responsible for liabilities under the Pension Restoration Plan relating to the accrued benefits of employees who were not transferred to FAFC, which are now payable pursuant to the terms of the CoreLogic, Inc. Pension Restoration Plan, the successor plan to the original Pension Restoration Plan. The new plan is intended to govern the benefits payable to participants under the plan as of June 1, 2010 and is not intended to grant additional benefits to the participants in excess of their benefits accrued under the original Pension Restoration Plan.
Executive Supplemental Benefit Plan
The Executive Supplemental Benefit Plan provides retirement benefits for, and pre-retirement death benefits with respect to, certain key management personnel. The plan was originally adopted in 1985 and has been amended a number of times since then. Under the plan, as originally adopted, upon retirement at normal retirement date (the later of age 65 or completion of 10 years of service) the participant received a joint life and 50% survivor annuity benefit equal to 35% of "final average compensation." "Final average compensation" was determined for those three calendar years out of the last 10 years of employment preceding retirement in which final average compensation is the highest. Final average compensation
includes base salary and commissions, cash bonuses and stock bonuses that are granted to compensate for past services (such as annual incentive bonus RSUs).
Under the original plan, the benefit was reduced by 5% for each year prior to normal retirement date in which retirement occurs and, until age 70, increased by 5% (compounded in order to approximate the annuitized value of the benefit had retirement occurred at age 65) for each year after such date in which retirement occurs. With respect to such postponed retirement, the plan took into account covered compensation received until age 70, so that the retirement benefit of an executive who retires after normal retirement date is determined as the greater of the annuitized benefit or the benefit calculated using final average compensation until age 70.
To be eligible to receive benefits under the plan, a participant must be at least age 55, have been an employee of us or one of our subsidiaries for at least 10 years and covered by the plan for at least five years. A pre-retirement death benefit is provided consisting of 10 annual payments, each of which equals 50% of final average compensation. Subject to applicable legal rules, the Board can, in its discretion, pay the participant or beneficiary in an actuarial equivalent lump sum or other form of benefit. In the event of a "change in control" (as defined in the plan) of us, a participant who retires after the change in control shall receive the same benefits as if he were retiring upon the attainment of normal retirement date.
The Executive Supplemental Benefit Plan was amended in September 2005 to provide that participants who thereafter engage in competition with us, either during their employment with or following their departure, forfeit their right to receive any vested benefits under the plan. Competition includes the misappropriation, sale, use or disclosure of our trade secrets, confidential or proprietary information and solicitation of our customers.
To reduce the costs of the plan to us, the plan was further amended in October 2007. Among other changes, this amendment (i) reduced the normal retirement date to the latest of age 62, the date on which the participant completes 10 years of service with us and the date on which the participant was covered, in combination, by the plan or FAC Management Supplemental Benefit Plan for five years; (ii) changed the period over which "final average compensation" is determined to the five calendar years preceding retirement; (iii) reduced the maximum benefit payable to a joint life and 50% survivor annuity benefit equal to 30% of final average compensation; (iv) eliminated any increased benefit for postponed retirement beyond the normal retirement date; and (v) provided for accelerated vesting only upon a change in control that is not approved by our incumbent Board. The benefit is reduced by 5.952% for each year prior to age 62 in which retirement actually occurs. Participants who were vested as of the effective date of the amendment, November 1, 2007, are entitled to receive the higher of the benefit as calculated under the amended plan and the benefit to which the participant would have been entitled had he retired on October 31, 2007.
In connection with the Separation, we transferred sponsorship and administration of a portion of the Executive Supplemental Benefit Plan to FAFC. As part of this transfer, FAFC assumed the liabilities under the portion of the plan covering employees and former employees who were transferred to FAFC. Following the Separation, we remained responsible for the liabilities under the portion of the Executive Supplemental Benefit Plan relating to our employees and former employees who were not transferred to FAFC. We maintain the CoreLogic, Inc. Executive Supplemental Benefit Plan as the successor to the original Executive Supplemental Benefit Plan in satisfaction of its liabilities to such employees who were participants and accrued benefits under the Executive Supplemental Benefit Plan, but were not transferred to FAFC. The CoreLogic, Inc. Executive Supplemental Benefit Plan is intended to provide future benefits for our employees on and after June 1, 2010 and is intended to govern the benefits payable to such employees both before and after June 1, 2010.
Effective December 31, 2010, the CoreLogic, Inc. Executive Supplemental Benefit Plan was frozen and amended to, among other things: (i) close the Planplan to new participants; (ii) freeze the average pay calculation as of December 31, 2010 (compensation after December 31, 2010 will not be taken into consideration in calculating benefits); (iii) amend the amount and form of the pre-retirement death benefit to provide for payment to a participant's designated beneficiary in an amount equal to the survivor portion of a 50% joint and survivor annuity for the life of the beneficiary, or if the participant's beneficiary is someone other than the participant's spouse or domestic partner, for a maximum of twenty years; and (iv) apply a proration factor to the benefit amount payable, the numerator of which is a participant's service at December 31, 2010 and the denominator of which is the participant's service that would have accrued as of his or her early retirement date if the participant was not early retirement eligible as of December 31, 2010.
In addition to the amendments described above, the change of control provisions were amended to provide that participants will become 100% vested in all plan benefits upon an involuntary separation from service without good cause following a change of control. Prior to the amendment, participants became 100% vested in all plan benefits upon a change of control, regardless of whether they incurred a separation of service for any reason. Furthermore, the retirement income benefit provided to participants and commencing upon a separation from service following a change of control on the same basis as though
they had attained normal retirement age is limited to participants who experience an involuntary separation from service without good cause following a change of control.
As of December 31, 2016,2017, there remained fivethree active employees, including Messrs. Nallathambi andMr. Sando, who participate in the plan. Upon Mr. Nallathambi's death, benefits under the Plan were payable to his beneficiary. The plan is closed to new participants. As of December 31, 2016, Messrs. Nallathambi and2017, Mr. Sando werewas eligible for early retirement but not normal retirement. The plan is unfunded and unsecured. We have previously purchased insurance, of which we are the owner and beneficiary, on the lives of certain plan participants. This insurance is designed to offset, over the life of the plan, a portion of our costs incurred with respect to the plan.
Nonqualified Deferred Compensation for |
As reflected in the following table, certain of our executive officers have elected to participate in our Deferred Compensation Plan (the "Deferred Compensation Plan").
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (1) ($) | Aggregate Earnings in Last FY (2) ($) | Aggregate Withdrawals/ Distributions (3) ($) | Aggregate Balance at Last FYE (4) ($) | | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Anand Nallathambi | 80,000 | 60,372 | 154,796 | — | 1,877,717 | Frank D. Martell | 395,290 | 47,562 | 258,858 | — | 1,819,453 | ||||||||||||||||
| Frank D. Martell | 420,140 | 47,562 | 96,169 | — | 1,117,743 | James Balas | 159,405 | 14,446 | 75,668 | 514,221 | |||||||||||||||||
| James Balas | 105,000 | 14,446 | 24,278 | 264,701 | Barry M. Sando | 22,200 | 30,450 | 182,484 | — | 1,166,763 | |||||||||||||||||
| Barry M. Sando | 38,400 | 30,450 | 70,219 | — | 931,630 | Anand Nallathambi | 15,385 | 60,372 | 147,451 | 1,654,131 | 446,793 | ||||||||||||||||
| Stergios Theologides | 62,990 | 104,872 | 74,049 | 46,225 | 861,541 | Stergios Theologides | 57,815 | 19,872 | 153,351 | — | 589,686 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Deferred Compensation Plan offers to a select group of management and highly compensated employees the opportunity to elect to defer portions of their base salary, commissions and cash bonuses. We maintain a deferral account for each participating employee on a fully vested basis for all employee deferrals. Participants can choose to have their cash benefits paid in one lump sum or in quarterly payments upon separation from service or death. Subject to the terms and conditions of the plan, participants may also elect scheduled and nonscheduled in-service withdrawals of compensation deferred prior to January 1, 2005, and the earnings and losses attributable thereto. Withdrawals of compensation deferred after December 31, 2004, and the earnings and losses attributable thereto, must be scheduled by the participant at the time the participant elects to defer such compensation.
Participants allocate their deferrals among a variety of investment crediting options offered under the plan. The investment crediting rates are based upon the rates of return available under certain separate accounts offered through variable insurance products.
For all participants who joined the Deferred Compensation Plan prior to December 31, 2001, the plan provides a pre-retirement life insurance benefit equal to the lesser of 15 times the amount deferred in the participant's first year of participation or $2 million. The life insurance benefit is reduced beginning at age 61 by 20% per year. Participants who join the plan after December 31, 2001 are not eligible for this insurance benefit. We pay a portion of the cost of such life insurance benefits. The plan is unfunded and unsecured.
The Deferred Compensation Plan was amended in 2010 to provide for (i) Company contributions to the plan in the form of 401(k) restoration contributions and (ii) Company discretionary retirement savings contributions to a limited number of senior officers who were not eligible to participate in the Executive Supplemental Benefit Plan. The amount of our 401(k) restorations contributions made to participant accounts is determined based on the amount of discretionary matching contributions that would be made under the 401(k) Plan if the participants' deferrals under the Deferred Compensation Plan were instead made under the 401(k) Plan, but without regard to the statutory limits that apply to the benefits that may be provided under the 401(k) Plan. The discretionary retirement savings contribution for Mr. Theologides vests five years following contribution. There are currently no other vesting limitations in the Deferred Compensation Plan.
Potential Payments Upon Termination or Change in Control |
The following tables describe payments and other benefits that would be provided to certain of our executive officers under the specified circumstances upon a change in control of us or their termination,
assuming a termination or change in control occurred on December 31, 2016.2017. For further discussion, see Compensation Discussion and Analysis — Change in Control Agreements above.
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| | Anand Nallathambi | | | FRANK D. MARTELL | | ||||||||||||||||||||||||||||||||||||||||||||||
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| | Potential Payments upon Termination or Change in Control | | | Potential Payments upon Termination or Change in Control | | ||||||||||||||||||||||||||||||||||||||||||||||
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| | | | | Involuntary Termination | | Change in Control (1) | | | | | | | | | Involuntary Termination | | Change in Control (1) | | | | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| Executive Payments and Benefits Upon Termination | | Voluntary Resignation ($) | | For Cause ($) | | Without Cause/ for Good Reason ($) | | With Termination for Good Reason/ Without Cause ($) | | Death ($) (2) | | Disability ($) | | | Executive Payments and Benefits Upon Termination | | Voluntary Resignation ($) | | For Cause ($) | | Without Cause/ Good Reason ($) | | With Termination for Good Reason/ Without Cause ($) | | Death ($) | | Disability ($) | | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| Compensation | | | | | | | | | | | | | Compensation | | | | | | | | | | | | |||||||||||||||||||||||||||
| Severance | | | — | | | — | | 3,600,000 | (3) | | 5,400,000 | (4) | | — | | — | | | Severance | | | — | | | — | | 3,262,500 | (2) | | 4,893,750 | (3) | | — | | — | | |||||||||||||||
| Bonus | | | — | | | — | | 1,390,030 | (5) | | 1,000,000 | (6) | | 1,000,000 | | 1,000,000 | | | Bonus | | | — | | | — | | 1,250,000 | (4) | | 906,250 | (5) | | 906,250 | | 906,250 | | |||||||||||||||
| Accelerated Vesting — Options (7) | | | — | | | — | | — | | | 98,848 | | | 98,848 | | 98,848 | | | Accelerated Vesting — Options | | | — | | | — | | — | | | — | | | — | | — | | |||||||||||||||
| Accelerated Vesting — RSU (8) | | | 419,420 | | | — | | 4,028,649 | | | 4,028,649 | | | 4,028,649 | | 4,028,649 | | | Accelerated Vesting — RSU (6) | | | — | | | — | | 3,289,921 | | | 3,289,921 | | | 3,289,921 | | 3,289,921 | | |||||||||||||||
| Accelerated Vesting — PBRSU (9) | | | — | | | — | | — | | | 4,285,981 | | | 4,285,981 | | 4,285,981 | | | Accelerated Vesting — PBRSU (7) | | | — | | | — | | — | | | 4,537,175 | | | 4,537,175 | | 4,537,175 | | |||||||||||||||
| Deferred Compensation Plan (10) | | | 1,877,717 | | | 1,877,717 | | 1,877,717 | | | 1,877,717 | | | 1,877,717 | | 1,877,717 | | | Deferred Compensation (8) | | | 1,819,453 | | | 1,819,453 | | 1,819,453 | | | 1,819,453 | | | 1,819,453 | | 1,819,453 | | |||||||||||||||
| Executive Supplemental Benefit Plan (11) | | | 3,398,966 | | | 3,398,966 | | 3,398,966 | | | 5,826,532 | (12) | | 2,038,826 | (13) | 3,398,966 | (14) | | Benefit Continuation | | | — | | | — | | 46,235 | (9) | | 53,638 | (10) | | — | | — | | |||||||||||||||
| Benefit Continuation | | | — | | | — | | 43,484 | (15) | | 50,786 | (16) | | — | | — | | | Total | | | 1,819,453 | | | 1,819,453 | | 9,668,109 | | | 15,500,187 | | | 10,552,799 | | 10,552,799 | | |||||||||||||||
| Total | | | 5,696,103 | | | 5,276,683 | | 14,338,846 | | | 22,568,513 | | | 13,330,021 | | 14,690,161 | | ||||||||||||||||||||||||||||||||||
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | ||||||||||
| | Frank D. Martell | | |||||||||||||||||||||||
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| | Potential Payments upon Termination or Change in Control | | |||||||||||||||||||||||
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| | | | | Involuntary Termination | | Change in Control (1) | | | | ||||||||||||||||
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| Executive Payments and Benefits Upon Termination | | Voluntary Resignation ($) | | For Cause ($) | | Without Cause ($) | | With Termination for Good Reason/ Without Cause ($) | | Death ($) | | Disability ($) | | ||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||
| Compensation | | | | | | | | | | | | ||||||||||||||
| Severance | | | — | | | — | | 2,925,000 | (2) | | 2,925,000 | (3) | | — | | — | | ||||||||
| Bonus | | | — | | | — | | 1,129,400 | (4) | | 812,500 | (5) | | 812,500 | | 812,500 | | ||||||||
| Accelerated Vesting — Options (6) | | | — | | | — | | — | | | 29,386 | | | 29,386 | | 29,386 | | ||||||||
| Accelerated Vesting — RSU (7) | | | — | | | — | | 1,918,143 | | | 1,918,143 | | | 1,918,143 | | 1,918,143 | | ||||||||
| Accelerated Vesting — PBRSU (8) | | | — | | | — | | — | | | 2,090,655 | | | 2,090,655 | | 2,090,655 | | ||||||||
| Deferred Compensation (9) | | | 1,117,743 | | | 1,117,743 | | 1,117,743 | | | 1,117,743 | | | 1,117,743 | | 1,117,743 | | ||||||||
| Benefit Continuation | | | — | | | — | | 43,484 | (10) | | 33,858 | (11) | | — | | — | | ||||||||
| Total | | | 1,117,743 | | | 1,117,743 | | 7,133,770 | | | 8,927,285 | | | 5,968,427 | | 5,968,427 | | ||||||||
| | | | | | | | | | | | | | | | |
Severance Benefit on the seventh month after the Severance Date with an additional 1/24 of the Severance Benefit paid each month until the month which is 24 months after the Severance Date. Receipt of the benefit is contingent upon execution of a general release of claims and compliance with certain post-termination covenants, including a twenty-four month post-termination non-competition covenant, and confidentiality provisions in the employment agreement.
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| | James Balas | | | James Balas | | ||||||||||||||||||||||||||||||||||||||||||||||||
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| | Potential Payments upon Termination or Change in Control | | | Potential Payments upon Termination or Change in Control | | ||||||||||||||||||||||||||||||||||||||||||||||||
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| | | | | Involuntary Termination | | Change in Control (1) | | | | | | | | | Involuntary Termination | | Change in Control (1) | | | | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| Executive Payments and Benefits Upon Termination | | Voluntary Resignation ($) | | For Cause ($) | | Without Cause ($) | | With Termination for Good Reason/ Without Cause ($) | | Death ($) | | Disability ($) | | | Executive Payments and Benefits Upon Termination | | Voluntary Resignation ($) | | For Cause ($) | | Without Cause ($) | | With Termination for Good Reason/ Without Cause ($) | | Death ($) | | Disability ($) | | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| Compensation | | | | | | | | | | | | | | Compensation | | | | | | | | | | | | ||||||||||||||||||||||||||||
| Severance | | | — | | | — | | | 807,500 | (2) | | 1,615,000 | (3) | | — | | — | | | Severance | | | — | | | — | | 807,500 | (2) | | 1,615,000 | (3) | | — | | — | | ||||||||||||||||
| Bonus | | | — | | | — | | | 531,700 | (4) | | 382,500 | (5) | | 382,500 | | 382,500 | | | Bonus | | | — | | | — | | 525,000 | (4) | | 382,500 | (5) | | 382,500 | | 382,500 | | ||||||||||||||||
| Accelerated Vesting — Options (6) | | | — | | | — | | | — | | | 5,343 | | | 5,343 | | 5,343 | | | Accelerated Vesting — Options | | | — | | | — | | — | | | — | | | — | | — | | ||||||||||||||||
| Accelerated Vesting — RSU (7) | | | — | | | — | | | 454,003 | | | 454,003 | | | 454,003 | | 454,003 | | | Accelerated Vesting — RSU (6) | | | — | | | — | | 842,039 | | | 842,039 | | | 842,039 | | 842,039 | | ||||||||||||||||
| Accelerated Vesting — PBRSU (8) | | | — | | | — | | | — | | | 478,864 | | | 478,864 | | 478,864 | | | Accelerated Vesting — PBRSU (7) | | | — | | | — | | — | | | 1,101,924 | | | 1,101,924 | | 1,101,924 | | ||||||||||||||||
| Deferred Compensation (9) | | | 264,701 | | | 264,701 | | | 264,701 | | | 264,701 | | | 264,701 | | 264,701 | | | Deferred Compensation (8) | | | 514,220 | | | 514,220 | | 514,220 | | | 514,220 | | | 514,220 | | 514,220 | | ||||||||||||||||
| Benefit Continuation | | | — | | | — | | | 21,489 | (10) | | 26,293 | (11) | | — | | — | | | Benefit Continuation | | | — | | | — | | 22,772 | (9) | | 36,959 | (10) | | — | | — | | ||||||||||||||||
| Total | | | 264,701 | | | 264,701 | | | 2,079,393 | | | 3,226,704 | | | 1,585,411 | | 1,585,411 | | | Total | | | 514,220 | | | 514,220 | | 2,711,531 | | | 4,492,642 | | | 2,840,683 | | 2,840,683 | | ||||||||||||||||
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | Barry M. Sando | | | Barry M. Sando | | ||||||||||||||||||||||||||||||||||||||||||||||
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| | Potential Payments upon Termination or Change in Control | | | Potential Payments upon Termination or Change in Control | | ||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | | | | Involuntary Termination | | Change in Control (1) | | | | | | | | | Involuntary Termination | | Change in Control (1) | | | | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| Executive Payments and Benefits Upon Termination | | Voluntary Resignation ($) | | For Cause ($) | | Without Cause ($) | | With Termination for Good Reason/ Without Cause ($) | | Death ($) | | Disability ($) | | | Executive Payments and Benefits Upon Termination | | Voluntary Resignation ($) | | For Cause ($) | | Without Cause ($) | | With Termination for Good Reason/ Without Cause ($) | | Death ($) | | Disability ($) | | |||||||||||||||||||||||
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| Compensation | | | | | | | | | | | | | Compensation | | | | | | | | | | | | |||||||||||||||||||||||||||
| Severance | | | — | | | — | | 2,200,000 | (2) | | 3,300,000 | (3) | | — | | — | | | Severance | | | — | | | — | | 2,200,000 | (2) | | 3,300,000 | (3) | | — | | — | | |||||||||||||||
| Bonus | | | — | | | — | | 740,000 | (4) | | 550,000 | (5) | | 550,000 | | 550,000 | | | Bonus | | | — | | | — | | 690,000 | (4) | | 550,000 | (5) | | 550,000 | | 550,000 | | |||||||||||||||
| Accelerated Vesting — Options (6) | | | — | | | — | | — | | | 26,717 | | | 26,717 | | 26,717 | | | Accelerated Vesting — Options | | | — | | | — | | — | | | — | | | — | | — | | |||||||||||||||
| Accelerated Vesting — RSU (7) | | | 113,363 | | | — | | 1,095,508 | | | 1,095,508 | | | 1,095,508 | | 1,095,508 | | | Accelerated Vesting — RSU (6) | | | — | | | — | | 1,385,884 | | | 1,385,884 | | | 1,385,884 | | 1,385,884 | | |||||||||||||||
| Accelerated Vesting — PBRSU (8) | | | — | | | — | | — | | | 1,183,311 | | | 1,183,311 | | 1,183,311 | | | Accelerated Vesting — PBRSU (7) | | | — | | | — | | — | | | 2,133,192 | | | 2,133,192 | | 2,133,192 | | |||||||||||||||
| Deferred Compensation Plan (9) | | | 931,630 | | | 931,630 | | 931,630 | | | 931,630 | | | 931,630 | | 931,630 | | | Deferred Compensation Plan (8) | | | 1,166,763 | | | 1,166,763 | | 1,166,763 | | | 1,166,763 | | | 1,166,763 | | 1,166,763 | | |||||||||||||||
| Vested Pension Restoration Plan | | | 105,928 | | | 105,928 | | 105,928 | | | 105,928 | | | 53,814 | | 105,928 | | | Vested Pension Restoration Plan | | | 116,054 | | | 116,054 | | 116,054 | | | 116,054 | | | 59,409 | | 116,054 | | |||||||||||||||
| Vested Executive Supplemental Benefit Plan (10) | | | 4,786,962 | | | 4,786,962 | | 4,786,962 | | | 6,815,151 | (11) | | 2,644,882 | (12) | 4,786,962 | (13) | | Vested Executive Supplemental Benefit Plan (9) | | | 5,441,149 | | | 5,441,149 | | 5,441,149 | | | 7,141,366 | (10) | | 2,927,267 | (11) | 5,441,149 | (12) | |||||||||||||||
| Benefit Continuation | | | — | | | — | | 43,828 | (14) | | 52,586 | (15) | | — | | — | | | Benefit Continuation | | | — | | | — | | 46,235 | (13) | | 55,438 | (14) | | — | | — | | |||||||||||||||
| Total | | | 5,937,883 | | | 5,824,520 | | 9,903,856 | | | 14,060,831 | | | 6,485,862 | | 8,680,056 | | | Total | | | 6,723,966 | | | 6,723,966 | | 11,046,085 | | | 15,848,697 | | | 8,222,515 | | 10,793,042 | | |||||||||||||||
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before or after a change in control, although not all outstanding RSUs may vest on such a termination before a change in control), retirement, death or disability. For certain terminations of employment, the accelerated vesting is subject to a requirement that Mr. Sando signs a general release of claims and complies with certain post-termination covenants, including a twenty-four month post-termination non-competition covenant, and confidentiality provisions in the employment agreement.
of 1.0% by 2017. Upon an involuntary termination without cause after a change in control of us, Mr. Sando becomes 100% vested in the benefit in the amount Mr. Sando would have been entitled to receive in accordance with the provisions of the plans in effect on the date of the change of control.
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| | | | | | | | | | | | | | | | | ||||||||||||
| | Stergios Theologides | | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||||
| | Potential Payments upon Termination or Change in Control | | |||||||||||||||||||||||||
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| | | | | Involuntary Termination | | Change in Control (1) | | | | ||||||||||||||||||
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| Executive Payments and Benefits Upon Termination | | Voluntary Resignation ($) | | For Cause ($) | | Without Cause ($) | | With Termination for Good Reason/ Without Cause ($) | | Death ($) | | Disability ($) | | ||||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||||
| Compensation | | | | | | | | | | | | | | ||||||||||||||
| Severance | | | — | | | | — | | | 765,000 | (2) | | 1,530,000 | (3) | | — | | — | | ||||||||
| Bonus | | | — | | | | — | | | 450,000 | (4) | | 340,000 | (5) | | 340,000 | | 340,000 | | ||||||||
| Accelerated Vesting — Options (6) | | | — | | | | — | | | — | | | 14,027 | | | 14,027 | | 14,027 | | ||||||||
| Accelerated Vesting — RSU (7) | | | — | | | | — | | | 740,688 | | | 740,688 | | | 740,688 | | 740,688 | | ||||||||
| Accelerated Vesting — PBRSU (8) | | | — | | | | — | | | — | | | 797,738 | | | 797,738 | | 797,738 | | ||||||||
| Deferred Compensation Plan (9) | | | 418,847 | | | | 418,847 | | | 418,847 | | | 861,540 | | | 861,540 | | 861,540 | | ||||||||
| Benefit Continuation | | | — | | | | — | | | 21,742 | (10) | | 26,293 | (11) | | — | | — | | ||||||||
| Total | | | 418,847 | | | | 418,847 | | | 2,396,277 | | | 4,310,286 | | | 2,753,993 | | 2,753,993 | | ||||||||
| | | | | | | | | | | | | | | | |
During 2017, Mr. Theologides inreceived the eventfollowing benefits upon termination of a change in control may be subject to reduction under Sections 280G and 4999 of the Code.
Mr. Nallathambi passed away on March 2, 2017 and, vest on an involuntary termination without cause (whether before or afteras a changeresult, received the following benefits: (1) a prorated 2017 incentive compensation plan (cash bonus) award of $205,078; (2) $2,428,984, which represents the death benefit in control, although not all outstanding RSUs may vest on suchthe form of a termination before a change in control), retirement, death or disability. For certain terminationssingle life annuity payable to Mr. Nallathambi's spouse representing payment of employment,his vested benefits under the Executive Supplemental Benefit Plan and Deferred Compensation Plan; (3) $4,4,51,226, which represents the value of accelerated vesting is subject to a requirement that Mr. Theologides signs a general release of claimshis issued RSUs based on the Company's closing stock price on March 2, 2017 of $39.11; and complies with certain post-termination covenants and confidentiality provisions in the employment agreement.
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of the annual total compensation of Mr. Martell, who has served as our President and Chief Executive Officer since March 6, 2017, to the annual total compensation of the median employee of the Company (the "Pay Ratio Disclosure").
CoreLogic is a global company that employs nearly 6,000 people. In several of the countries in which we operate, we have a relatively small number of employees. In order to simplify our data collection efforts for conducting the Pay Ratio Disclosure analysis, we elected to apply the allowed de minimis exemption and excluded non-U.S. employees from certain countries noted below. The total number of excluded employees represented less than 5% of our population. Applying this de minimis exemption, on December 31, 2017, we had 5,287 U.S. employees and 644 non-U.S. employees compared to 5,287 U.S. employees and 692 non-U.S. employees without application of the de minimis exemption.
To identify the median employee, we used the following methodology:
Based on actual performance.
For the year ended December 31, 2017, the total compensation for our Chief Executive Officer, Mr. Theologides and by us on behalfMartell, was $5,284,199 as reported in the "Total" column of the 2017 Summary Compensation Table. Since Mr. Theologides into the Deferred Compensation Plan.
We believe that the Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio reported by other companies.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
Rules adopted by the SEC require our officers, as defined under the relevant SEC rules, and directors, and persons who beneficially own more than ten percent of our issued and outstanding common stock, to file reports of their ownership, and changes in ownership, of our shares with the SEC on prescribed forms. Officers, directors and greater-than-ten-percent beneficial owners are required by the SEC's rules to furnish us with copies of all such forms they file with the SEC.
Based solely on the review of the copies of the forms received by us, or written representations from reporting persons that they were not required to file a Form 5 to report previously unreported ownership or changes in ownership, we believe that our officers, directors and greater-than-ten-percent beneficial owners timely complied with all such filing requirements during fiscal 2016.2017.
QUESTIONS AND ANSWERS ABOUT VOTING |
Why have I been sent a notice regarding the availability of proxy materials on the Internet?
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice to most of our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.
What proposals will be voted on at the Annual Meeting?
Our management and the Board are not aware of any other matters to be presented at the Annual Meeting other than those set forth in this proxy statement and in the notice accompanying this proxy statement, nor have we received notice of any matter by the deadline prescribed by Rule 14a-4(c)(1) promulgated under the Exchange Act. Without limiting our ability to apply the advance notice provisions in our Bylaws with respect to the procedures which must be followed for a matter to be properly presented at an annual meeting, if other matters should properly come before the Annual Meeting, the proxy holders will vote on such matters in accordance with their best judgment.
Who may attend the Annual Meeting?
Only our stockholders and their invited guests may attend the Annual Meeting. If you are a stockholder of record, you must bring proof of identification. If you hold your shares through a broker, bank or other nominee, you will need to provide proof of ownership — for example, a copy of a brokerage statement showing your share ownership — and proof of identification. Additional documentation is required to vote your shares at the Annual Meeting if you hold your shares through a broker, bank or other nominee. See "How can I vote my shares in person at the Annual Meeting?" below for more information.
Stockholders of record as of the close of business on March 6, 2017,2018, the record date, or those with a valid proxy from a broker, bank or other nominee that held our shares on the record date are entitled to vote on the matters to be considered at the Annual Meeting.
Who is a stockholder of record?
A stockholder of record is a person or entity whose name appears as an owner of one or more shares of our common stock on the records of our transfer agent as of its close of business on the record date.
How can I vote my shares in person at the Annual Meeting?
If you hold shares as a stockholder of record, you have the right to vote those shares in person at the Annual Meeting. If you choose to do so, you can vote using the ballot provided at the Annual Meeting or, if you received a printed set of the proxy materials by mail, by submitting at the Annual Meeting the proxy card enclosed with the proxy materials you received. Since a beneficial holder is not the stockholder of record, if you are a beneficial holder of shares, you may not vote those shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares in person at the Annual Meeting using the ballot provided at the meeting. Please note that participants in our 401(k) Savings Plan (the "401(k) Plan") may not vote their plan shares in person at the Annual Meeting. See "How are my shares in the Company's 401(k) Plan voted?" below for more information.
Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.
How many shares are entitled to vote at the Annual Meeting?
As of the record date, 84,520,00781,663,679 shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting.
Each share of CoreLogic common stock, excluding treasury shares, is entitled to one vote on each of the nine11 director nominees and on each other proposal to be voted on at the Annual Meeting.
How many directors can I vote for?
Nine.Eleven. At the Annual Meeting, stockholders may vote for"for" or "against" the election to our Board of up to nineeach of the 11 nominees for director.
Who are the director nominees?
The nine11 director nominees are:
J. David Chatham | Thomas C. O'Brien | |
Douglas C. Curling | ||
John C. Dorman | ||
Paul F. Folino | David F. Walker | |
Frank D. Martell | Mary Lee Widener | |
What is the voting requirement to approve each of the proposals?
Proposal 1 – Election of Directors
Because the number of director nominees timely nominated for election at the Annual Meeting does not exceed the number of directors to be elected at the Annual Meeting, our Bylaws provide that each director nominee will be elected to the Board to serve until the next annual meeting and as soon thereafter as their successors are duly elected and qualified, if the nominee receives a majority of votes cast with respect to such director nominee's election. A "majority of votes cast" means that the number of votes "for" a director nominee must exceed the number of votes "against" that director nominee.
Proposal 2 – Approval of the 2018 Performance Incentive Plan
Approval of the 2018 Plan requires the affirmative vote of the holders of a majority of shares of common stock presented in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved).
Proposal 3 – Approval, on an Advisory Basis, of the Compensation of our NEOs
Approval, on an advisory basis, of the compensation of our NEOs requires the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved).
Proposal 3 – Vote, on an Advisory Basis, on the Frequency of Future Advisory Votes on the Compensation of our NEOs
The affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal is required to approve, on a non-binding, advisory basis, a frequency option for future advisory votes on executive compensation (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted in favor of one of the frequency options for it to be approved). However, if no frequency option receives the affirmative vote of at least a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting, then the Board of Directors will consider the option receiving the highest number of votes as the preferred option of the stockholders.
Proposal 4 – Ratification of the Selection of PwC as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 20172018
The selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 20172018 will be ratified if the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved).
If you are a stockholder of record, you may vote on matters that properly come before the Annual Meeting in one of four ways:
You may vote over the Internet.
You do this by following the instructions provided either in the Notice or on the proxy card accompanying thethis proxy statement if you received a printed set of the proxy materials. If you submit your proxy over the Internet, your shares will be voted as you instruct. You do not have to separately mail in your proxy card.
You may vote by mail.
If you received a printed set of the proxy materials, you do this by signing and dating the proxy card accompanying thethis proxy statement and mailing it in the enclosed, prepaid and addressed envelope within the required time. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct.
You may vote by telephone.
You do this by following the instructions provided on the proxy card accompanying thethis proxy statement if you received a printed set of the proxy materials. If you submit your proxy by telephone, your shares will be voted as you instruct. You do not have to separately mail in your proxy card.
You may vote in person at the Annual Meeting.
You can vote your shares in person at the Annual Meeting. If you choose to do so, you can vote using the ballot provided at the Annual Meeting, or, if you requested and received printed copies of the proxy materials by mail, you can complete, sign and date the proxy card enclosed with the proxy materials you received and submit it at the Annual Meeting.
If you hold your shares in "street name," you will receive instructions from your broker, bank or other nominee that you must follow in order to instruct how your shares are to be voted at the Annual Meeting. If youyour shares are held in "street name," you may also attend the Annual Meeting and vote your shares in person, provided that you request and receive, prior to the Annual Meeting, a "legal proxy" from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting and present the legal proxy at the meeting prior to voting. If your shares are held through the 401(k) Plan, please see "How are my shares in the Company's 401(k) Plan voted?" below.
How are my shares in the Company's 401(k) Plan voted?
For those stockholders who hold shares pursuant to the 401(k) Plan, Fidelity Management Trust Company ("Fidelity") acts as trustee for shares held in the 401(k) Plan. The governing documents of the 401(k) Plan require Fidelity, as trustee, to vote the shares as directed by the plan participants for whose benefit the shares are held. Fidelity will use an independent third party to tabulate the voting directions of all participants who provide such directions to Fidelity. Neither the tabulator nor Fidelity will provide the individual or aggregate participant voting directions to the Company, unless otherwise required by law. Shares for which no direction is received by Fidelity from the participants by April 28, 201726, 2018 at 5:00 p.m., Eastern time, will be voted in the same proportion as are the shares for which directions are received by that time.
How will my shares be voted if I do not provide specific voting instructions in the proxy I submit?
The named proxy holders, Frank D. Martell President and Chief Executive Officer, or Stergios Theologides, Senior Vice President, General Counsel and Secretary,Arnold A, Pinkston will vote your shares in the manner recommended by our Board and as such proxy holders may determine in accordance with their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting.
Can I change my vote or revoke my proxy?
You have the power to change or revoke your proxy at any time before the polls close at the Annual Meeting. Only your latest-dated proxy counts. You may do this by:
A representative of Alliance Advisors, LLC ("Alliance Advisors") will serve as inspector of elections and will tabulate the votes cast at the Annual Meeting and certify the results.
How can I obtain an additional proxy card?
If you lose, misplace or otherwise need to obtain a proxy card, and you are a stockholder of record, please contact our proxy solicitor, Alliance Advisors, toll-free at 1-855-325-6671. If you are a beneficial owner of shares held indirectly through a broker, bank or other nominee, please contact your account representative at that organization.
A "quorum" refers to the number of shares that must be represented at a meeting in order to lawfully conduct business. Holders of a majority in voting power of all issued and outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum at the Annual Meeting. Without a quorum, no business may be transacted at the Annual Meeting. Abstentions and broker non-votes (as described below) are counted as present and entitled to vote for purposes of determining the presence or absence of a quorum.
What is a "broker non-vote" and how is it treated?
If you are a beneficial owner of shares held in "street name" by a broker and you do not submit voting instructions to your broker, your broker may vote your shares at the Annual Meeting only on "routine matters" (as defined by NYSE rules) on which it has discretion to vote. The NYSE currently considers only Proposal 4 — the proposal to ratify the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 20172018 — to be a "routine matter." The following proposals are considered "non-routine matters" under the NYSE rules:
Accordingly, if your shares are held in "street name" and your broker has not received voting instructions from you, your broker may exercise its discretion to vote your shares on the proposal to ratify the selection of PwC as our independent registered public accounting firm, but will not be permitted to vote your shares on any of the other proposals at the Annual Meeting. If your broker exercises this discretion, your shares will be treated as present and entitled to vote at the Annual Meeting for purposes of establishing the presence or absence of a quorum and voted on the proposal to ratify the selection of PwC in the manner directed by the broker, but will constitute "broker non-votes" on each of the other proposals at the Annual Meeting. These broker non-votes will not be counted in determining the outcome of any of the other proposals.
For the election of directors, you may vote "for," "against," or "abstain" with respect to each director nominee. If you elect to "abstain" from the election of directors, the abstention will not have any effect on the election of directors. In determining the voting results for the election of directors, only "for" and "against" votes count.
For purposes of the proposals regarding the vote to approve the 2018 Plan, the vote to approve, on an advisory basis, the compensation of our NEOs, the vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our NEOs, and the vote to ratify the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2017,2018, abstentions are treated as present and entitled to vote. Therefore, with respect to each of these proposals, (other than the vote, on an advisory basis, on the
frequency of future advisory votes on the compensation of our NEOs), abstentions have the effect of votes "AGAINST" the proposal. With respect to the vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our NEOs, abstentions have the effect of votes "AGAINST" each of the frequency options in determining whether any of the frequency options has been approved by a majority of the shares of our common stock represented at the Annual Meeting and entitled to vote on the proposal, but will not be counted in determining the frequency option receiving the highest number of votes.
What percentage of stock do the directors and executive officers own?
As of the record date, our directors and executive officers owned approximately one percent of our shares of common stock in the aggregate that are entitled to vote at the Annual Meeting.
Who is paying the cost of preparing, assembling and mailing the notice of the annual meeting of stockholders, proxy statement and form of proxy, and the solicitation of the proxies?
We will pay the costs associated with the preparation, assembly and mailing of the Notice, proxy statement and form of proxy, as well as the cost of soliciting proxies relating to the annual meeting. We will also pay brokers, banks and other nominees for the reasonable expenses of forwarding solicitation materials to their customers who own shares of our common stock. In addition to this proxy statement, our directors, officers and other regular administrative employees may solicit proxies. None of them will receive any additional compensation for such solicitation. We may conduct further solicitations of stockholders by telephone,e-mail, through press releases issued by us, advertisements in periodicals or postings on our website atwww.corelogic.com through our officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation. We have also retained Alliance Advisors to assist in the solicitation of proxies and related services, for a fee estimated to be approximately $19,500 plus an amount to cover expenses. In addition, we have agreed to indemnify Alliance Advisors against certain liabilities arising out of or in connection with the engagement.
How do I obtain a separate set of proxy materials if I share an address with other stockholders?
To reduce expenses, in some cases, we are delivering one set of proxy materials to certain stockholders who share an address, unless otherwise requested. Upon oral or written request, we will deliver promptly a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of proxy materials was delivered. If you are a stockholder of record at a shared address to which we delivered a single copy of the proxy materials and you desire to receive a separate copy of the proxy materials, including our 20162017 Annual Report, for the Annual Meeting or for our future meetings of stockholders, or if you are a stockholder at a shared address to which we delivered multiple copies of the proxy materials and you desire to receive one copy in the future, please submit your request to:
ALLIANCE ADVISORS, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Stockholders May Call Toll-Free: 855-325-6671
If you hold your shares through a broker, bank or other nominee, please contact your broker, bank or other nominee directly if you have questions, require additional copies of the proxy materials, or wish to request single or multiple copies of the proxy materials in the future.
Does our Board have any recommendations with respect to the listed proposals?
Our Board recommends you vote: (1) "FOR" the Board's nine11 nominees for director; (2)"FOR" the approval of the 2018 Plan; (3) "FOR" the approval, on an advisory basis, of the compensation of our NEOs; (3) "EVERY ONE YEAR" with respect to
the frequency of future advisory votes on the compensation of our NEOs; and (4) "FOR" the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2018.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results as soon as possible after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file with the SEC a Current Report on Form 8-K to disclose preliminary voting results and, within four business days after the final results are known, we will file an amendment to that Form 8-K to disclose the final voting results.
Whom can I contact if I have questions or need assistance in voting my shares, or if I need additional copies of the proxy materials?
Please contact Alliance Advisors, the firm assisting the Board in the solicitation of proxies, at:
ALLIANCE ADVISORS, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Stockholders May Call Toll-Free: 855-325-6671
STOCKHOLDER PROPOSALS |
Requirements for Director Nominations and Stockholder Proposals to be Brought Before an Annual Meeting. In order for a director nomination or a proposal by you or a fellow stockholder to be considered properly brought before an annual meeting, the stockholder must have given timely notice in writing to our Secretary. A stockholder's notice to our Secretary shall set forth certain information concerning the stockholder and each director nomination or proposal, as specified in Section 2.10 of our Bylaws, and must comply with the other requirements specified in Section 2.10 of our Bylaws. To be timely for the 20182019 annual meeting, the notice must be delivered or mailed to and received by our Corporate Secretary between January 3, 20181, 2019 and February 2, 2018.January 31, 2019.
Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials. Stockholders interested in submitting a proposal for inclusion in the proxy statement for our 20182019 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. The proposal must be received by us at our principal executive offices not later than November 20, 201721, 2018 in order to be considered for inclusion in our proxy materials for the 20182019 annual meeting of stockholders.
GENERAL INFORMATION |
We will, upon the written request of any stockholder on the record date for the Annual Meeting, furnish without charge a copy of our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 20162017 and will furnish, at a charge of $10, a copy of the exhibits thereto. Such request should contain a representation that the person requesting this material was a beneficial owner of our shares on the record date. Such request should be sent to the General CounselChief Legal Officer at our address indicated on the first page of this proxy statement.
The Board is not aware of any matters to come before the Annual Meeting other than those set forth on the notice accompanying this proxy statement. If any other matters come before the Annual Meeting, the holders of the proxies will vote thereon in accordance with their best judgment.
By Order of the Board of Directors | ||
Irvine, California March |
CORPORATE SOCIAL RESPONSIBILITY |
Corporate social responsibility is not just the right thing to do at CoreLogic, it's an essential enabler of bringing our vision of powering the global real estate economy to life, one household at a time.
Information is at the core of smart decision making. CoreLogic uses the power of information, technology and services to help businesses and consumers connect to improve lives and create a better world. This serves as the founding principle of our commitment to corporate social responsibility and is translated into action through:through our efforts to make a difference in the communities where we live and work. Our dedication to our communities includes global programs that draw on our people, products and resources to strengthen financial empowerment. We believe that access to education, financial literacy, and safe and affordable housing contribute to financial independence.
Investment in our communities. This includes financial investments, in-kind contributions and employee volunteerism. One of our CORE values is to make a meaningful difference in the communities where we live and work. This is broughtwork through engagement. We strive to life though nationalsupport our communities through partnerships (including Operation HOPE, Marine Corps Scholarship Foundation, Habitat for Humanity, American Heart Association, and localthe Boys & Girls Clubs of America), programs and initiatives in support of affordable housing initiatives, community reinvestmentthat are built-to-last. We encourage our employees to give back through research,volunteerism and financial literacy to underbanked populations.we contribute through direct and in-kind giving.
Commitment to a positive, diverse and inclusive experience for all employees. Diversity and inclusion are woven intointegral contributors to our business and workplace culture. We believe that building a diverse and inclusive culture is critical to winning in the workplace, in the marketplace and in the community.
Our commitment to an inclusive environment. This demonstrates a deeper commitmentWe are committed to maximizing the potential of our employees, our communities and the value we create for our stockholders. This commitment is demonstrated through:We demonstrate this by:
➢ | |||
➢ | |||
➢ | Acquiring a broad and varied candidate | ||
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➢ | Encouraging and supporting mentoring opportunities to champion talent and broaden development opportunities for our | ||
➢ | Holding ourselves accountable for delivering on our goals through effective governance. |
CoreLogic is an Equal Employment Opportunity employer. We are committed to providing a workplace environment free from discrimination and harassment. We advance this agenda through trainingonboarding and orientationtraining for all employees;employees, consistent administration of related employment practices and policies;policies, and alignment of expectations and communications to all vendors and supplier partners.
We are steadfast in our investment toin bridging community and business goals to discover strategic solutions on a global stage and to continue to explore innovative ways to drive societal investmentsprogress that strengthenstrengthens our communities and influenceinfluences positive and lasting change.
APPENDIX A – UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTED NUMBERS
This proxy statement contains certain non-GAAP financial measures, such as adjusted EBITDA, adjusted EPS and FCF, which are provided only as supplemental information. The Company uses these non-GAAP adjusted financial measures to evaluate the company'sCompany's operating and financial performance and for planning purposes, and as performance measures in its executive compensation program. The Company believes that its presentation of non-GAAP measures provides useful supplemental information to investors and management regarding CoreLogic's financial condition and results. Investors should consider these non-GAAP financial measures only in conjunction with the most directly comparable GAAP financial measures. These non-GAAP measures are not in accordance with or a substitute for U.S. GAAP. Other firms may calculate non-GAAP measures differently than CoreLogic, which limits comparability between companies.
Adjusted EBITDA is defined as net income from continuing operations adjusted for interest, taxes, depreciation and amortization, stock compensation, non-operating gains/losses and other adjustments. Adjusted EPS is defined as income from continuing operations, net of tax per diluted share, adjusted for stock compensation, amortization of acquisition-related intangibles, non-operating gains/losses, and other adjustments; tax affected at an assumed effective tax rate of 35%26%, 35% and 36% for 2018, 2017 and 35% for 2017, 2016, and 2015, respectively. FCF is defined as net cash provided by continuing operating activities less capital expenditures for purchases of property and equipment, capitalized data and other intangible assets. A reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures is included below.
CORELOGIC, INC.
RECONCILIATION OF ADJUSTED EBITDA
UNAUDITED
| For the Year Ended December 31, 2016 | For the Year Ended December 31, 2017 | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) | PI | RMW | Corporate | Elim | CoreLogic | PIRM | UWS | Corporate | Elim | CoreLogic | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income/(loss) from continuing operations | $ | 90,119 | $ | 252,997 | $ | (233,170 | ) | — | $ | 109,946 | $ | 86,988 | $ | 222,928 | $ | (160,382 | ) | 0 | $ | 149,534 | ||||||||||||
Income taxes | — | — | 55,537 | — | 55,537 | 0 | 0 | 17,438 | 0 | 17,438 | ||||||||||||||||||||||
Depreciation and amortization | 126,367 | 28,652 | 17,559 | — | 172,578 | 99,558 | 57,397 | 20,851 | 0 | 177,806 | ||||||||||||||||||||||
Interest expense | 2,342 | — | 55,441 | — | 57,783 | 1,721 | 944 | 59,159 | 0 | 61,824 | ||||||||||||||||||||||
Stock-based compensation | 12,879 | 5,460 | 21,510 | — | 39,849 | |||||||||||||||||||||||||||
Share-based compensation | 5,952 | 5,990 | 23,925 | 0 | 35,867 | |||||||||||||||||||||||||||
Non-operating losses | 10,399 | — | 42,783 | — | 53,182 | 12,341 | 9,606 | 6,568 | 0 | 28,515 | ||||||||||||||||||||||
Efficiency investments | — | — | 1,446 | — | 1,446 | 0 | 2,220 | 1,604 | 0 | 3,824 | ||||||||||||||||||||||
Transaction costs | 2,748 | — | 4,111 | — | 6,859 | 0 | 779 | 3,747 | 0 | 4,526 | ||||||||||||||||||||||
Amortization of acquired intangibles included in equity in earnings of affiliates | 2,890 | — | — | — | 2,890 | 625 | 204 | 0 | 0 | 829 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Adjusted EBITDA | $ | 247,744 | $ | 287,109 | $ | (34,783 | ) | — | $ | 500,070 | $ | 207,185 | $ | 300,068 | $ | (27,090 | ) | 0 | $ | 480,163 | ||||||||||||
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| For the Year Ended December 31, 2015 | For the Year Ended December 31, 2016 | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) | PI | RMW | Corporate | Elim | CoreLogic | PIRM | UWS | Corporate | Elim | CoreLogic | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income/(loss) from continuing operations | $ | 94,522 | $ | 216,147 | $ | (181,117 | ) | — | $ | 129,552 | $ | 105,349 | $ | 237,767 | $ | (233,170 | ) | 0 | $ | 109,946 | ||||||||||||
Income taxes | — | — | 66,494 | — | 66,494 | 0 | 0 | 55,537 | 0 | 55,537 | ||||||||||||||||||||||
Depreciation and amortization | 96,766 | 37,493 | 16,118 | — | 150,377 | 101,196 | 53,823 | 17,559 | 0 | 172,578 | ||||||||||||||||||||||
Interest expense | 784 | 31 | 60,475 | — | 61,290 | 2,393 | 1,709 | 56,238 | 0 | 60,340 | ||||||||||||||||||||||
Stock-based compensation | 8,251 | 5,581 | 21,954 | — | 35,786 | |||||||||||||||||||||||||||
Non-operating losses | — | — | (33,884 | ) | — | (33,884 | ) | |||||||||||||||||||||||||
Share-based compensation | 9,782 | 8,557 | 21,510 | 0 | 39,849 | |||||||||||||||||||||||||||
Non-operating (gains)/losses | (7,475 | ) | 17,874 | 42,783 | 0 | 53,182 | ||||||||||||||||||||||||||
Efficiency investments | 368 | 1,036 | 6,108 | — | 7,512 | 0 | 0 | 1,446 | 0 | 1,446 | ||||||||||||||||||||||
Transaction costs | 2,074 | — | 3,451 | — | 5,525 | 39 | 2,709 | 4,111 | 0 | 6,859 | ||||||||||||||||||||||
Amortization of acquired intangibles included in equity in earnings of affiliates | 625 | 2,265 | 0 | 0 | 2,890 | |||||||||||||||||||||||||||
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Adjusted EBITDA | $ | 202,765 | $ | 260,288 | $ | (40,401 | ) | — | $ | 422,652 | $ | 211,909 | $ | 324,704 | $ | (33,986 | ) | 0 | $ | 502,627 | ||||||||||||
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CORELOGIC, INC.
RECONCILIATION OF ADJUSTED EPS
UNAUDITED
| For the Year Ended December 31, | For the Year Ended December 31, | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2017 | 2016 | ||||||||||
Income from continuing operations, net of tax | $ | 1.23 | $ | 1.42 | $ | 1.75 | $ | 1.23 | ||||||
Stock-based compensation | 0.45 | 0.40 | ||||||||||||
Non-operating losses/(gains) | 0.60 | (0.37 | ) | |||||||||||
Share-based compensation | 0.42 | 0.45 | ||||||||||||
Non-operating losses | 0.33 | 0.60 | ||||||||||||
Efficiency investments | 0.02 | 0.08 | 0.04 | 0.02 | ||||||||||
Transaction costs | 0.08 | 0.06 | 0.05 | 0.08 | ||||||||||
Depreciation and amortization of acquired software and intangibles | 0.72 | 0.61 | 0.82 | 0.72 | ||||||||||
Amortization of acquired intangibles included in equity in earnings of affiliates | 0.03 | — | 0.01 | 0.03 | ||||||||||
Income tax effect on adjustments | (0.71 | ) | (0.30 | ) | (1.05 | ) | (0.71 | ) | ||||||
| | | | | | | | | | | | | | |
Adjusted EPS | $ | 2.42 | $ | 1.90 | $ | 2.37 | $ | 2.42 | ||||||
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CORELOGIC, INC.
RECONCILIATION TO FREE CASH FLOW
UNAUDITED
(in thousands) | For the Year Ended December 31, 2016 | For the Year Ended December 31, 2017 | ||||||
---|---|---|---|---|---|---|---|---|
Net cash provided by operating activities — continuing operations | $ | 414,003 | $ | 379,930 | ||||
Purchases of property and equipment | (45,211 | ) | (40,508 | ) | ||||
Purchases of capitalized data and other intangible assets | (35,507 | ) | (34,990 | ) | ||||
| | | | | | | | |
Free Cash Flow | $ | 333,285 | $ | 304,432 | ||||
| | | | | | | | | |
| | | | | | | | |
(in thousands) | For the Year Ended December 31, 2015 | For the Year Ended December 31, 2016 | ||||||
---|---|---|---|---|---|---|---|---|
Net cash provided by operating activities — continuing operations | $ | 336,149 | $ | 414,003 | ||||
Purchases of property and equipment | (44,149 | ) | (45,211 | ) | ||||
Purchases of capitalized data and other intangible assets | (36,409 | ) | (35,507 | ) | ||||
| | | | | | | | |
Free Cash Flow | $ | 255,591 | $ | 333,285 | ||||
| | | | | | | | | |
| | | | | | | | |
APPENDIX B
CORELOGIC, INC.
2018 PERFORMANCE INCENTIVE PLAN
1.PURPOSE OF PLAN
The purpose of this CoreLogic, Inc. 2018 Performance Incentive Plan (this "Plan") of CoreLogic, Inc., a Delaware corporation (the "Corporation"), is to promote the success of the Corporation by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected participants with the interests of the Corporation's stockholders.
2.ELIGIBILITY
The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An "Eligible Person" is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation's eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the "Securities Act"), the offering and sale of shares issuable under this Plan by the Corporation or the Corporation's compliance with any other applicable laws. An Eligible Person who has been granted an award (a "participant") may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, "Subsidiary" means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation; and "Board" means the Board of Directors of the Corporation.
3.PLAN ADMINISTRATION
3.1.The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The "Administrator" means the Board or one or more committees (or subcommittees, as the case may be) appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other applicable law, to one or more officers of the Corporation, its authority under this Plan. The Board or another committee (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.
3.2.Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within any express limits on the authority delegated to that committee or person(s)), including, without limitation, the authority to:
3.3Prohibition on Repricing. Notwithstanding anything to the contrary in Section 3.2 and except for an adjustment pursuant to Section 7.1 or a repricing approved by stockholders, in no case may the Administrator (1) amend an outstanding stock option or SAR to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award.
3.4Binding Determinations. Any determination or other action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan (or any award made under this Plan) and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys' fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time. Neither the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, nor the Corporation or any of its Subsidiaries, shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail to meet the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to ISOs, should any other award(s) fail to qualify for any intended tax treatment, should any award grant or other action with respect thereto not satisfy Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or otherwise for any tax or other liability imposed on a participant with respect to an award.
3.5Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.
3.6Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.
4.SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS
4.1Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan shall be shares of the Corporation's authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares. For purposes of this Plan, "Common Stock" shall mean the common stock of the Corporation and such other securities or property asmay become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.
4.2Aggregate Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the "Share Limit") is equal to the sum of the following:
provided that in no event shall the Share Limit exceed 17,039,725 shares (which is the sum of the 3,300,000 shares set forth above, plus the number of shares available under the 2011 Plan for additional award grant purposes as of the Effective Date (as such term is defined in Section 8.6.1), plus the aggregate number of shares subject to awards previously granted and outstanding under the 2011 Plan or the 2006 Plan as of the Effective Date, with any shares subject to restricted stock and restricted stock unit awards outstanding under the 2011 Plan or the 2006 Plan being taken into account based on the share-counting ratio for such awards under clause (4) above).
Shares issued in respect of any "Full-Value Award" granted under this Plan shall be counted against the foregoing Share Limit as two (2) shares for every one share issued in connection with such award. (For example, if a stock bonus of 100 shares of Common Stock is granted under this Plan, 200 shares shall be counted against the Share Limit in connection with that award.) For this purpose, a "Full-Value Award" means any award that isnot a stock option grant or a stock appreciation right grant.
4.3Additional Share Limits. The following limits also apply with respect to awards granted under this Plan. These limits are in addition to, not in lieu of, the aggregate Share Limit in Section 4.2.
4.4Share-Limit Counting Rules. The Share Limit shall be subject to the following provisions of this Section 4.4:
and shall not be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any Full-Value Award granted under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the statutory minimum tax withholding obligations (but not any additional tax withholding obligations) related to any Full-Value Award granted under this Plan, shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan, provided that any one (1) share so exchanged or withheld in connection with any Full-Value Award shall be credited as two (2) shares when determining the number of shares that shall again become available for subsequent awards under this Plan if, upon grant, the shares underlying the related Full-Value Award were counted as two (2) shares against the Share Limit.
Refer to Section 8.10 for application of the share limits of this Plan, including the limits in Sections 4.2 and 4.3, with respect to assumed awards. Each of the numerical limits and references in Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment as contemplated by Section 4.3, Section 7 and Section 8.10. The share limits of Section 4.3 shall be applied on a one-for-one basis without applying the Full-Value Award premium counting rule taken into account in determining the Share Limit.
4.5No Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the Administrator, no fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may be purchased or exercised as to awards (or any particular award) granted under this Plan unless
(as to any particular award) the total number purchased or exercised is the total number at the time available for purchase or exercise under the award.
5.AWARDS
5.1Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:
5.1.1Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an "ISO") or a nonqualified stock option (an option not intended to be an ISO). The agreement evidencing the grant of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.4.
5.1.2Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term "subsidiary" is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. If an otherwise-intended ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified stock option.
5.1.3Stock Appreciation Rights. A stock appreciation right or "SAR" is a right to receive a payment, in cash and/or Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR is exercised over the "base price" of the award, which base price shall be set forth in the applicable award agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The maximum term of a SAR shall be ten (10) years.
5.1.4Other Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock bonuses, restricted stock, performance stock, stock units, restricted stock units, deferred shares, phantom stock or similar rights to purchase or acquire shares, whether at a fixed or variable price (or no price) or fixed or variable ratio related to the Common Stock, and any of which may (but need not) be fully vested at grant or vest upon the passage of time, the occurrence of one or more events, the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) cash awards. The types of cash awards that may be granted under this Plan include the opportunity to receive a payment for the achievement of one or more goals established by the Administrator, on such terms as the Administrator may provide, as well as discretionary cash awards. Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided, however, that dividend equivalent rights may not be granted as to a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents as to the unvested portion of a restricted stock award that is subject to performance-based vesting requirements or the unvested portion of a stock unit award that is subject to performance-based vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event the applicable performance-based vesting requirements are not satisfied.
5.2Award Agreements. Each award shall be evidenced by a written or electronic award agreement or notice in a form approved by the Administrator (an "award agreement"), and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require.
5.3Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions (if any) as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares.
5.4Consideration for Common Stock or Awards. The purchase price (if any) for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods:
In no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair market value. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant's ability to pay any purchase or exercise price of any award or shares by any method other than cash payment to the Corporation.
5.5Definition of Fair Market Value. For purposes of this Plan, "fair market value" shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for a share of Common Stock on the New York Stock Exchange (the "Exchange") for the date in question or, if no sales of Common Stock were reported on the Exchange on that date, the closing price (in regular trading) for a share of Common Stock on the Exchange for the next preceding day on which sales of Common Stock were reported on the Exchange. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) for a share of Common Stock on the Exchange on the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock on the Exchange for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded on the Exchange as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).
5.6Transfer Restrictions.
5.6.1Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.6 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.
5.6.2Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person's family members).
5.6.3Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.6.1 shall not apply to: (a) transfers to the Corporation (for example, in connection with the expiration or termination of the award);
5.7International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator from time to time. The awards so granted need not comply with other specific terms of this Plan, provided that stockholder approval of any deviation from the specific terms of this Plan is not required by applicable law or any applicable listing agency.
6.EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS
6.1General. The Administrator shall establish the effect (if any) of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries, is not a member of the Board, and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.
6.2Events Not Deemed Terminations of Employment. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall not be considered terminated in the case of: (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of any applicable maximum term of the award.
6.3Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as
such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person's award(s) in connection with such transaction.
7.ADJUSTMENTS; ACCELERATION
7.1.Adjustments.
7.2Corporate Transactions—Assumption and Termination of Awards.
portion thereof that, by its terms, does not accelerate and vest in the circumstances) shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days' notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event).
8.OTHER PROVISIONS
8.1Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including, but not limited to, state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.
8.2No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.
8.3No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee's status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person's compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.
8.4Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.
8.5Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon any other tax withholding event with respect to any award, arrangements satisfactory to the Corporation shall be made to provide for any taxes the Corporation or any of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment. Such arrangements may include (but are not limited to) any one of (or a combination of) the following:
8.6Effective Date, Termination and Suspension, Amendments.
8.6.1 Effective Date. This Plan is effective as of March 7, 2018, the date of its approval by the Board (the "Effective Date"). This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the Effective Date. Unless earlier terminated by the Board and subject to any extension that may be approved by stockholders, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated termination date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.
8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.
8.6.3 Stockholder Approval. To the extent then required by applicable law or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to stockholder approval.
8.6.4 Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the no-repricing provision of Section 3.3.
8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.
8.7Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.
8.8Governing Law; Severability.
8.8.1 Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the State of Delaware, notwithstanding any Delaware or other conflict of law provision to the contrary.
8.8.2 Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.
8.9Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.
8.10Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect adjustments giving effect to the assumption or substitution consistent with any conversion applicable to the common stock (or the securities otherwise subject to the award) in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted or assumed by an acquired company (or previously granted or assumed by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection
with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.
8.11Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.
8.12No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect, or restrict in any way the right or power of the Corporation or any Subsidiary (or any of their respective shareholders, boards of directors or committees thereof (or any subcommittees), as the case may be) to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, (f) any other award, grant, or payment of incentives or other compensation under any other plan or authority (or any other action with respect to any benefit, incentive or compensation), or (g) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action. Awards need not be structured so as to be deductible for tax purposes.
8.13Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant's compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans, arrangements or authority of the Corporation or its Subsidiaries.
8.14Clawback Policy. The awards granted under this Plan are subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).
From San Diego: Take I-51-5 north, transactiontransition to I-4051-405 north. Exit Irvine Center Dr., keep to the left at the fork in the ramp. Turn left from the center lane on Enterprise, then turn right onto Irvine Center Dr. Take the first left onto Pacifica. Take the first left at the driveway between the two buildings.
From Los Angeles: Take I-51-5 south, exit at Alton Pkwy., keeping to the right, to take the ramp at Alton; slight right onto Enterprise. Turn left onto Alton Pkwy. Turn left onto Irvine Center Dr., then take the second right onto Pacifica. 40 Pacifica is on the left.
From Riverside: Take 91 west, transition to 55 south towards Newport Beach. Merge onto I-51-5 south towards San Diego. Take the exit at Alton Pkwy., keeping to the right, to take the ramp at Alton; slight right onto Enterprise. Turn left onto Alton Pkwy. Turn left onto Irvine Center Dr., then take the second right onto Pacifica. 40 Pacifica is on the left.
When you arrive, take a ticket and proceed into the parking garage. CoreLogic visitors parking is to the right.
29-PROXY2017-0317-0029-PROXY2018-0218-00
40 Pacifica, Ste. 900
Irvine, CA 92618
corelogic.com
NYSE: CLGX | ||
29-PROXY2017-0217-00 | © 2017 CoreLogic, Inc. All rights reserved. |
ANNUAL MEETING OF STOCKHOLDERS
May This proxy is solicited by CoreLogic’s Board of Directors. |
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The undersigned stockholder(s) of CoreLogic, Inc. hereby revoke(s) all previously granted proxies and appoint(s) Frank D. Martell and Stergios Theologides,Arnold A. Pinkston, and each of them, as proxies for the undersigned, with power to act without the other and with power to each of substitution, and hereby authorize(s) them to attend the annual meeting of the stockholders of said corporation to be held May 3, 2017,1, 2018, at 2:00 p.m. Pacific Time, at the executive offices of CoreLogic, Inc., 40 Pacifica, Irvine, California 92618, and any postponements or adjournments thereof, and to vote all of the shares of common stock of CoreLogic, Inc. that the undersigned is/are entitled to vote at such meeting as indicated on the reverse side hereof, with all powers that the undersigned would have if acting in person, and with discretionary authority to act on such other matters as may properly come before said meeting or any postponements or adjournments thereof.
THE SHARES OF COMMON STOCK REPRESENTED HEREBY SHALL BE VOTED SPECIFICALLY ON THE PROPOSALS LISTED ON THE REVERSE SIDE HEREOF AS THERE SPECIFIED. WHERE NO SPECIFICATION IS MADE, SAID SHARES OF COMMON STOCK SHALL BE VOTED “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSALS 2, 3 AND 4 AND “EVERY ONE YEAR” ON PROPOSAL 3.4.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY Continued and to be signed and dated on reverse side
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Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Stockholders to be held May 3, 2017.1, 2018.
The Notice of Annual Meeting and Proxy Statement and our 20162017 Annual Report
to Stockholders are available at: http://www.viewproxy.com/CoreLogic/2017CoreLoqic/2018
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1. | FOR | AGAINST | ABSTAIN |
| 2. To approve
o FOR o AGAINST o ABSTAIN
3. To
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4. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, o FOR o AGAINST o ABSTAIN
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. |
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I plan on attending the meetingo |
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Please sign exactly as your name(s) appears on this proxy card. If held in joint tenancy, all persons should sign. Trustees, administrators, etc. should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing this proxy card. |
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01 J. David Chatham | o | o | o | |||||||
02 Douglas C. Curling | o | o | o | |||||||
03 John C. Dorman | o | o | o | |||||||
04 Paul F. Folino | o | o | o | |||||||
05 Frank D. Martell | o | o | o | |||||||
06 Claudia Fan Munce | o | o | o | |||||||
07 Thomas C. O’Brien | o | o | o | |||||||
08 Vikrant Raina | o | o | o | |||||||
09 Jaynie Miller Studenmund | o | o | o | |||||||
10 David F.Walker | o | o | o | |||||||
11 Mary Lee Widener | o | o | o |
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DO NOT PRINT IN THIS AREA (Shareholder Name & Address Data) | ||||||||||
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Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
CONTROL NUMBER
PROXY VOTING INSTRUCTIONS
Please have your 11 digit control number ready when voting by Internet or Telephone.
Internet and telephone voting is available through 11:59 P.M. Eastern Daylight Time on May 2, 2017.April 30, 2018.
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INTERNET Vote Your Proxy on the Internet:
Go to www.AALvote.com/CLGX
Have your proxy card available when you access the above website. Follow the prompts to vote your shares. |
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TELEPHONE Vote Your Proxy by Phone:
Call 1 (866) 804-9616
Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.
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Vote Your Proxy by Mail:
Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. |
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If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your proxy card.