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
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to §240.14a-12 |
Nielsen Holdings N.V.plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
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April 14, 201429, 2016
Dear Fellow Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend the Annual General Meeting of Shareholders of Nielsen Holdings N.V.plc to be held at 9:00 a.m. (Eastern Time) on Tuesday, May 6, 2014.
We are very pleased that onceJune 21, 2016. Once again this year you will be able to attend and address the Annual General Meeting of Shareholders online, vote your shares electronically and ask questions during the meeting by visitingwww.virtualshareholdermeeting.com/NLSNnielsen.onlineshareholdermeeting.com..
TheOur Board of Directors has fixed the close of business on April 8, 201422, 2016 as the record date for the determination of shareholders entitled to notice of and to vote at our Annual General Meeting and any adjournments or postponements thereof.
Whether or not you plan to attend the Annual General Meeting, it is important that your shares be represented and voted at the meeting. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning the enclosed proxy card (if you received one), or by attending the Annual General Meeting online. You may also submit your
We are pleased to have utilized for the first time the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy cardmaterials to their shareholders over the Internet rather than in personpaper form. We believe that this e-proxy process will expedite our shareholders’ receipt of proxy materials and lower the costs, and reduce the environmental impact, of our Annual General Meeting. Accordingly, unless you have previously requested to receive proxy materials in Amsterdam, the Netherlands on the day of the Annual Meeting.
Attached to this letter are thepaper form, you will receive a Notice of Annual Meeting,Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail and did not receive, but would like to receive, a printed copy of our proxy materials, you should follow the Proxy Statement andinstructions for requesting such materials included on page 6 of this proxy statement or in the proxy card. We are also enclosing our Annual Report for the year ended December 31, 2013. TheseNotice.
Our proxy materials are first being maileddistributed or made available to shareholders, as the case may be, on or about April 14, 2014.29, 2016.
Thank you for your continued support of Nielsen Holdings N.V.support.
Sincerely,
Mitch Barns
Chief Executive Officer
2016 PROXY STATEMENT |
Summary of Proxy Information
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the complete proxy statement and appendicesannexes before voting.
ANNUAL GENERAL MEETING: TUESDAY MAY 6, 2014JUNE 21, 2016 AT 9AM9:00 A.M. E.T.
TO ATTEND BY INTERNET (NO PHYSICAL MEETING LOCATION):nielsen.onlineshareholdermeeting.com
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ANNUAL REPORTREPORTS AND PROXY MATERIALS
Available atwww.proxyvote.com (use the 12-digit16-digit control number included on your Notice or proxy card) and atwww.nielsen.com/investors.
PROPOSALS TO BE VOTED UPON
Proposal | Board Recommendation | |||||
Proposal No. 1 | ![]() | |||||
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Election of Directors | ![]() | for each nominee | ||||
Proposal No. | Ratification of Independent Registered Public Accounting Firm | ![]() | ||||
Proposal No. 3 | Reappointment of UK Statutory Auditor | ![]() | ||||
Proposal No. 4 | Authorization of the Board of Directors to Determine UK Statutory Auditor Compensation | ![]() | ||||
Proposal No. 5 | ![]() | ![]() | ||||
Proposal No. 6 | ![]() | |||||
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Non-Binding, Advisory Vote on Executive Compensation | ![]() | |||||
Proposal No. 7 | Non-Binding, Advisory Vote on Directors’ Compensation Report | ![]() | ||||
Proposal No. 8 | Approval of Directors’ Compensation Policy | ![]() |
NOMINEES FOR BOARD OF DIRECTORS
Nominee | Age | Principal Occupation | Committees | |||||
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James A. Attwood, Jr. | 57 | Managing Director, The Carlyle Group | ||||||
Mitch Barns | 52 | Chief Executive Officer, Nielsen Holdings plc | — | |||||
David L. Calhoun | 58 | Head of Private Equity Portfolio Operations, The Blackstone Group L.P. | — | |||||
Karen M. Hoguet | 59 | Chief Financial Officer of Macy’s Inc. | Audit | |||||
James M. Kilts | 68 | Founding | Nomination and Corporate Governance | |||||
| Former Chief Operating Officer of Unilever |
| Compensation | |||||
Kathryn V. Marinello | 59 | Senior Advisor of
| Audit, Compensation | |||||
Robert C. Pozen | 69 | Senior Lecturer at MIT | Audit, Nomination and Corporate Governance | |||||
Vivek Y. Ranadivé | 58 | Former Chief Executive Officer and Chairman of | Compensation, Nomination and Corporate Governance | |||||
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| 65 | Partner of Spectron Desarrollo, SC | Audit, Compensation | |||||
Lauren Zalaznick | 53 | Former Executive Vice President of NBCUniversal | Nomination and Corporate Governance |
2016 PROXY STATEMENT SUM1 |
SUMMARY OF PROXY INFORMATION
PROXY VOTING METHODS
Shareholders holding shares of our common stockNielsen Holdings plc (“Nielsen” or “we”) at the close of business in New York on April 8, 201422, 2016 may vote their shares by proxy through the Internet, by telephone or by mail or by attending the Annual General Meeting online. Shareholders may also submit their proxy cards in person in Amsterdam, the Netherlands on the day of the Annual Meeting. For shares held through a bank, broker or other nominee, shareholders may vote by submitting voting instructions to the bank, broker or other nominee. To reduce our administrative and postage costs, we ask that shareholders vote through the Internet or by telephone, both of which are available 24 hours a day, seven days a week. Shareholders may revoke their proxies at the times and in the manners described on page 4 of the Proxy Statement.this proxy statement.
If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by proxy through the Internet, by telephone or by mail, your vote must be received by 11:59 p.m. (Eastern Time) on May 5, 2014June 20, 2016 to be counted.
If you hold shares through Nielsen’s 401(k) plan, trusteed bythe plan trustee, Fidelity Management Trust Company, will vote according to the instructions received from you provided that your vote must beinstructions are received by 11:59 p.m. Eastern Time on May 1, 2014. Those votesJune 16, 2016. Your instructions cannot be changed or revoked after that time, and thosethe shares you hold through the 401(k) plan cannot be voted in person or online at the Annual General Meeting.
TO VOTE BY PROXY:
![]() | BY INTERNET | ![]() | BY TELEPHONE | ![]() | BY MAIL | |||||||||||||||||||||||||||
• | • From a touch-tone phone, dial1-800-690-6903and follow the recorded instructions,
•You will need the |
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•Mail the proxy card in the |
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
2016 PROXY STATEMENT SUM2 |
NoticeNIELSEN HOLDINGS PLC
The 2016 annual general meeting of shareholders (the “Annual Meeting”) of Nielsen Holdings plc (the “Company”) will be held online via live webcast on June 21, 2016 at 9:00 a.m. (Eastern Time). You will be able to attend the Annual Meeting online, vote your shares electronically and ask questions during the meeting by visitingnielsen.onlineshareholdermeeting.com.
At the Annual Meeting, you will be asked to consider and vote on the resolutions under Proposals 1 to 8 below. All resolutions below will be proposed as ordinary resolutions. In addition, our UK annual report and accounts for the year ended December 31, 2015, which consists of Shareholdersthe UK statutory accounts, the UK statutory directors’ report, the UK statutory directors’ compensation report, the UK statutory strategic report and the UK statutory auditor’s report (the “UK Annual Report and Accounts”) has been made available to shareholders together with the other proxy materials and there will be an opportunity at the Annual Meeting for shareholders to ask questions or make comments on the UK Annual Report and Accounts.
Proposal No. 1 Election of Directors
a. | To re-elect James A. Attwood, Jr. as a Director of the Company |
b. | To re-elect Mitch Barns as a Director of the Company |
c. | To re-elect David L. Calhoun as a Director of the Company |
d. | To re-elect Karen M. Hoguet as a Director of the Company |
e. | To re-elect James M. Kilts as a Director of the Company |
f. | To re-elect Harish Manwani as a Director of the Company |
g. | To re-elect Kathryn V. Marinello as a Director of the Company |
h. | To re-elect Robert Pozen as a Director of the Company |
i. | To re-elect Vivek Ranadivé as a Director of the Company |
j. | To re-elect Javier G. Teruel as a Director of the Company |
k. | To re-elect Lauren Zalaznick as a Director of the Company |
Proposal No. 2 Ratification of Independent Registered Public Accounting Firm
To ratify the appointment of Ernst & Yong LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016
Proposal No. 3 Reappointment of UK Statutory Auditor
To reappoint Ernst & Young LLP as the Company’s UK statutory auditor to audit our UK statutory annual accounts for the year ending December 31, 2016 and hold office until the completion of the next annual general meeting of shareholders at which the accounts are presented
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Proposal No. 4 Authorization of the Board of Directors to Determine UK Statutory Auditor Compensation
To authorize the Board of Directors to determine the compensation of Ernst & Young LLP in its capacity as the Company’s UK statutory auditor
Proposal No. 5 Approval of the Nielsen Holdings plc 2016 Employee Share Purchase Plan
To approve the Nielsen Holdings plc 2016 Employee Share Purchase Plan
Proposal No. 6 Non-Binding, Advisory Vote on Executive Compensation
To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in this proxy statement pursuant to the rules of the U.S. Securities and Exchange Commission
Proposal No. 7 Non-Binding, Advisory Vote on Directors’ Compensation Report
To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2015, included in the UK Annual Report and Accounts and this proxy statement
Proposal No. 8 Approval of Directors’ Compensation Policy
To approve the Directors’ Compensation Policy, which is set out in the Directors’ Compensation Report for the year ended December 31, 2015 contained in the UK Annual Report and Accounts and this proxy statement
Other business
Shareholders may also be asked to consider such other business as may properly come before the Annual Meeting or any adjournments or postponement thereof.
The Directors consider that all the Proposals to be put to the Annual Meeting are in the best interest of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote “For” each Proposal and the related resolutions.
Whether or not you plan to attend the Annual Meeting, please vote electronically or by telephone or please sign and date the enclosedyour proxy card (if you received one) and return it promptly. and in any event no later than 11:59 p.m. (Eastern Time) on June 20, 2016, or 11:59 p.m. (Eastern Time) on June 16, 2016 in the case of shareholders holding shares through Nielsen’s 401(k) plan. If your shares are held through a bank, broker or other nominee, you may vote by submitting voting instructions to your bank, broker or other nominee. If you hold shares through Nielsen’s 401(k) plan, you may vote by submitting instructions to the plan trustee, Fidelity Management Trust Company. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. Shareholders may vote at the Annual Meeting, thereby canceling any previous proxy, provided that if your shares are held through a bank, broker or other nominee you will need to obtain a proxy, executed in your favor, from the shareholder of record (bank, broker or other nominee) to be able to submit your vote in person in Amsterdam, the Netherlands on the day of the Annual Meeting.proxy. Shares held through Nielsen’s 401(k) plan cannot be voted in person or online at the Annual Meeting.
April 29, 2016
By Order of the Board of Directors,
Harris Black
Corporate Secretary
This Notice of Annual Meeting, the Proxy StatementRegistered Office: AC Nielsen House, London Road, Oxford, Oxfordshire OX3 9RX, United Kingdom
Registered in England and the proxy card are being mailed
on or about April 14, 2014.Wales No. 09422989
2016 PROXY STATEMENT |
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS |
Table of ContentsNotes:
1. | In accordance with our articles of association (the ‘‘Articles’’), all resolutions will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote. All resolutions will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the total voting rights of shareholders who vote on such resolution, whether in person or by proxy. Explanatory notes regarding each of the proposals (and related resolutions) are set out in the relevant sections of the accompanying proxy materials relating to such proposals. |
2. | The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the UK Companies Act 2006 will be made available on the Company’s website as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter. |
3. | To be entitled to attend and vote at the Annual Meeting and any adjournment or postponement thereof, shareholders must be registered in the register of members of the Company at the close of business in New York on April 22, 2016. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. If you hold shares through a broker, bank or other nominee, you can attend the Annual Meeting and vote by following the instructions you receive from your bank, broker or other nominee. |
4. | Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. |
5. | If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by proxy through the Internet, by telephone or by mail, your vote must be received by 11:59 p.m. (Eastern Time) on June 20, 2016 to be counted. A shareholder of record who has returned a proxy instruction is not prevented from attending the Annual Meeting and voting in person if he/she wishes to do so. If you hold shares through Nielsen’s 401(k) plan, the plan trustee, Fidelity Management Trust Company, will vote according to the instructions received from you provided that your instructions are received by 11:59 p.m. Eastern Time on June 16, 2016. Your instruction cannot be changed or revoked after that time, and the shares you hold through the 401(k) plan cannot be voted online at the Annual Meeting. |
6. | You may revoke a previously delivered proxy at any time prior to the Annual Meeting. Shareholders may vote at the Annual Meeting, thereby cancelling any previous proxy. Shares held through Nielsen’s 401(k) plan cannot be voted online at the Annual Meeting. |
7. | Shareholders meeting the threshold requirements set out in the UK Companies Act 2006 have the right to require the Company to publish on the Company’s website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be presented before the Annual Meeting; or (ii) any circumstance connected with the auditor of the Company ceasing to hold office since the previous annual general meeting at which annual accounts and reports were presented in accordance with the UK Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with the UK Companies Act 2006. Where the Company is required to place a statement on a website under the UK Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual Meeting includes any statement that the Company has been required under the UK Companies Act 2006 to publish on a website. |
8. | Pursuant to the rules of the U.S. Securities and Exchange Commission, our proxy statement (including this Notice of Annual General Meeting), our US annual report for the year ended December 31, 2015 (including the annual report on Form 10-K for the year ended December 31, 2015), our UK Annual Report and Accounts and related information prepared in connection with the Annual Meeting are available at:www.proxyvote.com andwww.nielsen.com/investors. You will need the 16-digit control number included on your Notice or proxy card in order to access the proxy materials onwww.proxyvote.com. These proxy materials will be available free of charge. |
2016 PROXY STATEMENT |
General Information | ||||
7 | ||||
Proposal No. | ||||
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11 |
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12 | ||||
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13 | Committee Membership and Responsibilities | |||
14 | Board and Committee Evaluation | |||
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Code of Conduct and Procedures for Reporting Concerns about Misconduct | ||||
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Proposal No. | ||||
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19 | Audit Committee Report | |||
20 | Proposal No. 3 Reappointment of UK Statutory Auditor |
2016 PROXY STATEMENT TOC |
Table of Contents continued
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WHY AM I BEING PROVIDED WITH THESE MATERIALS?
We have delivered printed versions of this Proxy Statement, the enclosed proxy cardThe following questions and answers are intended to address briefly some commonly asked questions regarding our Annual Report for the year ended December 31, 2013 (together referred to as the “Proxy Materials”) to you by mail in connection with the solicitation by the Board of Directors (the “Board of Directors” or the “Board”) of Nielsen Holdings N.V. (“Nielsen,” “we” or the “Company”) of proxies to be voted at our AnnualGeneral Meeting of Shareholders to be held on May 6, 2014June 21, 2016 (the “Annual Meeting”),. These questions and at any adjournmentsanswers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement, its annexes and the documents referred to or postponements ofincorporated by reference in this proxy statement for more information. For instructions on obtaining the Annual Meeting. Directors, officers and other Company employees also may solicit proxiesdocuments incorporated by telephone or otherwise. Banks, brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners. We have retained D.F. King & Co., Inc. to assist in soliciting proxies.
You are invited to attend the Annual Meeting and vote your shares online orreference, see “Incorporation by submitting your proxy card in person.
WHAT WILL I NEED IN ORDER TO ATTEND THE ANNUAL MEETING?Reference.”
We will be hosting the Annual Meeting live via the Internet. Any shareholder can attend the Annual Meeting live via the Internet atwww.virtualshareholdermeeting.com/NLSN. The webcast will start at 9:00 a.m. (Eastern Time). You will need your 12-digit control number included on your proxy card in order to be able to enter the Annual Meeting. Instructions on how to attend and participate via the Internet are posted atwww.virtualshareholdermeeting.com/NLSN.
Q: | WHY AM I BEING PROVIDED WITH THESE PROXY MATERIALS? |
Any shareholder can also attend our Annual Meeting at the offices of Clifford Chance, LLP at Droogbak 1A in Amsterdam, the Netherlands. Nielsen directors and members of management will attend the Annual Meeting via live webcast. The Annual Meeting will start at 9:00 a.m. (Eastern Time). To gain physical access to the Annual Meeting, you must bring photo identification along with the admission ticket included with your proxy card. A person who wishes to exercise the right to vote at the Annual Meeting in Amsterdam must sign the attendance list prior to the meeting, stating his or her name, the name(s) of the person(s) for whom he or she acts as proxy, the number of shares he or she is representing and, as far as applicable, the number of votes he or she is able to cast. You may vote shares held through a bank, broker or other nominee in person in Amsterdam only if you obtain a signed proxy from the record holder (bank, broker or other nominee) giving you the right to vote the shares. Shares held through Nielsen’s 401(k) plan cannot be voted in person or online at the Annual Meeting.
A: | We are providing this proxy statement to you in connection with the solicitation by the Board of Directors (the “Board”) of Nielsen Holdings plc (“Nielsen,” “we” or the “Company”) of proxies to be voted at our Annual Meeting, and at any postponements or adjournments of the Annual Meeting. A Notice of Annual General Meeting of Shareholders required under the UK Companies Act 2006 is also attached to this proxy statement. We have either (1) delivered to you a Notice of Internet Availability of Proxy Materials (the “Notice”) and made these proxy materials available to you on the Internet or (2) delivered printed versions of these materials, including a proxy card, to you by mail. We encourage you to read the proxy statement carefully. Directors, officers and other Company employees may solicit proxies by telephone or otherwise. Banks, brokers and other nominees will also be requested to solicit proxies or authorizations from beneficial owners. We have retained D.F. King & Co., Inc. to assist in soliciting proxies. You are invited to attend the Annual Meeting and vote your shares online. |
Shareholders may vote and ask questions while attending the Annual Meeting.
WHAT AM I VOTING ON?
Q: | WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS THIS YEAR INSTEAD OF A FULL SET OF PROXY MATERIALS? |
There are nine proposals scheduled to be voted on at the Annual Meeting:
A: | Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide shareholders access to our proxy materials over the Internet. We believe that this e-proxy process will expedite our shareholders’ receipt of proxy materials and lower the costs, and reduce the environmental impact, of our Annual Meeting. Accordingly, we sent a Notice on or about April 29, 2016 to shareholders of record entitled to vote at the Annual Meeting. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice and to download printable versions of the proxy materials or to request and receive a printed set of the proxy materials from us. Instructions on how to access the proxy materials over the Internet or to request a printed copy from us may be found on the Notice. We encourage you to read the proxy statement carefully. |
Q: | WHAT WILL I NEED IN ORDER TO ATTEND THE ANNUAL MEETING? |
A: | We will be hosting the Annual Meeting live via the Internet. There is no physical meeting location for the Annual Meeting. Any shareholder can attend the Annual Meeting live via the Internet atnielsen.onlineshareholdermeeting.com. The webcast will start at 9:00 a.m. (Eastern Time) on June 21, 2016. You will need your 16-digit control number included on your Notice or proxy card in order to be able to enter the Annual Meeting. Instructions on how to attend and participate via the Internet are posted atwww.proxyvote.com (before the meeting) andnielsen.onlineshareholdermeeting.com (during the meeting). Shareholders may vote and ask questions while attending the Annual Meeting via the Internet. However, shares held through Nielsen’s 401(k) plan cannot be voted online at the Annual Meeting. |
![]() | 2016 PROXY STATEMENT 1 |
GENERAL INFORMATION |
Q: | WHAT AM I VOTING ON? |
A: | You are being asked to vote on the |
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![]() | To elect the Directors of the Board as listed herein; | |
![]() | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, | |
![]() | To | |
![]() | To authorize the Board of Directors to determine the compensation of Ernst & Young LLP in its capacity as the Company’s UK statutory auditor; | |
To approve the Nielsen Holdings |
GENERAL INFORMATION
![]() | To approve | |
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To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2015, which is set out in the UK annual report and accounts of the Company for the year ended December 31, 2015 and this proxy statement; and | ||
To approve the Directors’ Compensation Policy, which is set out in the Directors’ Compensation Report in the UK annual report and accounts of the Company for the year ended December 31, 2015 and this proxy statement. |
The shareholdersShareholders may also vote at the Annual Meeting onbe asked to consider such other mattersbusiness as may properly come before the Annual Meeting andor any adjournments or postponementspostponement thereof.
WHO IS ENTITLED TO VOTE?
Q: | WHO IS ENTITLED TO VOTE? |
A: | Holders of shares in the Company as of the close of business on April 22, 2016 (the “record date”) may vote at the Annual Meeting. |
Q: | WHAT CONSTITUTES A QUORUM? |
A: | Generally, two shareholders present at the meeting and entitled to vote are a quorum. |
Q: | HOW MANY VOTES DO I HAVE? |
A: | Shareholders holding shares in the Company at the close of business on April 22, 2016 are entitled to one vote at our Annual Meeting for each share held by them. As of April 22, 2016, the Company had 360,805,015 shares in issue. |
Q: | HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL? |
A: | Approval of resolutions at any shareholder meeting requires the affirmative vote of, in the case of an ordinary resolution, a simple majority and, in the case of a special resolution, at least 75% of the votes cast at the meeting in person or by proxy. All proposals to be voted on in the Annual Meeting are ordinary resolutions and therefore require the affirmative vote of a simple majority of the votes cast at the Annual Meeting in person or by proxy. It is important to note that votes on resolutions 2, 6 and 7 are non-binding and advisory. Therefore, the Company and/or the Board of Directors may |
2016 PROXY STATEMENT 2 |
GENERAL INFORMATION |
determine to act in a manner inconsistent with the outcomes of such votes. However, the Board values the opinions of the Company’s shareholders as expressed through their advisory votes and, accordingly, the Board intends to review and consider the voting results on such resolutions. |
Q: | HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE? |
A: | Our Board of Directors (the “Board”) recommends that you vote your shares: |
• | “FOR” each of the nominees for Directors of the Board set forth in this proxy statement; |
• | “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016; |
• | “FOR” the reappointment of Ernst & Young LLP as our UK statutory auditor who will audit our UK statutory annual accounts for the year ending December 31, 2016; |
• | “FOR” the authorization of our Board of Directors to determine the compensation of Ernst & Young LLP in its capacity as our UK statutory auditor; |
• | “FOR” the approval of the Nielsen Holdings plc 2016 Employee Share Purchase Plan; |
• | “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to SEC rules; |
• | “FOR” the approval of the Directors’ Compensation Report for the year ended December 31, 2015; and |
• | “FOR” the approval of the Directors’ Compensation Policy. |
Q: | HOW DO I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING? |
A: | If you are a shareholder of record on April 22, 2016, you may vote by granting a proxy: |
• | By Internet: If you have Internet access, you may submit your proxy by going towww.proxyvote.com (before the meeting) or atnielsen.onlineshareholdermeeting.com (during the meeting) and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit control number included on your Notice or proxy card in order to vote by Internet. |
• | By Telephone: If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit control number included on your Notice or proxy card in order to vote by telephone. |
• | By Mail: By completing, signing and dating your proxy card (if you received one) where indicated and by mailing or otherwise returning the proxy card in the envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. |
For shares held in “street name,” you may vote by submitting voting instructions to your bank, broker or nominee.
Internet and telephone voting facilities will close at 11:59 p.m. (Eastern Time) on June 20, 2016 for the voting of shares held by shareholders of the Company’s common stock as of the close of businessrecord or held in “street name” and 11:59 p.m. (Eastern Time) on April 8, 2014 (the “record date”) may vote at the Annual Meeting.
WHAT CONSTITUTES A QUORUM?
There is no minimum requirement in order to establish a quorum at the Annual MeetingJune 16, 2016 for the transactionvoting of business.shares held through Nielsen’s 401(k) plan.
HOW MANY VOTES DO I HAVE?
Shareholders holdingMailed proxy cards with respect to shares of our common stock at the close of business on April 8, 2014 are entitled to one vote at our Annual Meeting for each share of our common stock held by them. Asshareholders of February 28, 2014, we had 379,045,472record or in “street name” must be received no later than June 20, 2016. Mailed proxy cards with respect to shares of common stock outstanding.
HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL?
Directors willheld through Nielsen’s 401(k) plan must be appointed by the majority of the votes cast in respect of the shares present or represented by proxy at the Annual Meeting and from the list of nominees presented herein. Shareholders may also appoint directors without the prior nomination by the Board of Directors by way of a shareholders’ resolution adopted with a majority of at least two-thirds of the votes cast, representing morereceived no later than one-half of our capital stock.
A majority of the votes cast is also required for (a) adopting our Dutch statutory annual accounts for the year ended December 31, 2013, (b) authorizing the preparation of our Dutch statutory annual accounts and the annual report of the Board of Directors required by Dutch law, both for the year ending December 31, 2014, in the English language, (c) the discharge of members of the Board of Directors from liability pursuant to Dutch law, (d) the appointment of the auditors who will audit our Dutch statutory annual accounts, (e) the approval of the Nielsen Holdings Executive Annual Incentive Plan, (f) the extension of the authority of the Board of Directors to repurchase our shares and (g) the approval of the amendment to the articles of association to change the Company name to Nielsen N.V.
A majority of the votes cast is also required for the ratification of the appointment of the independent registered public accounting firm and the approval of the compensation paid to our named executive officers. It is important to note that these proposals are both non-binding and advisory. Therefore, the Company and/or the Board of Directors may determine to act in a manner inconsistent with the outcomes of such proposals.June 16, 2016.
2016 PROXY STATEMENT 3 |
GENERAL INFORMATION |
Q: | MAY I VOTE AT THE ANNUAL MEETING RATHER THAN BY PROXY? |
A: | Although we encourage you to vote through the Internet or the telephone or to complete and return a proxy card (if you received one) prior to the Annual Meeting to ensure that your vote is counted, you can attend the Annual Meeting and vote your shares online. If you vote by proxy and also attend the Annual Meeting, there is no need to vote again at the Annual Meeting unless you wish to change your vote. |
All holders of shares in the Company as of April 22, 2016, including shareholders of record and shareholders who hold their shares through banks, brokers, other nominees or any other holders of record as of April 22, 2016, are encouraged to attend the Annual Meeting online. You will need your 16-digit control number included on your Notice or proxy card in order to be able to enter the Annual Meeting online.
Q: | WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OR ONE SET OF PROXY MATERIALS ON OR ABOUT THE SAME TIME? |
A: | It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card (if you received one) or, if you vote by Internet or telephone, vote once for each Notice or proxy card you receive. |
Q: | MAY I CHANGE MY VOTE OR REVOKE MY PROXY? |
A: | Yes. Whether you have voted by Internet, telephone or mail, if you are a shareholder of record, you may change your vote and revoke your proxy by: |
• | Voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. (Eastern Time) on June 20, 2016; |
• | Submitting a properly signed proxy card (if you received one) with a later date that is received no later than June 20, 2016; |
• | Sending a written statement to that effect to our Corporate Secretary, provided such statement is received no later than June 20, 2016; or |
• | Attending the Annual Meeting, revoking your proxy and voting online. |
If you hold shares through the Nielsen 401(k) plan, you may change your vote and revoke your proxy by any of the first three methods listed above if you do so no later than 11:59 p.m. (Eastern Time) on June 16, 2016. You cannot, however, revoke or change your proxy with respect to shares held through the Nielsen 401(k) plan after that date, and you cannot vote those shares at the Annual Meeting.
If you hold shares in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy by attending the Annual Meeting online.
We will honor the proxy with the latest date. However, no revocation will be effective unless we receive notice of such revocation at or prior to the deadlines mentioned above. For those shareholders who submit a proxy electronically or by telephone, the date on which the proxy is submitted in accordance with the instructions listed on the Notice or the proxy card is the date of the proxy.
Q: | HOW ARE VOTES COUNTED? |
A: | Abstentions: Votes may be cast in favor of or against or you may abstain from voting. If you intend to abstain from voting for any director nominee or any other proposal, you will need to check the abstention box for such director nominee or proposal, in which case your vote will not have any effect on the outcome of the election of such director nominee or on the outcome of such proposal. |
2016 PROXY STATEMENT 4 |
GENERAL INFORMATION
GENERAL INFORMATION |
HOW ARE VOTES COUNTED?
Abstentions: Votes may be cast in favor of or against or you may abstain from voting. If you intend to abstain from voting for any director nominee or proposal, you will need to check the abstention box for such director nominee or proposal, in which case your vote will not have any effect on the outcome of the election of such director nominee or on the outcome of such proposal.
Broker Non-Votes: Broker non-votes occur when shares held by a bank, broker or other nominee are not voted with respect to a proposal because (1) the bank, broker or other nominee has not received voting instructions from the shareholder who beneficially owns the shares and (2) the bank, broker or other nominee lacks the authority to vote the shares at its/his/her discretion.
Abstentions Proposals Nos. 1, 5, 6, 7 and 8 are considered to be non-routine matters under NYSE rules. Accordingly, any bank, broker “non-votes”or other nominee holding your shares will not affectbe permitted to vote on those proposals at the meeting without receiving voting results.instructions from you.
If you just sign and submit your proxy card (if you received one) without giving specific voting instructions, this will be construed as an instruction to vote the shares as recommended by the Board of Directors, so your shares will be voted “FOR” each director nominee listed herein (Proposal No. 3)1) and “FOR” Proposal Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9, as recommended by the Board of Directors,8, and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted on, in each case as indicated on the proxy card.on.
WHO WILL COUNT THE VOTES?
Representatives of Broadridge Financial Solutions, Inc. (the “Inspectors of Election”)Abstentions and broker “non-votes” will tabulate the votes and act as inspectors of election.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
Our Board of Directors recommends that you vote your shares:
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GENERAL INFORMATION
HOW DO I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?
If you are a shareholder of record on April 8, 2014, you may vote by granting a proxy:
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For shares held in “street name,” you may vote by submitting voting instructions to your bank, broker or other nominee.
Internet and telephone voting facilities will close at 11:59 p.m. (Eastern Time) on May 5, 2014 fornot affect the voting of shares held by shareholders of record or held in “street name” and 11:59 p.m. (Eastern Time) on May 1, 2014 for the voting of shares held through Nielsen’s 401(k) plan.
Mailed proxy cards with respect to shares held of record or in “street name” must be received no later than May 5, 2014. Mailed proxy cards with respect to shares held through Nielsen’s 401(k) plan must be received no later than May 1, 2013.
MAY I VOTE AT THE ANNUAL MEETING RATHER THAN BY PROXY?
Although we encourage you to vote through the Internet or the telephone or to complete and return a proxy card prior to the Annual Meeting to ensure that your vote is counted, you can attend the Annual Meeting and vote your shares online or by submitting your proxy in person in Amsterdam. If you vote by proxy and also attend the Annual Meeting, there is no need to vote again at the Annual Meeting unless you wish to change your vote.
All holders of common stock as of April 8, 2014, including shareholders of record and shareholders who hold their shares through banks, brokers, other nominees or any other holders of record as of April 8, 2014, are encouraged to attend the Annual Meeting online. You will need your 12-digit control number included on your proxy card in order to be able to enter the Annual Meeting online. If you plan to vote in person in Amsterdam,please bring the admission ticket included with your proxy card and photo identification. If your shares are held in the name of a bank, broker or other nominee, please also bring with you a letter (and a legal proxy if you wish to vote your shares) from the bank, broker or other nominee confirming your ownership as of the record date, which is April 8, 2014. Failure to bring such a letter may delay your ability to attend or prevent you from attending the meeting in Amsterdam in person.
Shares held through Nielsen’s 401(k) plan cannot be voted in person or online at the Annual Meeting.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE SET OF PROXY MATERIALS ON OR ABOUT THE SAME TIME?
It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.
MAY I CHANGE MY VOTE OR REVOKE MY PROXY?
Yes. Whether you have voted by Internet, telephone or mail, if you are a shareholder of record, you may change your vote and revoke your proxy by:
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GENERAL INFORMATION
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A: | Representatives of Broadridge Financial Solutions, Inc. (the “Inspectors of Election”) will tabulate the votes and act as inspectors of election. |
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If you hold shares through the Nielsen 401(k) plan, you may change your vote and revoke your proxy by any of the first three methods listed above if you do so no later than 11:59 p.m. (Eastern Time) on May 1, 2014. You cannot, however, revoke or change your proxy with respect to shares held through the Nielsen 401(k) plan after that date, and you cannot vote those shares in person at the Annual Meeting.
If you hold shares in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy by attending the Annual Meeting online or by submitting your vote in person, provided that if your shares are held in “street name” you will need to obtain a proxy, executed in your favor, from the shareholder of record (bank, broker or other nominee) to be able to submit your vote in person.
We will honor the proxy with the latest date. However, no revocation will be effective unless we receive notice of such revocation at or prior to the Annual Meeting. For those shareholders who submit a proxy electronically or by telephone, the date on which the proxy is submitted in accordance with the instructions listed on the proxy card is the date of the proxy.
COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
At the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.
If other matters are properly presented to be considered and voted on at the Annual Meeting for consideration and you are a shareholder of record and have submitted a proxy card (if you received one), the persons named in your proxy card will have the discretion to vote on those matters for you.
WHO WILL PAY FOR THE COST OF THIS PROXY SOLICITATION?
Q: | WHO IS SOLICITING MY PROXY? |
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, internet and facsimile transmission. In addition, we have hired D.F. King & Co., Inc. to assist in soliciting proxies. We expect to pay approximately $10,000 plus reasonable out-of-pocket expenses for these services.
A: | Proxies are being solicited by and on behalf of our Board of Directors. |
IS MY VOTE CONFIDENTIAL?
Q: | WHO WILL PAY FOR THE COST OF THIS PROXY SOLICITATION? |
Proxy cards and voting tabulations that identify individual shareholders are mailed or returned directly to the Inspectors of Election and handled in a manner that protects your voting privacy. Your vote will not be disclosedexcept:
A: | We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, internet and facsimile transmission. In addition, we have hired D.F. King & Co., Inc. to assist in soliciting proxies. We expect to pay approximately $10,000 plus reasonable out-of-pocket expenses for these services. |
Q: | IS MY VOTE CONFIDENTIAL? |
A: | Proxy cards and voting tabulations that identify individual shareholders are mailed or returned directly to the Inspectors of Election and handled in a manner that protects your voting privacy. Your vote will not be disclosedexcept: |
• | as needed to permit the Inspectors of Election to tabulate and certify the vote; |
• | as required by law; or |
• | in limited circumstances such as a proxy contest in opposition to the Board of Directors. |
In addition, all comments written on the proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.
2016 PROXY STATEMENT 5 |
GENERAL INFORMATION |
COMPANY INFORMATION AND MAILING ADDRESS
Nielsen Holdings N.V.plc is a Dutch public company with limited liability (naamloze vennootschap)company incorporated under the laws of the Netherlands. England and Wales.
Our common stock tradesshares trade in U.S. dollars on the New York Stock Exchange (the “NYSE”)NYSE under the symbol “NLSN.” Our principal executive offices in the United States are located at 85 Broad Street, New York, NY 10004. Our telephone number is 1 (646) 654-5000. Our website address iswww.nielsen.com. Information on our website is not incorporated into this Proxy Statement.proxy statement.
GENERAL INFORMATION
The terms “Company,” “Nielsen,” “we,” “our” or “us,” as used herein, refer to Nielsen Holdings plc (formerly known as Nielsen N.V.), unless otherwise stated or indicated by context. The term “TNC B.V.,” as used herein, refers to The Nielsen Company B.V., a subsidiary of Nielsen.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 6, 2014:JUNE 21, 2016:
This Proxy Statement andproxy statement, our Annual Report for the year ended December 31, 20132015 (including the annual report on Form 10-K for the year ended December 31, 2015), our UK annual report and accounts for the year ended December 31, 2015, which consists of the UK statutory accounts, the UK statutory directors’ report, the UK statutory directors’ compensation report, the UK statutory strategic report and the UK statutory auditor’s report (the “UK Annual Report and Accounts”) and related information prepared in connection with the Annual Meeting are available atwww.proxyvote.com andwww.nielsen.com/investors. You will need the 12-digit16-digit control number included on your Notice or proxy card in order to access the proxy materials onwww.proxyvote.com. In addition, if you have not received a copy of our proxy materials and would like one, you may download an electronic copy of our proxy materials or request a paper copy atwww.proxyvote.com, or by telephone at 1-800-579-1639 or by email tosendmaterial@proxyvote.com. If requesting materials by email, please send a blank email with the 16-digit control number included on your Notice. You will also have the opportunity to request paper or email copies of our proxy materials for all future shareholder meetings.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
The Annual Meeting will be held at 9:00 a.m. (Eastern Time) on Tuesday, May 6, 2014.June 21, 2016. You may attend the meeting online by visitingwww.virtualshareholdermeeting.com/NLSNnielsen.onlineshareholdermeeting.com. You may also attend the meeting in person at the offices of Clifford Chance LLP at Droogbak 1A in Amsterdam, the Netherlands. Nielsen directors and members of management will attend the meeting via live webcast.
Adoption of Dutch Annual Accounts for 2013
At the Annual Meeting, you will be asked to (a) adopt our Dutch statutory annual accounts required under Dutch law and our articles of association (the “Dutch Annual Accounts”) for the year ended December 31, 2013 and (b) authorize the preparation of our Dutch Annual Accounts and the annual report of the Board of Directors as required by Dutch law (the “Dutch Annual Report”) for the year ending December 31, 2014 in the English language.
Our Dutch Annual Accounts are prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (IFRS), and Dutch law. The Dutch Annual Report for the year ended December 31, 2013, contains information included in our annual report on Form 10-K and other information required by Dutch law. Our Dutch Annual Report and Dutch Annual Accounts, in each case for the year ended December 31, 2013, can be accessed through our website,www.nielsen.com, and may be obtained free of charge by request to our office at Diemerhof 2, 1112 XL Diemen, the Netherlands and at our offices at 40 Danbury Road, Wilton, Connecticut 06897, United States of America.
The affirmative vote of the majority of the votes cast at the Annual Meeting is required to adopt our Dutch Annual Accounts for the year ended December 31, 2013 and to authorize the preparation of our Dutch Annual Accounts and Dutch Annual Report for the year ending December 31, 2014 in the English language.
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Discharge of Members of the Board of Directors from Liability Pursuant to Dutch Law
Under Dutch law, at the Annual Meeting, shareholders may discharge the members of the Board of Directors from liability in respect of the exercise of their duties during the financial year concerned. The discharge is without prejudice to the provisions of the law of the Netherlands relating to liability upon bankruptcy and does not extend to matters not disclosed to shareholders.
It is proposed that the shareholders resolve to discharge the members of the Board of Directors from liability pursuant to Dutch law in respect of the exercise of their duties during 2013.
The affirmative vote of the majority of the votes cast at the Annual Meeting is required to so discharge the members of the Board of Directors.
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Election of Directors
Our Board of Directors has fixed the number of directors at eleven. Acting upon the recommendation of its Nomination and Corporate Governance Committee, and taking into account the rights of certain shareholders pursuant to agreements the Company entered into permitting such shareholders to nominate directors to the Board as described under “Certain Relationships and Related Party Transactions – Shareholders’ Agreement and Termination Agreement,” our Board has nominated the nine persons identified herein for election as directors. As suitable candidates are identified, the Board may appoint persons to fill the remaining two vacant seats on an interim basis pending their election at the next general meeting of shareholders. Directors will hold office until the end of the next annual general meeting of shareholders and the election and qualification of their successors or until resignation. Action will be taken at the Annual Meeting for the election of these nominees.
It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of these nine nominees, except in cases of proxies bearing contrary instructions. In the event that these nominees should become unavailable for election due to any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion to vote for a substitute.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
The following information describes the names, ages as of March 31, 20142016 and biographical information of each nominee. Beneficial ownership of equity securities of the nominees is shown under “Ownership of Securities.”
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Mr. Calhoun has been the Executive Chairman of the Board of Nielsen since January 1, 2014 and, before that, served as a member of the Board of Nielsen since its initial public offering in January 2011 (the “IPO”). Mr. Calhoun also serves as Executive Chairman of the Supervisory Board of TNC B.V., a position he has held since January 1, 2014 and, before that, he was Chairman of its Executive Board since September 2006. He was also the Chief Executive Officer of Nielsen and TNC B.V. through December 31, 2013. Effective January 1, 2014, Mr. Calhoun joined The Blackstone Group L.P. as a Senior Managing Director and Head of Private Equity Portfolio Operations. Prior to joining Nielsen in 2006, Mr. Calhoun was a Vice Chairman of the General Electric Company and President and CEO of GE Infrastructure, the largest of GE’s six business segments and comprised of Aviation, Energy, Oil & Gas, Transportation, and Water & Process Technologies, as well as GE’s Commercial Aviation Services and Energy Financial Services businesses. From 2003 until becoming a Vice Chairman of GE and President and CEO of GE Infrastructure in 2005, Mr. Calhoun served as President and CEO of GE Transportation, which is made up of GE’s Aircraft Engines and Rail businesses. Prior to joining Aircraft Engines in July 2000, Mr. Calhoun served as President and CEO of Employers Reinsurance Corporation from 1999 to 2000; President and CEO of GE Lighting from 1997 to 1999; and President and CEO of GE Transportation Systems from 1995 to 1997. From 1994 to 1995, he served as President of GE Plastics for the Pacific region. Mr. Calhoun joined GE upon graduation from Virginia Polytechnic Institute in 1979. Mr. Calhoun serves on the boards of directors of The Boeing Company and Caterpillar Inc. He was a member of the board of directors of Medtronic Inc. until August 23, 2012.
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Mr. Attwood has been a director of Nielsen since June 2006. Mr. Attwood has also served as a member of the Supervisory Board of TNC B.V. since July 28, 2006.Mr. Attwood has been a director of Nielsen (or its predecessor) since June 2006, served as Lead Independent Director of the Board of Nielsen (or its predecessor) from January 1, 2015 through December 31, 2015 and has served as Chairman of the Board since January 1, 2016. Mr. Attwood is a Managing Director of The Carlyle Group and Head of the Global Telecommunications, and Media, and Technology Group. Prior to joining The Carlyle Group in 2000, Mr. Attwood was with Verizon Communications, Inc. and GTE Corporation. Prior to GTE, he was with Goldman, Sachs & Co. Mr. Attwood serves as a member of the boards of directors of Syniverse Holdings, Inc., Getty Images and CoreSite Realty Corporation. Mr. Attwood graduated summa cum laude from Yale University with a B.A. in applied mathematics and an M.A. in statistics and received both J.D. and M.B.A. degrees from Harvard University.
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Mr. Barns has been the Chief Executive Officer of Nielsen (or its predecessor) since January 1, 2014 and has been a director of Nielsen (or its predecessor) since October 2014. His prior roles with Nielsen include President, Global Client Service from February 2013 through December 2013, President of Nielsen’s U.S. Watch business from June 2011 until February 2013, President of Nielsen Greater China from January 2008 until June 2011, President of Nielsen’s Consumer Panel Services from March 2007 until January 2008 and President of Nielsen’s BASES and Analytic Consulting units from July 2004 through February 2007. He joined Nielsen in March 1997 after 12 years with The Procter & Gamble Company. Mr. Barns is a member of the board of directors of Monsanto Company. He is a graduate of Miami University in Ohio and the Stanford Executive Program at the Stanford Graduate School of Business. |
2016 PROXY STATEMENT 7 |
PROPOSAL NO. 3 – Election of Directors
ELECTION OF DIRECTORS |
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Mr. Calhoun has been a director of Nielsen (or its predecessor) since September 2006 and served as Executive Chairman of the Board of Nielsen (or its predecessor) from January 1, 2014 through December 31, 2015. He has served as Senior Managing Director and Head of Private Equity Portfolio Operations of The Blackstone Group L.P. since January 2014. Previously, Mr. Calhoun served as the Chief Executive Officer of Nielsen from September 2006 through December 2013. Prior to joining Nielsen, he served as Vice Chairman of General Electric Company and President and CEO of GE Infrastructure. During his 26-year tenure at GE, he ran multiple business units, including GE Transportation, GE Aircraft Engines, GE Employers Reinsurance Corporation, GE Lighting and GE Transportation Systems. Mr. Calhoun is a member of the boards of directors of The Boeing Company and Caterpillar Inc. He was also appointed Non-Executive Chairman of privately-owned Gates Global effective July 2014. He was a member of the board of directors of Medtronic Inc. from 2007 to 2012.
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Ms. Hoguet has been a director of Nielsen since the IPO. Ms. Hoguet has also served as a member of The Supervisory Board of TNC B.V.
Karen M. Hoguet | Age 59 | |||
Ms. Hoguet has been a director of Nielsen (or its predecessor) since November |
James M. Kilts | Age 68 | |||
Mr. Kilts has been a director of Nielsen (or its predecessor) since November 2006. He served as Chairman of the Board of Nielsen until January 1, 2014. Mr. Kilts is a founding partner of Centerview Capital. Prior to joining Centerview Capital, Mr. Kilts was Vice Chairman of the Board of The Procter & Gamble Company. Mr. Kilts was formerly Chairman of the Board, Chief Executive Officer and President of The Gillette Company before the company’s merger with Procter & Gamble in October 2005. Prior to Gillette, Mr. Kilts had served at different times as President and Chief Executive Officer of Nabisco, Executive Vice President of the Worldwide Food Group of Philip Morris, President of Kraft USA and Oscar Mayer, President of Kraft Limited in Canada, and Senior Vice President of Kraft International. A graduate of Knox College, Galesburg, Illinois, Mr. Kilts earned a Masters of Business Administration degree from the University of Chicago. Mr. Kilts is currently a member of the boards of directors of Metropolitan Life Insurance Co., Pfizer Inc. and Unifi, Inc. Mr. Kilts was a member of the board of directors of MeadWestvaco Corporation until April 2014. He is also a member of the Board of Overseers of Weill Cornell Medical College and is a Director of the Cato Institute. Mr. Kilts serves on the Board of Trustees of the University of Chicago, is a Life Trustee of Knox College and is a Life Member of the Advisory Council of the University of Chicago Booth School of Business (Chairman from 2002-2009). |
2016 PROXY STATEMENT 8 |
ELECTION OF DIRECTORS |
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Mr. Manwani has been a director of Nielsen (or its predecessor) since January 2015. He has been Global Executive Advisor for Blackstone Private Equity Group since February 2015. He retired from Unilever, a leading global consumer products company, at the end of 2014, where he served as Chief Operating Officer since September 2011. Mr. Manwani joined Hindustan Unilever (HUL) in 1976, becoming a member of the HUL board in 1995, and since that time held positions of increasing responsibility in Unilever which gave him wide ranging international marketing and general management experience. Mr. Manwani is a director of Qualcomm Incorporated since May 2014, Pearson plc since October 2013 and Whirlpool Corporation since August 2011. He is also the non-executive chairman of Hindustan Unilever Limited (a majority-owned subsidiary of Unilever) since July 2005. He previously served as a director of ING Group from April 2008 to April 2010. He is a director of the Economic Development Board of Singapore since February 2013 and the Indian School of Business since April 2006. Mr. Manwani holds a Bachelor of Science honors degree in Statistics and a Master’s degree in Management Studies, both from Mumbai University in India. He has also attended the Advanced Management Program at Harvard Business School.
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Kathryn V. Marinello | Age 59 | |||
Ms. Marinello has been a director of Nielsen (or its predecessor) since October 2014. Ms. Marinello has also been member of the Board of Directors of General Motors Company since July 2009, AB Volvo since April 2014 and RealPage, Inc. since July 2015. She was also a member of the Board of Directors of General Motors Corporation from 2007 to 2009. In March 2014, Ms. Marinello rejoined Ares Management LLC, a global asset manager, as Senior Advisor. She had been Chairman and Chief Executive Officer of Stream Global Services, Inc., a global business process outsource service provider specializing in customer relationship management for Fortune 1,000 companies, from August 2010 through March 2014. Ms. Marinello served as senior advisor and consultant at Providence Equity Partners LLC, a private equity firm, and Ares Management LLC from June to August 2010. She served as Chairman and Chief Executive Officer of Ceridian Corporation, a human resources outsourcing company, from December 2007 to January 2010; and President and Chief Executive Officer from 2006 to 2007. Prior to joining Ceridian, Ms. Marinello spent 10 years at General Electric Company (“GE”), and served in a variety of senior roles, including President and Chief Executive Officer of GE Fleet Services, a division of GE, from 2002 to 2006. |
Mr. Kilts has been a director of Nielsen since the IPO. Mr. Kilts has also served as a member of the Supervisory Board of TNC B.V. since November 23, 2006. He served as Chairman of the Board of Nielsen and TNC B.V. until January 1, 2014. Mr. Kilts is a founding partner of Centerview Capital, whose affiliates invest in the Company and its majority shareholder, Valcon Acquisition Holding (Luxembourg) S.à r.l. Prior to joining Centerview Capital, Mr. Kilts was Vice Chairman of the Board of The Procter & Gamble Company. Mr. Kilts was formerly Chairman of the Board, Chief Executive Officer and President of The Gillette Company before the company’s merger with Procter & Gamble in October 2005. Prior to Gillette, Mr. Kilts had served at different times as President and Chief Executive Officer of Nabisco, Executive Vice President of the Worldwide Food Group of Philip Morris, President of Kraft USA and Oscar Mayer, President of Kraft Limited in Canada, and Senior Vice President of Kraft International. A graduate of Knox College, Galesburg, Illinois, Mr. Kilts earned a Masters of Business Administration degree from the University of Chicago. Mr. Kilts is currently a member of the boards of directors of Metropolitan Life Insurance Co., Pfizer Inc. and MeadWestvaco Corporation (from which he is expected to step down as a director as of its 2014 annual meeting of shareholders). He is also a member of the Board of Overseers of Weill Cornell Medical College. Mr. Kilts serves on the Board of Trustees of Knox College and the University of Chicago and is a member of the Advisory Council of the University of Chicago Booth School of Business.
Robert Pozen | Age 69 | |||
Mr. Pozen has been a director of Nielsen (or its predecessor) since May 2010. From July 1, 2010 through December 31, 2011, he was Chairman Emeritus of MFS Investment Management. Prior to that, he was Chairman of MFS Investment Management since February 2004. He previously was Secretary of Economic Affairs for the Commonwealth of Massachusetts in 2003. Mr. Pozen was also the John Olin Visiting Professor, Harvard Law School from 2002-2004 and the chairman of the SEC Advisory Committee on Improvements to Financial Reporting from 2007-2008. From 1987 through 2001, Mr. Pozen worked for Fidelity Investments in various jobs, serving as President of Fidelity Management and Research Co. from 1997 through 2001. He is currently a director of Medtronic, Inc. and AMC, a subsidiary of the International Finance Corporation. He is a senior lecturer at MIT Sloan School of Management, a senior fellow of the Brookings Institution, a member of the Advisory Board of Perella Weinberg Partners and a trustee of the Commonwealth Fund. |
2016 PROXY STATEMENT 9 |
ELECTION OF DIRECTORS |
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| Mr. Ranadivé has been a director of Nielsen (or its predecessor) since July 2012. He was the Chief Executive Officer and Chairman of TIBCO Software Inc. (“TIBCO”) since its inception in 1997 until December 2014 and now serves as a board member of TIBCO and assists it with strategic projects. Mr. Ranadivé founded Teknekron Software Systems, Inc., TIBCO’s predecessor, in 1985. Prior to founding TIBCO, Mr. Ranadivé was president and founder of a UNIX consulting company. Previously, he held management and engineering positions with Ford Motor Company, M/A-Com Linkabit and Fortune Systems. Mr. Ranadivé is a frequent presenter on such topics as the future of integration, enabling real-time business and unleashing the power of information across enterprises to become more competitive. Mr. Ranadivé earned an MBA from Harvard Business School, where he was a Baker Scholar. He received both a Master’s and Bachelor’s Degree in Electrical Engineering from the Massachusetts Institute of Technology. Mr. Ranadivé is the controlling owner of the Sacramento Kings, a National Basketball Association (NBA) franchise. |
Mr. Navab has been a director of Nielsen since June 2006. Mr. Navab has also served as a member of the Supervisory Board of TNC B.V. since June 13, 2006. Since October 2009, Mr. Navab has been a member of KKR Management LLC, the general partner of KKR & Co. L.P. (prior to that, he was a member of KKR & Co. L.L.C., the general partner of Kohlberg Kravis Roberts & Co. L.P.), where he is co-head of North American Private Equity and heads the Media and Communications Industry Team. Prior to joining KKR in 1993, Mr. Navab was with James D. Wolfensohn Incorporated and prior to that he was with Goldman, Sachs & Co. Mr. Navab is currently a director of Visant and Weld North. Mr. Navab received a B.A. with Honors, Phi Beta Kappa, from Columbia College and an M.B.A. with High Distinction from the Harvard Graduate School of Business Administration.
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Mr. Teruel has been a director of Nielsen (or its predecessor) since August 2010. He is a Partner of Spectron Desarrollo, SC, an investment management and consulting firm and Chairman of Alta Growth Capital, a private equity firm; Retired Vice Chairman (2004 to 2007) of Colgate-Palmolive Company (consumer products), with which he served in positions of increasing importance since 1971, including as Executive Vice President responsible for Asia, Central Europe, Africa and Hill’s Pet Nutrition, as Vice President of Body Care in Global Business Development in New York, as President and General Manager of Colgate-Mexico, as President of Colgate-Europe, and as Chief Growth Officer responsible for the company’s growth functions. He has served as a director of Starbucks Corporation since 2005 and JCPenney since 2008. |
Mr. Pozen has been a director of Nielsen since the IPO. Mr. Pozen has also served as a member of the Supervisory Board of TNC B.V. since May 1, 2010. From July 1, 2010 through December 31, 2011, he was Chairman Emeritus of MFS Investment Management. Prior to that, he was Chairman of MFS Investment Management since February 2004. He previously was Secretary of Economic Affairs for the Commonwealth of Massachusetts in 2003. Mr. Pozen was also the John Olin Visiting Professor, Harvard Law School from 2002-2004 and the chairman of the SEC Advisory Committee on Improvements to Financial Reporting from 2007-2008. From 1987 through 2001, Mr. Pozen worked for Fidelity Investments in various jobs, serving as President of Fidelity Management and Research Co. from 1997 through 2001. He is currently a director of Medtronic, Inc., a director of AMC, a subsidiary of the International Finance Corporation, and he was a director of BCE, Inc. until February 2009. He is a senior lecturer at Harvard Business School, a senior fellow of the Brookings Institution, an advisor to Immune Excite, a private biotech company, and a trustee of the Commonwealth Fund.
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PROPOSAL NO. 3 – Election of Directors
Age 53
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Mr. Ranadivé has been a director of Nielsen and a member of the Supervisory Board of TNC B.V. since July 26, 2012. He has been the Chief Executive Officer and Chairman of TIBCO Software Inc. (“TIBCO”) since its inception in 1997. Mr. Ranadivé founded Teknekron Software Systems, Inc., TIBCO’s predecessor, in 1985. Prior to founding TIBCO, Mr. Ranadivé was president and founder of a UNIX consulting company. Previously, he held management and engineering positions with Ford Motor Company, M/A-Com Linkabit and Fortune Systems. Mr. Ranadivé is a frequent presenter on such topics as the future of integration, enabling real-time business and unleashing the power of information across enterprises to become more competitive. Mr. Ranadivé earned an MBA from Harvard Business School, where he was a Baker Scholar. He received both a Master’s and Bachelor’s Degree in Electrical Engineering from the Massachusetts Institute of Technology.
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Mr. Rao has been a director of Nielsen and a member of the Supervisory Board of TNC B.V. since December 19, 2013. He is a Managing Director at Thomas H. Lee Partners, L.P., which he joined in 2000. Mr. Rao is currently a director of MoneyGram International, Inc., a public company. He is also a director of the following privately-held companies: Ceridian HCM Holding Inc., Comdata Inc., Black Knight Financial Services, LLC and Servicelink Holdings, LLC. Mr. Rao holds a B.A., summa cum laude, in Economics from Duke University and an M.B.A. from Harvard Business School.
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Mr. Teruel has been a director of Nielsen since the IPO. Mr. Teruel has also served as a member of the Supervisory Board of TNC B.V. since August 13, 2010. He is a Partner of Spectron Desarrollo, SC, an investment management and consulting firm and Chairman of Alta Growth Capital, a private equity firm; Retired Vice Chairman (2004 to 2007) of Colgate-Palmolive Company (consumer products), with which he served in positions of increasing importance since 1971, including as Executive Vice President responsible for Asia, Central Europe, Africa and Hill’s Pet Nutrition, as Vice President of Body Care in Global Business Development in New York, as President and General Manager of Colgate-Mexico, as President of Colgate-Europe, and as Chief Growth Officer responsible for the company’s growth functions. He has served as a director of Starbucks Corporation since 2005 and JCPenney since 2008. He served as a director of the Pepsi Bottling Group, Inc. from 2007 to 2010.
The nominees for election to the Board of Directors named above are hereby proposed for re-appointmentreappointment by the shareholders.
![]() ![]() | The Board of Directors recommends that shareholders vote “FOR” the election of each of the nominees named above. |
2016 PROXY STATEMENT 10 |
The Board of Directors and Certain Governance Matters
Effective May 17, 2013, we ceased to be a controlled company within the meaning of the corporate governance rules of the New York Stock Exchange. In accordance with thesethe NYSE rules, a majority of our Board of Directors consist of independent directors. Our Audit Committee consists solely of independent directors, and a majority of members on theour Audit Committee, Compensation Committee and the Nomination and Corporate Governance Committee are independent. The latter two committees will be fully independent by May 17, 2014 in accordance with applicable NYSE rules.independent.
On August 14, 2013, the Company entered into agreements with affiliates of The Blackstone Group, The Carlyle Group, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (each such affiliate, a “Shareholder”) each of which provides such Shareholder with the right to nominate one director (a “Sponsor Director”) to Nielsen’s Board of Directors if such Shareholder holds, directly or indirectly, at least 3% of Nielsen’s voting power. These agreements were entered into in consideration for the termination of the shareholders’ agreement to which Nielsen and the Shareholders (among others) were parties. See “Certain Relationships and Related Party Transactions – Shareholders’ Agreement and Termination Agreement.” As described more fully below, Mr. Attwood, Managing Director of The Carlyle Group, is an independent director within the meaning of the NYSE listing rules and under our Corporate Governance Guidelines.
The members of our Board of Directors may be suspended or dismissed at any time at the general meeting of shareholders. If a resolution to suspend or dismiss a director is proposed by the Board, such resolution may be adopted by a majority of the votes validly cast. If no such proposal is made by the Board, then a director may be suspended or dismissed by the general meeting by at least a two-thirds majority of the votes cast, provided such majority represents more than half of our issued share capital.
Our Chief Executive Officer is expected to be responsible for the day-to-day management of the Company. Our directors are expected to supervise our Chief Executive Officer and our general affairs and to provide general advice to the Chief Executive Officer. The directors perform those acts that are delegated to them pursuantPursuant to our articles of association or byand in accordance with the UK Companies Act 2006, our board regulations. Mr. Calhoun isdirectors are responsible for the Executive Chairmanmanagement of the Board. He was appointed Executive Chairman in connection with his departure asCompany’s business, for which purpose they may exercise all the Company’s Chief Executive Officer effective January 1, 2014. He serves aspowers of the representativeCompany. The directors may delegate any of The Blackstone Groupthe powers, authorities and discretions which are conferred on them under the agreement described above.articles.
Each director owes a duty to usthe Company to properly perform the duties assigned to him or her and to act in the corporatebest interest of ourthe Company. Under DutchEnglish law, this requires each director to act in a way he or she considers, in good faith, would be most likely to promote the corporate interest extendssuccess of the Company for the benefit of its shareholders as a whole, and in doing so have regard (among other matters) to the likely consequences of any decision in the long-term, the interests of all corporate stakeholders, such as shareholders, creditors,the Company’s employees, the Company’s business relationships with suppliers, customers and suppliers.others, the impact of the Company’s operations on the community and the environment and the need to act fairly between shareholders. Our directors are expected to be appointed for one year and will be re-electable each year at the annual general meeting of shareholders.
Our Board of Directors has adopted board regulations governing its performance, its decision making, its composition, the tasks and working procedure of the committees and other matters relating to the Board of Directors, the Chief Executive Officer, the directors and the committees established by the Board of Directors. In accordance with our board regulations,articles of association, resolutions of our Board of Directors will be adopted by a simple majority of votes cast in a meeting at which at least the majority of its members is present or represented.
DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS
The Board of Directors must make an affirmative determination at least annually as to the independence of each director. A director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Heightened independence standards apply to members of the Audit Committee and Compensation Committee.
The NYSE independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. The Board is also responsible for determining affirmatively, as to each independent director, that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. As the concern is independence from management, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding.
The categorical standards set forth in our Corporate Governance Guidelines are intended to assist the Board of Directors in determining whether or not certain relationships between our directors and us, either directly or as a partner, shareholder or officer of an organization that has a relationship with us, are “material relationships” for purposes of the NYSE independence standards. The categorical standards establish thresholds at which such relationships are deemed to be material.
The Board of Directors undertook its annual review of director independence. At the time of our IPO in January 2011, The Blackstone Group, The Carlyle Group, Kohlberg Kravis Roberts & Co., Thomas H. Lee Partners and Centerview Partners, each of whom has representatives on our Board, received fees in connection with the termination of an advisory services agreement. Messrs. Kilts (from Centerview), Navab (from Kohlberg Kravis Roberts & Co.) and Rao (from Thomas H. Lee Partners) will not be deemed independent under applicable NYSE rules until at least January 1, 2015 because the amount of these termination fees paid to each of their firms exceeded 2% of each firm’s annual revenue in 2011. The termination fees paid to The Blackstone Group and The Carlyle Group were less than 1% of their respective consolidated gross revenues in 2011. However, Mr. Calhoun (from The Blackstone Group) remains non-independent because he was Nielsen’s CEO until December 31, 2013.
As a result of the independence review, the Board of Directors affirmatively determined that each of Messrs. Attwood, Kilts, Manwani, Pozen, Ranadivé and Teruel and Ms.Mses. Hoguet, Marinello and Zalaznick is independent for board service for purposes ofunder Section 303A.02 of the NYSE listing rules and under our Corporate Governance Guidelines.Guidelines for purposes of board services. In addition, the Board of Directors affirmatively determined that each of Messrs. Pozen and Teruel and Ms.Mses. Hoguet and Marinello is independent for purposesunder Rule 10A-3(b)(1) of Rule 10A-3(b)(i) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for purposes of Audit Committee services and that each of Messrs. AttwoodManwani, Ranadivé and Teruel and Ms. HoguetMarinello is independent for purposes ofunder the NYSE listing rules applicable to Compensation Committees. In making suchthe director independence determinations, the Boardboard of Directorsdirectors considered among other facts and circumstances, (1) our paymentthe fact that Mr. Teruel indirectly holds approximately 6% of the termination feecapital stock of, and until July 2015 served as a director of, a private
2016 PROXY STATEMENT 11 |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS |
entity in 2011 to The Carlyle Group,which Nielsen invested $2.5 million, which represents approximately 12.5% of which Mr. Attwood issuch entity’s capital stock. Nielsen has a Managing Director, and (2) our payments to TIBCO, of which Mr. Ranadivé is the Chief Executive Officer, Chairman of the Board of Directorsboard seat on, and a significant shareholder. In each case, our payments were below the thresholds set forth under the NYSE listing rules and the Company’s categorical standards of director independence. Moreover, the payments to Carlyle were below 1% of its consolidated gross revenues in 2011 and the payments to TIBCO were below 1% of its consolidated gross revenues in 2013.commercial arrangement with, this entity.
Under our Corporate Governance Guidelines, the Board must select its chairperson from its members in any way it considers in the best interestsinterest of the Company. Pursuant to our articles of association, a non-executive director must be appointed as the chairperson of the Board. Effective January 1, 2014,2016, Mr. Calhoun resigned asAttwood, formerly the Company’s Chief Executive Officer andBoard’s Lead Independent Director, began serving as Executivethe Board’s non-executive, independent Chairman of the Company’s Board (replacing Mr. KiltsCalhoun as Chairman who continues as a Board member). Also effective January 1, 2014,In light of Mr. Barns succeeded Mr. Calhoun asAttwood’s independence from the Company’s Chief Executive Officer. In connection with his departure as Chief Executive OfficerCompany and his appointment as Executive Chairman, Mr. Calhoun entered into a Transition Agreement reflecting his change in status and under which he has agreed to devote between 15% and 20% of his business time through December 31, 2015 (or such earlier date as the Board decides to end such services) to provide guidance and advice to Mr. Barns with respect to all aspects of his duties and responsibilities as the new Chief Executive Officer. Our Board believes this arrangement provides for an appropriate transition of the Chief Executive Officer’s responsibilities and a continuation of the strong support and strategic direction the current Board has provided the Company since its initial public offering.does not currently have a Lead Independent Director. As noted further below, each Board committee also has a non-executive, independent chairman. Our Board believes our leadership structure best encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, Mr. Calhoun’s attention to Board matters as Executive Chairman allows Mr. Barns to focus more specifically on overseeing the Company’s operations as well as strategic opportunities and planning.
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
Our Board of Directors has established the following Committees: an Audit Committee, a Compensation Committee and a Nomination and Corporate Governance Committee. The current composition and responsibilities of each Committee are described below. Members serve on these Committees until their resignation or until otherwise determined by our Board of Directors.
Name | Audit Committee | Compensation Committee | Nomination and Corporate Governance Committee | |||
James A. Attwood, Jr. | ||||||
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Karen M. Hoguet |
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James M. Kilts | • | |||||
Harish Manwani | • | |||||
Kathryn V. Marinello | • | • | ||||
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Vivek Ranadivé | • | • | ||||
Javier G. Teruel | • | • Chairman | ||||
Lauren Zalaznick | • |
Pursuant to our Corporate Governance Guidelines, all directors are expected to make every effort to attend all meetings of the Board and meetings of the Committees of which they are members. Directors are encouraged to attend board meetings and meetings of committees of which they are members in person, but may also attend such meetings by telephone or video conference.
During the year ended December 31, 2013,2015, the Board, the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee held 10, 8, 10five, nine, seven and 5five meetings, respectively. Each director attended 75% or more of the total number of 20132015 meetings of the Board and of the Committees on which each such director served and that were held during the period that such director served.
In accordance with our Corporate Governance Guidelines, the CEO is expected to attend the annual general meeting and each extraordinary general meeting of shareholders. All non-executive directors are encouraged (but not required) to attend the annual general meeting and each extraordinary general meeting of shareholders. SixAll directors attended the annual general meeting held in 2013.2015.
2016 PROXY STATEMENT 12 |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS |
COMMITTEE MEMBERSHIP AND RESPONSIBILITIES
Audit Committee
Our Audit Committee consists of Messrs. Pozen and Teruel and Ms.Mses. Hoguet and Marinello, with Ms. Hoguet serving as Chairman. The Board of Directors has determined that each of Messrs. Pozen and Teruel and Ms.Mses. Hoguet and Marinello meets the definition of “independent director” under the NYSE listing rules, Rule 10A-3(b)(i)(1) of the Exchange Act and the categorical standards of director independence under our Corporate Governance Guidelines. The Board of Directors has determined that each of Messrs. Pozen and Teruel and Ms.Mses. Hoguet and Marinello qualifies as an “audit committee financial expert” as defined by applicable regulations of the SEC and meets the financial literacy and expertise requirements of the NYSE.
Our Audit Committee supervises and monitors our financial reporting, risk management program and compliance with relevant legislation and regulations. It oversees the preparation of our financial statements, our financial reporting process, our system of internal controls and risk management, our internal and external audit process and our internal and external auditor’s qualifications, independence and performance. Our Audit Committee also reviews our annual and interim financial statements and other public disclosures prior to publication. Our Audit Committee appoints our external auditors, subject to shareholder vote as may be required under DutchEnglish law, and oversees the work of the external and internal audit functions, providing compliance oversight, preapproval of all audit engagement fees and terms, preapproval of audit and permitted non-audit services to be provided by the external auditor, establishing auditing policies, discussing the results of the annual audit, critical accounting policies, significant financial reporting issues and judgments made in connection with the
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
preparation of the financial statements and related matters with the external auditor and reviewing earnings press releases and financial information provided to analysts and ratings agencies.
Compensation Committee
Our Compensation Committee consists of Messrs. Attwood, Navab, RaoManwani, Ranadivé and Teruel and Ms. Hoguet,Marinello, with Mr. AttwoodTeruel serving as Chairman. As noted above, a majority of members on the Compensation Committee are independent and the Committee will be fully independent by May 17, 2014 in accordance with applicable NYSE rules. Our Board of Directors has affirmatively determined that each of Messrs. AttwoodManwani, Ranadivé and Teruel and Ms. HoguetMarinello meets the definition of “independent director” for purposes ofunder the NYSE listing rules and the categorical standards of director independence under our Corporate Governance Guidelines. In addition, Messrs. Attwood and Teruel and Ms. Hoguet meet the definition of “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the definition of “non-employee director” for purposes of Section 16 of the Exchange Act. We have established a sub-committee of our Compensation Committee consisting of Mr. Teruel and Ms. Hoguet for purposes of granting awards under the Nielsen Holdings 2010 Stock Incentive Plan (the “2010 Plan”), as amended, to specified individuals.
Our Compensation Committee is responsible for, among other things, setting, reviewing and evaluating compensation, and related performance and objectives, of our senior management team, makes recommendations to our Board of Directors with respect to major employment-related policies and oversees compliance with our employment and compensation-related disclosure obligations under applicable laws. In addition, our Compensation Committee assists our Board in deciding on the individual compensation applicable to our directors, within the framework permitted by the general compensation policy to be approved by our shareholders.
In fulfilling its responsibilities, the Compensation Committee is entitled to delegate any or all of its responsibilities to subcommittees of the Compensation Committee. The Compensation Committee may delegate to one or more officers of the Company the authority to make grants and awards of cash or options or other equity securities to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plans as the Compensation Committee deems appropriate and in accordance with the terms of such plan; provided that such delegation is in compliance with the relevant plan and subject to the laws of the NetherlandsEngland and Wales and the Company’s articles of association.
Nomination and Corporate Governance Committee
Our Nomination and Corporate Governance Committee consists of Messrs. Attwood, Kilts, Pozen Attwood, Navab, Ranadive and Rao,Ranadivé and Ms. Zalaznick, with Mr. Pozen serving as Chairman. The Board of Directors has determined that each of Messrs. Attwood, Kilts, Pozen Attwood and Ranadive meetRanadivé and Ms. Zalaznick meets the definition of “independent director” under the NYSE listing rules and the categorical standards of director independence under our Corporate Governance Guidelines. As noted above, a majority of members on the Nomination and Corporate Governance Committee are independent and the Committee will be fully independent by May 17, 2014 in accordance with applicable NYSE rules.
2016 PROXY STATEMENT 13 |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS |
Our Nomination and Corporate Governance Committee determines selection criteria and appointment procedures for members of our Board of Directors and periodically assesses the scope and composition of our Board of Directors, and evaluates the performance of its individual members, among other responsibilities.
BOARD AND COMMITTEE EVALUATION
Each year, the Chairman of the Nomination and Corporate Governance Committee oversees the Board and committee evaluation process.
Typically the process utilizes a director questionnaire to facilitate the annual evaluation, which covers topics such as board and committee composition and effectiveness. Our Chairman reviews the results of the board assessment, and each Committee chairperson reviews the results of each committee assessment. These assessments are shared and discussed with the full board and each committee.
Our Chief Executive Officer and other executive officers regularly report to the Board of Directors and the Audit, Compensation and Nomination and Corporate Governance Committees to ensure effective and efficient oversight of the Company’s activities and to assist in proper risk management and the ongoing evaluation of management controls. The Senior Vice President of Corporate Audit reports functionally and administratively to the Company’s Chief Financial Officer and directly to the Audit Committee. The Company believes that the Board’s leadership structure provides appropriate risk oversight of the Company’s activities.
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
Pursuant to our Corporate Governance Guidelines, to ensure free and open discussion and communication among the directors of the Board, they meet regularly with no members of management present. The ChairpersonChairman presides at these meetings, referred to as executive sessions. The directors met sixfive times in executive session in 2013.2015. In addition, through the end of 2013,in 2015, the independent directors met in private sessions generally on each scheduled Board meeting date. These sessions excluded management and the Sponsor Directors.four times.
COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES
Our commitment to corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board of Directors’ views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board of Directors to ensure that they effectively promote the best interests of the Company, its shareholders and other relevant stakeholders and that they comply with all applicable laws, regulations and stock exchange requirements, in addition to our articles of association and Board regulations.association. Our Corporate Governance Guidelines, our Committee charters and other corporate governance information are available on our website atwww.nielsen.com/investors under Corporation Information: Governance Documents.
2016 PROXY STATEMENT 14 |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS |
CODE OF CONDUCT AND PROCEDURES FOR REPORTING CONCERNS ABOUT MISCONDUCT
We maintain a Code of Conduct and Procedures for Reporting Concerns about Misconduct (the “Code of Conduct”), which is applicable to all of our directors, officers and employees. The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws and ethical conduct. The Company will promptly disclose to our shareholders, if required by applicable laws, any waivers of the Code of Conduct granted to officers by posting such information on our website rather than by filing a Current Report on Form 8-K.
The Code of Conduct may be found on our website atwww.nielsen.com/investors under Corporation Information: Governance Documents: Nielsen Code of Conduct.Documents.
The Board of Directors seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. Our Nomination and Corporate Governance Committee identifies potential new candidates and may utilize the services of a professional search firm. More specifically, in identifying candidates for membership on the Board, the Nomination and Corporate Governance Committee takes into account (1) threshold individual qualifications, such as strength of character, mature judgment and industry knowledge or experience and (2) all other factors it considers appropriate, including alignment with our shareholders and contractual obligations we have with certain shareholders (as described above).shareholders. In addition, the Board maintains a formal diversity policy governing the nomination of its members as described below.
When determining whether our current directors have the experience, qualifications, attributes and skills, taken as a whole, to enable our board to satisfy its oversight responsibilities effectively in light of our business and structure, our Board focused primarily on our directors’ valuable contributions to our success in recent years and on the information discussed in the biographies set forth under “Proposal No. 31 – Election of Directors – Nominees for Election to the Board of Directors.” In particular, Mr. Attwood was selected to serve as a director in light of his financial expertise and his background in the telecommunications and media industries. Mr. Barns was selected to serve as a director because of his role as our Chief Executive Officer and the management perspective he brings to Board deliberations. Mr. Calhoun was selected to serve as a director because of his role as our former Chief Executive Officer, the management perspective he brings to Board deliberations and his extensive management expertise at public companies. Mr. Attwood was selected to serve as a director in light of his affiliation with The Carlyle Group, his financial expertise, his background in the telecommunications and media industries as well as his significant experience in working with companies controlled by private equity sponsors. Ms. Hoguet was selected to serve as a director in light of her familiarity with financial reporting, her public-company experience, her experience in the retail industry and her financial and commercial acumen and insight. Mr. Kilts was selected to serve as a director in light of his experience as a public company chief executive officer, his significant experience in the consumer packaged goods industry and financial expertise. Mr. NavabManwani was selected to serve as a director in light of his affiliation with Kohlberg Kravis Roberts & Co., his financial expertise, his backgroundinternational operating experience in the media and
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
communications industriesconsumer packaged goods industry. Ms. Marinello was selected to serve as well as hisa director in light of her significant experience in working withas an executive and a director of various multinational companies controlled by private equity sponsors.and her financial and commercial expertise. Mr. Pozen was selected to serve as a director in light of his familiarity with financial reporting, his experience as a director of other companies, his work in the investment management industry and his financial and commercial acumen and insight. Mr. Ranadivé was selected to serve as a director in light of his significant experience as a public company chief executive officer and in the software business dealing with analytics, integration, the capturing of relevant information in real time and optimizing behavior based on such information. Mr. Rao was selected to serve as a director in light of his affiliation with Thomas H. Lee Partners and his financial expertise as well as his significant experience in working with companies controlled by private equity sponsors. Mr. Teruel was selected to serve as a director in light of his significant experience in the consumer packaged goods industry and his financial and commercial expertise. Ms. Zalaznick was selected to serve as a director in light of her significant experience in the media industry and her commercial and management expertise.
In accordance with our articles of association, and our Advance Notice Policy, shareholders may request that director nominees submitted by such shareholders be included in the agenda of our annual general meeting of shareholders through the process described under “Shareholder Proposals for the 20152017 Annual General Meeting of Shareholders.” The Nomination and Corporate Governance Committee will consider director candidates recommended by shareholders. The Board may decide not to place any such proposal on the agenda of a shareholders’ meeting if the request by the relevant shareholders is, in the given circumstances, unacceptable pursuant to the standards of reasonableness and fairness (which may include circumstances where the Board, acting reasonably, is of the opinion that putting such item on the agenda would be detrimental to a vital interest of the Company).
Diversity Policy
In accordance with the Dutch Corporate Governance Code,advise the Board of Directors has adopted a set of Board regulations. Among other things, the Board regulations include a policy that the Board shall aimwhether to recommend shareholders to vote for a diverse composition of directors, to the extent practicable and appropriate under the circumstances, in line with the global nature of the Company and its business, in terms ofor against such factors as nationality, background, gender and age.shareholder nominated candidates.
2016 PROXY STATEMENT 15 |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS |
Diversity Policy
The charter of our Nomination and Corporate Governance Committee also requires the Committee to consider age, gender, nationality and ethnic and racial background in nominating directors and to review and make recommendations, as the Nomination and Corporate Governance Committee deems appropriate, regarding the composition and size of the Board of Directors in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.
The implementation of these diversity policies rests primarily with the Nomination and Corporate Governance Committee as the body responsible for identifying individuals believed to be qualified as candidates to serve on the Board of Directors and recommending that the Board nominate the candidates for all directorships to be filled by the shareholders at their annual general meetings.
As Board seats become available, the Nomination and Corporate Governance Committee, and the Board of Directors as a whole, will have the opportunity to assess the effectiveness of the diversity policy and how, if at all, our implementation of the policy, or the policy itself, should be changed.
Pursuant to our Corporate Governance Guidelines, anyoneany interested party who would like to communicate with, or otherwise make his or her concerns known directly to, the chairperson of the Board or of any of the Audit Committee, Nomination and Corporate Governance Committee and Compensation Committee or to theother non-executive or independent directors as a group, may do so by addressing such communications or concerns to the Corporate Secretary, 40 Danbury Road, Wilton, Connecticut 06897, who will forward such communications to the appropriate party. Such communications may be done confidentially or anonymously. Additional contact information is available on our website,www.nielsen.com/investors, under Contact Us.
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is the name, age as of March 31, 20142016 and biographical information of each of our current executives officers.executive officers, other than Mr. Barns, whose information is presented under “Proposal No. 1 – Election of Directors – Nominees for Election to the Board of Directors.”
Jeffrey R. Charlton | Age 54 | |||
Mr. Charlton has been the Senior Vice President and Corporate Controller of Nielsen (or its predecessor) since June 2009. Previously, Mr. Charlton had served as Nielsen’s Senior Vice President of Corporate Audit since joining the Company in November 2007. Prior to joining Nielsen, he spent 11 years with the General Electric Company in senior financial management positions, including Senior Vice President Corporate Finance and Controller of NBC Universal. Prior to joining GE, Mr. Charlton was employed by PepsiCo and began his career in 1983 with the public accounting firm of KPMG. He is a graduate of the University of Connecticut. |
Eric J. Dale | Age 51 | |||
Mr. Dale has been the Chief Legal Officer of Nielsen (or its predecessor) since August 2015. Prior to joining Nielsen, Mr. Dale served for 13 years as a Partner at the law firm of Robinson & Cole LLP, where he chaired the firm’s Business Transactions Practice Group. Mr. Dale holds a Bachelor of Arts degree from Clark University and a J.D. from New York Law School. He is on the Board of Directors of Bankwell Financial Group where he serves as the chairman of its nominating and governance committee and as a member of its audit, asset liability and strategic planning committees. |
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Mary Liz Finn |
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Mr. Barns has been the Chief Executive Officer of Nielsen since January 1, 2014. His prior roles with Nielsen include President, Global Client Service from February 2013 through December 2013, President of Nielsen’s U.S. Watch business from June 2011 until February 2013, President of Nielsen Greater China from January 2008 until June 2011, President of Nielsen’s Consumer Panel Services from March 2007 until January 2008 and President of Nielsen’s BASES and Analytic Consulting units from July 2004 through February 2007. He joined Nielsen in March 1997 after 12 years with The Procter & Gamble Company. He is a graduate of Miami University in Ohio and the Stanford Executive Program at the Stanford Graduate School of Business.
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Steve Hasker |
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Mr. Charlton has been the Senior Vice President and Corporate Controller of Nielsen since May 2010. Mr. Charlton also serves as Senior Vice President and Corporate Controller of TNC B.V., a position he has held since June 2009. Previously, Mr. Charlton had served as Nielsen’s Senior Vice President of Corporate Audit since joining the Company in November 2007. Prior to joining Nielsen, he spent 11 years with the General Electric Company in senior financial management positions, including Senior Vice President Corporate Finance and Controller of NBC Universal. Prior to joining GE, Mr. Charlton was employed by PepsiCo and began his career in 1983 with the public accounting firm of KPMG. He is a graduate of the University of Connecticut.
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Jamere Jackson |
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Mr. Cuminale has been the Chief Legal Officer of Nielsen since the IPO. Mr. Cuminale also serves as the Chief Legal Officer of TNC B.V., a position he has held since November 2006. Prior to joining Nielsen, Mr. Cuminale served for over ten years as the Executive Vice President – Corporate Development, General Counsel and Secretary of PanAmSat Corporation and PanAmSat Holding Corporation. In this role, Mr. Cuminale managed PanAmSat’s legal and regulatory affairs and its ongoing acquisitions and divestitures. Mr. Cuminale holds a Bachelor of Arts degree from Trinity College and a J.D. from Vanderbilt University Law School. He is on the Board of Fellows of Trinity College (since 2013) and the Board of Advisors at Vanderbilt University Law School (since 2011).
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Mr. Kash has been a Vice Chairperson of Nielsen (or its predecessor) since January 2012. Mr. Kash is the founder of The Cambridge Group, a growth strategy consulting firm, which became a subsidiary of Nielsen in March 2009. He served as its Chairman from December 2010 until December 2011 and prior to that was its Chief Executive Officer. Mr. Kash is a director of Linus Oncology and Genus Oncology, Blue Moose of Boulder and Northwestern Memorial Hospital. He is a graduate of DePaul University. |
Ms. Finn has been the Chief Human Resources Officer of Nielsen since March 2011. Ms. Finn also serves as Chief Human Resources Officer of TNC B.V., a position she has held since March 2011. Ms. Finn joined Nielsen in October 2007 as Senior Vice President – Human Resources, Global Leadership Development and in February 2010 was named Senior Vice President – Human Resources for the North America Buy business. Prior to Nielsen, Ms. Finn spent 26 years at GE principally in human resource positions. She is a 1982 graduate of Siena College, magna cum laude, with a Bachelor of Science degree in Finance.
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Mr. Powell has been the Chief Technology Officer of Nielsen (or its predecessor) since July 2015. Prior to joining Nielsen, he was Executive Vice President and Chief Technology Officer of Thomson Reuters (from 2008 through June 2015) and, prior to that, was Chief Technology Officer of various divisions of Thomson Reuters since 2007. Mr. Powell has been a board member of TalkTalk Telecom Group plc since July 2012. Mr. Powell holds a BSc. in Mathematics and a MSc. in Industrial Robotics from Imperial College, London. |
Mr. Fisher has been the Executive Vice President of Nielsen since the IPO, focusing on the acquisition of new businesses that complement our Watch and Buy strategies. Mr. Fisher also serves as Executive Vice President of TNC B.V. with a similar focus. He also serves as Chairman of Pereg Ventures Fund I L.P., a limited partnership focused on investments primarily in marketing, media and advertising related to early stage technology innovations and in which Nielsen has committed to make an investment (for more information, see “Certain Relationships and Related Person Transactions – Investment in the Pereg Fund”). Until January 2011, Mr. Fisher served as the Executive Vice President, Global Product Leadership of TNC B.V. and had
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Mr. Tavolieri has been the Global President, Operations of Nielsen |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
overall responsibility for Nielsen’s Online, Telecom, IAG, Claritas and Entertainment businesses as well as Global Measurement Science, positions he has held since November 2008. Prior to this role, Mr. Fisher served as Executive Chairman of Nielsen Online. Prior to joining Nielsen in 2007, Mr. Fisher was an entrepreneur in high-technology businesses. He was co-founder and chairman of Trendum, a leader in internet search and linguistic analysis technologies and oversaw Trendum’s 2005 acquisition of BuzzMetrics, a market leader in online word-of-mouth research, and Trendum’s 2006 acquisition of Intelliseek. Mr. Fisher holds a Bachelor of Science degree in computer science from the New York Institute of Technology and pursued advanced studies in computer science at New York University.
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Mr. Hasker has been the President, Global Product Leadership since February 2013. Mr. Hasker joined Nielsen in November 2009 and served as President, Global Media Products and Advertiser Solutions until February 2013 where he led Nielsen’s TV and digital audience measurement, advertising effectiveness and social media solutions. Mr. Hasker was at McKinsey & Company from July 1998 through October 2009, and served as a partner of the firm in the Global Media, Entertainment and Information practice. Prior to McKinsey, Mr. Hasker spent five years in several financial roles in the U.S., Russia and Australia. Mr. Hasker holds an undergraduate economics degree from the University of Melbourne, has an MBA and a Masters in International Affairs both with honors from Columbia University and is a member of the Australian Institute of Chartered Accountants.
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Mr. Jackson has been the Chief Financial Officer of Nielsen and TNC B.V. since March 10, 2014. Prior to joining Nielsen, he was the Vice President & Chief Financial Officer of GE Oil & Gas — Drilling & Surface. He joined GE in 2004 and held a variety of leadership roles in GE Corporate and GE Aviation before joining GE Oil & Gas. In 2013, he was named a GE Vice President and Company Officer. Prior to joining GE, Mr. Jackson held several roles in finance, mergers and acquisitions and strategic planning at Proctor & Gamble, Yum Brands (Pizza Hut), First Data Corporation and Total System Services. He received his undergraduate degree in Finance and Business Economics from the University of Notre Dame in 1990 and is a Certified Public Accountant.
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Mr. Kash has been a Vice Chairperson of Nielsen since January 2012. Mr. Kash is the founder of The Cambridge Group, a growth strategy consulting firm, which became a subsidiary of Nielsen in March 2009. He served as its Chairman from December 2010 until December 2011 and prior to that was its Chief Executive Officer. Mr. Kash is a member of the Washington Business Forum and serves on the board of directors of Northwestern Memorial Hospital. He is a graduate of DePaul University.
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Mr. West has been the Chief Operating Officer of Nielsen and TNC B.V. since March 10, 2014. Prior to this, Mr. West was the Chief Financial Officer of Nielsen (since May 2010) and of TNC B.V. (since February 2007). Prior to joining Nielsen, he was employed by the General Electric Company as the Chief Financial Officer of its GE Aviation division from June 2005. Prior to that, Mr. West held several senior financial positions across GE businesses, including NBC and Plastics. Mr. West is a veteran of GE’s financial leadership program and spent more than 16 years with GE. He is a 1991 graduate from Siena College with a degree in Finance and holds a Masters of Business Administration from Columbia University.
Ratification of Independent Registered Public Accounting Firm
The Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2014.2016.
Although ratification of the selection of Ernst & Young LLP is not required by U.SU.S. federal laws, the Board of Directors is submitting the selection of Ernst & Young LLP to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm. If our shareholders fail to ratify the selection, it will be considered as notice to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interestsinterest of the Company and our shareholders.
A representative of Ernst & Young LLP willis expected to be present at the Annual Meeting to answer appropriate questions and will have the opportunity to make a statement if he or she desires to do so.
In connection with the audit of the Company’s annual financial statements for the year ended December 31, 2013,2015, we entered into an agreement with Ernst & Young LLP which sets forth the terms by which Ernst & Young LLP performed audit services for the Company.
The following table presents fees for professional services rendered by Ernst & Young LLP and its affiliates for the audit of our financial statements for the years ended December 31, 20132015 and 20122014 and fees billed for other services rendered by Ernst & Young LLP and its affiliates forthem in those periods:years:
Year Ended December 31, | ||||||||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | 2015 | 2014 | |||||||||||
Audit fees1 | $8,076,000 | $7,012,000 | $ | 8,759,000 | $ | 8,013,000 | ||||||||
Audit-related fees2 | 777,000 | 237,000 | 254,000 | 285,000 | ||||||||||
Tax fees3 | 504,000 | 1,295,000 | 421,000 | 370,000 | ||||||||||
All other fees4 | 8,000 | 119,000 | 358,000 | 121,000 | ||||||||||
Total | $9,365,000 | $8,663,000 | $ | 9,792,000 | $ | 8,789,000 |
1 | Fees for audit services billed or expected to be billed in relation to the years ended December 31, |
2 | Fees for audit-related services in the |
3 | Fees for tax services billed in the years ended December 31, |
4 | Includes specified transaction fees and certain other fees. |
The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Ernst & Young LLP’s independence and concluded that it was.
2016 PROXY STATEMENT 18 |
PROPOSAL NO. 4 – Ratification of Independent Registered Public Accounting Firm
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
Subject to shareholder approval as may be required under Dutch law,the laws of England and Wales, the Audit Committee is directly responsible for the appointment and termination of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. In addition, and also subject to shareholder approval as may be required under the laws of England and Wales, the Audit Committee is responsible for the compensation, retention and oversight of any such firm, including the resolution of disagreements between management and such firm regarding financial reporting. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by the independent registered public accounting firm, except that pre-approval is not necessary for minor non-audit services if: (i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than 5% of the total amount of revenues paid by the Company to its auditor during the year in which the non-audit services are provided; (ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee. All of the services covered under “– Audit and Non-Audit Fees” were pre-approved by the Audit Committee.
The Audit Committee may form and delegate to subcommittees consisting of one or more of its members, when appropriate, the authority to pre-approve services to be provided by the independent auditors so long as the pre-approvals are presented to the full Audit Committee at its next scheduled meeting.
![]() ![]() | The Board of Directors recommends that shareholders vote “FOR” the ratification of Ernst & Young LLP as our |
REPORT OF THE AUDIT COMMITTEE REPORT
The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statementproxy statement under “The Board of Directors and Certain Governance Matters – Committee Membership – Audit Committee.”
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by applicable PCAOB Auditing Standard No. 16 “Communications with Audit Committees.”standards. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.
Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 20132015 filed with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Company’s Board of Directors:
Karen M. Hoguet (Chairman)
Kathryn V. Marinello
Robert Pozen
Javier G. Teruel
February 20, 2014April 28, 2016
2016 PROXY STATEMENT 19 |
Appointment of Auditor for Our Dutch Annual Accounts
The Audit Committee has selected Ernst & Young Accountants LLP to serve as our UK statutory auditor who will audit our DutchUK Annual Report and Accounts to be prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (IFRS), for the year ending December 31, 2014.2016. As required by DutchUK law, shareholder approval must be obtained for the selection of Ernst & Young Accountants LLP to serve as our UK statutory auditor and to audit our Dutch Annual Accounts forhold office until the year ending December 31, 2014.next annual general meeting of shareholders at which the Company’s accounts will be presented.
Representatives of Ernst & Young Accountants LLP will attend the Annual Meeting to answer appropriate questions for the year ended December 31, 2013.2015. They will also have the opportunity to address the Annual Meeting if they desire to do so.
The affirmative vote of a majority of the votes cast at the Annual Meeting is required to appointpass this resolution to reappoint Ernst & Young Accountants LLP as our UK statutory auditor who will audit our Dutch Annual Accounts foruntil the year ending December 31, 2014.next annual general meeting of shareholders.
![]() ![]() | The Board of Directors recommends that the shareholders vote “FOR” the |
2016 PROXY STATEMENT 20 |
Approval of the Nielsen Holdings Executive Annual Incentive Plan
Our BoardAs required under UK law, the compensation of Directors, based on the recommendation of the Compensation Committee, has approved the Nielsen Holdings Executive Annual Incentive Plan (the “Executive Annual Incentive Plan”), subject to approval byErnst & Young LLP as our shareholders at the Annual Meeting. We are asking shareholders to approve the Executive Annual Incentive Plan to ensure it complies with Section 162(m) of the Internal Revenue Code.
The Executive Annual Incentive Plan does not make any material changes to the terms of the existing executive incentive plan. That plan was adopted by shareholders prior to but in anticipation of our initial public offering in early 2011 to help ensure the tax deductibility of performance-based annual bonuses paid to executives covered by Section 162(m).
In general, Section 162(m) of the Code denies a tax deduction for amounts paid to the Chief Executive Officer and the three other most highly compensated executive officers (other than the Chief Financial Officer) in excess of $1 million annually. However, qualified performance-based compensation (including annual bonuses payable under our Executive Incentive Plan) mayUK statutory auditors must be deductible if the requirements of Section 162(m) of the Code are met. Among these is the requirement that the plan be periodically disclosed to and approved by shareholders. Without approval we will be unable to take a tax deduction for the annual bonuses we pay to certain of our executive officers.
The following description of the Executive Annual Incentive Plan is not complete and is qualified by reference to the full text attached as Annex A to this proxy statement.
Purpose
The Executive Annual Incentive Plan is an incentive compensation plan that is designed to motivate executives to accomplish short-term business performance goals that contribute to long-term business objectives.
Administration
The Executive Annual Incentive Plan will be administeredfixed by the compensation committee of our Board of Directorsshareholders or in such other committee which has been delegated such power (the “Committee”).
Eligibility; Awards
Awards may be granted to our officers and other key employees in the sole discretion of the Committee.
The Executive Annual Incentive Plan provides for the payment of cash-based incentive awards or, at the discretion of the Committee, in awards under our Amended and Restated 2010 Stock Incentive Plan. In order for performance-based incentive awards to comply with the performance-based compensation exemption under Section 162(m) of the Code, by no later than the end of the first quarter of a given performance period (or the 90th day of the performance period, if sooner), the Committee will establish incentive awards for each individual participant in the Executive Annual Incentive Plan. However, the Committee may, in its sole discretion, grant such awards, if any, to such participantsmanner as the Committeeshareholders may choose, in respect of any given performance period, that are not intendeddetermine. Subject to comply with the performance-based exemption under Section 162(m) of the Code. No participant may receive incentive compensation under the Executive Annual Incentive Plan, in respect of any fiscal year, in excess of $7,500,000.
Performance Goals
The Committee will establish the performance periods over which the performance objectives will be measured. A performance period may be for a fiscal year or such shorter period, as determined by the Committee. In the case of incentive compensation intended to comply with the performance-based exemption under Section 162(m) of the Code, no later than the last day of the first quarter of a given performance period (or the 90th day of the performance period, if sooner), the Committee will establish the (1) performance objective or objectives that must be satisfied for a participant to receive incentive compensation for such performance period and (2) incentive bonus opportunities for each participant. Performance
PROPOSAL NO. 6 – Approval of the Nielsen Holdings Executive Annual Incentive Plan
objective(s) will be based upon one or more of the following criteria, as determined by the Committee: (i) consolidated income before or after taxes (including income before interest, taxes, depreciation and amortization); (ii) EBITDA; (iii) adjusted EBITDA; (iv) operating plan EBITDA; (v) operating income; (vi) net income; (vii) adjusted cash net income; (viii) adjusted cash net income per share; (ix) net income per share; (x) book value per share; (xi) return on members’ or shareholders’ equity; (xii) expense management; (xiii) return on investment; (xiv) improvements in capital structure; (xv) profitability of an identifiable business unit or product; (xvi) maintenance or improvement of profit margins; (xvii) stock price; (xviii) market share; (xix) revenue or sales; (xx) costs; (xxi) cash flow; (xxii) working capital; (xxiii) multiple of invested capital; (xxiv) total return; and (xxv) such other objective performance criteria as determined by the Committee in its sole discretion, to the extent permitted by Section 162(m) of the Code. The foregoing criteria may relate to us, one or more of our subsidiaries or one or more of our divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more of our peer group companies or indices, or any combination thereof, allErnst & Young LLP being reappointed as the Committee will determine. The performance measures and objectives established by the Committee may be different for different fiscal years and different objectives may be applicableCompany’s UK statutory auditors pursuant to different officers and key employees.
As soon as practicable after the applicable performance period ends, the Committee will (A) determine (i) whether and to what extent any of the performance objective(s) established for such performance period have been satisfied and certify to such determination and (ii) the actual incentive compensation to which such participant will be entitled, taking into consideration the extent to which the performance objective(s) have been met and such other factors as the Committee may deem appropriate and (B) cause such incentive compensation to be paid to such participant. The Committee has the right, in its absolute discretion, to reduce or eliminate the amount otherwise payable to any participant under the Executive Annual Incentive Plan and to establish rules or proceduresProposal No.3, it is therefore proposed that have the effect of limiting the amount payable to each participant to an amount that is less than the maximum amount otherwise authorized as that participant’s incentive compensation opportunity. In addition, to the extent the Committee determines that all or a portion of an award is not intended to comply with the performance-based exemption under Section 162(m) of the Code, the Committee may award a participant more than the maximum amount authorized as that participant’s incentive compensation opportunity.
To the extent permitted under Section 162(m) of the Code, if a participant is hired or rehired by us after the beginning of a performance period (or such corresponding period if the performance period is not a fiscal year) for which incentive compensation is payable, such participant may, if determined by the Committee, receive incentive compensation equal to the amount otherwise payable to such participant based upon our actual performance for the applicable performance period prorated for the days of employment during such period or such other amount as the Committee may deem appropriate.
Forfeiture and Clawback
The Committee may, in its sole discretion, but acting in good faith, direct that we recover all or a portion of any bonus payable hereunder upon the occurrence of a breach of noncompetition, confidentiality or other restrictive covenants that may apply to the participant or other restrictive covenants that may apply to the participant, or restatement of our financial statements to reflect adverse results from those previously released financial statements as a consequence of errors, omissions, fraud, or misconduct.
Change in Control
In the event of a change in control, the Committee (as constituted immediately prior to the change in control) will, in its sole discretion, determine whether and to what extent the performance criteria have been met or shall be deemed to have been met for the year in which the change in control occurs and for any completed performance period for which a determination of bonuses has not yet been made.
Termination of Employment
Unless otherwise determined by the Committee, if prior to the date on which bonuses for the applicable performance period become payable for which a participant is eligible to receive incentive compensation, the participant’s employment is terminated due to death or disability, then the participant will receive an amount of incentive compensation equal to the incentive compensation otherwise payable to such participant based upon actual Company performance for the applicable performance period, or, if determined by the Committee, based upon the achievement at the “target” level of the applicable
PROPOSAL NO. 6 – Approval of the Nielsen Holdings Executive Annual Incentive Plan
performance objectives, prorated to reflect the portion of the performance period elapsed through the termination date. In the case of any other termination of employment by a participant prior to the end of a performance period, the participant shall not be entitled to payment of incentive compensation for such performance period (unless otherwise determined by the Committee).
Payment of Awards
Payment of any incentive compensation amount is made to participants as soon as is practicable after the Committee certifies that one or more of the applicable performance objectives has been attained or after the Committee determines the amount of such incentive compensation. All payments made will be in accordance with or exempt from the requirements of Section 409A of the Code.
Amendment and Termination of the Plan
Our Board of Directors or the Committee may at any time amend, suspend, discontinue or terminate the Executive Annual Incentive Plan, subject to shareholder approval if such approval is necessary to continue to qualify the amounts payable under the Executive Annual Incentive Plan under Section 162(m) of the Code if such amounts are intended to be so qualified; provided, that no such amendment, suspension, discontinuance or termination will adversely affect the rights of any participant in respect of any performance period that has already begun. It is anticipated that shareholders will vote to re-approve the Executive Annual Incentive Plan (after its initial approval) no later than the day of the first meeting of shareholders that occurs in 2019.
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Extension of Authority of the Board of Directors be authorized to Repurchase updetermine their compensation. Pursuant to 10% of Our Issued Share Capital until November 6, 2015
Under Dutch law and our articles of association,Nielsen’s Audit Committee Charter, the Board of Directors may, subject to certain Dutch statutory provisions, be authorized to repurchase our issued shares on our behalf in an amount, at prices and in the manner authorized by the general meeting of shareholders. Adoption ofhas delegated this proposal will allow us to have the flexibility to repurchase our shares without the expense of calling special shareholder meetings. Such authorization may not continue for more than 18 months, but may be given on a rolling basis. At the annual meeting of shareholders on May 7, 2013, the shareholders authorized the Board of Directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) in open market purchases, through privately negotiated transactions, or by means of self-tender offer or offers, at prices per share (or depositary receipt) ranging up to 110% of the market price at the time of the transaction. Such authority currently expires on November 7, 2014.
The Board of Directors believes that we would benefit by extending the authority of the Board of Directors to repurchase our shares. For example, to the extent the Board of Directors believes that our shares may be undervalued at the market levels at which they are then trading, repurchases of our share capital (including depositary receipts issued for our shares) may represent an attractive investment for us. Such shares could be used for any valid corporate purpose, including use under our compensation plans, sale in connection with the exercise of outstanding options, or for acquisitions, mergers or similar transactions. The reduction in our issued capital resulting from any such purchases will increase the proportionate interest of the remaining shareholders in our net worth and whatever future profits we may earn. However, the number of shares repurchased (including depositary receipts issued for our shares), if any, and the timing and manner of any repurchases would be determined by the Board of Directors, in light of prevailing market conditions, our available resources and other factors that cannot be predicted now. The nominal value of the shares in our capital which we acquire, hold, hold as pledgee or which are acquired or held by one of our subsidiaries (including depositary receipts issued for our shares), may never exceed 50% of our issued share capital.
On July 30, 2013, the Company announced a share repurchase program for up to $500 million pursuant to the authority granted to the Board of Directors at last year’s general meeting of shareholders.
In order to provide us with sufficient flexibility, the Board of Directors proposes that the general meeting of shareholders grant authority for the repurchase of up to 10% of our issued share capital (including depositary receipts issued for our shares) (or, based on the number of shares outstanding as of February 28, 2014, approximately 38 million shares) on the open market, or through privately negotiated repurchases or in self-tender offers, at prices ranging up to 110% of the market price per share (or depositary receipt) at the time of the transaction. Such authority would extend for 18 months from the date of the Annual Meeting until November 6, 2015.Audit Committee.
The affirmative vote of a majority of the votes cast at the Annual Meeting is required to adopt the proposal to extend until November 6, 2015 the authorization of the Board of Directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) on the open market, or through privately negotiated repurchases or self-tender offers, at prices per share or depositary receipt ranging up to 110% of the market price at the time of the transaction.approve this proposal.
![]() ![]() | The Board of Directors recommends that the shareholders vote “FOR” the authorization of the Board of Directors to determine the compensation of Ernst & Young LLP in its capacity as the Company’s UK statutory auditors. |
2016 PROXY STATEMENT 21 |
We are asking our shareholders to approve the Nielsen Holdings plc 2016 Employee Share Purchase Plan (the “ESPP”), which will permit our eligible employees to purchase up to 2,000,000 of our shares. The ESPP will provide our employees with the opportunity to purchase shares through accumulated payroll deductions at a discount from the market price and will give our employees the ability to acquire an equity interest in the Company. This will motivate our employees and further align their interests with those of our shareholders. The Board of Directors, on the recommendation of the Compensation Committee, approved the ESPP on April 28, 2016, subject to shareholder approval at the Annual Meeting. If approved by our shareholders, the ESPP will become effective on June 21, 2016.
Summary of ESPP
The following is a summary of the material features of the ESPP and does not describe all of the ESPP’s provisions. We urge you to read the complete text of the ESPP that is included as Annex A to this proxy statement.
Administration
The ESPP is administered by the U.S. Administrative Committee (or another committee that may be appointed by the Board or the Compensation Committee to act in such capacity). The U.S. Administrative Committee will have the authority to construe, interpret and apply the terms of the ESPP, to administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the ESPP, to designate separate offering periods, to designate subsidiaries as participating companies, to determine eligibility, to adjudicate all disputed claims filed under the ESPP, and to establish, amend, suspend, or waive any rules.
Shares Subject to the ESPP
The ESPP authorizes the issuance of a total of 2,000,000 of our shares, which represent an overhang of approximately 0.6% based on the number of our outstanding shares as of March 15, 2016. The “overhang” is calculated as the total of (i) shares available for issuance under the ESPP, divided by (ii) the total number of outstanding shares and shares available for issuance under the ESPP. The shares to be issued under the ESPP will be made available from authorized but unissued shares. Any shares issued under the ESPP will reduce, on a share-for-share basis, the number of shares available for issuance under the ESPP. In the event of any change to our outstanding shares, such as a recapitalization, stock split or similar event, appropriate adjustments will be made to the ESPP and to each outstanding purchase right (explained below).
Depending on the assumptions used, we expect that 2,000,000 of our shares will satisfy our equity needs under the ESPP for at least five years. When considering the number of shares to approve for the ESPP, the Compensation Committee reviewed, among other things, the potential dilution to our current shareholders as measured by the overhang and the projected share usage over the expected life of the ESPP.
Purchase Rights, Offering Periods and Purchase Dates
The ESPP operates by offering eligible employees the right to use accumulated payroll deductions to purchase our shares (referred to as a purchase right) through a series of successive or overlapping offering periods. Although an offering period may be as long as 27 months under the ESPP, with multiple purchase dates inside of any given offering period, we currently intend to operate the ESPP using a single purchase date at the end of each three-month offering period. The purchase date will be the last trading day of the offering period.
2016 PROXY STATEMENT 22 |
APPROVAL OF THE NIELSEN HOLDINGS PLC 2016 EMPLOYEE SHARE PURCHASE PLAN |
Eligibility and Participation
The ESPP is broad-based and does not provide for discretionary grants. All eligible employees of the Company and its designated subsidiaries may participate in the ESPP.
In order to participate in the ESPP, an employee who is eligible at the beginning of the offering period will authorize payroll deductions of up to a maximum of 10% of his or her eligible earnings, in any multiple of 1%. We refer to employees who have enrolled in the ESPP as participants. A participant’s accumulated deductions will be used each purchase date to buy whole shares of our capital stock at the applicable purchase price (as explained below). For purposes of the ESPP, eligible earnings generally include total cash compensation. A participant may generally stop contributing to the ESPP during an offering period and allow his or her accumulated payroll deductions to be used to purchase shares, or he or she may fully withdraw from the ESPP during an offering period, and his or her accumulated payroll deductions will be refunded and not used to purchase shares.
Purchase Price
We currently intend that the purchase price for our shares acquired on each purchase date will be 95% of the fair market value of the shares on the purchase date. However, the U.S. Administrative Committee has the authority and discretion to set different purchase price methodologies for individual offering periods, provided that the purchase price of the shares acquired on each purchase date may be no less than 85% of the lower of (i) the last sale price per share on the first day of the offering period; or (ii) the last sale price per share on the purchase date at the end of the relevant offering period.
Special Limitations
The ESPP and the relevant provisions of the Internal Revenue Code impose certain limits on an employee’s right to acquire shares through the ESPP, including the following:
Employees who own our shares (including shares that may be purchased at the end of an ongoing offering period) possessing 5% or more of the total combined voting power or value of all classes of our shares or the stock of any of our affiliates may not participate in the ESPP;
A participant may not be granted purchase rights with respect to more than $25,000 worth of our shares (valued at the beginning of the offering period) for each calendar year in which such purchase rights are outstanding; and
No participant may purchase more than the fixed number of shares established by the U.S. Administrative Committee prior to the beginning of an offering period (currently 850 shares).
Termination of Employment
If a participant’s employment is terminated for any reason, he or she is no longer eligible to participate in the ESPP. Any payroll deductions that the participant made for the offering period in which his or her employment ends will be refunded and will not be used to purchase shares.
Special Provisions for Foreign Subsidiaries
The U.S. Administrative Committee may set offering periods of the ESPP that are intended to provide employees of our foreign subsidiaries with the opportunity to participate in the ESPP in a manner that is intended to qualify under Section 423 of the Internal Revenue Code. The U.S. Administrative Committee may also set offering periods for eligible employees residing outside the United States that do not comply with Section 423 of the Internal Revenue Code, if necessary or desirable to achieve tax, securities law or other objectives or as necessary to comply with local laws, regulations or rules. As a result, there may be one or more concurrent offerings with different terms operating under the ESPP.
2016 PROXY STATEMENT 23 |
APPROVAL OF THE NIELSEN HOLDINGS PLC 2016 EMPLOYEE SHARE PURCHASE PLAN |
No Shareholder Rights
A participant will not have shareholder rights with respect to the shares covered by his or her purchase right until the shares are actually purchased on the participant’s behalf.
Assignability
No purchase rights will be assignable or transferable by the participant, except by will or the laws of inheritance following a participant’s death.
Reorganization
In the event of the merger or consolidation of the Company with or into another entity or any other corporate reorganization; or the sale, transfer or other disposition of all or substantially all of the Company’s shares or assets or the complete liquidation or dissolution of the Company (a “Corporate Reorganization”), the ESPP may be continued or assumed by the surviving corporation or its parent corporation. If the acquirer refuses to continue or assume the ESPP, then, with respect to each purchase period then in progress for which the purchase date (A) would occurafter the Corporate Reorganization, the U.S. Administrative Committee will set a new purchase date, which will be on a date selected by the U.S. Administrative Committee that occurs before the Corporate Reorganization, and the applicable purchase period(s) will terminate on the new purchase date, and (B) would occurbefore the Corporate Reorganization, the U.S. Administrative Committee may set a new purchase date if the committee, in its discretion, deems it advisable to do so. The new purchase date would be before the Corporate Reorganization, and the applicable purchase period(s) would terminate on the purchase date; provided, that, in all events any offering period(s) then in progress would terminate on the last purchase date that occurs before the Corporate Reorganization.
Share Proration
Should the total number of shares to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares available for issuance under the ESPP at that time, the U.S. Administrative Committee will make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis. Any accumulated payroll deductions in excess of the aggregate purchase price payable for the shares allocated to a participant will be refunded.
Amendment and Termination
The Compensation Committee may at any time amend, modify or suspend or terminate the ESPP. However, the Compensation Committee may not, without shareholder approval increase the number of shares issuable under the ESPP.
Term
The ESPP will terminate upon the earlier of: (i) the termination of the ESPP by the Compensation Committee; (ii) the date on which no more shares are available for issuance; or (iii) the tenth anniversary of the effective date of the ESPP.
U.S. Federal Income Tax Consequences
The following is a general summary of the material U.S. federal income tax consequences of the ESPP and is intended to reflect the current provisions of the Internal Revenue Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant. The following is not to be considered as tax advice to any person who may be a participant, and any such persons are advised to consult their own tax counsel.
2016 PROXY STATEMENT 24 |
APPROVAL OF THE NIELSEN HOLDINGS PLC 2016 EMPLOYEE SHARE PURCHASE PLAN |
The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. The ESPP is not qualified under Section 401(a) of the Internal Revenue Code. No taxable income will be recognized by a participant, and no deductions will be allowable to the Company, upon either the grant or the exercise of the purchase rights. Taxable compensation income will not be recognized until: (i) there is a sale or other disposition of the shares acquired under the ESPP; or (ii) the participant dies while still owning the purchased shares.
If a participant sells or otherwise disposes of the purchased shares within two years after the beginning of the offering period in which such shares were acquired or within one year after the purchase date, the participant will recognize ordinary compensation income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and the Company will be entitled to an income tax deduction, for the taxable year in which the disposition occurs, equal in amount to the ordinary compensation income that the participant recognizes. The participant also will recognize a capital gain to the extent the amount realized upon the sale of the shares exceeds the sum of the aggregate purchase price for those shares and the ordinary compensation income recognized in connection with their acquisition.
If a participant sells or otherwise disposes of the purchased shares more than two years after the beginning of the offering period in which such shares were acquired and more than one year after the purchase date, the participant will recognize ordinary compensation income in the year of sale or disposition equal to the lesser of the amount, if any, by which the fair market value of the shares at the time of the disposition of the shares exceeded the purchase price paid for those shares and the amount, if any, by which the purchase price paid for the shares was exceeded by the fair market value of the shares on the first day of the offering period (i.e., the time the purchase right or option was granted). Any additional gain upon the disposition will be taxed as a long-term capital gain. The Company will not be entitled to an income tax deduction with respect to such disposition.
Non-U.S. Income Tax Consequences
The tax consequences and related withholding and reporting obligations for employees of our foreign subsidiaries may differ depending upon the country of residence. Generally, non-U.S. participants will recognize ordinary compensation income at purchase equal to the amount by which the fair market value of the shares on the purchase date exceeds the purchase price paid for those shares.
If the Company charges the foreign subsidiaries for this expense, the foreign subsidiaries should be entitled to an income tax deduction with respect to such purchase. The timing and amount of the tax deduction may vary depending upon the applicable local country corporate tax and accounting rules. If the Company does not charge this expense to the foreign subsidiaries, generally no corporate income tax deduction would be available to them.
New Plan Benefits
The benefits to be received by our employees as a result of the adoption of the ESPP (and the benefits that would have been received by our employees in 2015 had the ESPP been in effect then) are not determinable, since the amounts of purchases by participants are based on elective participant payroll contributions. No purchase rights have yet been granted, and no shares have been issued, with respect to the 2,000,000 of our shares reserved for issuance pursuant to the ESPP.
![]() | The Board of Directors recommends that the shareholders vote “FOR” the approval of the |
2016 PROXY STATEMENT 25 |
Amend Articles of Association to Change Company Name to Nielsen N.V.
The Company’s current name, as set forth in its articles of association, is “Nielsen Holdings N.V.” The Board of Directors wishes to simplify the name to “Nielsen N.V.” The Board of Directors has approved this name change subject to approval by our shareholders at the Annual Meeting. We believe the public usage of the simplified name (in the press, for example) will strengthen the corporate brand and reflects how the Company and others often refer to us. (The “N.V.” moniker is the abbreviated designation for public, limited liability entities incorporated in the Netherlands and is required to be included in our legal name under Dutch law.)
Changing the name of the Company requires an amendment to our articles of association. The affirmative vote of a majority of the votes cast at the Annual Meeting is required to (i) adopt the proposal to amend our articles of association to reflect the change of the name of the Company to “Nielsen N.V.” and (ii) authorize any and all lawyers and (deputy) civil law notaries practicing at Clifford Chance LLP, Amsterdam, the Netherlands, to execute the notarial deed of amendment of the articles of association to effect the aforementioned amendment of the articles of association.
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Non-Binding, Advisory Vote on Executive Compensation
In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, at the 2011 annual general meeting of shareholders, we submitted to our shareholders a non-binding, advisory vote on executive compensation, as well as a non-binding, advisory vote on the frequency with which shareholders believed we should submit the non-binding, advisory vote on executive compensation. A majority of the shareholders voted that the non-binding, advisory vote on executive compensation should occur every three years. However, the Board of Directors subsequently decided to propose at each annual general meeting of shareholders the approval of the compensation paid to the named executive officers. We are including in the Proxy Materialsproxy materials a separate resolution regarding the compensation of our named executive officers as disclosed pursuant to the SEC rules. While the results of this vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.
The language of the resolution is as follows:
“RESOLVED, THAT THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO THE SEC RULES, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND ANY RELATED NARRATIVE DISCUSSION, IS HEREBY APPROVED.”
In considering their vote, shareholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in “Executive Compensation – Compensation Discussion and Analysis.”
In particular, as discussed in “Executive Compensation – Compensation Discussion and Analysis,” shareholders should note the following:
• | Our executive compensation program is designed to incent and reward our leadership team |
• | A substantial portion of compensation for our senior executives is “at risk” by being subject to performance. The “at risk” component consists of annual cash incentives and long-term equity incentives, which play a significant role in aligning management’s interests with those of our shareholders. |
• | Annual cash incentives for our senior executives are determined by a formula which provides initial payouts on the basis of our |
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• | Other long-term equity incentives for our senior executives consisted of time-based options which provide a powerful incentive for executives to focus on long-term performance and time-based restricted stock units |
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![]() ![]() | The Board of Directors recommends that shareholders vote “FOR” approval of the compensation of our named executive officers. |
2016 PROXY STATEMENT 26 |
The following discusses the compensation for our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers for 2013. We refer to these individuals as our “Named Executive Officers” (“NEOs”).
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COMPENSATION DISCUSSION & ANALYSIS
Executive Summary
Executive Summary
Nielsen provides a comprehensive understanding of what consumers watch and buy. We are a leading global provider of information and insights with a presence in over 100 countries.
Executive Changes
Effective January 1, 20142016, Mr. CalhounHasker was appointed to serve as Executive Chairman ofGlobal President and Chief Operating Officer with responsibility for global client service and product leadership across our Watch and Buy businesses.
Mr. West, our former Chief Operating Officer, left the Company’s Board of Directors and resigned as Chief Executive Officer.
The Company entered into a Transition Agreement, dated as of November 5, 2013 (the “Transition Agreement”) witheffective December 31, 2015. Mr. Calhoun pursuant to which he has agreed to devote between 15% and 20% of his business timeWest had served in this role since March 10, 2014 and 2015 (or such earlier date aswas with the Board decidesCompany since February 23, 2007. During this time, Mr. West achieved his primary goal of restructuring Global Business Services to end such services)focus resources globally on digital innovation in our technology platforms and on efficiency in our client delivery operations. He recruited a Chief Technology Officer and developed an internal candidate to provide guidancelead the newly-created Technology and adviceOperations functions, respectively. Both candidates became direct reports to Mr. Barns following Mr. West’s departure.
Mr. West did not receive severance payments in connection with respect to all aspectshis departure. Details of the treatment of his duties and responsibilities as the new Chief Executive Officer of the Company. Other than as set forth in the Transition Agreement (which provides for the continued right of Mr. Calhoun to earn certain compensation granted to him in his position as Chief Executive Officer, as described below), Mr. Calhoun will not receive any additionalannual incentive compensation for serving as Executive Chairman of the Board.
Under the terms of the Transition Agreement Mr. Calhoun forfeited 200,000 RSUs whose grant date fair value ($6.6 million) is included in the Summary Compensation Table (see – “Summary Compensation Table”). The RSUs were a special grant that the Compensation Committee awarded Mr. Calhoun on July 25, 2013. He retained eligibility for2015 and his 2013 annual incentive payment. Additionally, the performance restricted shares granted to Mr. Calhoun on February 20, 2013 and stock options that remained outstanding and unvested on January 1, 2014 will be eligible to vest for so long as he continues to serve as the Executive Chairman of the Board. Additional rights and payments to Mr. Calhoun and more details of the Transition Agreementequity compensation upon his departure are discloseddiscussed under “– Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 20132015 Table – Employment AgreementSummary Compensation Table.”
On December 30, 2015, Mr. Lewis announced he would leave the Company effective June 30, 2016. The separation arrangements for Mr. Lewis are generally in accordance with the terms of the form of severance agreement previously filed with the SEC.
Mr. David L. Calhoun – Transition Agreement”).
Mitch Barns was appointedLewis ceased to serve as Chief Executive Officer effective January 1, 2014. Mr. Barns hasbe an executive officer on December 30, 2015, but otherwise would have been an employeeNEO for 2015. He is therefore considered an NEO for 2015 because he is an individual who was as highly compensated as at least one of the other NEOs, but was no longer serving as an executive officer as of December 31, 2015.
Business Overview
Nielsen since 1997is a global performance management company that provides a comprehensive understanding of what consumers watch and buy. Nielsen’s Watch segment provides media and advertising clients with Total Audience measurement services for all devices on which content – video, audio and text – is consumed. The Buy segment offers consumer packaged goods manufacturers and retailers the industry’s only global view of retail performance measurement. By integrating information from its Watch and Buy segments and other data sources, Nielsen also provides its clients with analytics that help improve performance. Nielsen, an S&P 500 company, has beenoperations in over 100 countries, covering more than 90% of the industry since 1985. He has held leadership roles within our Buy and Watch business segments, in both developed and developing markets and on three different continents. His exceptional leadership has driven added value for our clients and shareholders while building our talent base for the future.world’s population.
The compensation reported for Mr. Barns under “– Summary Compensation Table” relates to his roles in 2013 as President, Global Client Services and President, US Watch Business.
2016 PROXY STATEMENT 28 |
EXECUTIVE COMPENSATION
On December 19, 2013, the Compensation Committee approved the following changesBusiness Performance
Nielsen is dedicated to Mr. Barns compensation effective January 1, 2014:
2013 | 2014 | |||
Base Salary | $800,00 | $1,000,000 | ||
Annual Incentive Target | $700,000 | $1,800,000 | ||
Retention Equity Grant | $1,662,500 | No expected award | ||
Long-Term Compensation | ||||
Long-Term Performance Plan | $848,500 | $2,000,000 (estimated grant value in February) | ||
Stock Options | $359,550 | $1,000,000 (estimated grant value in October) | ||
Restricted Stock Units | $329,040 | $1,000,000 (estimated grant value in October) |
Effective March 10, 2014, Mr. West was appointed Chief Operating Officer. His new base salary is $950,000, and his 2014 annual incentive opportunity is $1,750,000, payable 75% in cash and 25% in RSUs in the first quarter of 2015 subject to the achievement of designateddriving consistent performance goals. On February 20, 2014, in connection with his new role, Mr. West was granted 38,000 performance-based RSUs under our Long Term Performance Plan covering the period 2014-2016.
Effective March 10, 2014, Mr. Habib ceased to be Chief Operating Officer. From March 10 through July 31, 2014, Mr. Habib has agreed to be available to Mr. West to assist with the transition of the Chief Operating Officer role. The separation arrangements with Mr. Habib are in accordance with the terms of his Severance Agreement (as described under – “Potential Payments upon Termination or Change in Control – Severance Benefits –Termination of Employment – Named Executive Officers other than Mr. Calhoun”). In addition, his 2013 annual incentive amount was paid entirely in cash rather than 75% in cash and 25% in restricted shares. Mr. Habib’s grant of performance restricted shares under the 2013 Long Term Performance Plan was amended to provide that it will continue to vest through the full three-yearcycles and has proven this commitment by posting solid operating performance period ending December 31, 2015 notwithstandingfor nearly 10 years and by reliably returning value to shareholders. The company’s long-term business performance and progress against strategic initiatives form the termination of his employment.
Effective March 10, 2014, we hired a new Chief Financial Officer, Jamere Jackson, to succeed Mr. West. The material terms of his compensation have been previously disclosed by uscontext in the Current Report on Form 8-K filed with the SEC on February 24, 2014.
Business Performance
which pay decisions are made. We have delivered resilient business performance with sustained growth over the last three years. Revenuesyears, and Adjusted EBITDA*notably sustained solid growth over lastin 2015, Mitch Barns’ second year on a constant currency basis** was 6.4% and 8.7%, respectively. as CEO, as presented below:
For 2015:
• | Revenues up 5.0% over prior year on a constant currency1 basis (down 1.8% on a reported basis as shown below) |
• | Adjusted EBITDA2 up 7.2% over prior year on a constant currency1 basis (up 1.1% on a reported basis as shown below) |
• | Normalized free cash flow3 up 18.1% over prior year |
The reconciliation of normalized free cash flow*** growth overflow to net cash provided by operating activities in the last year was 34.5%.three years is provided below:
Normalized Free Cash Flow3($ in millions – as reported) | 2013 | 2014 | 2015 | |||||||||
Net cash provided by operating activities | $901 | $1,093 | $1,179 | |||||||||
Capital expenditures | (374 | ) | (412 | ) | (401 | ) | ||||||
Free Cash Flow | $527 | $681 | $778 | |||||||||
Excess tax benefit on stock-based compensation (2015) | — | — | 26 | |||||||||
One-time Arbitron costs | 46 | — | — | |||||||||
Normalized Free Cash Flow | $573 | $681 | $804 |
3 | We define normalized free cash flow as net cash provided by operating activities, plus the excess tax benefit on stock-based compensation in 2015 and one-time Arbitron transaction costs in 2013 less net capital expenditures. |
2016 PROXY STATEMENT 29 |
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TOTAL SHAREHOLDER RETURN1
The chart below shows the value of a $100 investment in Nielsen stock over a 3-year period beginning January 1, 2013 and ending December 31, 2015. This period aligns with the introduction of our dividend policy and share repurchase program in 2013. We have compared our performance to the S&P 500 and to a market cap-weighted composite of the peer group we use to measure relative total shareholder return in our Long-Term Performance Plan (“LTPP”) as described under “– How Pay Decisions are Made – Long-Term Performance Plan (LTPP).” Over the 3-year period we have delivered more value for investors than a comparable investment in either of these benchmarks.
NIELSEN HOLDINGS plc—3-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN(as of December 31 of each year)
1 | We define total shareholder return as the change in stock price over the 3-year period ended December 31, 2015, assuming monthly reinvestment of dividends. |
Strategic Overview
Nielsen’s strategy is centered on our measurement and our data, our diligent focus on the consumer and our global presence. Our measurement and data allow our clients to understand their market performance and improve that performance. While consumption habits may fragment and change, Nielsen measures consumers, and we have the tools to follow them wherever they go. This strategy provides us degrees of flexibility and allows us to understand changes in consumption habits following them in-step as they evolve. And we do all of this in 106 countries that cover 90% of the world’s population and GDP.
Our independent, third-party measurement has never been more valuable to our clients. In Watch, we successfully rolled out independent, representative ratings that comparably measure video viewing across all screens, devices, and platforms, within our Nielsen Total Audience framework. In Buy, our sales and market share data provide both granular local viewsand consistent global views. Our analytics focus helps our clients increase the return on investment of their advertising, maximize the impact of their promotions, and boost the success rates of their new product innovations.
2016 PROXY STATEMENT 30 |
EXECUTIVE COMPENSATION
NORMALIZED FREE CASH FLOW*** | ||||||||||||
($ in millions) | 2011 | 2012 | 2013 | |||||||||
Net cash provided by operating activities | $641 | $784 | $901 | |||||||||
Capital expenditures | (367) | (358) | (374) | |||||||||
Free Cash Flow | $274 | $426 | $527 | |||||||||
Sponsor termination fees/ one time Arbitron costs | 102 | — | 46 | |||||||||
Normalized Free Cash Flow | $376 | $426 | $573 |
Highlights for 2015:
• | We |
• | We announced our newConnected Buy System that will allow our clients to seamlessly connect vast amounts of data and analytics to help them understand what happened, why it happened, and what to do about it – faster than ever. This will be a unique and powerful data integration, analytics, and activation system. |
• | OurEmerging Markets have performed well, led by Latin America, China, and Southeast Asia. Our teams in the Middle East and sub-Sahara Africa have also turned in solid years in very challenging markets. |
• | Our recentacquisitions are contributing positively to our strategy and revenue growth as described below. |
• | Brandbank is already converting into solid margin growth for the company; |
• | Affinnova has been a key factor to our recent successes in our Innovations business; and |
• | eXelate has successfully integrated thousands of Nielsen data streams and has become one of the largest third-party cross-device data sets in the world. The acquisition has allowed Nielsen to launch its own enterprise marketing platform that enables marketers to migrate from marketing to many potential customers to marketing to their exact customer. |
Executive Compensation Overview
Nielsen’s executive compensation program is designed to incent and reward our leadership team to deliver sustained financial performance and long-term shareholder value.
Key considerations in 2015 were:
Say-on-Pay
In 2015, more than 98% of the votes cast at our shareholder meeting were for the approval of our executive compensation program on an advisory basis. During the year, we consulted with shareholders who provided valuable feedback on our programs and disclosure. One of our directors (either the Chairman of the Compensation Committee, the Lead Independent Director or the Chairman of the Nomination and Corporate Governance Committee) participated in each discussion. As a result of this feedback, we have continued to strengthen our disclosure of the performance basis of annual incentive payments and the rigor with which we define targets in our annual and long-term performance plans.
Meritocracy
Ourpay for performance philosophy differentiates rewards based on quantitative assessments of business financial performance and individual contributions towards key objectives. NEOs participate in the same performance assessment process applicable to all managerial employees, including an annual performance appraisal and semi-annual individual peer rankings of performance and leadership impact.
Total Company Performance
We strive to create a culture that reflects our core values of Open, Simple, and Integrated. Our compensation programs reinforce these values by focusing all employees on simple, unifying objectives. To that end, NEOs participate in the same annual incentive plan applicable to all managerial employees, which is funded based on company EBITDA performance (which funding level is referred to as the “Bonus Funding EBITDA”) and as described under “– How Pay Decision are Made – Annual Incentive Plan.” Additionally, NEOs’ performance assessments and pay decisions are influenced by our total company performance versus financial objectives (see “– 2015 Pay Decisions and Performance – Total Company Performance – Financial”) and specific individual business financial objectives.
2016 PROXY STATEMENT 31 |
EXECUTIVE COMPENSATION |
Variable Pay at Risk
A significant portion of each NEO’s compensation isat risk; dependent on the achievement of challenging annual and long-term performance targets and/or the performance of our share price as laid out in the charts and tables below. Long-term pay is delivered exclusively in equity to align the interests of the NEOs with the creation of shareholder value. For 2015, short-term pay was delivered mostly in cash, but 25% of the annual incentive payment was delivered in RSUs that vest over two years. The Compensation Committee noted that the proportion of equity provided by long-term incentive grants in the NEOs’ total annual pay mix had reached the targeted range. Therefore, for the 2016 plan year, the Compensation Committee decided that annual incentive payouts would revert to being paid 100% in cash (versus 75% in cash and 25% in RSUs that had been our practice since 2013).
CEO COMPENSATION STRUCTURE 2015
Elements of Total Direct Compensation | 2015 | |||||
CEO | Proportion of pay subject to specific quantitative performance criteria | 55% | ||||
Proportion of pay at risk | 89% | |||||
Proportion of pay delivered in the form of equity | 72% | |||||
Proportion of pay delivered in long-term equity (vesting periods of three years or more) | 67% |
OTHER NEOs COMPENSATION STRUCTURE 20151,2
Elements of Total Direct Compensation | ||||||
NEOs | Proportion of pay subject to specific quantitative performance criteria | 51% | ||||
Proportion of pay at risk | 77% | |||||
Proportion of pay delivered in the form of equity | 59% | |||||
Proportion of pay delivered in long-term equity (vesting periods of three years or more) | 53% |
1 | Excludes the $325,000 payment made to Mr. Jackson in February 2015 pursuant to the terms of his offer letter dated February 20, 2014 to compensate him for the loss of his unvested SERP benefit from his previous employer. (see below under – “Summary Compensation Table, Footnote 1”) |
2 | Mr. West was excluded from the chart above because he did not receive a full equity grant due to his departure from the company. |
2016 PROXY STATEMENT 32 |
EXECUTIVE COMPENSATION |
Executive Compensation Elements
Element | Purpose | How Component Operates | ||||
Annual Base Salary | Attract and retain top talent | • Reviewed in intervals of 24-36+ months • When reviewing base salary levels, the Compensation Committee considers a variety of factors including: (1) our pay for performance philosophy, (2) market benchmark compensation data, (3) the NEO’s individual performance and contributions to the success of the business in the prior year, (4) company performance, (5) current pay mix, and (6) role changes | ||||
Annual Incentive (“AIP”) | Motivate NEOs to accomplish short-term business performance goals that contribute to long-term business objectives | • Annual incentive target opportunities are established each year with reference to (1) our pay for performance philosophy, (2) market benchmark compensation data, (3) the NEO’s individual performance and contributions to the success of the business in the prior year, (4) company performance, (5) current pay mix, (6) role changes, and (7) prior year target • The Compensation Committee determines individual payout using the annual incentive plan design applicable to all managerial employees • The EBITDA performance formula determines incentive plan funding and the initial payout percentage for all participants • 100% EBITDA performance to target = 100% incentive pool funding and 100% initial individual payout (see “– How Pay Decisions are Made – Annual Incentive Plan” for the annual incentive plan performance-payout matrix) • The initial payout percentage may be adjusted up or down based on a quantitative assessment of individual performance vs objectives • Maximum payout opportunity is capped at 200% of individual target • Threshold EBITDA performance will result in an initial payout/funding of 70% • Zero funding and zero initial payout if EBITDA performance is below threshold • The Compensation Committee has discretion to reduce the fund by up to 30% if free cash flow falls short of objectives • In order to satisfy the performance-based pay exception of Section 162(m) of the Internal Revenue Code (the “Code”), which is explained in greater detail under “– How Pay Decision are Made – Annual Incentive Plan”, NEO payouts are determined initially using the following formula: • Actual EBITDA performance x 2% x executive allocation percentage • Annual incentive plan payouts are then made according to the underlying EBITDA performance formula and individual payout percentage, subject to the maximum 200% of target cap on payouts • The calculation of EBITDA performance for annual incentive plan purposes (which we refer to as “Bonus Funding EBITDA”) differs from reported Adjusted EBITDA because it is calculated using a standard foreign currency exchange rate established at the beginning of the year in order to eliminate the impact of currency exchange volatility on the performance assessment • Payout will be delivered 100% in cash (from 2013 – 2015, we delivered payouts 75% in cash and 25% in restricted stock units that vest in two equal annual installments) • Payouts are subject to recoupment under the terms of Nielsen’s clawback policy (see below under “– Other Policies and Guidelines – Clawback Policy”) | ||||
Long-Term Incentive (“LTI”) | Deliver long-term sustainable performance and align executive rewards with long-term returns delivered to shareholders | • LTI award values are determined each year by reference to (1) our pay for performance philosophy, (2) market benchmark compensation data, (3) the NEO’s individual performance and contributions to the success of the business in the prior year, (4) company performance, (5) current pay mix, (6) role changes, and (7) prior year award | ||||
Long-Term Performance Plan (“LTPP”) | Alignment with long-term shareholder return | • Subject to performance against two 3-year cumulative performance metrics, free cash flow and relative total shareholder return with assigned weighting of 60% and 40%, respectively | ||||
Performance Restricted Stock Units (“Performance RSUs”) | • Specific threshold, target and maximum performance metrics for 3-year cumulative free cash flow performance will not be disclosed for competitive reasons but targets are designed to be aggressive and achievable and are fully aligned with our approved 3-year strategic plan and long-term guidance issued to investors at the beginning of the performance period • The performance payout matrix is shown under “– How Pay Decisions are Made – Long-Term Performance Plan (LTPP)” • Subject to recoupment under the terms of Nielsen’s clawback policy (see below under “– Other Policies and Guidelines – Clawback Policy”) • Relative total shareholder return is measured against a peer group used solely for this purpose. Companies in this peer group are selected to represent a comparable investment profile to Nielsen by virtue of their being in comparable businesses or being representative of the markets we serve • Performance metrics for the relative total shareholder return portion are described in more detail under “—How Pay Decisions are Made—Long-Term Performance Plan (LTPP)” • Represents approximately 50% of the annual LTI value • Zero payout for performance below threshold • Maximum payout opportunity is capped at 200% of target • Payouts capped at target if absolute total shareholder return is negative • No dividend equivalents on unearned performance RSUs | |||||
Stock Options | Alignment with shareholder return and retention | • Four-year time-vested • Represents approximately 25% of LTI value | ||||
Restricted Stock Units (“RSUs”) | Alignment with shareholder return and retention | • Four-year time-vested • Represents approximately 25% of LTI value • Dividend-equivalents on RSU awards are accrued and delivered as additional RSUs | ||||
Health and Welfare Plans, Perquisites | Promote overall wellbeing and avoid distractions caused by unforeseen health/financial issues | •Health and Welfare plans generally available to other employees •De minimis financial planning and wellness services allowances |
2016 PROXY STATEMENT 33 |
EXECUTIVE COMPENSATION |
Summary of NEO Pay Decisions
CEO
Mr. Barns has served as Chief Executive Officer since January 1, 2014. In 2015, the Compensation Committee reviewed Mr. Barns’ compensation and increased his annual incentive target from $1,800,000 to $2,000,000 and his long-term incentive target from $4,000,000 to $6,000,000, which increased his target compensation to the median of our executive compensation peer group. Details of Mr. Barns’ compensation can be found below.
2014 Actual | 2015 Target | 2015 Actual | % Change from 2014 | |||||||||||
Base Salary | $ | 1,000,000 | N/A | $ | 1,000,000 | 0% | ||||||||
Annual Incentive | $ | 1,820,000 | $ | 2,000,000 | $ | 2,060,000 | 1,2 | 13.2% | ||||||
Long-Term Incentive | $ | 4,000,000 | $ | 6,000,000 | $ | 6,000,000 | 50% |
1 | Actual payout was based on the Compensation Committee’s full year performance assessment. |
2 | 75% paid in cash and 25% paid in RSUs, which will vest in equal annual installments over two years. |
In 2015, Mr. Barns was granted the following long-term incentive equity in line with the target value approved by the Compensation Committee:
Date | Grant Type | # RSUs/Options | Value1 | Performance Period | ||||||
February 19, 2015 | Performance RSUs | 65,860 | $ | 3,000,000 | 2015 - 2017 | |||||
October 29, 2015 | RSUs | 31,283 | $ | 1,500,000 | N/A | |||||
October 29, 2015 | Stock Options | 177,515 | $ | 1,500,000 | N/A |
1 | This is the grant date fair value intended by the Compensation Committee. Actual accounting values reported in “Tables and Narrative Disclosure” will differ slightly. |
Other NEOs
Jamere Jackson
Mr. Jackson has served as Chief Financial Officer since March 10, 2014. Details of Mr. Jackson’s compensation can be found below.
2014 Actual | 2015 Target | 2015 Actual | % Change from 2014 | |||||||||||
Base Salary | $ | 700,000 | N/A | $ | 700,000 | 0% | ||||||||
Annual Incentive | $ | 750,000 | $ | 800,000 | $ | 875,000 | 1,2 | 6.7% | ||||||
Long-Term Incentive | $ | 1,850,000 | $ | 1,900,000 | $ | 1,900,000 | 2.7% |
1 | Actual payout was based on the Compensation Committee’s full year performance assessment. |
2 | 75% paid in cash and 25% paid in RSUs, which will vest in equal annual installments over two years. |
In 2015, Mr. Jackson was granted the following long-term incentive equity in line with the target value approved by the Compensation Committee:
Date | Grant Type | # RSUs/Options | Value1 | Performance Period | ||||||
February 19, 2015 | Performance RSUs | 20,860 | $ | 950,000 | 2015 - 2017 | |||||
October 28, 2015 | RSUs | 9,824 | $ | 475,000 | N/A | |||||
October 28, 2015 | Stock Options | 58,498 | $ | 475,000 | N/A |
1 | This is the grant date fair value intended by the Compensation Committee. Actual accounting values reported in “Tables and Narrative Disclosure” will differ slightly. |
Brian West
Mr. West served as Chief Operating Officer from March 10, 2014 through December 31, 2015. Details of Mr. West’s compensation can be found below.
2014 Actual | 2015 Target | 2015 Actual | % Change from 2014 | |||||||||||
Base Salary | $ | 950,000 | N/A | $ | 950,000 | 0% | ||||||||
Annual Incentive | $ | 1,800,000 | $ | 1,750,000 | $ | 1,825,000 | 1,2 | 1.4% | ||||||
Long-Term Incentive | $ | 3,500,000 | $ | 3,500,000 | $ | 1,700,000 | (50%) |
1 | Actual payout was based on the Compensation Committee’s full year performance assessment. |
2 | 100% paid in cash in accordance with the terms of his departure from the Company effective December 31, 2015. |
2016 PROXY STATEMENT 34 |
EXECUTIVE COMPENSATION |
In 2015, Mr. West was granted the following long-term incentive equity in line with the target value approved by the Compensation Committee:
Date | Grant Type | # RSUs/Options1 | Value2 | Performance Period | ||||||
February 19, 2015 | Performance RSUs | 38,420 | $ | 1,700,000 | 2015 - 2017 | |||||
October 28, 2015 | RSUs | — | $ | 0 | N/A | |||||
October 28, 2015 | Stock Options | — | $ | 0 | N/A |
1 | No RSU/Option award in 2015 due to his departure from the Company. |
2 | This is the grant date fair value intended by the Compensation Committee. Actual accounting values reported in tables of the Narrative Disclosure will differ slightly. |
Steve Hasker
In 2015, Mr. Hasker served as Global President with responsibility for the US Media Business and Global product leadership. Effective January 1, 2016, Mr. Hasker was appointed Global President and Chief Operating Officer, with expanded global leadership responsibility for global client service and product leadership across our Watch and Buy businesses. Details of Mr. Hasker’s compensation can be found below.
2014 Actual | 2015 Target | 2015 Actual | % Change from 2014 | |||||||||||
Base Salary | $ | 900,000 | N/A | $ | 900,000 | 0% | ||||||||
Annual Incentive | $ | 950,000 | $ | 950,000 | $ | 1,000,000 | 1,2 | 5.3% | ||||||
Long-Term Incentive | $ | 1,850,000 | $ | 1,900,000 | $ | 1,900,000 | 2.7% |
1 | Actual payout was based on the Compensation Committee’s full year performance assessment. |
2 | 75% paid in cash and 25% paid in RSUs, which will vest in equal annual installments over two years. |
In 2015, Mr. Hasker was granted the following long-term incentive equity in line with the target value approved by the Compensation Committee:
Date | Grant Type | # RSUs/Options | Value1 | Performance Period | ||||||
February 19, 2015 | Performance RSUs | 20,310 | $ | 900,000 | 2015 - 2017 | |||||
October 28, 2015 | RSUs | 10,083 | $ | 500,000 | N/A | |||||
October 28, 2015 | Stock Options | 60,037 | $ | 500,000 | N/A |
1 | This is the grant date fair value intended by the Compensation Committee. Actual accounting values reported in “Tables and Narrative Disclosure” will differ slightly. |
John Lewis
In 2015, Mr. Lewis served as Global President with global leadership responsibility for our Client Service function and our Consumer Packaged Goods vertical. Mr. Lewis ceased to be an executive officer on December 30, 2015. Details of Mr. Lewis’ compensation can be found below.
2014 Actual | 2015 Target | 2015 Actual | % Change from 2014 | |||||||||||
Base Salary | $ | 770,000 | N/A | $ | 770,000 | 0% | ||||||||
Annual Incentive | $ | 750,000 | $ | 800,000 | $ | 800,000 | 1,2 | 6.7% | ||||||
Long-Term Incentive | $ | 1,900,000 | $ | 1,900,000 | $ | 1,900,000 | 0% |
1 | Actual payout was based on the Compensation Committee’s full year performance assessment. |
2 | 100% paid in cash in connection with his exit from the Company. |
In 2015, Mr. Lewis was granted the following long-term incentive equity in line with the target value approved by the Compensation Committee:
Date | Grant Type | # RSUs/Options | Value1 | Performance Period | ||||
February 19, 2015 | Performance RSUs | 20,860 | $950,000 | 2015 - 2017 | ||||
October 28, 2015 | RSUs | 9,824 | $475,000 | N/A | ||||
October 28, 2015 | Stock Options | 58,498 | $475,000 | N/A |
1 | This is the grant date fair value intended by the Compensation Committee. Actual accounting values reported in “Tables and Narrative Disclosure” will differ slightly. |
2016 PROXY STATEMENT 35 |
EXECUTIVE COMPENSATION |
Mary Liz Finn
In 2015, Ms. Finn served as Chief Human Resources Officer leading Nielsen’s Human Resources function globally. Details of Ms. Finn’s compensation can be found below:
2014 Actual | 2015 Target | 2015 Actual | % Change from 2014 | |||||||||||
Base Salary | $ | 550,000 | N/A | $ | 550,000 | 0% | ||||||||
Annual Incentive | $ | 425,000 | $ | 425,000 | $ | 430,000 | 1,2 | 1.2% | ||||||
Long-Term Incentive | $ | 1,200,000 | $ | 1,200,000 | $ | 1,200,000 | 0% |
1 | Actual payout was based on the Compensation Committee’s full year performance assessment. |
2 | 75% paid in cash and 25% paid in RSUs, which will vest in equal annual installments over two years. |
In 2015, Ms. Finn was granted the following long-term incentive equity in line with the target value approved by the Compensation Committee:
Date | Grant Type | # RSUs/Options | Value1 | Performance Period | ||||||
February 19, 2015 | Performance RSUs | 13,170 | $ | 600,000 | 2015 - 2017 | |||||
October 28, 2015 | RSUs | 6,205 | $ | 300,000 | N/A | |||||
October 28, 2015 | Stock Options | 36,946 | $ | 300,000 | N/A |
1 | This is the grant date fair value intended by the Compensation Committee. Actual accounting values reported in “Tables of the Narrative Disclosure” will differ slightly. |
2013 LTPP Performance Payouts
The performance period for our 2013 LTPP ended on December 31, 2015. Long-term incentive grants under this plan were made in February 2013 and their grant date value was disclosed in our 2014 Proxy. In February 2016, the Compensation Committee approved performance and payouts under this plan as outlined below.
2013 LTPP Performance
PLAN METRICS JAN 1, 2013 – DEC 31, 2015 | FINAL RESULTS BASED ON PERFORMANCE JAN 1, 2013 – DEC 31, 2015 | |||||||||||||||||
Elements | Performance Target for 100% Payout | Result | Weight | Payout Percentage | ||||||||||||||
Free Cash Flow1 | 2.30B | 2.34B | 60% | 102% | ||||||||||||||
Relative Total Shareholder Return | 50th Percentile | 65th Percentile | 40% | 160% | ||||||||||||||
Total Shares | N/A | N/A | 100% | 125.2% |
1 | Free cash flow performance is the sum of the reported free cash flow in each calendar year 2013-2015. In May 2014, the Compensation Committee approved $325 million in adjustments to offset the impact on free cash flow associated with the acquisition of Arbitron and the divestiture of the Nielsen Expositions business. |
2013 LTPP Payouts1
Target Performance RSUs Awarded | Payout Percentage | Awarded Shares | ||||||||||
Mitch Barns | 25,000 | 125.2% | 31,300 | |||||||||
Brian West | 30,000 | 125.2% | 37,560 | |||||||||
Steve Hasker | 22,000 | 125.2% | 27,544 | |||||||||
John Lewis | 22,000 | 125.2% | 27,544 | |||||||||
Mary Liz Finn | 16,000 | 125.2% | 20,032 |
1 | Mr. Jackson was not hired until March 2014 and therefore was not a participant in the 2013 LTPP. |
2016 PROXY STATEMENT 36 |
EXECUTIVE COMPENSATION |
Realizable Pay
A significant portion of executive pay is at risk depending on business performance and market conditions. The actual pay earned as cash or made available via the vesting of stock awards during the year is referred to as “realizable pay.” Realizable pay is different from the amounts reported in the Summary Compensation Table (as shown under “– Tables and Narrative Disclosure – Summary Compensation Table”), which uses the accounting grant date value of equity awards.
We define realizable pay as:
• | cash received as base salary in each year; |
• | cash annual incentives and other bonuses earned in each year; |
• | intrinsic value (share price minus exercise price) of stock option awards vesting in each year using the share price on December 31, of the respective year; |
• | market value of restricted stock units vesting in each year using the share price on December 31 of the respective year; and |
• | value of financial planning reimbursements and executive wellness reimbursements as outlined under “– Summary Compensation Table – Other Compensation.” |
The table below presents the realizable pay for each of our NEOs in the period stated compared to the amount of compensation reported for each of our NEOs in the Summary Compensation Table.
Realizable Pay1 | Total Compensation in Summary Compensation Table1 | |||||||||||||||||||||
2014 | 2015 | Percentage Increase/ (Decrease) | 2015 | Percent Variance to 2015 Realizable Pay | ||||||||||||||||||
Mitch Barns | $ | 3,813,777 | $ | 4,698,766 | 23% | $9,102,785 | 94% | |||||||||||||||
Jamere Jackson2 | 2,427,885 | 2,848,486 | 17% | 3,795,533 | 33% | |||||||||||||||||
Brian West | 4,258,139 | 6,393,850 | 50% | 4,996,784 | (22% | ) | ||||||||||||||||
Steve Hasker | 3,753,249 | 3,557,985 | (5% | ) | 3,833,814 | 8% | ||||||||||||||||
John Lewis | 2,736,003 | 3,487,378 | 27% | 3,704,431 | 6% | |||||||||||||||||
Mary Liz Finn | 1,928,116 | 2,255,671 | 17% | 2,216,066 | (2% | ) |
1 | Excludes 25% of the 2015 plan year annual incentive award, which was delivered in RSUs in February 2016 to Messrs. Barns, Jackson and Hasker and Ms. Finn. Messrs. West and Lewis received 100% in cash. |
2 | The Realizable Pay Table value for Mr. Jackson includes a special payment he received to cover the loss of his unvested SERP benefit at his prior employer as does the Summary Compensation Table (see “– Tables and Narrative Disclosure – Summary Compensation Table”, footnote 1). |
NEO Compensation Practices
What we do:
• | Emphasize long-term equity in prospective pay increases. |
Require all executive officers to hold a significant amount of Nielsen stock (as outlined under “– Compensation Practices and Governance – Shareowner Guidelines”).
Prohibit hedging of shares and pledging of share-based awards and shares subject to stock ownership guidelines.
Recoup incentive awards in the event of financial restatement as a result of intentional misconduct on the part of the executive, and where the award would have been lower as a result of the restatement). The policy is shown under “– Other Policies and Guidelines – Clawback Policy.”
Offer de-minimis perquisites.
2016 PROXY STATEMENT 37 |
EXECUTIVE COMPENSATION |
What we don’t do:
No excise tax gross-up agreements.
No single trigger accelerated vesting of equity in the event of a change-in-control.
No dividend equivalents paid on unearned performance restricted stock units granted under the LTPP.
2015 Pay Decisions and Performance
Total Company Performance – Financial
The 2015 Bonus Funding EBITDA achieved 7% growth over the prior year. Consequently, the plan funded at 100% and the initial payout was set at 100% of each NEO’s target bonus opportunity.
Metric | Target | Result | ||
Bonus Funding EBITDA growth % over prior year | 7% | 7% | ||
Revenue growth at constant currency1 | 4% - 5% | 5% | ||
Free Cash Flow growth as reported | 18% - 25% | 18% |
1 | We calculate constant currency percentages by converting our prior-period local currency financial results using the current period foreign currency exchange rates and comparing these adjusted amounts to our current period reported results. |
CEO Performance Assessment for Mitch Barns
Total Shareholder Return (“TSR”) in 2013 was 53.1%. We define TSRThe Compensation Committee considered Bonus Funding EBITDA, total company revenue, and free cash flow performance as the change in stock price over the period ended December 31, 2013, assuming monthly reinvestment of dividends.
EXECUTIVE COMPENSATION
presented above, as well as Mr. Barns’ performance against objectives as presented below to arrive at his final performance assessment.
Strategic InitiativesObjectives
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![]() | Commercial growth met operating plan objectives as follows: Total company growth Reported revenues for the full year decreased 1.8% to $6,172 million mainly due to the impact of foreign currency exchange, but increased 5.0% on a constant currency basis compared to 2014. The Company’s practice is to focus primarily on constant currency results which are a better reflection on the underlying operating performance of the business. Business segment growth Revenues within the Buy segment decreased 5.1% on a reported basis, or increased 5.0% on a constant currency basis, to $3,345 million in line with expectations. On a constant currency basis our Buy segment showed strong resilience in emerging markets with revenues increasing 8.5% and continued solid growth of 3.5% in developed markets. The segment growth was driven by our investments in coverage, new client wins and success in new verticals, such as Retail. Revenues within the Watch segment increased 2.2% on a reported basis, or 4.9% on a constant currency basis, to $2,827 million in line with expectations. Growth was driven by strong performance in Audience Measurement of Video and Text and Marketing Effectiveness. | ![]() |
2016 PROXY STATEMENT 38 |
EXECUTIVE COMPENSATION |
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STRATEGY & INITIATIVES | ||||||
Progress on Strategic Initiatives in 2013
Our management team has established four strategic initiatives described above, which are important to the company’s ongoing success. In support of these initiatives, throughout 2013 we:
The total audience measurement platform went live in the market and is poised for a broader global roll-out. Digital Ad Ratings was rolled out in 17 countries. Digital Content Ratings, the industry’s first comprehensive, cross-platform system for measuring online TV, video, and other digital content across the web and apps, went live in the US. In addition, video-on-demand measurement launched and is now measuring over 6,000 TV episodes. Acquisitions Several acquisitions that closed in 2015 enhanced our |
Productivity gains were above operating plan expectations. |
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EXECUTIVE COMPENSATION
Executive Compensation Overview
Nielsen’s executive compensation program is designed to incent and reward our leadership team to deliver sustained financial performance and long-term shareholder value.
Ourpay for performance philosophy balances quantitative assessment of business financial performance with qualitative assessment of individual contributions to our core business objectives.
A significant portion of executive compensation isat-risk; dependent on the achievement of challenging annual and long-term performance targets including diversity, progress on strategic initiatives and the delivery of long-term returns to shareholders.
In 2013 we strengthened the relationship between executive compensation, shareholder value and long-term performance, increased the proportion of pay delivered in equity and introduced performance vesting on a substantial portion of long-term incentive equity.
Elements of Executive Compensation
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| Mr. Barns continued to invest in the development of our internal leadership pipeline as evidenced by internal appointments to senior leadership roles including appointments to President – Global Operations, Chief Data Science Officer and | Chief Diversity Officer. External hires were made for the roles of Chief Technology Officer and Chief Legal Officer.
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EXECUTIVE COMPENSATION
CEO and Other NEO Pay Mix and Pay at Risk
CAPITAL ALLOCATION | ||||||
Balanced capital allocation plan We increased the quarterly dividend by 12%, executed $667 million of stock buy backs (up 43% from 2014) and increased the go-forward stock repurchase authorization by an incremental $500 million. |
2016 PROXY STATEMENT 39 |
EXECUTIVE COMPENSATION |
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Elements of Total Direct Compensation | 2012 | 2013* | ||||||||
CEO | Proportion of pay subject to specific quantitative performance | 31 % | 62 % | |||||||
Proportion of pay delivered in the form of equity | 55 % | 66 % | ||||||||
Proportion of pay at risk | 86 % | 88 % | ||||||||
Other NEOs | Proportion of pay subject to specific quantitative performance | 34 % | 58 % | |||||||
Proportion of pay delivered in the form of equity | 43 % | 51 %** | ||||||||
Proportion of pay at risk | 77 % | 78 % |
The plan formula (see under “– How Pay Decisions are Made – Annual Incentive Plan”) provided Mr. Barns an initial payout of 100% of his target opportunity. The Compensation Committee assessed that the company’s commercial growth had met objectives and considered the go-live introduction of the Total Audience Measurement capability and integration of Exelate as the foundation of Nielsen’s Enterprise Marketing Platform as exceeding expectations. The Compensation Committee considered Mr. Barns’ leadership impact noting the seamless transition to a new organization structure and steady evolution of his leadership team. | ||||||||||||||||||||
Based on its full performance assessment, the Compensation Committee awarded Mr. Barns’ an annual incentive payment of $2,060,000, or 103% of his target opportunity. |
EXECUTIVE COMPENSATION
Based on the annual incentive plan formula (see under “– How Pay Decisions are Made – Annual Incentive Plan”) the initial incentive payout for each NEO was 100%.
NEOs were measured against the company financial objectives as disclosed above (under “– 2015 Pay Decisions and Performance – Total Company Performance – Financial”). Additionally, Messrs. Hasker and Lewis were measured against the financial performance of their respective business units.
Mr. Barns makes pay recommendations for his direct reports after quantifying their contributions to Nielsen’s financial performance and assessing performance against objectives set at the beginning of the year. He also considers the quality of the results delivered using a framework that quantifies the performance of each individual relative to his/her peers on factors such as leadership, Nielsen values, and degree of challenge. This qualitative assessment helps manage risk and better differentiates rewards for exceptional leaders.
Compensation HighlightsPerformance Assessment for Jamere Jackson
RealizableFinancial
Mr. Jackson was assessed on total company financial metrics (as described above under “– 2015 Pay AndDecisions and Performance – Total Company Performance – Financial”) and on his performance against objectives presented below.
Objectives
Our definitionStrategic Planning
In 2015, Mr. Jackson assumed leadership of realizable pay is:the Company’s strategic planning process with the Board. His role included leading the development of an updated capital allocation strategy. In addition, Mr. Jackson’s tax team led the re-domiciling of the company from the Netherlands to England and Wales to increase flexibility to expand our shareholder base globally.
Business Performance
Mr. Jackson’s leadership of the Company’s financial planning and control processes helped Nielsen achieve record financial results in 2015 as outlined in “ – 2015 Pay Decisions and Performance – Total Company Performance – Financial.” Key results included (all growth rates, except free cash flow, are presented on a constant currency basis):
annual revenue growth of 5.0%,
Adjusted EBITDA growth of 7.2%, and
Normalized free cash flow growth of 18.1%.
Mr. Jackson played a key role in identifying and structuring the sale of Nielsen’s National Research Group, our movie tracking business, and reinvesting the proceeds into faster growing businesses such as the Nielsen Catalina Solutions joint venture.
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EXECUTIVE COMPENSATION |
Organizational Capability
In 2015, Mr. Jackson facilitated several global leadership changes within the finance organization. Additionally, our investor relations team was recognized by Institutional Investors as one of the top teams in our industry sector, including #1 rankings in three categories. Mr. Jackson also had significant engagement with Nielsen employee resource groups and our Chief Diversity Officer to grow diversity and inclusion internally.
Capital Allocation
In 2015, Mr. Jackson led the execution of the Company’s balanced capital allocation approach by investing nearly $800 million in growth initiatives in the form of capital expenditures, acquisitions and new product programs, while also leading the execution of the return of nearly $1.1 billion to shareholders in the form of dividends and share repurchases.
Performance Assessment
The plan formula (see under “– How Pay Decisions are Made – Annual Incentive Plan”) provided Mr. Jackson an initial payout of 100% of his target opportunity.
The Compensation Committee considered Mr. Jackson’s stewardship of the Company’s financial results and his contribution in devising and executing the Company’s capital allocation plan. The Compensation Committee noted his contribution to the Company’s strategic plan, and his leadership in divesting non-core assets and re-investing in higher growth segments. Based on its full performance assessment, the Compensation Committee assessed Mr. Jackson’s performance as above expectations and approved a payout of $875,000 or 109% of Mr. Jackson’s target opportunity.
Performance Assessment for Brian West
Financial
Mr. West was assessed on total company financial metrics (as described above under “– 2015 Pay Decisions and Performance – Total Company Performance – Financial”) and on his performance against objectives presented below.
Objectives
Productivity
Mr. West delivered strong cost management with productivity savings well above expectations.
Quality
Mr. West’s team delivered quality performance in large scale syndicated products (TV Ratings and core Buy). Defects and quality escape metrics were at or better than plan.
Acquisitions
Technology and Operations teams were instrumental in the on-plan integration of acquisitions including eXelate, BrandBank, and Affinnova.
Product Delivery
Mr. West’s team seamlessly executed on new product delivery and met 100% of Total Audience product delivery milestones enabling the successful launch of our Total Audience measurement platform in the US.
Organization
In 2015, Mr. West led the external hiring of a new Chief Technology Officer and drove the internal leadership appointment of EVP, Global Operations. In addition, Mr. West restructured his global organization into two distinct organizations, Technology and Global Operations, and seamlessly transitioned responsibilities to the new leaders.
Performance Assessment
The plan formula (see under “– How Pay Decisions are Made – Annual Incentive Plan”) provided Mr. West an initial payout of 100% of his target opportunity.
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EXECUTIVE COMPENSATION |
The Compensation Committee considered Mr. West’s contribution to the Company’s commercial growth that included the restructuring of his function, productivity savings above operating plan expectations and continuing improvements to quality. Based on its full performance assessment, the Compensation Committee approved a payout of $1,825,000, or 104% of Mr. West’s target opportunity.
Performance Assessment for Steve Hasker
Financial
Mr. Hasker was assessed on total company financial metrics (as described above under “– 2015 Pay Decisions and Performance – Total Company Performance – Financial”), business specific financial metrics, and his performance against the objectives presented below.
Objectives
Watch business growth
Under Mr. Hasker’s leadership, the Watch segment achieved strong results including, on a constant currency basis, revenue growth of 4.9% and Adjusted EBITDA growth of 6.6%. Total Audience Measurement of Video and Text and Marketing Effectiveness, both key elements to our growth strategy, saw 6.4% and 21.0% revenue growth, respectively. In addition, Mr. Hasker drove key international TV and digital measurement contract renewals accelerating global growth. For the reconciliation to the most directly comparable GAAP measure, see page 43 of our annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 19, 2016.
Total Audience
A critical objective for Mr. Hasker in 2015 was to launch Total Audience measurement in the US and establish a strategy for global roll-out, which was accomplished. Our Total Audience platform provides complete measurement of audience viewing behavior across all platforms and devices. Mr. Hasker’s team launched Digital Ad Ratings in 17 countries and Digital Content Ratings in the US, our cross platform system for measuring online TV, video, and other digital content across the web and apps. In addition, Mr. Hasker’s team also executed on the expansion of its national TV ratings panels, including making several improvements to the methodology used.
Strategy
Mr. Hasker led the formulation of our strategy and investment program to create an integrated Connected Buy System platform and also played a key role in the identification and acquisition of eXelate whose technology provides the core of our Enterprise Marketing Platform initiative.
Performance Assessment
The plan formula (see under “– How Pay Decisions are Made – Annual Incentive Plan”) provided Mr. Hasker an initial payout of 100% of his target opportunity.
The Compensation Committee considered the company’s commercial growth and the revenue performance of the global Watch business, which was in line with expectations. The Compensation Committee considered Mr. Hasker’s execution of the launch of Total Audience Measurement to be above-expectations. In light of Mr. Hasker’s achievements, effective January 1, 2016, he was promoted to Global President and Chief Operating Officer with responsibility for the commercial performance and product development of our Global Watch and Buy businesses. Based on its full performance assessment, the Compensation Committee approved a payout of $1,000,000, or 105% of Mr. Hasker’s target opportunity.
As a result of his promotion to the position of Global President and Chief Operating Officer, Mr. Hasker’s annual incentive opportunity was increased 16% to $1,100,000 and his annual equity target was increased to $3,000,000. No adjustments were made to his base salary of $900,000.
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EXECUTIVE COMPENSATION |
Performance Assessment for John Lewis
Financial
Mr. Lewis was assessed on total company financial metrics (as described above under “– CEO performance assessment – Financial”), business specific financial metrics, and on his performance against objectives presented below.
Objectives
Buy Business Growth
Mr. Lewis was responsible for global client service and the commercial performance of the global Buy business. In the Buy business, on a constant currency basis, global revenues increased by 5.0% while Adjusted EBITDA grew at 7.8%. (For the reconciliation to the most directly comparable GAAP measure, see page 43 of our annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 19, 2016.) Mr. Lewis successfully integrated our acquisition of Brandbank to support longer-term revenue and EBITDA growth throughout Europe.
Organization
Mr. Lewis made important adjustments to our region structure and delivered financial results in line with expectations. In addition, he appointed a new internal leader for our Latin America region who delivered double-digit revenue growth, exceeding plan. Under Mr. Lewis’ leadership we also created a global Retailer vertical which posted low double-digit growth.
Performance Assessment
The plan formula (see under “– How Pay Decisions are Made – Annual Incentive Plan”) provided Mr. Lewis an initial payout of 100% of his target opportunity.
The Compensation Committee considered the company’s commercial growth and the performance of the Global Buy business. It also noted his creation of the global retailer vertical and its initial performance that was on target. Based on its full performance assessment, the Compensation Committee approved a payout of $800,000 or 100% of Mr. Lewis’ target opportunity.
Performance Assessment for Mary Liz Finn
Financial
Ms. Finn was assessed on total company financial metrics (as described above under “– 2015 Pay Decisions and Performance – Total Company Performance – Financial”) and on her performance against objectives presented below.
Objectives
Nielsen Employee Experience
Ms. Finn created and rolled out the “Nielsen Employee Experience” – an important initiative to foster a motivational and inclusive working environment where you can “Be Yourself, Make a Difference and Grow with Us.” The Compensation Committee noted that we accomplished a 98% response rate in our bi-annual employee survey and the Company scored above the highest performing companies on 14 out of 19 key attributes measured.
Talent and Leadership Development
Ms. Finn led the hiring of the Chief Technology Officer and Chief Legal Officer, and the promotion of the Chief Diversity Officer. In conjunction with Mr. Barns, she led the company’s organization and succession planning review process which facilitated eight senior leadership role changes. Ms. Finn sponsored substantial investments in our global leadership development programs and continued to grow and improve our entry level rotational leadership programs. In early 2015, Nielsen debuted at number 22 on the annual list ofBest Public Companies for Leaders in Chief Executive Magazine.
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EXECUTIVE COMPENSATION |
Diversity
Ensuring that our associates are representative of the markets we serve and communities we live in is a fundamental tenet of our business. We believe that diversity and inclusion provide us with growth, strength, and innovation. In 2015, Ms. Finn continued to advance Nielsen’s efforts to promote diversity and inclusion as integral to our strategy. Several leadership moves strengthened the diversity within our senior leadership team, including the roles of President, Expanded Verticals, Chief Data Science Officer and Chief Diversity Officer. In addition, Ms. Finn continued to make substantial investments in our Diverse Leadership Network and our entry level rotational leadership programs. Nielsen was named to the “Diversity Top 50” by Diversity Inc. for the second year in a row, moving up eight slots to number 42.
Data Analytics
A key 2015 objective for Ms. Finn and her team was to enhance our people analytics capabilities. Ms. Finn completed phase 1 and began delivering meaningful people analytics that allowed for enhanced business performance across the Company.
Performance Assessment
The plan formula (see under “– How Pay Decisions are Made – Annual Incentive Plan”) provided Ms. Finn an initial payout of 100% of her target opportunity.
The Compensation Committee considered the company’s commercial growth and additionally noted Ms. Finn’s contribution to the advancement of our talent strategy, leadership development programs and diversity initiatives. In addition, the Compensation Committee considered the implementation and adoption of the Nielsen Employee Experience and the enhanced people analytics capabilities as above expectations. Based on its full performance assessment, the Compensation Committee approved a payout of $430,000 or 101% of her target opportunity.
How Pay Decisions are Made
Annual Base Salaries
Base salary is the only fixed component of our executive officers’ compensation. The Compensation Committee considers market benchmarks supplied by its compensation consultant, Meridian Compensation Partners, LLC – (“Meridian”), to ensure that base salaries are competitive in the marketplace and are serving their purpose to attract and retain top talent.
The Compensation Committee considers executive officers for salary increases generally in 24-36+ month intervals unless there is a change in role.
Executive officers are not involved in determining their own compensation.
Annual Incentive Plan
The purpose of the annual incentive plan is to motivate executives to accomplish short-term business performance goals that contribute to long-term business objectives. The Compensation Committee approves the applicable targets under the plan at the beginning of each year. NEOs participate in the same incentive plan as the Company’s senior managers (approximately 900 associates). Approximately 9% of the incentive fund was paid to NEOs in 2015.
In determining the target opportunity for each NEO, the Compensation Committee considered general industry market benchmarks and peer group data provided by Meridian; executives’ total direct compensation mix; changes in role and job responsibilities; and company financial performance and individual performance.
In 2015 we discontinued our practice of setting individual incentive targets at the level of prior year payouts. While the prior year payout method had served its initial purpose well – particularly in establishing our culture of meritocracy – its effect over time tended to restrict our ability to provide market competitive and motivating targets for segments of our employee population. We decided, therefore, to revert to the approach of setting a target opportunity each year as described in “Executive Compensation Overview – Executive Compensation Elements.”
In connection with this change we simplified the description of the formula by which the incentive pool is funded such that 100% Bonus Funding EBITDA performance to target equates to 100% pool funding.
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EXECUTIVE COMPENSATION |
162(m) Plan
Under Section 162(m) of the Code, expenses from compensation tocovered employees in excess of $1 million (per employee) during a taxable year are only tax-deductible to the extent that the compensation is “performance-based” or otherwise qualifies as exempt from the deductible limit. Our annual incentive payments qualify as “performance-based compensation” under the Code. Our covered employees are our chief executive officer and the three other most highly-paid named executive officers, other than our chief financial officer. A maximum annual incentive payout fund for the NEOs is determined by a formula which calculates 2% of Adjusted EBITDA performance and allocates it to each executive officer in proportions ranging between 10% and 18% of the fund. This yields a maximum fund and the Committee exercises negative discretion to determine final payouts using the Annual Incentive Plan Payout Formula described below. This qualifies payouts under the plan as tax deductible under Section 162(m).
Annual Incentive Plan Payout Formula
A total payout fund is derived formulaically based on our achievement against our target growth of “Bonus Funding EBITDA”– 100% achievement of the Bonus Funding EBITDA target yields a 100% funding percentage.
Bonus Funding EBITDA differs from the calculation of Adjusted EBITDA because it is calculated using a standard 2015 budget rate to eliminate the impact of foreign currency exchange. The Bonus Funding EBITDA growth in realizable pay earnedtargets for 2015 were calculated from 2014 Adjusted EBITDA performance restated at 2015 budget rates.
Initial individual payouts are determined by applying the Named Executive Officers in 2013, outlined“funding percentage” to the individual’s target opportunity.
Final individual payouts are determined after a full assessment of each individual’s performance versus quantitative objectives combined with a qualitative assessment.
Individual payouts may be adjusted up or down to ensure that total performance is reflected in the table below,final payouts.
Aggregate individual payouts may not exceed the total payout fund.
Performance targets are aggressive and achievable
The Compensation Committee believes that Bonus Funding EBITDA growth is largely attributablehighly correlated to the vestingcreation of long-term equity whose intrinsicshareholder value was bolstered by our significant share priceand is an effective measure of NEO’s contributions to short-term company performance.
In establishing the plan’s Bonus Funding EBITDA growth in 2013. We believetarget, the Compensation Committee considered the Company’s historical performance against prior year targets and concluded that the process had been effective in establishing targets that were both aggressive and achievable. It noted that over the prior five years, Adjusted EBITDA had grown at a challenging annual growth rate and in realizable payeach year had been assessed as either on target or closely approaching target.
The 2015 Bonus Funding EBITDA growth target was fully aligned with our 2015 operating plan.
Funding formula and individual payouts
The funding/initial payout formula shown below correlates Bonus Funding EBITDA growth from prior year with payout percentages indexed to target opportunities. For 2015, a funding/initial payout of 100% is reasonableachieved when comparedBonus Funding EBITDA performance meets the target threshold of 7% growth. If performance falls between the benchmark performance targets, the payout amount is calculated using interpolation between those benchmarks. If performance falls below the minimum threshold, no payouts are funded.
2016 PROXY STATEMENT 45 |
EXECUTIVE COMPENSATION |
Performance – Payout Formula
Performance Milestones | Growth vs Prior Year (index %) | Funding/Initial Payout % | ||||||
Maximum | 167% | 200% | ||||||
Exceptional | 114% | 114% | ||||||
Target | 107% | 100% | ||||||
Actual Performance | 107% | 100% | ||||||
Minimum | 97% | 70% | ||||||
< Minimum | <97% | Zero |
Additionally, the Compensation Committee considers total company financial performance (see “– 2015 Pay Decisions and Performance – Total Company Performance – Financial”) and each NEO’s contribution to that performance. Performance against other objectives is assessed and consideration given to qualitative factors such as degree of difficulty, extraordinary market circumstances, and leadership impact. As a result, initial payouts for each individual may be adjusted up or down to ensure that total performance is reflected in the final payout. NEOs who are assessed as performing above expectations receive higher payouts than they would have received if their bonus were calculated based only on the initial payout.
Individual payouts are capped at 200% of the target bonus opportunity
2015 Results
The 2015 Bonus Funding EBITDA achieved 7% growth over prior year. Consequently, the plan funded at 100% and the initial payout was set at 100% of each NEO’s target bonus opportunity.
Before approving the incentive plan funding, the Compensation Committee assessed the Company’s free cash flow performance against annual plan objectives. The Compensation Committee has discretion to reduce the fund by up to 30% if free cash flow falls short of objectives. There is no discretion to increase the fund in the event that free cash flow performance exceeds objectives.
We define free cash flow as net cash provided by operating activities less capital expenditure. For a reconciliation of free cash flow to net cash provided by operating activities, see “– Executive Summary.”
The Compensation Committee reviewed the Company’s free cash flow performance, which was within our business performancetarget range at 18% growth over prior year (as outlinedshown under “– Executive SummarySummary” and “– 2015 Pay Decisions and Performance – Business Performance”Total Company Performance – Financial”) which. Therefore, no reduction was made to the incentive funding.
2016 Changes
The Compensation Committee noted that the proportion of equity in executives’ total annual pay mix had reached the targeted range. Therefore, for the 2016 plan year, annual incentive payouts will revert to being paid 100% in cash (versus 75% cash and 25% in RSUs that had been our practice since 2013).
2016 PROXY STATEMENT 46 |
EXECUTIVE COMPENSATION |
Long-term Incentives (LTI)
The purposes of long-term incentive awards are to focus executives on long-term sustainable performance and to align executive rewards with long-term returns delivered 53.1%to shareholders. Currently, all long-term incentives are delivered as equity-based awards.
LTI MIX – 50% IS SUBJECT TO QUANTIFIABLE LONG-TERM PERFORMANCE
Equity-based awards are made to executives, other employees and directors pursuant to the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “2010 Plan”). Our goal is to provide at least 50% of the NEO pay mix in long-term equity, progressing to 60% over time, and to have approximately 50% of the LTI subject to quantifiable long-term performance metrics. Prior to finalizing award sizes, the Compensation Committee considers general industry market benchmarks and peer group data provided by its compensation consultant, Meridian; executives’ total direct compensation mix and prior year award values; changes in role and job responsibilities; current company financial performance and individual performance.
Long-Term Performance Plan (LTPP)
2015 Plan
LTPP participants are awarded a target number of performance RSUs that are earned subject to the Company’s performance against two cumulative 3-year performance metrics, free cash flow and relative total shareholder return, with assigned weightings of 60% and 40%, respectively. The Compensation Committee decided to assign more weight to the free cash flow metric over which executives have relatively more direct control. The performance period commenced on January 1, 2015 and ends on December 31, 2017. Grants are denominated in 2013.
share units and settled in Nielsen shares. Based on the performance at the end of the 3-year period, executives may earn less or more than the target performance RSUs granted. Relative total shareholder return below the 30th percentile of our performance peer group or free cash flow performance below 85% of the free cash flow target will result in 0% payout for each metric. Payouts for each metric are calculated independently of each other. The maximum payout for each metric is 200%. In the case of Mr. Calhoun, approximately 50%absolute negative total shareholder return of his 2013 realizable pay is due to the vestingCompany over the performance period, payments under the relative total shareholder return component of a tranchethe plan are capped at 100% of options granted to him in 2006 as a result of his personal investment in the company (see “- 2013 Total Direct Compensation Decisions – Long-Term Incentives – 2006 Plan”). The assessed value of a Nielsen share at the time of this grant was $16. On December 31, 2013 the Nielsen share price was $45.89, a growth of 187%.target.
The table below presentssummarizes the realizable pay for each of our Named Executive Officersplan performance-payout matrix, which is unchanged from 2014. The Compensation Committee re-affirmed its belief that this design provides appropriate rigor in the period stated.ratio of performance to reward, as well as, the right balance between individual risk and motivation. The free cash flow targets are intended to be aggressive and achievable and are fully aligned with our 3-year strategic plan objectives and long-term guidance issued to investors.
Realizable Pay * | Total Compensation in Summary Compensation Table* | |||||||||||||||||||||
2012 | 2013 |
| Percentage Increase/ (Decrease) |
| 2013 | | Percent Variance to 2013 Realizable Pay | | ||||||||||||||
David Calhoun | $ 13,191,630 | $ 22,257,911 | 69 % | $ 19,494,877 | (12 %) | |||||||||||||||||
Brian West | $3,131,162 | $4,761,556 | 52 % | $5,539,355 | 16 % | |||||||||||||||||
Mitch Barns | $1,577,421 | $2,458,720 | 56 % | $4,643,524 | 89 % | |||||||||||||||||
Mitchell Habib** | $3,729,550 | $5,474,802 | 47 % | $4,633,270 | (15 %) | |||||||||||||||||
Stephen Hasker | $2,341,406 | $3,037,289 | 30 % | $4,538,720 | 49 % |
PLAN DESIGN1 | ||||||||||||||||
Milestones | Free Cash Flow (% to target) | Free Cash Flow Payout (60% weight) | Relative Total (percentile rank) (40% weight) | Relative Total Shareholder Return Payout | ||||||||||||
Maximum | 120% | 200% | 75th | 200% | ||||||||||||
Target | 100% | 100% | 50th | 100% | ||||||||||||
Minimum | 85% | 50% | 30th | 50% | ||||||||||||
Below Minimum | <85% | 0% | <30th | 0% |
A significant portion of realizable pay is at risk depending on market conditions. It is different from the amounts reported in the Summary Compensation Table (as shown under “– Tables and Narrative Disclosure – Summary Compensation Table”) which uses the accounting value at the date of grant to value stock options and other stock-based awards.
Compensation Practices
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EXECUTIVE COMPENSATION
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Pay Decisions
We take into account the following factors:
2016 PROXY STATEMENT 47 |
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After a comprehensive review of reports from Meridian, other advisors, and Nielsen’s management team in 2013, the Committee approved a performance peer group solely for the purposes of measuring our relative total shareholder return under the LTPP. The peer group includes companies in comparable businesses to Nielsen, as well as companies representing the markets we serve. Four companies were added to the peer group in 2015. |
Accenture plc | ||||
Coca-Cola Company | MSCI Inc. | |||
Colgate-Palmolive Company | Omnicom Group, Inc. | |||
Dun and Bradstreet Corporation | The Procter & Gamble Company | |||
Equifax Inc. | RELX plc (formerly Reed-Elsevier) | |||
Experian plc | Thomson Reuters Corporation | |||
FactSet Research Systems Inc. | Time Warner Inc. | |||
GfK SE | Twenty-First Century Fox, Inc. | |||
IHS Inc. | Unilever N.V. (ADR) | |||
IMS Health Holdings, Inc. (new in 2015) | Viacom Inc. (new in 2015) | |||
The Interpublic Group of Companies, Inc. | Wolters Kluwer NV/ADR/ | |||
McGraw Hill Financial, Inc. | WPP plc (new in 2015) |
EXECUTIVE COMPENSATION
The stock option and RSU awards are intended to enhance the retention value of the equity program and align with the creation of shareholder value. Both stock options and RSUs vest over four years in equal annual installments. In 2015, the Compensation Committee provided approximately 25% of the NEO LTI values in stock options and 25% in RSUs.
Compensation Practices and Governance
Compensation Committee
The Compensation Committee is responsible for the design of the executive compensation program.
The Compensation Committee regularly reviews the philosophy and goals of the executive compensation program and assesses the effectiveness of compensation practices and processes. The Compensation Committee sets performance goals and assesses performance against these goals. The Committee considers the recommendations and market data provided by its independent consultant as well as the judgment of the CEO on the performance of his direct reports. The CEO does not participate in the Compensation Committee discussion regarding his own compensation. The Compensation Committee makes its decisions based on its assessment of both Nielsen and individual performance against goals, as well as, on its judgment as to what is in the best interests of Nielsen and its shareholders.
The Compensation Committee has formed a sub-committee comprising Javier Teruel and Karen Hoguet, each of which is a “non-employee” director within the meaning of Rule 16b-3 under the Exchange Act and satisfies the requirements of an “outside director” within the meaning of Section 162(m) of the Code. The Sub-Committee of the Compensation Committee approves certain equity awards and performance-based payments to qualify for exemption from Section 16(b) under Rule16b-3 of the Exchange Act and so that the performance-based payments we provide to our Named Executive Officers are exempt from the $1,000,000 deduction limit applicable under Section 162 (m) of the Code. Actions described herein as taken by the Compensation Committee related to equity awards and performance-based payments were performed by the Sub-Committee of the Compensation Committee.
The responsibilities of the Compensation Committee are described more fully in its charter, which is available in the Corporate Governance page of our website atwww.nielsen.com/investorsunder Investor Overview:Corporate Governance: Governance Documents: Compensation Committee Charter.
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee has served as one of our officers or employees at any time. Except as otherwise disclosed in this proxy statement, no member of the Compensation Committee has had any relationship with Nielsen requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served as a director, or member of the Compensation Committee (or other committee serving an equivalent function), of an organization that has an executive officer also serving as a member of our Board or Compensation Committee.
Independent Compensation Consultant
The Compensation Committee retains Meridian Compensation Partners, LLC (Meridian) as its compensation consultant. Meridian has provided market data and perspective on executive and independent director compensation including peer group analysis, long-term performance-based equity plans, risk assessment and clawback policies.related governance. Meridian and its affiliates did not provide any services to Nielsen or its affiliates in 20132015 other than executive and director compensation consulting to the Compensation Committee. Discussions between Meridian and Nielsen management are limited to those necessary to complete work on behalf of the Compensation Committee.
The Compensation Committee determined that Meridian and its lead consultant for Nielsen satisfy the independence factors described in the NYSE listing rules. The Compensation Committee also determined that the work performed by Meridian in 20132015 did not raise any conflict of interest issues. The Committee took into account that Meridian’s lead compensation consultant for Nielsen is also the lead compensation consultant for Caterpillar Inc. where Mr. Calhoun serves as an independent director and as a member of the Compensation Committee. As a result, Mr. Calhoun has recused himself from any decisions relating to the selection and remuneration of Meridian at Caterpillar.interest.
2016 PROXY STATEMENT 48 |
EXECUTIVE COMPENSATION |
Benchmarking
The Compensation Committee uses the executive compensation of a peer group of companies, selected for their business relevance and size appropriateness to Nielsen, as one of many considerations when making executive compensation pay decisions. To account for differences in the size of our peer group companies, the market data are statistically adjusted to allow for valid comparisons to similarly sizedsimilarly-sized companies. The peer group information may also be supplemented by general industry survey data selected by Meridian to provide reasonable benchmarks for a company of Nielsen’s size and business type.
EXECUTIVE COMPENSATION
Following After a study and recommendation from Meridian,review by the Compensation Committee made a small modificationin December 2014, Adobe Systems Incorporated was added to the 2013 peer group to improve its effectiveness as a benchmark. The Committee noted that Nielsen’s revenue was positioned somewhat above the peer median and that this trend may continue as the effect of our acquisition of Arbitron is fully reflected in Nielsen’s financial statements. Therefore the committee decided to replace Gartner,Dun & Bradstreet, Inc. with Cognizant Technology Solutions Corporation. The modified 2013 peer group is listed below:and Teradata Corp were removed.
Adobe Systems Incorporated (new in 2015) | IHS Inc. | |
Alliance Data Systems Corporation | The Interpublic Group of Companies, Inc. | |
Automatic Data Processing, Inc. | ||
Cognizant Technology Solutions Corporation | ||
| Moody’s Corporation | |
| Omnicom Group, Inc. | |
Equifax Inc. | salesforce.com, inc. | |
Experian plc | ||
Fiserv, Inc. | ||
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Say on Pay
Of the votes cast at last year’s shareholders meeting, 98% voted to approve the compensation paid to the named executive officers in 2012. The Company routinely re-evaluates the structure of the executive pay program and the compensation of its executives and makes changes to the amounts paid and opportunities provided to its executives consistent with market practices and individual and Company performance and business requirements.
Consideration of Risk
The Compensation Committee conducted a risk assessment of Nielsen’s 20132015 pay practices, which included the review of a report from the compensation consultant.Meridian. The Compensation Committee concluded that Nielsen’s pay programs are not reasonably likely to have a material adverse effect on Nielsen, its business and its value. Specifically, the Compensation Committee noted the following:
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Good balance of fixed and at-risk compensation, and good balance of performance in LTI plans plus share ownership requirements
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Overlapping vesting periods that expose management, including the CEO, to consequences of their decision-making
EBITDA performance funds annual incentives and |
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2013 Total Direct Compensation Decisions
Annual Base Salaries
Base salary is the only fixed component of our executive officers’ compensation. The Compensation Committee considers market benchmarks supplied by Meridian to ensure that base salaries are competitive in the marketplace and are serving their purpose to attract and retain top talent.
The Compensation Committee considers executive officers for salary increases generally in 24-month intervals or more unless there is a change in role.
Although Mr. Calhoun’s last base salary increase was in 2008, the Compensation Committee decidedhas discretion to continue to focus on Mr. Calhoun’s annual performance incentives and on long-term equity awards. Therefore, it didreduce payouts if free cash flow targets are not increase Mr. Calhoun’s base salarymet which results in 2013.shared value with shareholders
EXECUTIVE COMPENSATIONAnnual incentive plan payout curve is reasonable, including steeper slope in the payout curve for zero or negative EBITDA growth over prior year. Payouts are capped at 200%
The Executive compensation is benchmarked annually
Compensation Committee reviewed Mr. Barns’ base salary in February 2013 asretains an independent consultant
Nielsen has a resultcompensation clawback policy and anti-hedging policy
Pledging of his promotion to President, Global Client Services and approved an increase in his annual base salary from $575,000 to $800,000. On December 19, 2013 the Compensation Committee approved another increase in his annual base salary from $800,000 to $1,000,000 effective January 1, 2014 as a result of his promotion as the new CEO.
The remaining NEOs received increases to base salaries in 2011; the Committee did not increase their base salaries in 2013.
On February 10, 2014 the Compensation Committee increased Mr. Hasker’s base salary from $800,000 to $900,000 effective March 1, 2014, noting that it had been 28 months since his last base salary increase.
On February 20, 2014, the Compensation Committee increased Mr. West’s base salary to $950,000 effective March 10, 2014 as a result of his promotion as the new Chief Operating Officer.
Annual Incentive Plan
The purpose of the annual incentive plan is to motivate executives to accomplish short-term business performance goals that contribute to long-term business objectives. The plan is approved by the Compensation Committee at the beginning of each year and is intended to satisfy the performance pay exemption under Section 162 (m) of the Code.
Payouts under the plan are based on the plan funding formula and each NEO’s performance assessment. The plan funding is determined based on Operating Plan EBITDA* growth. (See footnote below for the definition.) The performance of each NEO is assessed taking into account his effectiveness in executing performance objectives and operating plans as well as his leadership impact on core business objectives. Named Executive Officers who are assessed as performing highly receive higher payouts relative to their opportunity. The total incentive awards cannot exceed the amount of the incentive fund. In general, approximately 10% of the incentive fund is paid to Named Executive Officers.
Plan Funding Formula
Each year the Compensation Committee approves a target incentive fund and the performance targets and thresholds that govern payouts.
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2013 ANNUAL INCENTIVE PLAN | ||||||||||||
Incentive Fund Growth | ||||||||||||
OPERATING PLAN EBITDA* ($ in millions) | Operating Plan EBITDA Vs Prior year (%) | Vs Target (%) | Vs Prior year (%) | |||||||||
Threshold (90% of growth target): 1,443 | -4 % | -30 % | -26 % | |||||||||
1,505 | 0 % | -10 % | -5 % | |||||||||
1,571 | 4 % | -2 % | 3 % | |||||||||
1,590 | 6 % | t | Actual | u | 0 % | 5 % | ||||||
1,603 (target) | 7 % | 5 % | 10 % |
EXECUTIVE COMPENSATION
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CEO Performance Assessment
The Compensation Committee used the following framework to assess Mr. Calhoun’s performance.
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EXECUTIVE COMPENSATION
Other NEO Performance Assessment
Mr. Calhoun makes pay recommendations for his direct reports after quantifying their performance against individual objectives set at the beginning of the year and their contribution to Nielsen’s financial performance and strategic objectives. He also considers the quality of the results delivered using a framework that quantifies the performance of each individual relative to his/her peers on factors such as leadership, Nielsen values, and degree of challenge. This qualitative assessment helps manage risk and better differentiates rewards for exceptional leaders.
The Compensation Committee considered the following performance factors in 2013 for our Named Executive Officers:
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EXECUTIVE COMPENSATION
2013 Incentive Awards
Based on its performance assessments and the plan funding the Compensation Committee made the following incentive awards to the Named Executive Officers for 2013 performance. Except for Mr. Habib, 25% of the payments were delivered in restricted shares on February 20, 2014 and are therefore not included in the Summary Compensation Table (see-“Summary Compensation Table”). They will be disclosed in the 2015 proxy statement. The restricted shares vest in two equal annual installments.
Name | Target | Payout % | Payout $ | 75% of Payout in Cash | 25% of Payout in Restricted Shares | |||||||||||||||
David Calhoun | $3,750,000 | 107 % | $4,000,000 | $3,000,000 | $1,000,000 | |||||||||||||||
Brian West | $1,350,000 | 111 % | $1,500,000 | $1,125,000 | $375,000 | |||||||||||||||
Mitch Barns | $700,000 | 121 % | $850,000 | $637,500 | $212,500 | |||||||||||||||
Mitchell Habib* | $1,600,000 | 103 % | $1,650,000 | — | — | |||||||||||||||
Stephen Hasker | $850,000 | 103 % | $875,000 | $656,250 | $218,750 |
Long-term Incentives (LTI)
The purposes of the long-term incentive awards are to focus executives on long-term sustainable performance and to align executive rewards with long-term returns delivered to shareholders. Currently, all long-term incentives are delivered in equity-based awards.
Equity-based awards are made to executives, other employees and directors pursuant to the 2010 Plan. In making decisions regarding 2013 equity awards, the Compensation Committee considered it important to increase the proportion of total pay delivered in the form of long-term equity and to ensure that at least 50% of the Long-Term Incentive value (excluding special retention grants) was subject to quantifiable long-term performance metrics that delivered both shareholder alignment and a powerful performance incentive for executives. Prior to finalizing award sizes, the Compensation Committee considered general industry market benchmarks and peer group data provided by Meridian; executives’ total direct compensation and prior year award values; and an assessment of each executive’s individual performance.
Long-Term Performance Plan
In February 2013, the Compensation Committee approved a new Long-Term Performance Plan (“LTPP”). LTPP participants are awarded a target number of performance restricted shares (“Performance Shares”) that are earned subject to the Company’s performance against two cumulative three-year performance metrics, Relative Total Shareholder Return (“RTSR”) and Free Cash Flow (“FCF”), with assigned weightings of 40% and 60%, respectively. The Committee decided that it was appropriate to assign more weight to the metric over which executives have relatively more direct control. The performance period commenced on January 1, 2013 and ends on December 31, 2015. Grants are denominated and settled in Nielsen shares. Based on the performance at the end of the three-year period, executives may earn less or more than the target shares granted. RTSR performance below 30th percentile of our performance peer group or FCF performance below 85% of the Free Cash Flow target will result in 0% payout for each metric. The maximum payout for each metric is 200%. The table below summarizes the plan design. The performance metrics operate independently.
Relative TSR 40% weight
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EXECUTIVE COMPENSATION
Free Cash Flow 60% weight
Plan Achievement% | Payout %* | |||
<85 % | 0 | % | ||
85 % | 50 | % | ||
90 % | 90 | % | ||
100 % | 100 | % | ||
105 % | 105 | % | ||
110 % | 110 | % | ||
115 % | 155 | % | ||
120 % | 200 | % |
After a comprehensive review of reports from Meridian, other advisors and Nielsen’s management team, the Committee approved a performance peer group for the purposes of measuring our relative total shareholder return under the LTPP plan. The peer group includes companies in comparable businesses to Nielsen, as well as companies representing the markets we serve.
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Stock Options and RSUs
The Compensation Committee believes that stock options provide a powerful incentive for executives to focus on long-term performance and increase shareholder value, and provided 44% (excluding the special retention grant) of Mr. Calhoun’s LTI award in stock options.
For the other NEOs the Compensation Committee provided approximately 25% of the LTI values in stock options and 25% in RSUs (excluding special retention grants). The RSU awards are intended to enhance the retention value of the equity program. Both options and RSUs vest over four years in equal annual installments.
The above information is included under “– Grants of Plan-Based Awards in 2013” table.
Special Retention Grants
On July 25, 2013, the Compensation Committee awarded special grants of RSUs to Messrs. Calhoun, West, Barns and Hasker in light of the significant impact each was expected to have on Nielsen’s strategy development and business growth over the coming years, and to preserve the continuity of our business leadership. The Committee used a four-year vesting schedule, weighted to the later years in order to provide an incentive for the executives to remain with the company through the entire four-year period. The grant date values of the special awards fall within 80%-120% of each recipient’s 2013 equity award value.
Upon Mr. Calhoun’s resignation as the Company’s Chief Executive Officer and appointment as Executive Chairman of the Board, and under the terms of his Transition Agreement (as described under “– Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2013 Table – Employment Agreement with Mr. David L. Calhoun – Transition Agreement”), he agreed to forfeit the special award.
For Messrs. Barns, West and Hasker the special retention awards vest over 4 years on each anniversary of the grant in the following schedule: 20% on the first anniversary; 20% on the second anniversary; 30% on the third anniversary; and 30% on the fourth anniversary.
EXECUTIVE COMPENSATION
This information is included under “– Grants of Plan-Based Awards in 2013” table.
2006 Plan
Prior to 2011, equity awards were made under the 2006 Stock Acquisition and Option Plan for Key Employees of Nielsen Holdings N.V. and its Subsidiaries, as amended and restated (the “2006 Plan”). Under the terms of the 2006 Plan, executives made a personal investment in the Company through the purchase of Nielsen stock and in return received a significant grant of stock options.
The personal investments made by our NEOs were as follows:
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During the 2006 – 2010 period, there were no regular annual equity grants but there were grants of options made to Messrs. Calhoun, West and Barns in 2010 and grants of RSUs to Mr. Habib in 2009. A grant was made in 2009 to Mr. Hasker upon hiring.
The remaining unvested options under the 2006 Plan vested on December 31, 2013 with the exception of Mr. Hasker whose final tranche of options under this plan will vest on December 31, 2014.
Awards granted under the 2006 Plan were subject to restrictions on sale until the closing of a secondary offering which occurred in March 2012. Amendments to the 2006 Plan in 2011 lifted the sale restrictions in three installments following the closing of the secondary offering which had the effect of lifting sales restrictions by January 1, 2013, by which time robust share ownership guidelines (described below) were in place.requirements is prohibited
Robust code of conduct and whistleblower policy
Share Ownership Guidelines
To ensure strong alignment of executive interests with the long-term interests of shareholders, executives are required to accumulate and maintain a meaningful level of stock ownership in the Company. The share ownership guideline policy was adopted in June 2011. Messrs. Barns and Hasker first became subject to our share ownership guidelines in 2013. Mr. Barns’sBarns’ guideline was subsequently changed from three times to six times salary on January 1, 2014 when he became the Company’s Chief Executive Officer. Neither Mr. Barns nor Mr. Hasker will be permitted to sell shares of the Company after December 31, 2014 until the guidelines are met.
2016 PROXY STATEMENT 49 |
EXECUTIVE COMPENSATION |
The table below presents the guidelines and actual share ownership as of February 28, 2014March 1, 2016 for each of our Named Executive Officers.
NEOsNEOs. Messrs. West and Lewis who had both met their share ownership guidelines have been excluded from the table because Mr. West has departed from the company and Mr. Lewis is no longer an executive officer.
Name | Guideline | Guideline Shares* | Share Ownership** | |||||||||
David Calhoun | 6 x salary | 305,000 | 1,250,000 | |||||||||
Mitch Barns | 6 x salary | 131,000 | 35,713 | |||||||||
Mitchell Habib | 3 x salary | 82,000 | 82,000 | |||||||||
Brian West | 3 x salary | 80,000 | 92,776 | |||||||||
Stephen Hasker | 3 x salary | 52,000 | 1,830 |
Name | Guideline | Guideline Shares1 | Share Ownership2 | |||||||||
Mr. Barns | 6 x salary | 128,800 | 88,682 | |||||||||
Mr. Jackson | 3 x salary | 45,100 | 13,818 | |||||||||
Mr. Hasker | 3 x salary | 57,900 | 36,644 | |||||||||
Ms. Finn | 1 x salary | 14,000 | 32,363 |
Eligible shares include beneficially-owned shares held directly or indirectly and jointly-owned shares. |
EXECUTIVE COMPENSATION
Other Policies and Guidelines
Perquisites
We provide our Named Executive OfficersNEOs with limited perquisites, reflected in the “All Other Compensation” column of the Summary Compensation Table and described in the footnotes. Named Executive OfficersNEOs may claim financial planning and executive health examwellness expenses capped each year at $15,000 and $2,500, respectively. In very limited circumstances, we may permit the CEONEOs and their family members to access our contractual arrangement for private aircraft for histheir personal use. We were reimbursed for the cost of such use in 2015. In certain circumstances, where necessary for business purposes, we also provide reimbursement for club membership fees and relocation expenses.
Severance
We believe that severance protections play a valuable role in attracting and retaining key executive officers. SinceBetween 2007 and 2010, we have offered severance protections in conjunction with participationto executives pursuant to substantially identical severance agreements connected to awards granted under our 2006 Stock Acquisition and Option Plan for Key Employees, which required executives to make substantial personal investments in the 2006 Plan.
Company. Each of our NEOs, except for Mr. Calhoun’sJackson, has entered into one of these individual severance protections, which wereagreements. These agreements only vary in the severance multiple provided under his employment agreement, are described in further detail under “– Potential Payments Upon Termination or Change in Control – Severance Benefits – Mr. Calhoun.” Consistent with his responsibilities as Chief Executive Officer and with market practice, Mr. Calhoun’s severance protections were higher than thosedepending on the position of the other Named Executive Officers. As ofindividual at the end of 2013, Mr. Calhoun’s severance protections were superseded bytime the provisionsagreement was executed. Pursuant to the terms of his Transition Agreement (as described under “– Narrative Disclosureoffer letter, Mr. Jackson is entitled to Summary Compensation Table and Grantsreceive severance upon certain terminations of Plan-Based Awards in 2013 Table – Employment Agreement with Mr. David L. Calhoun – Transition Agreement”).employment.
The severance protections for other Named Executive Officers are provided under severance agreements with each of them. The relevant severance triggering events and amounts payable are described in further detail under “– Potential Payments Upon Termination or Change in ControlChange-in-Control – Severance Benefits – Named Executive Officers Other Than Mr. Calhoun.Benefits).”
No severance protections provided to NEOs are eligible for excise tax gross-up protection.
Change in ControlChange-in-Control
For equity awards made in 2011 or later, under the 2010 Plan, as amended, unvested options and RSUs do not vest automatically in the event of a change in control.
In general, unvested equity awards granted under the 2006 Plan vest in full on a change in control. Effective December 31, 2013, the final tranche of equity awards under this plan vested under the regular terms of the plan with the exception of Mr. Hasker whose final tranche of 27,343 options will vest on December 31, 2014. Thereafter, the only remaining unvested options are a small tranche of performance-based stock options that may vest on a change in control depending upon the financial return to the Sponsors; these options will expire for each NEO between November 2016 and March 2017 dependent on their grant date.
change-in-control. These benefits are described in further detail under “– Potential Payments Upon Termination or Change in Control.Change-in-Control.”
Clawback Policy
Our clawback policy requires the Chief Executive Officer and his executive direct reports, in all appropriate cases, to repay or forfeit any bonus, short-term incentive award or amount, or long-term incentive award or amount awarded to the executive, and any non-vested equity-based awards previously granted to the executive if:
![]() | The amount of the incentive compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement or the correction of a material error; and | |
![]() | The executive engaged in intentional misconduct that caused or partially caused the need for the restatement or caused or partially caused the material | |
![]() | The amount of the incentive compensation that would have been awarded to the executive, had the financial results been properly reported, would have been lower than the amount actually awarded. |
2016 PROXY STATEMENT 50 |
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION |
Other Benefits
The CEO and each other Named Executive OfficerNEO are eligible to participate in the health and welfare, defined contribution 401(k), and deferred compensation plans made available, per eligibility requirements, to all employees.
Tax Implications
Section 162 (m)162(m) of the Code limits(as interpreted by IRS Notice 2007-49) denies a federal income tax deduction for certain compensation in excess of $1 million per year paid to the deductibilitychief executive officer and the three other most highly-paid executive officers (other than the company’s chief financial officer) of a publicly-traded corporation. Certain types of compensation, including compensation based on performance criteria that are approved in advance by stockholders, are excluded from the deduction limit. In addition, “grandfather” provisions may apply to certain compensation arrangements that were entered into by a corporation before it was publicly held. The Compensation Committee’s policy is to qualify compensation paid to our NEOs to $1 million during any fiscal year unless such compensation is performance-based under these rules. The Company intends to structure its compensation arrangements to take advantage of this exemptionexecutive officers for deductibility for federal income tax purposes to the extent practicable.permitted. However, to retain highly skilled executives and remain competitive with other employers, the Compensation Committee maintainswill have the flexibilityright to authorize compensation that would not otherwise be deductible under Section 162(m) and to pay non-deductible compensation if it determines it is necessarybonuses in any amount, including discretionary bonuses or bonuses with performance goals that are different from those under our annual incentive plan.
The annual incentive plan has been designed to meet its compensation objectives and/or it is inpermit the best interestsCompensation Committee to grant awards thereunder which are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Company.Code.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 20132015 (or any amendment thereto).
Submitted by the Compensation Committee of the Company’s Board of Directors: February 20, 2014.
James A. Attwood, Jr. (Chairman)
Karen M. Hoguet
Alexander Navab
Ganesh RaoApril 28, 2016.
Javier G. Teruel (Chairman)
Harish Manwani
Kathryn Marinello
Vivek Ranadive
2016 PROXY STATEMENT 51 |
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION |
TABLES AND NARRATIVE DISCLOSURE
Summary Compensation Table
The following table presents information regarding compensation to our Named Executive OfficersNEOs for fiscal years 2013, 2012 and 2011.the periods indicated.
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus 1 ($) | Stock Awards 2 ($) | Option Awards 3 ($) | Non-Equity Incentive Plan Compensation 4 ($) | Change ($) | All Other Compensation 6 ($) | Total ($) | |||||||||||||||||||||||||
David Calhoun Chief Executive Officer7 | 2013 | 1,625,000 | — | 11,202,622 | 3,633,750 | 3,000,000 | — | 33,505 | 19,494,877 | |||||||||||||||||||||||||
2012 | 1,625,000 | 2,004,039 | — | 6,624,000 | 3,650,000 | — | 22,250 | 13,925,289 | ||||||||||||||||||||||||||
2011 | 1,625,000 | 2,004,039 | — | 7,078,500 | 3,750,000 | — | 38,153 | 14,495,692 | ||||||||||||||||||||||||||
Brian West Chief Financial Officer8 | 2013 | 850,000 | — | 3,119,420 | 420,750 | 1,125,000 | — | 24,185 | 5,539,355 | |||||||||||||||||||||||||
2012 | 850,000 | — | 419,700 | 1,242,000 | 1,350,000 | — | 22,500 | 3,884,200 | ||||||||||||||||||||||||||
2011 | 835,808 | 250,000 | — | 1,361,250 | 1,350,000 | — | 63,805 | 3,860,863 | ||||||||||||||||||||||||||
Mitch Barns President, Global Client Service9 | 2013 | 779,231 | — | 2,840,040 | 359,550 | 637,500 | 4,553 | 22,650 | 4,643,524 | |||||||||||||||||||||||||
Mitchell Habib Chief Operating Officer10 | 2013 | 875,000 | — | 1,626,620 | 459,000 | 1,650,000 | — | 22,650 | 4,633,270 | |||||||||||||||||||||||||
2012 | 875,000 | — | 419,700 | 1,449,000 | 1,600,000 | — | 22,500 | 4,366,200 | ||||||||||||||||||||||||||
2011 | 855,289 | — | — | 1,905,750 | 1,600,000 | — | 1,284,704 | 5,645,743 | ||||||||||||||||||||||||||
Stephen Hasker President, Global Product Leadership | 2013 | 800,000 | — | 2,738,220 | 336,600 | 656,250 | — | 7,650 | 4,538,720 | |||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus1 ($) | Stock Awards2 ($) | Option Awards3 ($) | Non-Equity Incentive Plan Compensation4 ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings5 ($) | All Other Compensation6 ($) | Total ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Mitch Barns Chief Executive Officer | 2015 | 1,000,000 | — | 4,937,630 | 1,500,002 | 1,545,000 | 3,316 | 116,837 | 9,102,785 | |||||||||||||||||||||||||||
2014 | 998,462 | — | 3,407,277 | 1,054,680 | 1,365,000 | 7,897 | 124,576 | 6,957,892 | ||||||||||||||||||||||||||||
2013 | 779,231 | — | 2,840,040 | 359,550 | 637,500 | 4,553 | 22,650 | 4,643,524 | ||||||||||||||||||||||||||||
Jamere Jackson Chief Financial Officer | 2015 | 700,000 | 325,000 | 1,607,214 | 496,644 | 656,250 | — | 10,425 | 3,795,533 | |||||||||||||||||||||||||||
2014 | 565,385 | 1,300,000 | 5,217,861 | 486,200 | 562,500 | — | 118,179 | 8,250,125 | ||||||||||||||||||||||||||||
Brian West Former Chief Operating Officer | 2015 | 950,000 | — | 2,189,965 | — | 1,825,000 | — | 31,820 | 4,996,785 | |||||||||||||||||||||||||||
2014 | 930,769 | — | 3,162,049 | 916,300 | 1,350,000 | — | 33,313 | 6,392,431 | ||||||||||||||||||||||||||||
2013 | 850,000 | — | 3,119,420 | 420,750 | 1,125,000 | — | 24,185 | 5,539,355 | ||||||||||||||||||||||||||||
Steve Hasker Global President and Chief Operating Officer (Global President through December 31, 2015) | 2015 | 900,000 | — | 1,644,781 | 509,714 | 750,000 | — | 29,320 | 3,833,815 | |||||||||||||||||||||||||||
2014 | 882,692 | — | 1,695,105 | 486,200 | 712,500 | — | 22,493 | 3,798,990 | ||||||||||||||||||||||||||||
2013 | 800,000 | — | 2,738,220 | 336,600 | 656,250 | — | 7,650 | 4,538,720 | ||||||||||||||||||||||||||||
John Lewis7 Global President | 2015 | 770,000 | — | 1,607,214 | 496,644 | 800,000 | 141 | 30,432 | 3,704,431 | |||||||||||||||||||||||||||
2014 | 728,538 | — | 1,689,623 | 523,600 | 562,500 | 12,843 | 32,469 | 3,549,573 | ||||||||||||||||||||||||||||
Mary Liz Finn Chief Human Resources Officer | 2015 | 550,000 | — | 1,002,698 | 313,670 | 322,500 | — | 27,197 | 2,216,066 |
1 | Bonus |
For Mr. Jackson, the $1,300,000 amount shown in 2014 is the initial portion (paid in connection with his hire date of March 10, 2014) of the $2,600,000 payment meant to compensate him for the loss of his unvested SERP benefit from his previous employer, and the $325,000 amount shown in 2015 is the first of four equal annual installments of the remaining $1,300,000 payment. Mr. Jackson is required to repay each payment in full if his employment terminates within one year following its receipt unless such termination is not for “cause” or is for “good reason.”
2 | Stock Awards |
Represents the aggregate grant date fair value of RSUs, annual incentive RSUs and performance RSUs awarded to each NEOs calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (the “FASB ASC Topic 718”). For a discussion of the assumptions and methodologies used to value the awards reported in column (e), please see Note 13 “Stock-Based Compensation” to our audited consolidated financial statements, included in our Annual Report on Form 10-K for the year ended December 31, 2015 previously filed with the SEC. All numbers exclude estimates of forfeitures. No awards were subject to re-pricing or material modifications.
Values for awards made in 2015:
Performance Restricted Stock Units– Target amounts granted on February 19, 2015 under the LTPP – Messrs. Barns ($2,982,609), Jackson ($944,689), West ($1,739,931), Hasker ($919,781), Lewis ($944,689), and Ms. Finn ($596,431). The maximum awards at the date of grant are as follows: Messrs. Barns ($4,667,571), Jackson ($1,478,371), West ($2,722,868), Hasker ($1,439,392), Lewis ($1,478,371), and Ms. Finn ($933,372).
Restricted Stock Units – RSUs were granted to the NEOs as follows: On October 29, 2015 to Mr. Barns ($1,500,020) on October 28, 2015 to Messrs. Jackson ($475,000), Hasker ($487,500), Lewis ($475,000), and Ms. Finn ($300,000).
Annual Incentive RSUs– Values represent 25% of the 2014 plan year annual incentive awards granted on February 12, 2015:Messrs. Barns ($455,002), Jackson ($187,525), West ($450,035), Hasker ($237,500), Lewis ($187,525), and Ms. Finn ($106,267).
3 | Option Awards |