UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ | |
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Filed by a Party other than the Registrant ☐ | |
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Check the appropriate box: | |
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☒ | Preliminary Proxy Statement |
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☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☐ | Definitive Proxy Statement |
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☐ | Definitive Additional Materials |
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☐ | Soliciting Material under §240.14a-12 |
SP PLUS CORPORATION
(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 all boxes that apply): | ||
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☒ | No fee required | |
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☐ | Fee paid previously with preliminary materials | |
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☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
DATED MARCH 20, 2023
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
2023
SP PLUS CORPORATION
SP+ CORPORATION 2023 PROXY STATEMENT |
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SP PLUS CORPORATION
200 E. Randolph Street, Suite 7770
Chicago Illinois 60601-7702
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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Date and Time: | Place: | Record Date: |
May 10, 2023 1:00 p.m. Central time | AON Center 200 East Randolph Street 77th Floor | March 17, 2023 |
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Dear Stockholders:
We are pleased to invite you to the SP Plus Corporation 2023 Annual Meeting of Stockholders.
Proposals:
Item 1: | To elect the following directors to serve on the Board of Directors: G Marc Baumann, Alice M. Peterson, Gregory A. Reid, Wyman T. Roberts, Diana L. Sands and Douglas R. Waggoner. |
Item 2: | To consider and cast a non-binding advisory vote on a resolution approving the 2022 compensation paid to our named executive officers. |
Item 3: | To consider an advisory vote on the frequency of the advisory vote on compensation of our named executive officers. |
Item 4: | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023. |
Item 5: | To approve an amendment to our Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. |
Stockholders may transact any other business that may be properly brought before the meeting, or any adjournments or postponements thereof.
Stockholders of record at the close of business on March 17, 2023 are entitled to notice of, and to vote at, the meeting or any adjournments or postponements thereof. On the Record Date, there were 23,424,685 shares of common stock of SP Plus Corporation issued and outstanding and entitled to vote at the meeting. A list of stockholders entitled to vote at the meeting will be available for inspection at our headquarters at least 10 days prior to the meeting and will also be available for inspection at the meeting.
Your vote is important! We strongly encourage you to exercise your right to vote as a stockholder, whether in person or by proxy. Whether or not you expect to be present at the meeting, to ensure that your vote will be counted, please complete, sign and date the enclosed proxy card and return it promptly in the envelope provided, or vote via Internet according to the instructions on the proxy card. Stockholders attending the meeting may vote in person even if they have previously returned proxy cards. You may vote by any one of the following methods.
Voting Methods:
• | Internet |
• | Written ballot—Complete and return proxy card in the mail |
• | In person—Attend and vote at the meeting |
On behalf of the Board of Directors: |
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Wenyu T. Blanchard |
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Chief Legal Officer, Corporate Secretary |
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Chicago, March 30, 2023 |
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Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 10, 2023:
The Proxy Statement and the 2022 Annual Report to Stockholders are available at http://www.cstproxy.com/spplus/2023 On this site, you will be able to access our 2023 Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and all amendments or supplements to the foregoing materials that are required to be furnished to stockholders. |
SP+ CORPORATION 2023 PROXY STATEMENT |
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SP PLUS CORPORATION
200 E. Randolph Street, Suite 7700
Chicago, Illinois 60601-7702
PROXY STATEMENT
2023 ANNUAL MEETING OF STOCKHOLDERS
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SP+ CORPORATION 2023 PROXY STATEMENT |
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2022 Management Incentive Compensation Program Payouts and Performance Analysis | 28 |
2022 Long-Term Incentive Plan Payouts and Performance Analysis | 28 |
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Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans | 36 |
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Values from Pay versus Performance Table Charted from 2020-2022 | 39 |
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Payments and Potential Payments Upon Termination or Change of Control | 41 |
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SP+ CORPORATION 2023 PROXY STATEMENT |
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SP+ CORPORATION 2023 PROXY STATEMENT |
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GENERAL INFORMATION
SP+ blends industry-leading technology and best-in-class operations to deliver mobility solutions that enable the efficient movement of people, vehicles and personal belongings. We are committed to elevating the consumer experience while meeting the objectives of our diverse client base across North America and Europe. We are a leading provider of technology-driven mobility solutions for aviation, commercial, hospitality, healthcare and institutional clients. As of December 31, 2022, we employed approximately 19,000 employees, including 12,400 full-time and 6,600 part-time employees.
A copy of our 2022 Annual Report to Stockholders (the “Annual Report”), which includes our Form 10-K for the year ended December 31, 2022, accompanies this Proxy Statement and has been posted on the Internet with this Proxy Statement.
Our main website address is www.spplus.com. We make available free of charge on the Investor Relations section of our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). We also make available through our website other reports filed with or furnished to the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), including our proxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Governance Guidelines for the Board of Directors, Code of Business Conduct, Code of Ethics for Certain Executives, and the charters of each of the Board’s committees. We do not intend for information made available through our website to be part of this Proxy Statement.
The SEC maintains an Internet site that contains reports, proxy statements and other information regarding issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
We use the terms “SP Plus,” “SP+,” “our company,” “the Company,” “we,” “our” and “us” in this Proxy Statement to refer to SP Plus Corporation and its consolidated subsidiaries unless the context otherwise requires.
Q: | Why am I receiving these materials? |
A: | Our Board of Directors (the “Board”) is soliciting your proxy for use at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 10, 2023. Under rules adopted by the SEC, we are now furnishing proxy materials on the Internet at http://www.cstproxy.com/spplus/2023, in addition to mailing paper copies of the Notice of Internet Availability and Proxy Card. These proxy materials are first being made available via the Internet on or about March 30, 2023, to holders of record of our common stock at the close of business on March 17, 2023 (the “Record Date”). Please note that SP Plus will commence mailing of the Notice of Internet Availability and proxy cards on or about March 30, 2023. |
Q: | When is the Annual Meeting? |
A: | We will hold the Annual Meeting on May 10, 2023 at 1:00 p.m., Central time, subject to any adjournments or postponements. |
Q: | Where will the Annual Meeting be held? |
A: | The Annual Meeting will be held at the AON Center, 200 East Randolph Street, 77th Floor, Chicago, IL 60601. |
Q: | What materials are being provided? |
A: | The Company is making available the following: |
| • | this Proxy Statement for the 2023 Annual Meeting; |
| • | a copy of our Annual Report, which includes our Form 10-K for the year ended December 31, 2022; and |
| • | a proxy card and voting instruction form for the Annual Meeting. |
Stockholders may obtain, free of charge, a copy of the exhibits to our Form 10-K by making a written request to our Investor Relations Team at SP Plus Corporation, Investor Relations, 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702, or by email at investor_relations@spplus.com.
Q: | Where can I find the 2022 audited financial statements for SP Plus? |
A: | The audited financial statements for our year ended December 31, 2022 are included in our Annual Report, which is available at www.cstproxy.com/spplus/2023 together with this Proxy Statement. You may also access these materials through our main website at www.spplus.com. |
SP+ CORPORATION 2023 PROXY STATEMENT |
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| GENERAL INFORMATION |
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Q: | What items will be voted on at the Annual Meeting? |
A: | Stockholders will vote on five items at the Annual Meeting: |
| • | to elect the following directors to serve on the Board of Directors: G Marc Baumann, Alice M. Peterson, Gregory A. Reid, Wyman T. Roberts, Diana L. Sands and Douglas R. Waggoner. (Proposal No. 1); |
| • | to consider and cast a non-binding advisory vote on a resolution approving the 2022 compensation paid to our named executive officers (Proposal No. 2); |
| • | to consider and cast a non-binding advisory vote on the frequency of the advisory vote on compensation of our named executive officers (Proposal No. 3); |
| • | to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023 (Proposal No. 4); and |
| • | to approve an amendment to our Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (Proposal No. 5). |
Q: | What are the Board’s voting recommendations? |
A: | The Board recommends that you vote your shares: |
| • | “FOR” each of the nominees named in this Proxy Statement to the Board (Proposal No. 1); |
| • | “FOR” the resolution approving, in a non-binding advisory vote, the 2022 compensation paid to our named executive officers (Proposal No. 2); |
| • | “ONE YEAR” on the non-binding advisory vote recommending the frequency of advisory votes on executive compensation (Proposal No. 3); |
| • | “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023 (Proposal No. 4); and |
| • | “FOR” the amendment to our Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (Proposal No. 5). |
Q: | What other matters might arise at the meeting? |
A: | At the date of this Proxy Statement, the Board does not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. The proxies named in the proxy card are authorized to vote in their discretion upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Q: | What happens if a director nominee is unable to stand for election? |
A: | If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote your shares for the substitute nominee. |
Q: | Who may vote at the Annual Meeting? |
A: | Each share of our common stock has one vote on each matter. Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were approximately 23,424,685 shares of our common stock outstanding. |
Q: | What is the difference between a stockholder of record and a beneficial owner of shares held in street name? |
A: | Stockholder of Record. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares of our common stock. |
Beneficial Owner of Shares Held in Street Name. If shares of our common stock are held by a broker, bank or other institution, serving as nominee, on your behalf (each referred to as a “broker”), you are considered the beneficial owner of those shares (sometimes referred to as being held in “street name”). If you are a beneficial owner but not a stockholder of record, you should follow the instructions provided by your broker, bank or other record holder to direct your broker on how to vote your shares.
Q: | If I am a stockholder of record of the Company’s shares, how do I vote? |
A: | Our stockholders of record may vote in person at the Annual Meeting or by proxy. There are two ways to vote by proxy: |
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In order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive the mailed proxy card prior to the start of the Annual Meeting. Additionally, Internet voting for stockholders will close at 11:59 p.m., Eastern time, on May 9, 2023.
SP+ CORPORATION 2023 PROXY STATEMENT |
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| GENERAL INFORMATION |
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Q: | If I hold my shares in street name, how do I vote? |
A: | If you hold your shares in street name, you may vote by following the instructions provided by your broker or, in order to vote in person at the Annual Meeting, you must comply with the procedures described below. |
Q: | What is the quorum requirement for the Annual Meeting? |
A: | A majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is called a quorum. Your shares will be counted as present for purposes of determining if there is a quorum if you: |
| • | are entitled to vote and you are present at the Annual Meeting; or |
| • | have properly voted on the Internet or by submitting a proxy card form by mail. |
If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained. For purposes of determining a quorum, abstentions and broker non-votes are counted as present.
Q: | How are proxies voted? |
A: | All shares represented by valid proxies received prior to the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. |
Q: | What happens if I do not give specific voting instructions? |
A: | Stockholders of Record. If you are a stockholder of record and you signed and returned a proxy card without giving specific voting instructions, then the persons named as proxy holders, Wenyu T. Blanchard and Ritu Vig, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. |
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will indicate on the proxy card that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”
Q: | Which ballot measures are considered “routine” or “non-routine”? |
A: | The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023 (Proposal No. 4) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and, therefore, no broker non-votes are expected to occur with respect to Proposal No. 4. |
The election of directors (Proposal No. 1), the non-binding advisory vote to approve compensation paid to our 2022 named executive officers (Proposal No. 2), the non-binding advisory vote on the frequency of the advisory vote on compensation of our named executive officers (Proposal No. 3) and the amendment to our Second Amended and Restated Certification of Incorporation to reflect new Delaware law provisions regarding officer exculpation (Proposal No. 5) are considered non-routine matters under applicable rules. A broker or other nominee may not vote without instructions on non-routine matters, and, therefore, broker non-votes may occur with respect to Proposals No. 1, No. 2, No. 3, and No. 5.
Q: | What is the voting requirement to approve each of the proposals? |
A: | With respect to the election of directors (Proposal No. 1), our bylaws currently provide for a plurality voting standard. Accordingly, under the plurality voting standard, the six nominees receiving the highest number of affirmative votes will be elected as directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. In other words, because there are no other nominees for election as directors other than the persons named in the enclosed proxy card and assuming each of those persons receives at least one vote, all of them will be re-elected to our Board. A properly executed proxy marked “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. |
The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote will be required to approve, in a non-binding advisory vote, the compensation paid to our 2022 named executive officers (Proposal No. 2).
The frequency of the advisory vote on executive compensation (Proposal No. 3) receiving the greatest number of votes (every one, two or three years) will be considered the frequency recommended by stockholders.
Although the advisory votes on Proposals No. 2 and No. 3 are non-binding, our Board will review the voting results and will take them into account in making a determination concerning executive compensation and the frequency of such advisory votes.
SP+ CORPORATION 2023 PROXY STATEMENT |
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| GENERAL INFORMATION |
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The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote will be required to ratify the appointment of our independent registered public accounting firm (Proposal No. 4).
The affirmative vote of holders of a majority of the outstanding shares of stock entitled to vote on the proposal will be required to approve the amendment to our Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (Proposal No. 5).
Q: | How are broker non-votes and abstentions treated? |
A: | Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. With respect to Proposals No. 1 and No. 3, broker non-votes and abstentions would have no effect on the Proposals. With respect to Proposals No. 2 and No. 4, abstentions have the same effect as votes cast AGAINST each such matter and broker non-votes would have no effect on the Proposals. With respect to Proposal No. 5, abstentions and broker non-votes have the same effect as votes AGAINST the matter. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will be considered as present and entitled to vote, but will have no effect on the vote with respect to that matter. |
Q: | Can I change my vote after I have voted? |
A: | You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may change your vote on a later date via the Internet (in which case only your latest Internet proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Annual Meeting to our Chief Legal Officer at 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702. |
Q: | As a stockholder, do I have dissenters’ or appraisal rights if I object to any of the proposals? |
A: | No. Our stockholders do not have rights of appraisal or similar rights of dissenters with respect to any of the proposals being presented at the Annual Meeting. |
Q: | Who will serve as the inspector of election? |
A: | Continental Stock Transfer and Trust, our transfer agent, has agreed to provide a representative to act as our Inspector of Election at the Annual Meeting and to assist us in tabulating stockholder votes. |
Q: | Is my vote confidential? |
A: | Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our company or to third parties, except: |
| • | as necessary to meet applicable legal requirements; |
| • | to allow for the tabulation and certification of votes; or |
| • | to facilitate a successful proxy solicitation. |
Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to our management and the Board.
Q: | Who is paying for the cost of this proxy solicitation? |
A: | We are paying the costs of the solicitation of proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Annual Meeting and will pay Morrow Sodali LLC an estimated fee of $6,000, plus any disbursements. The address of Morrow Sodali LLC is 333 Ludlowe Street, 5th Floor, South Tower, Stamford, Connecticut 06902. |
In addition to this notice, the Company encourages banks, brokers and other custodians, nominees and fiduciaries to supply proxy materials to beneficial owners, and reimburses them for their expenses. In addition to soliciting proxies by mail, certain of our directors, officers and regular employees, without any additional compensation, may solicit proxies on our behalf.
All costs of this solicitation will be borne by the Company.
Q: | How can I attend the Annual Meeting? |
A: | Only stockholders as of the Record Date are entitled to attend the Annual Meeting. You must present valid identification containing a photograph, such as a driver’s license or passport. If you are the stockholder of record, your name will be verified against a list of stockholders of record on the Record Date prior to being admitted to the Annual Meeting. If you hold your shares indirectly through a broker, you must bring (i) an acceptable form of identification, such as a driver’s license, (ii) a “legal proxy” form from the broker, and (iii) an account statement or other acceptable evidence showing that you were the beneficial owner of shares of our common stock on the Record Date. |
Q: | What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the next annual meeting of stockholders? |
A: | Requirements for Stockholder Proposals to Be Considered for Inclusion in our 2024 Proxy Materials. Stockholder proposals to be considered for inclusion in the form of proxy relating to the 2024 annual meeting of stockholders must be received no later than December 1, 2023. In addition, all proposals will need to comply with Rule 14a-8 under the Exchange Act, which lists requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to our company’s Chief Legal Officer by mail at 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702. |
SP+ CORPORATION 2023 PROXY STATEMENT |
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| GENERAL INFORMATION |
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Requirements for Stockholder Proposals to Be Brought Before the Next Annual Meeting of Stockholders and Director Nominations. Notice of any proposal that a stockholder intends to present at the 2024 annual meeting of stockholders, but does not intend to have included in the proxy statement and form of proxy relating to the 2024 annual meeting of stockholders, as well as any director nominations, must be delivered to our company’s Chief Legal Officer by mail at 200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702, not earlier than the close of business on December 12, 2023 and not later than the close of business on January 11, 2024. In addition, the notice must set forth the information required by our bylaws with respect to each director nomination or other proposal that the stockholder intends to present at our 2024 annual meeting.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our Board of Directors’ nominees must provide notice that sets forth any additional information required by Rule 14a-19 under the Exchange Act in accordance with the advance notice procedure as described above.
Q: | Where are our principal executive offices located and what is our main telephone number? |
A: | Our headquarters are located at 200 E. Randolph Street, Suite 7700, Chicago Illinois 60601-7702. Our telephone number is 312-274-2000. You may contact our Investor Relations Team at this address or by email at investor_relations@spplus.com. |
Q: | What is our company’s fiscal year? |
A: | Our fiscal year is the calendar year beginning on January 1 and ending on December 31. |
SP+ CORPORATION 2023 PROXY STATEMENT |
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PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The first proposal to be voted on at the Annual Meeting is the election of six directors. The following information about the business background of each person nominated by the Board of Directors (the “Board”) has been furnished to the Company by the director nominees. Our Board currently consists of six members who are elected annually. The following individuals are being nominated to serve as directors:
G Marc Baumann |
| Gregory A. Reid |
| Diana L. Sands |
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Alice M. Peterson |
| Wyman T. Roberts |
| Douglas R. Waggoner |
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All of the nominees are current SP Plus directors. If elected, each director will serve until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier resignation, removal or death. You may cast your vote in favor of electing the nominees as directors or withhold your vote on one or more nominees.
| OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE BOARD’S SIX NOMINEES. |
When the accompanying proxy is properly executed and returned, the shares it represents will be voted in accordance with the directions indicated thereon or, if no direction is indicated, the shares will be voted in favor of the election of the six nominees identified below. We expect each nominee to be able to serve if elected, but, if any nominee notifies us before the Annual Meeting that he or she is unable to do so, then the proxies will be voted for the remainder of those nominated and, as designated by the directors, may be voted (i) for a substitute nominee or nominees, or (ii) to elect such lesser number to constitute the whole Board as equals the number of nominees who are able to serve.
SP+ CORPORATION 2023 PROXY STATEMENT |
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BOARD MATTERS
The composition of our nominees to the Board represents a range of qualifications, experiences and skills that will bring diversity of experience and thought to our Board. Described below are certain individual skills that contribute to this.
Board Skills and Diversity
SP+ CORPORATION 2023 PROXY STATEMENT |
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| BOARD MATTERS |
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Nominees for Director
Nominees are set forth below.
G Marc Baumann Age: 67
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| Mr. Baumann has served as our Chairman of the Board since May 2021, our President since March 2014 and as Chief Executive Officer and a director since January 1, 2015. Mr. Baumann served as our Chief Operating Officer from March 2014 through December 2014, Chief Financial Officer and Treasurer from October 2000 to March 2014, President of Urban Operations from October 2012 to March 2014, and Executive Vice President from October 2000 to October 2012. Mr. Baumann holds a B.S. degree from Northwestern University and an M.B.A. degree from the Kellogg School of Management at Northwestern University.
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| Qualifications: In addition to the qualifications described above, our Board believes that Mr. Baumann’s extensive industry knowledge in transportation and mobility and his deep knowledge of the Company allow him to contribute unique strategic insights to the Board. | |
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Alice M. Peterson Age: 70
Board Committees: • Audit Committee (Chair) • Executive Committee • Nominating and Corporate Governance Committee
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| Ms. Peterson has served as a director since March 2018. She has been the President of Kentucky Heritage Hemp Company LLC since 2021. From 2020 to 2021, Ms. Peterson was the principal of The Loretto Group, a consultancy focused on sustainably profitable business growth. From 2019 to 2020, Ms. Peterson served as the Executive Vice President of Operations for Fluresh LLC, a grower and seller of cannabis products. Prior to that, Ms. Peterson was the President of The Loretto Group from 2016 through 2018. From 2012 through 2015, she served as Chief Operating Officer of PPL Group and Big Shoulders Capital, both private equity firms with common ownership. From 2009 to 2010, Ms. Peterson served as the Chief Ethics Officer of SAI Global, a provider of compliance and ethics services, and was a special advisor to SAI Global until 2012. Ms. Peterson served as a director of RIM Finance, LLC, a wholly owned subsidiary of Research in Motion, Ltd., the maker of the Blackberry™ handheld device, from 2000 to 2013. Ms. Peterson served as a director of Patina Solutions, which provides professionals with a flexible basis to help companies achieve their business objectives, from 2012 to 2013. Ms. Peterson served as a director of the general partner of Williams Partners L.P. and its predecessor (a diversified master limited partnership focused on natural gas transportation; gathering, treating and processing; storage; natural gas liquid fractionation; and oil transportation) from 2005 to 2018 and served as the chair of its audit committee and was a member of the conflicts committee. Ms. Peterson previously served as a director of Navistar Financial Corporation, a wholly owned subsidiary of Navistar International (a manufacturer of commercial and military trucks, diesel engines and parts), Hanesbrands Inc. (an apparel company), TBC Corporation (a marketer of private branded replacement tires), and Fleming Companies (a supplier of consumer package goods). Ms. Peterson holds a B.A. degree from the University of Louisville and an M.B.A. in Finance from Vanderbilt University.
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| Qualifications: In addition to the qualifications described above, our Board believes that Ms. Peterson’s financial and accounting, corporate governance, securities and capital markets, executive leadership, strategy development and risk management, and operating experience are particularly important attributes for a director of our company. | |
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Gregory A. Reid Age: 70
Board Committees: • Audit Committee • Compensation Committee |
| Mr. Reid has served as a director since May 2017. He has served as President of BoomDeYada, LLC, a brand development consultancy group, since October 2011. Prior to founding BoomDeYada, Mr. Reid held various marketing and sales positions at YRC Worldwide, Inc., a transportation and global logistics company, including as Senior Vice President of sales and marketing from 1997 to 2001, Senior Vice President and Chief Marketing Officer from 2001 to 2006, and Executive Vice President and Chief Marketing Officer from 2007 to 2011. From 1994 to 1997, Mr. Reid served as a Vice President and General Manager for the Integrated Logistics Division of Ryder System Inc. Mr. Reid holds a Bachelor of Business Administration degree in Marketing from the University of Cincinnati.
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| Qualifications: In addition to the qualifications described above, our Board believes that Mr. Reid’s strategic planning experience, marketing experience and leadership in the transportation and logistics industry are particularly important attributes for a director of our company. | |
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Wyman T. Roberts Age: 63
Board Committees: • Compensation Committee (Chair) • Executive Committee • Nominating and Corporate Governance Committee |
| Mr. Roberts has served as a director since April 2015. He retired in 2022 as President and Chief Executive Officer of Brinker International, Inc., a position he held since January 2013, and as President of Chili’s Grill & Bar, a position he held since September 2018. Mr. Roberts served as a director of Brinker International, Inc., from February 2013 to May 2022. From November 2009 to June 2016, Mr. Roberts served as President of Chili’s Grill & Bar. He served in various other executive roles at Brinker International from August 2005 to October 2009, including serving as President of Maggiano’s Little Italy and Chief Marketing Officer. Mr. Roberts served as Executive Vice President and Chief Marketing Officer for NBC’s Universal Parks & Resorts from December 2000 until August 2005. Mr. Roberts has a Bachelor’s degree in Finance and an M.B.A. from Brigham Young University.
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| Qualifications: In addition to the qualifications described above, our Board believes that Mr. Roberts’ understanding of technology-based marketing and experience managing a large workforce are particularly important attributes for a director of our company. | |
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Diana L. Sands Age: 57
Board Committees: • Audit Committee • Compensation Committee
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| Ms. Sands has served as a director since May 2021. Ms. Sands has been a member of the Board of Directors for PDC Energy, Inc. since February 2021 and for Vmo Aircraft Leasing since September 2022. Prior to that, from 2016 to 2020, Ms. Sands was an executive officer and Senior Vice President of the Office of Internal Governance and Administration at The Boeing Company and the Senior Vice President of the Office of Internal Governance from 2014 to 2016, where she oversaw a diverse team including internal audit, ethics & investigations, compliance risk management, security and internal services. Since joining Boeing in 2001, Ms. Sands held senior finance roles, including Corporate Controller from 2012 to 2014 and Vice President of Investor Relations from 2008 to 2012. She also led financial planning and analysis and worked in corporate treasury. Prior to that, Ms. Sands held various roles at General Motors Corporation. Ms. Sands has a Master's in Business Administration from Northwestern's Kellogg School of Management, and a Bachelor's in Business Administration from University of Michigan's Ross Business School. |
| Qualifications: In addition to the qualifications described above, our Board believes that Ms. Sands’ understanding of technology, corporate strategy, ethics, compliance and governance, along with her deep financial expertise are particularly important attributes for a director of our company. | |
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Douglas R. Waggoner Age: 64
Board Committees: • Compensation Committee • Executive Committee (Chair) • Nominating and Corporate Governance Committee (Chair) |
| Mr. Waggoner has served as our Lead Independent Director since May 2021 and as a director since April 2015. He has served as Chief Executive Officer of Echo Global Logistics, Inc., a provider of a wide range of transportation and logistics services, since December 2006. He was a board member of Echo from February 2008 to 2021, and was Chairman of the board from June 2015 to 2021. Prior to joining Echo, Mr. Waggoner founded SelecTrans, LLC, a transportation management system software provider based in Chicago, Illinois. From April 2004 to December 2005, Mr. Waggoner served as Chief Executive Officer of USF Bestway, and from January 2002 to April 2004 he served as Senior Vice President of strategic marketing for USF Corporation. Mr. Waggoner holds a Bachelor’s degree in Economics from San Diego State University.
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| Qualifications: In addition to the qualifications described above, our Board believes that Mr. Waggoner’s technology experience and leadership in the transportation and logistics industry are particularly important attributes for a director of our company. | |
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Nomination Process
Identifying Candidates
In evaluating candidates for Board membership, the Nominating and Corporate Governance Committee has assessed the contribution that the candidate’s skills and expertise will make with respect to guiding and overseeing our strategy and operations. The Nominating and Corporate Governance Committee seeks candidates who have the ability to develop a deep understanding of our business and the time and judgment to effectively carry out their responsibilities as members of our Board.
When considering candidates for our Board, the Nominating and Corporate Governance Committee seeks to recommend candidates for our Board that possess a diversity of professional experience, education and other individual qualities and attributes, including diversity in the areas of gender, ethnicity, race, sexual orientation and age, in an effort to contribute to Board diversity.
When our Board has a director opening, the Nominating and Corporate Governance Committee may retain an executive search firm to assist the Board with identifying and evaluating director candidates. The primary functions served by the executive search firm include identifying potential candidates who meet the key attributes, experience and skills described under “Criteria for Board Membership” below, as well as compiling information regarding each candidate’s attributes, experience, skills and independence and conveying the information to the Nominating and Corporate Governance Committee. Numerous candidates are considered as a result of these searches.
Stockholder Recommendations
If you would like to recommend a future nominee for Board membership, you can submit a written recommendation with the name and other pertinent information of the nominee to: Douglas R. Waggoner, Chair of the Nominating and Corporate Governance Committee, c/o SP Plus Corporation, 200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702, Attention: Chief Legal Officer.
Criteria for Board Membership
The Nominating and Corporate Governance Committee has established certain minimum qualification criteria for our director nominees, including:
• | The highest personal and professional ethics, integrity, and honesty, and a commitment to acting in the best interest of the stockholders; |
• | An inquisitive and objective perspective and mature judgment; |
• | Sufficient time available to fulfill all Board and committee responsibilities; |
• | Diversity of viewpoints, background and experience, including at policy-making levels in business, government, education and technology, and in areas that are relevant to our activities; and |
• | Experience in positions with a high degree of responsibility and leadership roles in the companies or institutions with which they are affiliated. |
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OUR CORPORATE GOVERNANCE PRACTICES
General
Our business is managed by our employees under the direction and oversight of our Board. Except for Mr. Baumann, none of our directors is currently an employee of our company. We keep Board members informed of our business through discussions with management, materials we provide to them, visits to our offices, and their participation in Board and Board committee meetings.
Our Board has adopted Governance Guidelines for the Board of Directors (“Governance Guidelines”) that, along with the charters of the principal Board committees and our Code of Business Conduct and Code of Ethics for Certain Executives, provide the framework for the governance of our Company. Complete copies of our Governance Guidelines, the charters of our principal Board committees, our Code of Business Conduct, Code of Ethics and other corporate governance documents may be found on our Investor Relations page at www.spplus.com. Information contained on our website is not part of this Proxy Statement. Our Nominating and Corporate Governance Committee regularly reviews corporate governance developments and modifies these policies as warranted.
We believe that open, effective, and accountable corporate governance practices are key to our relationship with our stockholders. To help our stockholders understand our commitment to this relationship and our governance practices, our Governance Guidelines and certain other of our governance practices are summarized below.
Director Independence
The rules of the Nasdaq Stock Market LLC (“Nasdaq”) require listed companies to have a board of directors with at least a majority of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.” On an annual basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under Nasdaq listing standards and our Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional SEC and Nasdaq independence requirements. Our Board has adopted guidelines setting forth certain categories of transactions, relationships and arrangements that it has deemed immaterial for purposes of making its determination regarding a director’s independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.
Our Board has determined that each of the following director nominees is independent under the applicable Nasdaq listing rules and under our Governance Guidelines: Alice M. Peterson, Gregory A. Reid, Diana L. Sands, Wyman T. Roberts and Douglas R. Waggoner. Mr. Baumann is not considered independent because he is our President and Chief Executive Officer (“CEO”).
The Board limits membership on the Audit Committee, the Compensation Committee, Executive Committee, and the Nominating and Corporate Governance Committee to independent directors, and all directors serving on such committees have been determined to be independent. Our Governance Guidelines require any director who has previously been determined to be independent to inform the Chair, Lead Independent Director and our Corporate Secretary of any change in his or her principal occupation or status as a member of the Board of any other public company, or any change in circumstance that may cause his or her status as an independent director to change.
Board Leadership Structure
In accordance with our bylaws, our Board elects our Chair and our CEO. Our Governance Guidelines do not require that the roles of Chair and CEO be held by separate individuals, giving the Board flexibility to make a determination when it elects a new Chair or CEO. Mr. Baumann serves as Chairman of the Board and CEO and Mr. Waggoner serves as the Lead Independent Director. The Board believes that having a Chair and a separate Lead Independent Director is appropriate at present.
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The Lead Independent Director’s roles and responsibilities are detailed in the Corporate Governance Guidelines and include:
| • | coordinating with the CEO and Chair to develop meeting agenda and approving final meeting agendas, ensuring there is sufficient time to discuss all agenda items; |
| • | coordinating with the CEO and Chair on the materials sent to the Board, including but not limited to the scope, quality and timeliness of the information, and approving final meeting materials; |
| • | calling closed sessions of the independent directors; |
| • | chairing closed sessions of the independent directors; |
| • | leading Board meetings in the absence of the Chair; |
| • | if requested by major stockholders, ensuring that he is available for consultation and direct communication; and |
| • | leading the annual Board self-assessment, including acting on director feedback as needed. |
In addition, the Lead Independent Director conducts interviews to confirm the continued qualification and willingness to serve of each director whose term is expiring at an annual meeting prior to the time at which directors are nominated for re-election.
Committee Responsibilities
Board committees help our Board run effectively and efficiently and supplement, but do not replace, the oversight of our Board as a whole. There are currently four principal Board committees: the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating and Corporate Governance Committee. The Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance meet regularly; the Executive Committee meets on an as-needed basis. Each committee has a written charter that has been approved by our Board. In addition, at each regularly scheduled Board meeting, a member of each committee reports on any significant matters addressed by the committee since the last Board meeting. Each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations.
Board’s Role in Risk Oversight
Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic, financial, legal and regulatory, operational, and other risks, such as the impact of competition and climate change. Management is responsible for the day-to-day management of the risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed.
The Company has an established enterprise risk management process, which identifies key risks to the business and the Board is actively involved in the oversight of key risks inherent in our business. In addition, the Board routinely reviews the Company’s strategic plan and the related key risks, including the output of the Company’s enterprise risk management process. The Board and the Audit Committee have responsibility for oversight of cybersecurity matters. In this regard, both the Board and Audit Committee are briefed regularly on cybersecurity matters, including information security, technology risks, and any significant cyber incidents, and meet regularly with the Company’s Chief Information Security Officer on cybersecurity matters.
Role of Committees in Risk Oversight
While the Board is ultimately responsible for risk oversight, the Board receives regular updates from each of the Committees of the Board to which it has delegated oversight for specific risk areas. The Audit Committee oversees risks related to the Company’s financial statements, financial reporting processes, including our internal controls, cybersecurity risk and compliance with certain legal and regulatory requirements, among other risks. The Nominating and Corporate Governance Committee is responsible for overseeing risks related to our governance structure and environment, social and governance issues, among others. The Compensation Committee is responsible for managing risks related to attracting and retaining key employees to develop and execute the Company’s strategic priorities, which includes oversight of succession planning and design of the Company’s compensation programs applicable to senior management.
The Audit Committee’s charter provides that it will discuss our major risk exposures, including financial, operational, privacy, security, business continuity, legal, cybersecurity and regulatory risks, and the steps we have taken to detect, monitor, and actively manage such exposures. The Audit Committee reviews with our Vice President of Internal Audit significant legal, compliance and regulatory matters that could have a material impact on our financial statements or our business, including material notices to, or inquiries received from, governmental agencies.
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In fulfilling its risk oversight responsibilities, the Board and each Committee receives regular updates from management and has full access to management, as well as the ability to retain outside advisors as it deems necessary. The Chair of each Committee regularly reports back to the full Board on the areas of oversight under the purview of his or her Committee.
Management’s Role in Risk Oversight
Our Vice President of Internal Audit is responsible for our internal audit function and our risk governance framework, which includes risk assessment, monitoring, and reporting. The Vice President of Internal Audit reports directly to the Audit Committee. The Vice President of Internal Audit facilitates the Audit Committee’s review and approval of the internal audit plan and provides regular reporting on audit activities. In addition, through consultation with management, the Vice President of Internal Audit periodically assesses major risks facing our company and coordinates with the executives responsible for such risks through the risk governance process. The Vice President of Internal Audit periodically reviews with the Audit Committee the major risks facing our company and the steps management has taken to detect, monitor, and manage those risks within agreed risk tolerances. The executive responsible for managing a particular risk may also report to the Audit Committee on how the risk is being managed and progress towards agreed mitigation goals.
Risk Assessment of Compensation Policies and Practices
Our management has assessed the compensation policies and practices for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company. This analysis was presented to the Audit Committee and the Compensation Committee, both of which agreed with this conclusion.
Attendance at Annual Meetings
All directors are expected to attend our annual meeting of stockholders unless a Board meeting is not scheduled immediately following the annual meeting of stockholders. Our last annual meeting of stockholders was held on May 11, 2022, and all director nominees who were serving on our Board as of that date attended.
Executive Sessions of Independent Directors
As part of each regularly scheduled Board meeting, the outside directors have the opportunity to meet without our management or any director who is not independent. The Lead Independent Director leads these sessions.
Board Compensation
Board compensation is determined by the Compensation Committee and consists of a mixture of equity compensation and cash compensation. The Compensation Committee reviews Board compensation annually. A more detailed description of current Board compensation can be found under the heading “Non-Employee Director Compensation” below.
Outside Advisors
Our Board and each of its committees may retain outside advisors and consultants of their choosing at the Company’s expense. Our Board need not obtain management’s consent to retain outside advisors. In addition, the committees need not obtain either our Board’s or management’s consent to retain outside advisors.
Conflicts of Interest
We expect our directors, executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend upon the good judgment, ethical standards, and personal integrity of each director, executive, and employee. Our Governance Guidelines prohibit a director from serving on the board, or in a senior executive role, of another company that would create a significant conflict of interest. In order to better protect our stockholders and us, we regularly review our Governance Guidelines, Code of Business Conduct, Code of Ethics and other corporate governance policies to ensure that they provide clear guidance to our directors, executives, and employees. In addition, on an annual basis, each director and each executive officer is obligated to complete a questionnaire that requires disclosure of any transaction with us in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest.
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Board Effectiveness and Director Performance Reviews
It is important that the Board and its committees are performing effectively and in the best interests of our company and stockholders. The Board performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chair or Lead Independent Director, as applicable, then follows up on this feedback and takes such further action as he or she deems appropriate.
Succession Planning
Our Board recognizes the importance of effective executive leadership to our success, and we review succession plans for our senior leadership positions at least annually. As part of this process, our Board reviews and discusses the capabilities of our senior leadership, as well as succession planning and potential successors for members of our executive staff, including our CEO. In conducting this review, the Board considers, among other factors, organizational and operational needs, competitive challenges, leadership/management potential and development, and emergency situations. The Board has also developed a set of guiding principles relating to Board membership, including the addition of directors with highly relevant professional experience.
Independent Registered Public Accounting Firm Independence
We have taken a number of steps to ensure continued independence of our outside independent registered public accounting firm. Our independent registered public accounting firm reports directly to the Audit Committee, and we limit the use of our independent registered public accounting firm for non-audit services. The fees for services provided by our independent registered public accounting firm in 2022 and 2021 and our policy on pre-approval of non-audit services are described under “Audit Committee Disclosure” below.
Related-Party Transaction Policy
As part of its oversight responsibilities, the charter of our Audit Committee requires that the Audit Committee review all related-party transactions for potential conflicts of interest. In addition, our Board has adopted our Related Party Transaction Policy that requires the Audit Committee to review all transactions between our company and our executive officers, directors, principal stockholders and other related persons for potential conflicts involving amounts in excess of $5,000. This policy is available on the Investor Relations portion of our website.
Codes of Conduct and Ethics
We have adopted a Code of Ethics as part of our compliance program. The Code of Ethics applies to our CEO, Chief Financial Officer, Principal Accounting Officer and all other persons performing similar functions on behalf of our company. In addition, we have adopted a Code of Business Conduct that applies to all of our officers and other employees. Any amendments to, or waivers from, our Code of Ethics for any executive officer will be posted on our website www.spplus.com. These codes are available on the Investor Relations portion of our website and copies will be provided to you without charge upon request to investor_relations@spplus.com.
Human Capital Management
Central to our ability to execute on our business strategy is the commitment of our employees to delivering excellence in execution of all aspects of our day-to-day operations. Our aim is to deliver professional, high-quality services through well-trained, service-oriented personnel, which we believe differentiates us from our competitors. Our culture and training programs place a continuing focus on operational excellence. To support our focus on operational excellence, we manage our human capital through a comprehensive, structured program that allows our employees to refine their skills and access continued training and career development opportunities. We evaluate the competencies and performance of all of our key operations and administrative support personnel on an annual basis. We have also dedicated significant resources to human capital management and provide comprehensive training for our employees, delivered through the use of our web-based SP+ University™ learning management system, in addition to facilitated classes. This investment in our people provides our employees with continued training and career development opportunities, in addition to promoting customer service and client retention. Our compensation plans are designed to attract, retain and motivate top talent in our industry.
We strive to create an inclusive environment which promotes diversity across our organization and a safe and engaging work environment where our employees have the opportunity to succeed and grow. Our Women’s Advisory Forum was founded in 2013 to foster growth, leadership and success for women across our organization. In 2020, we launched our Inclusion Council, which reports to the CEO and is charged with setting the Company’s diversity, equity and inclusion strategy and developing related priorities.
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The health and safety of our employees is of paramount importance. Because safety is the responsibility of all our employees, each employee is expected to take all safety and health polices seriously and help enforce these policies within the workplace. We maintain comprehensive health and safety protocols to ensure that appropriate safety precautions are in place.
In addition, we are frequently engaged in collective bargaining negotiations with various union locals. No single collective bargaining agreement covers a material number of our employees. We believe that our employee relations are generally healthy, as evidenced by higher than average rate of tenure and rate of internal promotions.
Insider Trading Restrictions
Our insider trading policy prohibits directors, officers, employees, consultants and certain of their family members (“Covered Persons”) from transactions involving securities, other than certain excluded transactions (such as certain stock option exercises, vesting of restricted stock and gifts), whether such securities were issued by us or another company, while such Covered Person is aware of material non-public information relating to the issuer of the security or from providing such material non-public information to any person who may trade while aware of such information. Trades in our securities by directors and executive officers are prohibited during certain prescribed blackout periods and are required to be pre-cleared by appropriate company personnel.
Hedging and Pledging Policy
Our insider trading policy prohibits Covered Persons from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits Covered Persons from pledging SP Plus common stock as collateral for any loans.
Communicating with our Board
Our Board welcomes your questions and comments. If you would like to communicate directly with our Board, or our independent directors as a group, then you may submit your communication to our Chief Legal Officer, SP Plus Corporation, 200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601-7702. All appropriate communications and concerns will be forwarded to our Chair, Lead Independent Director, or our independent directors as a group, as applicable.
Corporate Hotline
We have established a corporate hotline and an internal web-based reporting application to allow any employee to confidentially and anonymously lodge a complaint about any accounting, environmental, internal control, auditing, or (where legally permissible) other matters of concern. A copy of our whistleblower policy is set forth on the Investor Relations section of our website.
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BOARD COMMITTEES AND MEETINGS
The Board
Our Board expects that its members will diligently prepare for, attend and participate in all Board and applicable committee meetings. Directors are also expected to become familiar with our management team and operations as a basis for discharging their oversight responsibilities. During 2022, our Board held eight meetings. Each of the directors who served during 2022 attended all of our Board meetings held during his or her tenure.
Committees of the Board
In 2022, our Board had four standing committees to facilitate and assist our Board in the execution of its responsibilities: the Audit Committee, the Compensation Committee, the Executive Committee, and the Nominating and Corporate Governance Committee. Each of these committees operates pursuant to a written charter, which is available in the Corporate Governance section of our website, accessible through our Investor Relations page at www.spplus.com.
Audit Committee
The Audit Committee has three members: Alice M. Peterson, who serves as Chair, Gregory A. Reid, and Diana L Sands. Our Board has determined that all members of the Audit Committee meet Nasdaq’s financial literacy and independence requirements, and that Ms. Peterson and Ms. Sands each qualify as an “audit committee financial expert” for purposes of the rules and regulations of the SEC. We limit the number of public-company audit committees on which any Audit Committee member may serve to three. Our Board will continue to monitor and assess the audit committee memberships of our Audit Committee members on a regular basis.
The Audit Committee’s primary duties and responsibilities are to:
• | meet with our independent registered public accounting firm to review the results of the annual audit and to discuss our financial statements, including the independent registered public accounting firm’s judgment about the quality of accounting principles, the reasonableness of significant judgments, the clarity of the disclosures in our financial statements, our internal control over financial reporting, and management’s report with respect to internal control over financial reporting; |
• | meet with our independent registered public accounting firm to review the interim financial statements prior to the filing of our Quarterly Reports on Form 10-Q and Annual Report on 10-K; |
• | recommend to our Board the independent registered public accounting firm to be retained by us; |
• | oversee the independence of the independent registered public accounting firm; |
• | evaluate the independent registered public accounting firm’s performance; |
• | review and approve the services of the independent registered public accounting firm; |
• | receive and consider the independent registered public accounting firm’s comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls, including our system to monitor and manage business risks and legal and ethical compliance programs; |
• | approve the Audit Committee Report for inclusion in our proxy statement; |
• | approve audit and non-audit services provided to us by our independent registered public accounting firm; |
• | consider conflicts of interest and review all transactions with related persons involving executive officers or Board members that are reasonably expected to exceed specified thresholds; |
• | meet with our Chief Legal Officer to discuss legal matters that may have a material impact on our financial statements or our compliance policies and with other members of management to discuss other areas of risk to our company; |
• | meet with management, the Vice President of Internal Audit and the independent registered public accounting firm to discuss any matters that the Audit Committee or any of these persons or firms believes should be discussed; and |
• | review and approve our policies and decisions about using and entering into swaps. |
A complete description of the Audit Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our website, accessible through our Investor Relations page at www.spplus.com.
The Audit Committee held seven meetings in 2022. Each of the directors who served on the Audit Committee during 2022 attended all of the meetings held during his or her tenure.
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Compensation Committee
The Compensation Committee consists of four directors: Wyman T. Roberts, who serves as Chair, Gregory A. Reid, Diana L. Sands, and Douglas R. Waggoner. Our Board has determined that all members of the Compensation Committee are independent. The Compensation Committee’s primary duties and responsibilities are to:
• | review and discuss with management the Compensation Discussion and Analysis section of the proxy statement; |
• | assist in defining a total compensation policy for our executives that among others, supports our overall business strategy and objectives, attracts and retains key executives, links total compensation with business objectives and organizational performance, and provides competitive total compensation opportunities at a reasonable cost; |
• | act on behalf of our Board in setting executive compensation policy, administer compensation plans approved by our Board and stockholders, and make decisions or develop recommendations for our Board with respect to the compensation of key executives; |
• | review and determine the annual base salary levels, annual incentive opportunity levels, long-term incentive opportunity levels, executive perquisites, employment agreements, change of control and severance provisions/agreements, benefits, and supplemental benefits of the named executive officers (“NEOs”); |
• | review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine the CEO’s compensation level based on this evaluation; evaluate the CEO’s and other key executives’ compensation levels and payouts against pre-established performance goals and objectives, an appropriate peer group, and the awards given to the CEO or other executives in past years; |
• | review and oversee compliance with stock ownership requirements for senior executives and non-employee directors; |
• | review compensation policies and practices applicable to all employees as they relate to risk management and determine whether the risks arising from these compensation policies and practices are reasonably likely to have a material adverse effect; |
• | approve all compensation consultant engagement fees and terms, including engagements with compensation consultants involving services in addition to executive and director compensation; and |
• | prepare a report to be included in our proxy statement and provide other regular reports to our Board. |
A complete description of the Compensation Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page at www.spplus.com.
The Compensation Committee held three meetings in 2022. Each of the directors who served on the Compensation Committee during 2022 attended all of the meetings held during his or her tenure.
Compensation Committee Interlocks and Insider Participation. During 2022, none of the members of the Compensation Committee served, or have at any time served, as an officer or employee of our company or any of our subsidiaries. In addition, none of our executive officers have served as a member of a board of directors or a compensation committee, or other committee serving an equivalent function, of any other entity of whose executive officers served as a member of our Board or our Compensation Committee. Accordingly, the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.
In addition, none of our directors serve together on both the Board and any other public company boards or any committee thereof.
Executive Committee
The Executive Committee currently consists of three directors: Douglas R. Waggoner, who serves as Chair, Alice M. Peterson, and Wyman T. Roberts. Our Board has determined that all members of the Executive Committee are independent. The Executive Committee’s primary duties and responsibilities include:
• | exercising some or all powers of our Board between regularly scheduled meetings; |
• | conducting the evaluation of the performance of the CEO, reviewing his compensation and making recommendations regarding changes in compensation to the Compensation Committee; |
• | serving as a sounding board for management on emerging issues, problems and initiatives; and |
• | reporting to our Board at the Board’s next meeting on any official actions it has taken. |
SP+ CORPORATION 2023 PROXY STATEMENT |
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| BOARD COMMITTEES AND MEETINGS |
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Notwithstanding the foregoing, the Executive Committee does not have the powers of our Board for:
• | those matters that are expressly delegated to another committee of our Board; |
• | approving or adopting, or commending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware (“DGCL”) or our Certificate of Incorporation (the “Certificate”) to be submitted to the stockholders; |
• | adopting, amending or repealing any of our bylaws; |
• | electing officers or filling vacancies on our Board or any committee of our Board; |
• | declaring a dividend, authorizing the issuance of stock (except pursuant to specific authorization by our Board), or such other powers as our Board may from time to time eliminate; and |
• | any other matters that, under the DGCL, the Certificate or our bylaws cannot be delegated by our Board to a committee. |
A complete description of the Executive Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page at www.spplus.com.
The Executive Committee held no meetings in 2022.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of three directors: Douglas R. Waggoner, who serves as Chair, Alice M. Peterson, and Wyman T. Roberts. Our Board has determined that all members of the Nominating and Corporate Governance Committee are independent. The Nominating and Corporate Governance Committee’s primary duties and responsibilities are to:
• | have general responsibility for Board selection, including the identification of qualified candidates for Board membership, taking into account gender and age diversity as well as diversity of professional experience, education and other individual qualities and attributes that will contribute to Board heterogeneity; |
• | recommend to our Board the directors to serve on each committee of our Board; |
• | at least annually, review the corporate governance guidelines and recommend to the Board any changes to the corporate governance guidelines; |
• | review the Board’s annual self-assessment process and recommend any changes to the Chair of the Board or Lead Independent Director, as applicable; |
• | approve all director search firm engagement fees and terms; |
• | oversee the Company’s strategy, practices and initiatives related to corporate responsibility and sustainability, including environmental, social and governance (ESG) matters, and review with the Board as appropriate; and |
• | prepare a report to be included in our proxy statement and provide reports to our Board. |
A complete description of the Nominating and Corporate Governance Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our main website, accessible through our Investor Relations page at www.spplus.com.
The Nominating and Corporate Governance Committee held three meetings in 2022. Each of the directors who served on the Nominating and Corporate Governance Committee during 2022 attended all of the meetings held during his or her tenure.
SP+ CORPORATION 2023 PROXY STATEMENT |
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EXECUTIVE OFFICERS
The table below sets forth certain information regarding our executive officers that are not identified in the table under “Board and Corporate Governance Matters-Nominees for Director.”
Name |
| Age | Position |
Kristopher H. Roy | 48 | Chief Financial Officer & Treasurer | |
Christopher R. Sherman | 47 | President, Commercial Division | |
Ritu Vig | 45 | President, Aviation Division | |
Kristopher H. Roy has served as Chief Financial Officer & Treasurer since September 2019. Mr. Roy served as Senior Vice President and Corporate Controller from 2015 through August 2019. He joined our company in 2013 as Vice President and Assistant Controller. Prior to joining the company, Mr. Roy served as Global Director of Accounting, Consolidation, and Financial Systems at CNH Industrial N.V. and its predecessor from March 2013 to December 2013. He was a Senior Manager with Ernst & Young, LLP from 2009 until 2013. Mr. Roy is a Certified Public Accountant and earned his Bachelor of Arts degree from Michigan State University.
Christopher R. Sherman has served as President, Commercial Division since January 2023. Prior to that, Mr. Sherman was our Chief Strategy Officer, Commercial Division from March 2022 through December 2022 and our Senior Vice President from October 2012 through February 2022. Mr. Sherman served in the following positions at our predecessor company Central Parking Corporation: Vice President from January 2011 through September 2012; General Manager from October 2002 through December 2010 and Operations Manager from September 2001 through September 2002. Mr. Sherman earned his Bachelor of Science degree in Business from the University of Baltimore.
Ritu Vig has served as President, Aviation Division since January 2023. Prior to that, Ms. Vig was our Chief Legal Officer and Corporate Secretary from September 2019 through December 2022. Ms. Vig joined our company in November 2018, when she became Senior Vice President, Deputy General Counsel, a position she held until September 2019. Prior to joining our company, Ms. Vig was Vice President, Associate General Counsel of RR Donnelley & Sons Company from September 2016 through November 2018. Ms. Vig earned her Juris Doctor degree and Bachelor of Science degree in Finance from the University of Illinois and holds a Master of Business Administration from the University of Chicago Booth School of Business.
SP+ CORPORATION 2023 PROXY STATEMENT |
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion & Analysis (this “CD&A”) describes the material components of the executive compensation program applicable to our NEOs. While the discussion in the CD&A focuses on our NEOs, many of our executive compensation programs apply broadly across our executive ranks.
Our NEOs for the fiscal year ended December 31, 2022 were:
• | G Marc Baumann, our Chairman and CEO; |
• | Kristopher H. Roy, our Chief Financial Officer; |
• | Robert A. Miles, our President, Bags; |
• | John Ricchiuto, our Executive Advisor, Airport Division1; and |
• | Robert M. Toy, our Executive Advisor, Commercial Division2. |
Executive Summary
2022 Business Performance
2022 was a year of continued growth and investment in technology. The Company’s ability to deliver strong results was due to focus on the following strategic priorities, enabling us to gain market share and expand our addressable market providing a pathway to higher growth trajectory.
• | Investing in our technology offerings to meet changing consumer preferences and the needs of our current and prospective clients, including the completed acquisitions of KMP Associates Limited, a software and technology provider servicing aviation and commercial parking clients throughout the United States and Europe, and certain assets of DIVRT Inc., a developer of innovative software and technology solutions that enable frictionless parking capabilities. We continued penetration of SphereTM, Technology by SP+, our comprehensive, single-source suite of technology solutions that enable frictionless mobility, and the expanded implementation of our Curbside ConciergeTM solution. |
• | Maintaining solid financial performance, including achieving adjusted EBITDA of $117.2 million, and free cash flow of $68.6 million. |
• | Focusing on providing a safe environment for our employees and customers, by continuing COVID-19 health and safety protocols, rapidly adapting to changing guidelines and following best practices. |
• | Continuing to drive a more inclusive work environment, including activating our diversity, equity and inclusion strategy throughout our organization. |
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1 | Mr. Ricchiuto served as our President, Airport Division through December 31, 2022. |
2 | Mr. Toy served as our President, Commercial Division through December 31, 2022. |
SP+ CORPORATION 2023 PROXY STATEMENT |
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| COMPENSATION DISCUSSION AND ANALYSIS |
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| Year Ended December 31, 2022 |
| Year Ended December 31, 2021 | ||||||||||||||||||||
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In millions except per share |
| GAAP |
| Adjusted/Non-GAAP(1) |
| GAAP |
| Adjusted/Non-GAAP(1) | ||||||||||||||||
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Gross profit (2) |
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| $ | 207.9 |
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| $ | 225.5 |
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| $ | 167.3 |
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| $ | 185.5 |
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General and administrative expenses (2) |
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| $ | 109.1 |
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| $ | 105.4 |
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| $ | 88.2 |
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| $ | 87.0 |
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Net income attributable to SP Plus (2) |
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| $ | 45.2 |
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| $ | 58.4 |
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| $ | 31.7 |
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| $ | 41.2 |
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Net Income per share ("EPS") (2) |
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| $ | 2.15 |
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| $ | 2.78 |
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| $ | 1.48 |
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| $ | 1.93 |
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EBITDA (2) |
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| $ | 117.2 |
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| NA |
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| $ | 94.8 |
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Net cash provided by operating activities |
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| $ | 93.3 |
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| $ | 53.4 |
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Free cash flow |
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| $ | 68.6 |
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| NA |
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| $ | 41.8 |
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(1) | Refer to the financial tables set forth in Appendix A for a reconciliation of all non-GAAP financial measures to U.S. GAAP. |
(2) | Adjusted gross profit, adjusted general and administrative expenses, adjusted net income attributable to SP Plus, adjusted net income per share attributable to SP Plus (“adjusted EPS"), adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA") are all non-GAAP financial measures that exclude, for the periods presented, (a) acquisition, restructuring, integration and other costs, (b) impairment charges, (c) the amortization of acquired intangible assets, (d) with respect to adjusted gross profit, depreciation and amortization expense; and (e) non-routine tax items. Please refer to the accompanying financial tables for a reconciliation of these adjusted measures to U.S. GAAP. |
2022 Compensation Overview
Our NEOs showed exceptional leadership and focus as they executed our strategy to drive long-term growth. The following elements of compensation were earned by, or awarded to, our NEOs in 2022:
• | Base Salary – We reviewed the base salaries of our NEOs against market data for comparative positions and made adjustments as appropriate. The actions taken in 2022 with respect to base salaries of our NEOs are described in more detail under the caption “2022 Compensation Decisions – 2022 Base Salary” below. |
• | Management Incentive Compensation Program – As a result of the strong performance of the business, the Company achieved PBC Adjusted EBITDA of $128.7 million, resulting in a payout of 126% under our annual bonus program (the “Management Incentive Compensation Program”). The actions taken in 2022 with respect to the Management Incentive Compensation Program for our NEOs are described in more detail under the caption “2022 Compensation Decisions – 2022 Management Incentive Compensation Program Payouts and Performance Analysis” below. |
• | Perquisites and Other Compensation – After reviewing the Company’s perquisite offerings, the Company introduced a new personal financial planning option for executive officers, including our NEOs in 2022. |
• | Long-Term Incentive Plan (“LTIP”) – Each NEO has a meaningful amount of compensation tied to the performance of our stock through a performance-based incentive program under our LTIP. Performance share units (“PSUs”) issued under this program for the 2020-2022 cycle would have been earned upon the achievement of a pre-determined threshold of cumulative adjusted free cash flow over a three-year period. Due to the impact of COVID-19 on 2020 and 2021 performance, we only achieved adjusted free cash flow over the three-year period of $244.7 million. This amount was below the threshold level of performance required under the Performance Share Program and thus there was no payout under the plan for the 2020-2022 cycle. On March 2, 2022, the Compensation Committee also established that for the 2022-2024 performance cycle under the LTIP, the award for each NEO would consist of 50% PSUs and 50% restricted stock units (“RSUs”) and, consistent with the 2021-2023 cycle, be based on PBC Adjusted EBITDA (as defined below) over the three year period. The actions taken in 2022 with respect to our LTIP for our NEOs are described in more detail under the caption “2022 Compensation Decisions – 2022 Long-Term Incentive Plan Payouts and Performance Analysis” below. |
SP+ CORPORATION 2023 PROXY STATEMENT |
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| COMPENSATION DISCUSSION AND ANALYSIS |
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Compensation Philosophy and Competitive Positioning
Our compensation program is designed to reward employees for producing sustainable growth for our stockholders and to attract, motivate and retain top talent in the industry. Like most companies, we use a combination of fixed and variable, “at-risk” compensation programs to help align the interests of our executives with our stockholders. This “pay-for-performance” philosophy forms the foundation of our Compensation Committee’s decisions regarding compensation. Underlying these decisions is the Compensation Committee’s beliefs that the labor market for the type of talent we require is limited, and that our executives are among the most capable and highest performing in the industry.
Our Compensation Committee believes that the compensation of our NEOs must be closely aligned with our performance, on both a short- and long-term basis, at responsible levels that are consistent with our cost-conscious culture. At the same time, the Compensation Committee recognizes that our compensation programs must be designed to attract and retain key executives, many of whom are responsible for developing, nurturing and maintaining the client relationships that are important to producing superior results for our stockholders.
As the independent consultant to the Compensation Committee, Willis Towers Watson periodically conducts market-based assessments as to the competitiveness of our officers’ total pay opportunities. This competitive analysis for our NEOs, which was most recently completed as of December 2021 found the following:
• | Our cash compensation (base and target bonus) is generally competitive with market norms with the exception of the CFO, which fell below market median. In 2022, we increased his base bay and target annual cash bonus to address this market differential. |
• | Annualized long-term incentive compensation fell below market median for four out of five of our NEOs. In 2022, we increased the CEO, CFO, and Executive Advisor, Commercial Division equity targets to address the market gap. |
• | Total direct compensation levels (both actual and target) vary in competitiveness from individual to individual. Three out of our five NEOs, including our CEO and CFO, are positioned below the market median. This is largely due to lower annualized long-term incentive values. |
We continue to use published survey data as a broad indicator of market performance, but we do not benchmark against specific companies through a “peer group” or within such surveys. We operate in a large and fragmented industry with no direct public competitors. Accordingly, we do not use data that are specific to any company within the surveys. These surveys represent a broad group of general industry and service industry companies. We believe that the aforementioned survey sample is appropriate because it provides a significant sample size, includes reasonably accurate executive position matches for benchmarking purposes, and includes similarly sized companies from other industries from which we might potentially recruit.
Given the information obtained from the current and previous compensation studies, the Compensation Committee has informally adopted a guideline that targets total cash compensation and equity in the 50th percentile range for our NEOs. This range is merely a guideline, as the Compensation Committee does not believe in fixing compensation levels based only on market comparisons. Rather, the Compensation Committee believes that other factors should be considered and weighted appropriately, including, but not limited to:
• | individual performance; |
• | pay levels in our industry; and |
• | our overall performance in relation to the performance of other companies in our industry. |
Reasonableness of Compensation
We manage our pay structure and make compensation decisions using a combination of policies, practices and inherent logic. We have a “pay-for-performance” culture as exemplified by our management of salaries, bonus compensation and equity compensation. Base salaries may be adjusted to provide market-based increases, and our executives’ true upside potential has been provided through bonuses and stock-based award opportunities available under our annual cash and long-term incentive plans. After considering all components of the compensation paid to the NEOs, the Compensation Committee has determined that the compensation arrangements are reasonable and appropriate given our overall performance, market for talent, executive retention and business strategy.
SP+ CORPORATION 2023 PROXY STATEMENT |
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| COMPENSATION DISCUSSION AND ANALYSIS |
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Compensation Objectives and Program Components
Our overall compensation philosophy is governed by three fundamental objectives:
• | attracting and retaining qualified key executives, many of whom are responsible for developing, nurturing and maintaining the client relationships that are critical to our business; |
• | motivating performance to achieve specific strategic and operating objectives of our company; and |
• | aligning executives’ interests with the long-term interests of our stockholders. |
Our NEO compensation consists primarily of the following elements: base salary; annual incentive bonus under our Management Incentive Compensation Program; compensation under our Long-Term Incentive Plan, which includes grants of PSUs and RSUs; perquisites and personal benefits; and retirement benefits and deferred compensation opportunities.
The Compensation Committee reviews the executive compensation program and NEO compensation on an annual basis. The use and relative contribution of each compensation element is based on a discretionary determination by the Compensation Committee of the importance of each compensation element in supporting our financial and strategic objectives, after taking into consideration the recommendations of our CEO.
The primary elements of our 2022 executive compensation program were:
Compensation Element | Compensation Objective | Performance Metric | Characteristics | Time Horizon |
Base Salary | • Attract and retain qualified executives | • None | • Market-competitive, fixed level of compensation | • Annual |
Management Incentive Compensation Program | • Attract and retain qualified executives • Motivate performance to achieve specific strategies and operating objectives in the short term | • PBC Adjusted EBITDA
| • At target, annual incentive provides market-competitive total cash opportunity • At-risk compensation | • Annual |
Long-Term Incentive Plan | • Attract and retain qualified executives • Motivate performance to achieve specific strategies and operating objectives in the medium term • Align NEOs’ and stockholders’ long-term interests | • For PSUs, PBC Adjusted EBITDA | • PSU and RSU awards paid in shares of SP Plus common stock • At-risk compensation | • Three years cliff vesting |
Other Stock-Based Grants | • Attract and retain qualified executives • Motivate performance to achieve specific strategies and operating objectives over the long term • Align NEOs’ and stockholders’ long-term interests | • None
| • Typically RSUs are granted with cliff vesting
| • Two to three years |
Base Salary
Base salary is a critical element of NEO compensation because it is the source of an officer’s consistent income stream and is the most visible barometer of evaluation vis-à-vis the employment market. In establishing and reviewing base salaries, the Compensation Committee considers various factors that include the executive’s qualifications and experience, scope of responsibilities, internal pay equity, past performance and achievements, future expectations that include the executive’s ability to impact short-term and long-term results, as well as the salary practices at other comparable companies. We strive to provide our NEOs with a competitive base salary that is in line with their roles and responsibilities when compared to companies of comparable size.
SP+ CORPORATION 2023 PROXY STATEMENT |
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| COMPENSATION DISCUSSION AND ANALYSIS |
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Management Incentive Compensation Program
Our NEOs participate in our Management Incentive Compensation Program, which provides for an annual cash incentive bonus. Our Compensation Committee oversees this program. By creating target awards and setting performance objectives at the beginning of each fiscal year, our NEOs have the proper incentives to attain key performance metrics. The target bonus opportunities are fixed and subject to change only via approval of the Compensation Committee.
In order to calculate the payout under the Management Incentive Compensation Program, the target bonus amount is multiplied by our PBC Adjusted EBITDA achievement percentage. The total of that is then multiplied by the business unit attainment percentage for those NEOs whose payout under this program is based on both a PBC Adjusted EBITDA target and a business unit performance metric. In 2022, payouts could range from 0% to 200% of target (after applying the company performance factor).
The target bonuses, metrics, weightings, level of achievement and awards are reported in the tables set forth under “2022 Annual Incentive Compensation Program Payouts and Performance Analysis,” below.
Long-Term Incentive Plan
Because one of our basic compensation objectives is to align our executives’ interests with the long-term interests of our stockholders, we make annual equity grants to our executives in the form of PSUs and RSUs, as further described below. Additionally the executive stock ownership requirements, as described under the caption “Executive Stock Ownership Requirements” below.
Performance Share Program. The objective of granting PSUs is to link compensation to business performance, encourage ownership of our common stock, retain executive talent, and incentivize and reward executive performance. The Performance Share Program provides participating executives with the opportunity to earn common stock if performance targets for pre-tax free cash flow (with respect to the 2020-2022 cycles) and PBC Adjusted EBITDA (for the 2021-2023 and 2022-2024 cycles) are achieved over the cumulative three-year period and recipients satisfy service-based vesting requirements. The Compensation Committee may choose to discontinue the plan or change the performance measures for future performance periods.
For purposes of the Performance Share Program, reported free cash flow and adjusted EBITDA for each respective performance period will be adjusted for any one-time expenses, benefits, cash payments or receipts made for acquisitions, joint ventures or other transactions; one-time expenses and benefits related to the sale or disposition of assets; legal costs for one-time, non-recurring items that are considered non-core to the business; cash taxes paid; and significant refinancing costs and expenses (“PBC Adjusted EBITDA”).
The number of PSUs set aside at the onset of the performance period is determined by dividing the annual award values established for our NEOs by the closing share price of our common stock on the day approved by the Compensation Committee. The PSUs issued under the Performance Share Program do not vest until the end of the performance period upon attainment of the performance goals. However, once the PSUs vest, they are no longer subject to forfeiture unless the executive is in violation of the non-compete provisions of the executive’s PSU agreement.
The target Performance Share Program metrics and awards are reported in the tables set forth under “2022 Long-Term Incentive Plan Payouts and Performance Analysis,” below.
Restricted Stock Units. The objective of granting RSUs is to link compensation to the performance of our common stock, encourage ownership of our common stock and retain executive talent. RSUs typically vest three years from the date of issuance and represent the right to receive shares of common stock upon vesting. The number of RSUs awarded to an NEO is calculated based on the closing share price of our common stock on the grant date. As a result, the final value of the award of RSUs depends upon the performance of the stock price at the end of the vesting period.
Other Stock-Based Grants. Periodically, stock awards may be made in the form of RSUs to senior executives, depending on individual performance and the environment for senior executive leadership talent. The RSUs typically vest two to three years from the date of issuance and represent the right to receive shares of common stock upon vesting. The number of shares subject to each RSU award is calculated based on the closing share price of our common stock on the grant date. The Compensation Committee believes that these RSUs help to retain executives because they have value upon vesting regardless of stock price.
Perquisites and Personal Benefits
We provide our NEOs with certain limited perquisites and personal benefits. We believe that perquisites are often a way to provide the NEOs with additional annual compensation that supplements their base salaries and bonus opportunities and are intended to ensure productivity. When determining each NEO’s base salary, we take the value of each NEOs’ perquisites and personal benefits into consideration.
The perquisites and personal benefits paid to each NEO in 2022 are reported in column (i) of the Summary Compensation Table, below, and further described in the footnotes thereto.
SP+ CORPORATION 2023 PROXY STATEMENT |
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| COMPENSATION DISCUSSION AND ANALYSIS |
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Retirement Benefits and Deferred Compensation Opportunities
Deferred compensation is a tax-advantaged means of providing certain NEOs with additional compensation that supplements their base salaries and bonus opportunities, including our 401(k) plan. In addition, we have entered into various agreements over the years with certain NEOs that provide for various retirement benefits and deferred compensation opportunities.
Employment Agreements
Historically, we have maintained employment agreements with all of our NEOs. It is customary in our industry for senior executives to have employment agreements because it encourages employment continuity and is a practical means to ensure that client relationships are protected through the legal enforcement of protective covenants, including the covenant not to compete and the covenant not to solicit customers and employees.
On December 28, 2022, the Company entered into new employment arrangements with Mr. Baumann (the “CEO Employment Agreement”). The CEO Employment Agreement supersedes Mr. Baumann’s previous employment agreement with the Company, dated June 1, 2019 (the “Prior Agreement”). Pursuant to the CEO Employment Agreement, Mr. Baumann will continue to serve as Chief Executive Officer of the Company under terms substantially similar to the terms of the Prior Agreement, including that Mr. Baumann will continue to receive a base salary of $800,000, except that the CEO Employment Agreement also provides that in the event his employment with the Company is terminated without “Cause” (as defined in the CEO Employment Agreement) or he terminates his employment for “Good Reason” (as defined in the CEO Employment Agreement) in the three months prior to or two years following a change in control of the Company, Mr. Baumann will receive the following payments and benefits: (i) 36-months base salary; (ii) 36-months target annual bonus; (iii) any bonus that was earned but unpaid as of the date employment was terminated; (iv) when vested, amounts due under outstanding equity awards; and (v) 18 months of welfare benefits continuation coverage for Mr. Baumann and his family.
In addition, the Company entered into new employment arrangements with Messrs. Toy and Ricchiuto, effective January 1, 2023, in connection with planned succession changes. As part of these changes, effective January 1, 2023, Mr. Toy transitioned from his role as President of the Commercial Division to Executive Advisor, Commercial Division and Mr. Ricchiuto transitioned from his role as President of the Airport Division to Executive Advisor, Airport Division. In connection with these changes, the Company entered into an Amended and Restated Employment Agreement with Mr. Toy which provides that the Company will employ Mr. Toy as an executive advisor for an employment period beginning on January 1, 2023, and ending December 31, 2025. In addition, the Company entered into a fourth amendment to the employment agreement dated December 1, 2002, as amended, between the Company and Mr. Ricchiuto and a Consulting Agreement with Mr. Ricchiuto. Pursuant to those agreements, the Company will employ Mr. Ricchiuto as an executive advisor beginning on January 1, 2023 and ending December 31, 2023 and will engage Mr. Ricchiuto as a consultant to the Company beginning on January 1, 2024.
The employment agreements of all our NEOs have provisions that are triggered if they are terminated for various reasons. Please see the “Payments and Potential Payments Upon Termination or Change-in-Control” section below for a description of the potential payments that may be made to the NEOs in connection with their termination of employment or a change-in-control, and “Executive Compensation-Employment Agreements” for a more detailed description of the employment agreements of our NEOs.
Change in Control Severance Plan
On December 28, 2022, we adopted a Change in Control Severance Plan (the “Change in Control Severance Plan”) for the benefit of certain executive officers. The Change in Control Severance Plan has provisions that are triggered if these officers are terminated for various reasons. Please see the “Payments and Potential Payments Upon Termination or Change-in-Control” section below for a description of the potential payments that may be made to our NEOs in connection with their termination of employment under the Change in Control Severance Plan, and “Executive Compensation-Change in Control Severance Plan” for a more detailed description of the Change in Control Severance Plan.
SP+ CORPORATION 2023 PROXY STATEMENT |
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| COMPENSATION DISCUSSION AND ANALYSIS |
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2022 Compensation Decisions
All our NEOs have entered into employment agreements with us, and their compensation is governed largely by their respective employment agreements. The compensation program for our NEOs is focused on incentive-based compensation, consistent with our philosophy of creating long-term value for our stakeholders. As a result, the majority of our NEO’s compensation is considered “at-risk”.
The mix of fixed and variable compensation at target and realized pay for Mr. Baumann earned in 2022 is reflected below. Taking into consideration his actual salary, earned annual incentive bonus payout, actual stock awards for the 2020-2022 PSU cycle, which did not pay out, and the supplemental RSUs, Mr. Baumann earned $2,603,327 in 2022, which was approximately 78% of his 2022 annual total target compensation of $3,339,994.
Taking into consideration the actual salary, earned annual incentive bonus payout, and earned stock awards vested in 2022, our other NEOs as a group earned, on average, 85% of their total annual target compensation in 2022.
SP+ CORPORATION 2023 PROXY STATEMENT |
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| COMPENSATION DISCUSSION AND ANALYSIS |
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2022 Base Salary
In 2022, one of our NEOs received a base salary increase. The table below reflects the base salary for each of our NEOs in 2022.
Name |
| 2021 Salary ($) |
| 2022 Salary ($) |
| % Increase (Decrease) | |||||||||
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G Marc Baumann |
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| 800,000 |
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| 800,000 |
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| __ | |
Kristopher H. Roy |
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| 425,000 |
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| 475,000 |
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| 11.8 | |
Robert A. Miles |
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| 368,000 |
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| 368,000 |
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| __ | |
John Ricchiuto |
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| 440,000 |
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| 440,000 |
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| __ | |
Robert M. Toy |
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| 550,000 |
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| 550,000 |
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| __ | |
2022 Management Incentive Compensation Program Payouts and Performance Analysis
Our annual bonus program in 2022 for our NEOs was designed to reward year-over-year growth in PBC Adjusted EBITDA and business unit performance. In order to receive the maximum payout under this program, the Company needed to achieve PBC Adjusted EBITDA of approximately $122.9 million. In 2022, due to the strong leadership and strategic focus of our NEOs, the PBC Adjusted EBITDA of $128.7 million resulted in a payout of 126% under the Management Incentive Compensation Program, as shown in the table below.
Name |
| Base Salary ($) |
| Target Bonus ($) | Threshold Bonus ($) |
| Maximum Bonus ($) |
| Actual Bonus ($) |
| Actual Bonus as % of Target | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G Marc Baumann |
|
| 800,000 |
|
|
|
| 800,000 |
|
|
| 200,000 |
|
|
|
| 1,600,000 |
|
|
|
| 1,008,000 |
|
|
|
| 126 | % |
|
Kristopher H. Roy(1) |
|
| 475,000 |
|
|
|
| 275,000 |
|
|
| 68,750 |
|
|
|
| 550,000 |
|
|
|
| 346,500 |
|
|
|
| 126 | % |
|
Robert A. Miles(2)(3) |
|
| 368,000 |
|
|
|
| 200,000 |
|
|
| 50,000 |
|
|
|
| 400,000 |
|
|
|
| 224,000 |
|
|
|
| 112 | % |
|
John Ricchiuto(2) |
|
| 440,000 |
|
|
|
| 200,000 |
|
|
| 50,000 |
|
|
|
| 400,000 |
|
|
|
| 287,280 |
|
|
|
| 144 | % |
|
Robert M. Toy(2) |
|
| 550,000 |
|
|
|
| 250,000 |
|
|
| 62,500 |
|
|
|
| 500,000 |
|
|
|
| 340,200 |
|
|
|
| 136 | % |
|
(1) | Effective in 2022, Mr. Roy received an increase to his target bonus from $200,000 to $275,000 to address market competitiveness. |
(2) | The target bonus for Messrs. Miles, Ricchiuto and Toy are first multiplied by the PBC Adjusted EBITDA attainment percentage. If this calculation produces an “adjusted” bonus opportunity, then the adjusted bonus amount is subject to the business unit EBITDA attainment percentage to determine the final bonus. |
(3) | Mr. Miles’ target bonus opportunity was reduced in 2021 as the result of business unit recovery, but was increased back to his historical target in 2022. |
The Compensation Committee believes that the PBC Adjusted EBITDA measure for our CEO and the other NEOs that participate in the program is the appropriate measure of performance at this time. This measure may be modified as circumstances warrant, including possible adjustments due to acquisitions and other atypical events.
2022 Long-Term Incentive Plan Payouts and Performance Analysis
2020-2022 Performance Share Unit Cycle
Payouts under the Performance Share Program vest at the end of three-year performance periods. Payouts for the 2020-2022 performance share unit cycle were based upon our cumulative adjusted free cash flow during the cycle.
SP+ CORPORATION 2023 PROXY STATEMENT |
28
| COMPENSATION DISCUSSION AND ANALYSIS |
|
|
| |
|
| |
|
|
For the three-year performance period from 2020-2022, cumulative adjusted free cash flow was $244.7 million, placing the award at 0% of the target shares. As such, there was no payout under the 2020-2022 performance cycle.
Name |
| Target Value ($) |
| Target Shares (#)(1) |
| Shares Awarded (#) |
| Actual Value ($) |
| Realized Value as % of Target (%) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G Marc Baumann |
|
| 1,100,000 |
|
|
|
| 25,931 |
|
|
|
| — |
|
|
|
| — |
|
|
| 0 | |
Kristopher H. Roy |
|
| 125,000 |
|
|
|
| 2,946 |
|
|
|
| — |
|
|
|
| — |
|
|
| 0 | |
Robert A. Miles |
|
| 200,000 |
|
|
|
| 4,714 |
|
|
|
| — |
|
|
|
| — |
|
|
| 0 | |
John Ricchiuto |
|
| 200,000 |
|
|
|
| 4,714 |
|
|
|
| — |
|
|
|
| — |
|
|
| 0 | |
Robert M. Toy |
|
| 300,000 |
|
|
|
| 7,072 |
|
|
|
| — |
|
|
|
| — |
|
|
| 0 | |
(1) | Target shares were calculated by dividing the target value by the stock price at the beginning of the performance period ($42.42) rounded to the nearest full share. |
2022-2024 Performance Share Unit Cycle
In March 2022, the Compensation Committee established the payout formula for the 2022-2024 PSU cycle under the Performance Share Program equal to one percent for every $1 million of cumulative three-year PBC Adjusted EBITDA over $325.7 million up to a $488.5 million cap with $406.6 million as the target.
Performance Level |
| Cumulative Three- Year EBITDA (millions) ($) |
| Performance Payout* (%) | ||||||
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
| 488.5 |
|
|
|
| 200 |
|
|
Target |
|
| 406.6 |
|
|
|
| 100 |
|
|
Threshold |
|
| 325.7 |
|
|
|
| 0 |
|
|
* | If our cumulative three-year PBC Adjusted EBITDA falls between performance levels, the performance payout percentage is determined by linear interpolation between such performance levels. |
On March 2, 2022, the Compensation Committee also established that for the 2022-2024 performance cycle under the Long-Term Incentive Program, the award for each NEO would consist of 50% PSUs and 50% RSUs. The table below shows the awards granted to each of our NEOs for the 2022-2024 performance cycle.
Name |
| 2022-2024 Threshold ($)(1)(2) |
| 2022-2024 Threshold (#)(1)(2) |
| 2022-2024 Target ($)(1)(2) |
| 2022-2024 Target (#)(1)(2) |
| 2022-2024 Maximum ($)(1)(2) |
| 2022-2024 Maximum (#)(1)(2) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G Marc Baumann |
|
| 2,160,029 |
|
|
|
| 70,131 |
|
|
|
| 2,400,000 |
|
|
|
| 77,923 |
|
|
|
| 3,600,027 |
|
|
|
| 116,884 |
|
|
Kristopher H. Roy |
|
| 540,016 |
|
|
|
| 17,533 |
|
|
|
| 600,000 |
|
|
|
| 19,481 |
|
|
|
| 900,007 |
|
|
|
| 29,221 |
|
|
Robert A. Miles |
|
| 180,014 |
|
|
|
| 5,845 |
|
|
|
| 200,000 |
|
|
|
| 6,494 |
|
|
|
| 300,023 |
|
|
|
| 9,741 |
|
|
John Ricchiuto |
|
| 270,024 |
|
|
|
| 8,767 |
|
|
|
| 300,000 |
|
|
|
| 9,741 |
|
|
|
| 450,019 |
|
|
|
| 14,611 |
|
|
Robert M. Toy |
|
| 495,024 |
|
|
|
| 16,072 |
|
|
|
| 550,000 |
|
|
|
| 17,858 |
|
|
|
| 825,040 |
|
|
|
| 26,787 |
|
|
(1) | The number of PSUs set aside at onset of the performance period is determined by dividing 50% of the annual award value established for each of our NEOs by the stock price on the grant date ($30.80 on March 2, 2022). |
(2) | The number of RSUs set aside at onset of the performance period is determined by dividing 50% of the annual award value established for each of our NEOs by the stock price on the grant date ($30.80 on March 2, 2022). |
SP+ CORPORATION 2023 PROXY STATEMENT |
29
| COMPENSATION DISCUSSION AND ANALYSIS |
|
|
| |
|
| |
|
|
2021 Special Restricted Stock Units
In March 2021, the Compensation Committee awarded executives of the Company, including our NEOs, a one-time grant of RSUs designed to help retain key executives during this critical time to support the future growth of the Company. These RSUs vested in full on December 31, 2022. The amount of the award granted to each of our NEOs is shown in the table below.
|
|
|
|
Name | RSUs Granted (#)(1) |
| |
|
|
|
|
G Marc Baumann |
| 22,906 |
|
Kristopher H. Roy |
| 4,116 |
|
Robert A. Miles |
| 5,842 |
|
John Ricchiuto |
| 5,584 |
|
Robert M. Toy |
| 6,980 |
|
| (1) | No additional Special Restricted Stock Units were granted in 2022. |
Say-on-Pay Advisory Vote
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires public companies to provide their stockholders with an advisory vote to approve executive compensation at least once every three years. At our annual meeting of stockholders in 2017, our stockholders approved a proposal to hold a stockholder advisory vote on executive compensation every year.
This proposal, commonly known as a “Say-on-Pay” proposal, gives stockholders the opportunity to endorse or not endorse our executive pay program and policies. In connection with Proposal No. 2 set forth in this Proxy Statement, the Board has again recommended that stockholders consider and cast a non-binding advisory vote on a resolution approving 2022 NEO compensation. We are providing this stockholder advisory vote on our executive compensation in accordance with Section 14A of the Exchange Act and Exchange Act Rule 14a-21(a).
Prior Say-on-Pay Advisory Vote
Our Board values our stockholders’ feedback and pays careful attention to communications from our stockholders regarding our executive compensation practices. Our executive compensation program is designed to pay for performance and to align the long-term interests of our NEOs and other members of our management team with the long-term interests of our stockholders, as discussed in more detail throughout this Proxy Statement. We believe these design and alignment principles help to ensure an appropriate balance between risk and reward; while our incentive compensation arrangements do not encourage employees to take unnecessary or excessive risks, our employees are rewarded for executing on our financial and strategic objectives. Further, the Compensation Committee and the Board believe that the compensation policies and procedures articulated in this Proxy Statement are effective in furthering our achievement of short-term, medium-term and long-term business goals, and that the compensation of our NEOs reported in this Proxy Statement, which is structured to motivate superior individual performance, has supported and contributed to our success.
At our last annual meeting, our advisory vote to approve the 2021 compensation paid to NEOs received the strong support of our stockholders (approximately 97.8% of the shares represented in person or by proxy and entitled to vote). Based on the results of last year’s Say-on-Pay vote, our Compensation Committee determined to keep the structure of our executive compensation program for 2022 substantially similar to the structure of the executive compensation program for 2021, including the Performance Share Program described herein. As we continue to refine our compensation program, policies and practices going forward, we will continue to consider stockholder feedback.
Role of the Compensation Committee
Our Compensation Committee has administered our executive compensation program since the committee was established in conjunction with our initial public offering. Broadly stated, the Compensation Committee’s overall role is to oversee all of our compensation plans and policies, administer our equity plans and policies, approve equity grants to our executive officers and review and approve all compensation decisions relating to the NEOs. As in the past, our Compensation Committee engaged Willis Towers Watson in 2022 as a consultant to assist in addressing and discharging its duties and obligations. As required by the SEC, the Compensation Committee has determined Willis Towers Watson has no conflicts of interest with our company and is independent.
SP+ CORPORATION 2023 PROXY STATEMENT |
30
| COMPENSATION DISCUSSION AND ANALYSIS |
|
|
| |
|
| |
|
|
Role of Management
Our CEO and Chief Human Resources Officer regularly and routinely work with our Compensation Committee throughout the year, with input from our outside legal counsel, as well as from the Compensation Committee’s compensation consultant. Our CEO plays an integral role in making specific recommendations to the Compensation Committee regarding the compensation for all of the NEOs other than the CEO himself. Our Board decides the compensation of our CEO following recommendations made by the Compensation Committee.
Executive Stock Ownership Requirements
In order to align the interests of our senior executives with those of our stockholders, we implemented stock ownership requirements for our senior executives in January 2007. On March 3, 2021, our Board adopted new, more expansive executive stock ownership requirements for the same purpose, and also to help attract, motivate, and retain a talented and creative executive team while further promoting our commitment to sound corporate governance. Under the new stock ownership requirements, our CEO is still required to own and continuously hold a number of shares of our common stock and RSUs with a total value at least equal to three times his base salary. Additionally, each member of our executive team is required to own and continuously hold a number of shares of our common stock and RSUs with a total value at least equal to two times his or her base salary and each member of our senior management team are required to own and continuously hold a number of shares of our common stock and RSUs with a total value at least equal to one time his or her base salary. Our NEOs meet this requirement.
Tax and Accounting Considerations
We measure stock-based compensation expense at the grant date, based on the fair value of the award, and the expense is recognized over the requisite employee service period (generally, the vesting period) for awards expected to vest. We account for forfeitures of stock-based awards when they occur. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers to $1 million per year. The Compensation Committee has and will continue to take into consideration Section 162(m) in establishing compensation of our executives but considers other factors and business needs as well. Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond our control also can affect deductibility of compensation. For these and other reasons, the Compensation Committee has determined that it will not necessarily seek to limit executive compensation to the amount that is deductible under Section 162(m) of the Code.
Relationship between Compensation Plans and Risk
The Compensation Committee has concluded that it is not reasonably likely that the risks arising from our compensation policies and practices would have a material adverse effect on our company. In reaching this conclusion, the Compensation Committee considered the following factors:
• | In January of 2023, Willis Towers Watson conducted a risk assessment of our executive compensation policies and practices and concluded that we do not compensate or incentivize our executives in a manner that creates risks that are reasonably likely to have a material adverse impact on our company and that, on an overall basis, our executive compensation program aligns with current market practices, contains an appropriate balance of risks versus rewards, and incorporates appropriate risk mitigating factors. |
• | Our compensation program is designed to provide a mix of both fixed and variable incentive compensation with no one component of pay providing a disproportionate segment of the whole; and |
• | Our compensation is balanced between a variety of different measures and both short-term and long-term incentives are designed to reward execution of our short-term and long-term corporate strategies. |
Clawback Policy
We believe that it is in the best interest of our company and our stockholders to maintain a culture that emphasizes integrity and accountability, including as to financial reporting matters. Accordingly, on March 6, 2019, our Board adopted a clawback policy. This policy provides for the recoupment of certain executive officer compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. This policy is administered by the Compensation Committee, and it applies to Incentive Compensation paid, granted or otherwise awarded to our current and former executive officers. “Incentive Compensation” includes annual bonuses and other short- and long-term cash incentive awards, stock options, restricted stock awards and other equity or equity-based awards, but does not include restricted stock or similar awards subject to only time-based vesting. We intend to adopt a clawback policy to comply with the final rules issued by the SEC and the final listing standard to be adopted by Nasdaq pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
SP+ CORPORATION 2023 PROXY STATEMENT |
31
|
|
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed with management the foregoing “Compensation Discussion and Analysis,” and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement on Schedule 14A for filing with the SEC.
| By the Compensation Committee, |
| Wyman T. Roberts (Chair) Gregory A. Reid Diana L. Sands Douglas R. Waggoner |
SP+ CORPORATION 2023 PROXY STATEMENT |
32
|
|
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation earned, awarded or paid for services rendered to us in all capacities for the fiscal years ending December 31, 2022, 2021 and 2020 by our Principal Executive Officer (“PEO”), our Principal Financial Officer (“PFO”), and our other three NEOs.
Name and Principal Position (a) |
| Year (b) |
| Salary ($) (c) |
|
| Bonus ($) (d) |
|
| Stock Awards ($)(1) (e) |
| Non-Equity Incentive Plan Compensation ($)(2) (g) |
|
| All Other Compensation ($)(3) (i) |
|
| Total ($) (j) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G Marc Baumann |
| 2022 |
|
| 800,031 |
|
|
| — |
|
| 2,400,028 |
|
| 1,008,000 |
|
|
| 26,356 |
|
|
| 4,234,415 |
|
Chief Executive Officer; |
| 2021 |
|
| 800,031 |
|
|
| — |
|
| 2,944,473 |
|
| 1,200,000 |
|
|
| 2,500 |
|
|
| 4,947,004 |
|
President (PEO) |
| 2020 |
|
| 800,031 |
|
|
| — |
|
| 982,526 |
|
| — |
|
|
| 59,934 |
|
|
| 1,842,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kristopher H. Roy |
| 2022 |
|
| 472,935 |
|
|
| — |
|
| 600,015 |
|
| 346,500 |
|
|
| 12,385 |
|
|
| 1,431,835 |
|
Chief Financial Officer (PFO) |
| 2021 |
|
| 425,017 |
|
|
| — |
|
| 633,783 |
|
| 300,000 |
|
|
| 1,431 |
|
| 1,360,231 |
| |
|
| 2020 |
|
| 365,369 |
|
|
| — |
|
| 111,624 |
|
| — |
|
| 7,126 |
|
| 484,119 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert A. Miles |
| 2022 |
|
| 368,014 |
|
|
| — |
|
| 200,015 |
|
| 224,280 |
|
|
| 14,082 |
|
|
| 806,391 |
|
President, Bags |
| 2021 |
|
| 368,014 |
|
|
| — |
|
| 389,877 |
|
| 182,700 |
|
|
| 1,275 |
|
| 941,866 |
| |
|
| 2020 |
|
| 363,782 |
|
|
| — |
|
| 178,613 |
|
| — |
|
|
| 3,804 |
|
| 546,199 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Ricchiuto |
| 2022 |
|
| 440,017 |
|
|
| — |
|
| 300,023 |
|
| 287,280 |
|
|
| 10,289 |
|
|
| 1,037,609 |
|
Executive Advisor, Airport Division |
| 2021 |
|
| 440,017 |
|
|
| — |
|
| 481,481 |
|
| 300,000 |
|
| 614 |
|
| 1,222,112 |
| ||
|
| 2020 |
|
| 440,017 |
|
|
| — |
|
| 178,613 |
|
| — |
|
| 5,247 |
|
| 623,877 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert M. Toy |
| 2022 |
|
| 550,021 |
|
|
| — |
|
| 550,026 |
|
| 340,200 |
|
|
| 16,170 |
|
|
| 1,456,417 |
|
Executive Advisor, Commercial Division |
| 2021 |
|
| 550,021 |
|
|
| — |
|
| 726,863 |
|
| 375,000 |
|
|
| 1,275 |
|
| 1,653,159 |
| |
|
| 2020 |
|
| 550,021 |
|
|
| — |
|
| 267,958 |
|
| — |
|
|
| 12,220 |
|
| 830,199 |
| |
(1) | The amounts shown in column (e) for 2022 represent the aggregate grant date fair value of the 2022-2024 performance share unit (“PSU”) awards and restricted stock unit (“RSU”) awards, which were granted under the Long-Term Incentive Plan. The fair value of the PSU awards and the regular RSU awards granted to all NEOs is based on the closing price of our common stock on the grant date, March 2, 2022 ($30.80), and, with respect to the PSUs, is calculated at the target share payout for the cumulative three years of the performance period. The maximum value of the PSUs assuming the highest level of performance conditions will be achieved would be $2,400,000 for Mr. Baumann, $600,000 for Mr. Roy, $200,000 for Mr. Miles, $300,000 for Mr. Ricchiuto and $550,000 for Mr. Toy. For information about the threshold and maximum payout amounts under the PSU awards, see the “Grants of Plan-Based Awards for 2022” table below. |
The amounts shown in column (e) were computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, not the actual amounts paid to or realized by the NEOs during our 2022, 2021 and 2020 fiscal years. An explanation of the methodology for payouts under our PSU and RSU awards is discussed in the footnotes to the “Grants of Plan-Based Awards for 2022” and “Outstanding Equity Awards at Fiscal Year-End 2022” tables below.
(2) | The amounts for 2022 shown in column (g) reflect cash bonuses paid pursuant to our Management Incentive Compensation Program for 2022 performance. |
(3) | The values in Other Compensation in column (i) include our 401(k) contributions, life insurance and financial planning services for each of our named executive officers. |
SP+ CORPORATION 2023 PROXY STATEMENT |
33
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
Grants of Plan-Based Awards for 2022
The following table sets forth summary information regarding RSUs and PSUs granted to our NEOs pursuant to our Long-Term Incentive Plan and bonus amounts achievable pursuant to our Management Incentive Compensation Program during 2022.
|
|
|
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
|
| Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
| All Other Stock Awards: Number of Stock |
| Grant Date Fair Value of Stock |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name (a) |
| Grant Date (b) |
| Threshold ($) (c) |
|
| Target ($) (d) |
|
| Maximum ($) (e) |
|
| Threshold (#) (f) |
|
| Target (#) (g) |
|
| Maximum (#) (h) |
| Units (#) (i) |
| Awards ($) (j) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G Marc Baumann |
| 1/1/2022 | (1) |
| 200,000 |
|
|
| 800,000 |
|
|
| 1,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/3/2022 | (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 38,962 |
|
| 1,200,030 |
|
|
| 3/3/3022 | (3) |
|
|
|
|
|
|
|
|
|
|
|
|
| 31,169 |
|
|
| 38,961 |
|
|
| 77,922 |
|
|
|
|
| 1,199,999 |
|
Kristopher H. Roy |
| 1/1/2022 | (1) |
| 68,750 |
|
|
| 275,000 |
|
|
| 550,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/3/2022 | (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,741 |
|
| 300,023 |
|
|
| 3/3/2022 | (3) |
|
|
|
|
|
|
|
|
|
|
|
|
| 7,792 |
|
|
| 9,740 |
|
|
| 19,480 |
|
|
|
|
| 299,992 |
|
Robert A. Miles |
| 1/1/2022 | (1) |
| 50,000 |
|
|
| 200,000 |
|
|
| 400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/3/2022 | (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,247 |
|
| 100,008 |
|
|
| 3/3/2022 | (3) |
|
|
|
|
|
|
|
|
|
|
|
|
| 2,598 |
|
|
| 3,247 |
|
|
| 6,494 |
|
|
|
|
| 100,008 |
|
John Ricchiuto |
| 1/1/2022 | (1) |
| 50,000 |
|
|
| 200,000 |
|
|
| 400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/3/2022 | (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,871 |
|
| 150,027 |
|
|
| 3/3/2022 | (3) |
|
|
|
|
|
|
|
|
|
|
|
|
| 3,896 |
|
|
| 4,870 |
|
|
| 9,740 |
|
|
|
|
| 149,996 |
|
Robert M. Toy |
| 1/1/2022 | (1) |
| 62,500 |
|
|
| 250,000 |
|
|
| 500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/3/2022 | (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,929 |
|
| 275,013 |
|
|
| 3/3/2022 | (3) |
|
|
|
|
|
|
|
|
|
|
|
|
| 7,143 |
|
|
| 8,929 |
|
|
| 17,858 |
|
|
|
|
| 275,013 |
|
(1) | The amounts included in columns (c), (d) and (e) reflect the cash bonus amounts achievable pursuant to our Management Incentive Compensation Program. See “Compensation Discussion and Analysis” for a discussion of timing of various pay decisions. |
(2) | On March 2, 2022, the Compensation Committee established the threshold, target and maximum payout levels for the 2022-2024 PSUs granted pursuant to our Long-Term Incentive Plan. These PSUs will vest, if at all, at the completion of the 2022-2024 performance period depending on whether the threshold performance target is met; the maximum award is 200% of the target. The following table provides additional information about the value of the awards based on threshold, target and maximum payout levels for the cumulative three years of the performance period: |
| 50% PSUs |
| 50% RSUs |
| LTIP Plan Total |
| ||||||||||||||||||||||||
Name | 2022-2024 Threshold ($) |
| 2022-2024 Threshold (#)(1) |
| 2022-2024 Target ($) |
| 2022-2024 Target (#)(1) |
| 2022-2024 Maximum ($) |
| 2022-2024 Maximum (#)(1) |
| 2022-2024 Target ($) |
| 2022-2024 Target (#)(2) |
| 2022-2024 Target (S) |
| 2022-2024 Target (#) |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G Marc Baumann |
| 48,000 |
|
| 15,584 |
|
| 1,200,000 |
|
| 38,961 |
|
| 2,400,000 |
|
| 77,922 |
|
| 1,200,000 |
|
| 38,962 |
|
| 2,400,000 |
|
| 77,923 |
|
Kristopher H. Roy |
| 12,000 |
|
| 3,896 |
|
| 300,000 |
|
| 9,740 |
|
| 600,000 |
|
| 19,480 |
|
| 300,000 |
|
| 9,741 |
|
| 600,000 |
|
| 19,481 |
|
Robert A. Miles |
| 4,000 |
|
| 1,299 |
|
| 100,000 |
|
| 3,247 |
|
| 200,000 |
|
| 6,494 |
|
| 100,000 |
|
| 3,247 |
|
| 200,000 |
|
| 6,494 |
|
John Ricchiuto |
| 6,000 |
|
| 1,948 |
|
| 150,000 |
|
| 4,870 |
|
| 300,000 |
|
| 9,740 |
|
| 150,000 |
|
| 4,871 |
|
| 300,000 |
|
| 9,741 |
|
Robert M. Toy |
| 11,000 |
|
| 3,572 |
|
| 275,000 |
|
| 8,929 |
|
| 550,000 |
|
| 17,858 |
|
| 275,000 |
|
| 8,929 |
|
| 550,000 |
|
| 17,858 |
|
The Performance Share Program provides participating executives with the opportunity to earn vested common stock if performance targets for Adjusted EBITDA are achieved over the cumulative three-year period and recipients satisfy service-based vesting requirements. If our cumulative three-year Adjusted EBITDA falls between performance levels, the performance payout percentage is determined by linear interpolation between such performance levels.
(3) | Column (i) sets forth the number of RSUs granted on March 3, 2022, all of which vest on December 31, 2024, subject continued service. Column (j) sets forth the grant date fair value of these RSUs based on the closing price of our common stock ($30.80) on March 2, 2022, and is computed in accordance with FASB ASC 718. |
SP+ CORPORATION 2023 PROXY STATEMENT |
34
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
Outstanding Equity Awards at Fiscal Year-End 2022
The following table shows stock awards subject to certain restrictions and other contingencies outstanding on December 31, 2022, the last day of our fiscal year, for our NEOs. No NEO held stock options or stock appreciation rights as of December 31, 2022.
|
|
|
| Stock Awards | ||||||||||||||
Name |
| Grant Date/ Performance Share Unit Period(1) |
| Number of Shares or Units That Have Not Vested (#) |
| Market Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) |
| Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G Marc Baumann |
| 1/1/20-12/31/22 (4) |
|
|
|
|
|
|
|
|
|
| 25,931 |
|
|
| — |
|
|
| 1/1/21-12/31/22 (5) |
|
| 22,906 |
|
|
| 795,296 |
|
|
|
|
|
|
|
|
|
|
| 1/1/21-12/31/23 (6) |
|
|
|
|
|
|
|
|
|
| 15,710 |
|
|
| 545,451 |
|
|
| 1/1/21-12/31/23 (7) |
|
| 47,130 |
|
|
| 1,636,354 |
|
|
|
|
|
|
|
|
|
|
| 1/1/22-12/31/24 (8) |
|
|
|
|
|
|
|
|
|
| 38,961 |
|
|
| 1,352,726 |
|
|
| 1/1/22-12/31/24 (9) |
|
| 38,962 |
|
|
| 1,352,761 |
|
|
|
|
|
|
|
|
|
Kristopher H. Roy |
| 1/1/20-12/31/22 (4) |
|
|
|
|
|
|
|
|
|
| 2,946 |
|
|
| — |
|
|
| 1/1/21-12/31/22 (5) |
|
| 4,116 |
|
|
| 142,908 |
|
|
|
|
|
|
|
|
|
|
| 1/1/21-12/31/23 (6) |
|
|
|
|
|
|
|
|
|
| 3,570 |
|
|
| 123,950 |
|
|
| 1/1/21-12/31/23 (7) |
|
| 10,712 |
|
|
| 371,921 |
|
|
|
|
|
|
|
|
|
|
| 1/1/22-12/31/24 (8) |
|
|
|
|
|
|
|
|
|
| 9,740 |
|
|
| 338,173 |
|
|
| 1/1/22-12/31/24 (9) |
|
| 9,741 |
|
|
| 338,208 |
|
|
|
|
|
|
|
|
|
Robert A. Miles |
| 1/1/20-12/31/22 (4) |
|
|
|
|
|
|
|
|
|
| 4,714 |
|
|
| 163,670 |
|
|
| 1/1/21-12/31/22 (5) |
|
| 5,842 |
|
|
| 202,834 |
|
|
|
|
|
|
|
|
|
|
| 1/1/21-12/31/23 (6) |
|
|
|
|
|
|
|
|
|
| 1,428 |
|
|
| 49,580 |
|
|
| 1/1/21-12/31/23 (7) |
|
| 4,285 |
|
|
| 148,775 |
|
|
|
|
|
|
|
|
|
|
| 1/1/22-12/31/24 (8) |
|
|
|
|
|
|
|
|
|
| 3,247 |
|
|
| 112,736 |
|
|
| 1/1/22-12/31/24 (9) |
|
| 3,247 |
|
|
| 112,736 |
|
|
|
|
|
|
|
|
|
John Ricchiuto |
| 1/1/20-12/31/22 (4) |
|
|
|
|
|
|
|
|
|
| 4,714 |
|
|
| — |
|
|
| 1/1/21-12/31/22 (5) |
|
| 5,584 |
|
|
| 193,876 |
|
|
|
|
|
|
|
|
|
|
| 1/1/21-12/31/23 (6) |
|
|
|
|
|
|
|
|
|
| 2,142 |
|
|
| 74,370 |
|
|
| 1/1/21-12/31/23 (7) |
|
| 6,427 |
|
|
| 223,145 |
|
|
|
|
|
|
|
|
|
|
| 1/1/22-12/31/24 (8) |
|
|
|
|
|
|
|
|
|
| 4,871 |
|
|
| 169,121 |
|
|
| 1/1/22-12/31/24 (9) |
|
| 4,871 |
|
|
| 169,121 |
|
|
|
|
|
|
|
|
|
Robert M. Toy |
| 1/1/20-12/31/22 (4) |
|
|
|
|
|
|
|
|
|
| 7,072 |
|
|
| — |
|
|
| 1/1/21-12/31/22 (5) |
|
| 6,980 |
|
|
| 242,346 |
|
|
|
|
|
|
|
|
|
|
| 1/1/21-12/31/23 (6) |
|
|
|
|
|
|
|
|
|
| 3,570 |
|
|
| 123,950 |
|
|
| 1/1/21-12/31/23 (7) |
|
| 10,712 |
|
|
| 371,921 |
|
|
|
|
|
|
| — |
|
|
| 1/1/22-12/31/24 (8) |
|
|
|
|
|
|
|
|
|
| 8,929 |
|
|
| 310,015 |
|
|
| 1/1/22-12/31/24 (9) |
|
| 8,929 |
|
|
| 310,015 |
|
|
|
|
|
|
|
|
|
(1) | For a better understanding of this table, we have included an additional column showing the grant dates of RSUs and the associated performance periods for the PSUs. |
(2) | Based on the closing price per share of our common stock on December 30, 2022 ($34.72). |
(3) | The shares in the Equity Incentive Plan Awards column represent PSU awards based on target payout, except for the PSUs described in footnote (4), below, that were paid out based on actual performance. |
(4) | The performance period for these PSUs ended on December 31, 2022, and the threshold level of performance was not achieved resulting in a 0% payout. |
(5) | The performance period for these PSUs is scheduled to end on December 31, 2023, and the settlement, if any, is scheduled to be made in the first quarter of 2024. |
(6) | These RSUs will vest on December 31, 2023, subject to the NEO’s continued service through such date. |
(7) | The performance period for these PSUs is scheduled to end on December 30, 2023, and the settlement, if any, is scheduled to be made in the first quarter of 2024. |
(8) | These PSUs vested December 31, 2024, and the settlement was made in the first quarter of 2025. |
(9) | These RSUs will vest on December 31, 2024. |
SP+ CORPORATION 2023 PROXY STATEMENT |
35
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
Stock Vested During 2022
The following table provides information on the RSUs and PSUs held by NEOs that vested during 2022. Our company has no outstanding option awards.
|
| Stock Awards | ||||||||||
Name |
| Number of Shares Acquired on Vesting(1) |
| Value Realized on Vesting ($)(2) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
G Marc Baumann |
|
|
| 22,906 |
|
|
|
|
| 795,296 |
|
|
Kristopher H. Roy |
|
|
| 4,116 |
|
|
|
|
| 142,908 |
|
|
Robert A. Miles |
|
|
| 5,842 |
|
|
|
|
| 202,834 |
|
|
John Ricchiuto |
|
|
| 5,584 |
|
|
|
|
| 193,876 |
|
|
Robert M. Toy |
|
|
| 6,980 |
|
|
|
|
| 242,346 |
|
|
(1) | RSUs granted on February 8, 2021 that vested December 31, 2022. |
(2) | Based on the closing price per share of our common stock on December 30, 2022 ($34.72). |
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
Our NEOs participated in a Deferred Compensation Plan that provided each with the opportunity to defer an amount which, when combined with his 401(k) plan deferral, will equal the maximum allowable deferral pursuant to the IRS section 415 limits. The following table sets forth the nonqualified deferred compensation of our NEOs that received such compensation for the fiscal year ending December 31, 2022.
Name |
| Executive Contributions in 2022 ($)(1) |
| Registrant Contributions in 2022 ($)(2) |
| Aggregate Earnings (loss) in 2022 ($)(3) |
| Aggregate Withdrawals/ Distributions ($) |
| Aggregate Balance at 12/31/1 ($)(4) | ||||||||||||||||||||
(a) |
| (b) |
|
| (c) |
|
|
|
| (d) |
|
|
|
| (e) |
|
|
|
| (f) |
|
| ||||||||
G Marc Baumann |
|
|
| 16,001 |
|
|
|
|
| 7,275 |
|
|
|
|
| (57,225 | ) |
|
|
|
| — |
|
|
|
|
| 293,621 |
|
|
Kristopher H. Roy |
|
|
| 18,209 |
|
|
|
|
| 7,275 |
|
|
|
|
| (88,455 | ) |
|
|
|
| — |
|
|
|
|
| 386,749 |
|
|
Robert A. Miles |
|
|
| 8,817 |
|
|
|
|
| 6,701 |
|
|
|
|
| (817 | ) |
|
|
|
| — |
|
|
|
|
| 20,792 |
|
|
John Ricchiuto |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| (154,978 | ) |
|
|
|
| — |
|
|
|
|
| 535,205 |
|
|
Robert M. Toy |
|
|
| 21,084 |
|
|
|
|
| 7,275 |
|
|
|
|
| (100,895 | ) |
|
|
|
| — |
|
|
|
|
| 524,464 |
|
|
(1) | The amounts included in column (b) are included as Salary in column (c) of the Summary Compensation Table. |
(2) | The amounts included in column (c) are included as All Other Compensation in column (i) of the Summary Compensation Table. |
(3) | None of the amounts reported in column (d) are reported in the Summary Compensation Table. |
(4) | Amounts reported in column (f) for each NEO include amounts previously reported in the Summary Compensation Table in previous years when earned if that executive’s compensation was required to be disclosed in a previous year. |
SP+ CORPORATION 2023 PROXY STATEMENT |
36
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
CEO Pay Ratio
As required by the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee to the annual total compensation of our CEO.
As is permitted under the SEC rules, to determine our median employee, we chose “gross wages” as our consistently applied compensation measure. Using a determination date of December 31, 2022, our employee population was comprised of 18,079 people. Under the de minimis rule, a company may exclude non-U.S. employees who account for 5% or less of the company’s total employees. In determining the identity of our median employee, we excluded 214 non-US employees from the following countries: Canada (159); England (30); and India (25). From the remaining 17,865 US employees, we identified our median employee. We determined that our median employee’s total compensation was $22,984 calculated in accordance with the SEC rules applicable to the Summary Compensation Table, while our CEO’s total compensation included in the Summary Compensation Table was $4,234,415. Accordingly, our estimated CEO pay ratio is 184 to 1.
This ratio is a reasonable estimate calculated using a methodology consistent with the SEC rules. As the SEC rules allow companies to adopt a wide range of methodologies, to apply country exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO pay ratio, the ratio may not be comparable to the CEO pay ratios presented by other companies.
Pay-Versus-Performance
The following table provides information with respect to the relationship between the compensation of our NEOs and Company performance for the fiscal years ending December 31, 2022, 2021 and 2020. The compensation information presented in the table and disclosure below is intended to be provided in accordance with SEC rules, and may be different from the compensation information presented in the Compensation Discussion and Analysis. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
Year | Summary Compensation Table Total for PEO (1) |
| Compensation Actually Paid to PEO (2) |
| Average Summary Compensation Table Total for non-PEO NEOs (3) |
| Average Compensation Actually Paid to non-PEO NEOs (4) |
| Value on Initial Fixed $100 Investment Based On: |
| Net Income |
| Company Selected Measure (adj EBITDA) |
| ||||||||||
|
|
|
|
|
|
|
|
| Total Shareholder Return |
| Peer Group Total Shareholder Return (5) |
|
|
|
|
| ||||||||
2022 |
| 4,234,415 |
|
| 5,875,701 |
|
| 1,183,063 |
|
| 1,475,444 |
|
| 94 |
|
| 122 |
|
| 45,200,000 |
|
| 117,200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
| 4,947,004 |
|
| 4,451,032 |
|
| 1,294,342 |
|
| 1,197,512 |
|
| 76 |
|
| 140 |
|
| 31,700,000 |
|
| 94,800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
| 1,842,491 |
|
| 1,282,026 |
|
| 621,099 |
|
| 360,052 |
|
| 78 |
|
| 119 |
|
| (172,800 | ) |
| 51,400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The amounts here are found in the Summary Compensation Table. |
(2) | The Compensation Actually Paid includes actual base salary, non-equity incentive compensation, the change in value in all unvested Restricted Stock Units and Performance Stock Units and the sum of other income. |
(3) | The average compensation from the Summary Compensation Table for Mr. Roy, Mr. Miles, Mr. Ricchiuto and Mr. Toy. |
(4) | The average of the Compensation Actually Paid (the sum of actual base salary, non-equity incentive compensation, other income and the change in value for all unvested Restricted Stock Units and Performance Stock Units) for Mr. Roy, Mr. Miles, Mr. Ricchiuto and Mr. Toy. |
(5) | The peer group for the TSR calculation is the S&P Small Cap 600 Commercial & Professional Services index. |
SP+ CORPORATION 2023 PROXY STATEMENT |
37
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
Most Important Financial Metric
At SP+, we have always subscribed to a pay for performance philosophy. Due to the nature of our business model as a management services firm, many traditional financial performance measures are not a good indicator of SP+ success. As such, we have both our non-equity incentive compensation and our equity based incentive compensation tied to a single “most important” financial performance measure:
|
| PEO |
|
| Non PEO NEOs |
|
Most Important Financial Metric(1)(2) |
| Adjusted EBITDA |
|
| Adjusted EBITDA |
|
Weighting |
| 100% |
|
| 100% |
|
(1) | PBC Adjusted EBITDA is our financial metric for both our short-term (PBC) and long-term incentive plans. This measure is the only financial measure used in incentive plans linking performance to compensation actually paid for our PEO and non-PEO NEOs. |
(2) | Further details on this measure and how it features in our compensation plans can be found in our Compensation Discussion & Analysis. |
Adjustments Made to Determine Compensation Actually Paid
This table shows the adjustments made to the values in the Summary Compensation Table to calculate the values in the Pay versus Performance table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to Determine Compensation Actually Paid for PEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
| 2021 |
| 2020 | ||||||||||||
Deduction for Amounts Reported under the "Stock Awards" column in SCT |
|
|
| (2,400,028 | ) |
|
| (2,944,473) |
|
|
|
|
| (982,526 | ) |
| ||
Increase for Fair Value of Awards Granted during the year that Vested as of Year-end |
|
| 0 |
|
|
|
| 0 |
|
|
|
|
| 0 |
|
| ||
Fair Value of Awards Granted during the year that Remain Unvested as of Year-end |
|
|
| 3,381,850 |
|
|
|
|
| 2,448,501 |
|
|
|
|
| 747,591 |
|
|
Increase/Deduction for Change in Fair Value from prior Year-end to Current Year-end for Awards that were Outstanding and Unvested as of Year-end |
|
|
| 510,575 |
|
|
|
|
| 0 |
|
|
|
|
| 0 |
|
|
Increase/Deduction for Change in Fair Value from prior Year-end to Current Year-end for Awards that were Vested as of Year-end |
|
|
| 148,889 |
|
|
|
|
| - |
|
|
|
|
| (325,530 | ) |
|
Deduction of Fair Value of Awards Granted in Prior year that were Forfeited during the Year |
|
| 0 |
|
|
|
| 0 |
|
|
|
|
| 0 |
|
| ||
Deduction for Change in Pension Value Reported in the Summary Compensation Table |
|
| 0 |
|
|
|
| 0 |
|
|
|
|
| 0 |
|
| ||
Increase for Service Cost for Pension Plans |
|
| 0 |
|
|
|
| 0 |
|
|
|
| 0 |
|
| |||
Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date |
|
| 0 |
|
|
|
| 0 |
|
|
|
|
|
|
|
| ||
TOTAL ADJUSTMENTS |
|
|
| 1,641,286 |
|
|
| (495,972) |
|
|
|
|
| (560,465 | ) |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to Determine Compensation Actually Paid Average for non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 |
| 2021 |
| 2020 | ||||||||||||
Deduction for Amounts Reported under the "Stock Awards" column in SCT |
|
|
| (412,520 | ) |
|
|
|
| (558,001 | ) |
|
|
|
| (184,202 | ) |
|
Increase for Fair Value of Awards Granted during the year that Vested as of Year-end |
|
| 0 |
|
|
|
| 0 |
|
|
|
| 0 |
|
| |||
Fair Value of Awards Granted during the year that Remain Unvested as of Year-end |
|
|
| 581,274 |
|
|
|
|
| 461,171 |
|
|
|
|
| 140,157 |
|
|
Increase/Deduction for Change in Fair Value from prior Year-end to Current Year-end for Awards that were Outstanding and Unvested as of Year-end |
|
|
| 87,029 |
|
|
|
|
| 0 |
|
|
|
|
| 0 |
|
|
Increase/Deduction for Change in Fair Value from prior Year-end to Current Year-end for Awards that were Vested as of Year-end |
|
|
| 36,598 |
|
|
|
| 0 |
|
|
|
|
| (217,002 | ) |
| |
Deduction of Fair Value of Awards Granted in Prior year that were Forfeited during the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduction for Change in Pension Value Reported in the Summary Compensation Table |
|
| 0 |
|
|
|
| 0 |
|
|
|
| 0 |
|
| |||
Increase for Service Cost for Pension Plans |
|
| 0 |
|
|
|
| 0 |
|
|
|
| 0 |
|
| |||
Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date |
|
| 0 |
|
|
|
| 0 |
|
|
|
| 0 |
|
| |||
TOTAL ADJUSTMENTS |
|
|
| 292,380 |
|
|
|
|
| (96,830 | ) |
|
|
|
| (261,047 | ) |
|
SP+ CORPORATION 2023 PROXY STATEMENT |
38
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
(1) | The 2020-2022 Performance Shares did not meet the free cash flow threshold to vest. |
(2) | There is an adjustment 2022-2024 Performance Share Plan. It is the calculated difference in the 2022 Performance Share Plan year between the closing price of the grant date, March 2, 2022 ($30.80) and the 2022 year-end closing price ($34.72). |
(3) | There are three calculated adjustments. One for the unvested shares from the 2021 – 2023 and 2022-2024 Performance Share Plans year, and this valuation includes the difference in the 2021 grant price ($27.94) from the 2021 year-end closing price ($28.22), Also the difference between for the unvested shares from the 2021-2023 Plan which was the difference between the 2021 closing price and the 2022 year-end closing price. |
(4) | The 2020 – 2022 Performance Shares did not vest because the free cash flow threshold was not met. |
(5) | There was no deduction in the Fair Value for shares granted in a prior year that were forfeit during this year. |
(6) | Our PEO and other non-PEO NEOs do not have a pension. |
(7) | Our PEO and non-PEO NEOs do not receive dividends. |
Values from Pay versus Performance Table Charted from 2020 – 2022
From the chart above we can see how the PEO pay and the non-PEO NEOs’ pay align with the changes in Net Income and Adjusted EBITDA.
Employment Agreements
Mr. Baumann
We entered into a new CEO Employment Agreement with Mr. Baumann effective as of December 28, 2022, which superseded and replaced his prior amended and restated executive employment agreement.
The CEO Employment Agreement provides Mr. Baumann with the following compensation and benefits:
• | annual base salary of no less than $800,000, subject to review annually in accordance with our company’s review policies and practices then in effect; |
• | participation in any annual bonus program maintained by our company for its senior executives with a target of not less than $800,000; |
• | participation in the LTIP; |
• | participation in all compensation and employee benefit plans or programs, and all benefits or perquisites, for which any member of our company’s senior management is eligible under any existing or future plan or program; and |
• | payment of the premiums for Mr. Baumann’s supplemental life insurance until the age of 72; the current amount of the annual premium is $2,825. |
The CEO Employment Agreement provides continuation of certain salary and benefits upon termination of employment depending upon the reason for termination as described below under “Payments and Potential Payments upon Termination or Change of Control-Mr. Baumann.” The CEO Employment Agreement also provides that Mr. Baumann may not disclose or use
SP+ CORPORATION 2023 PROXY STATEMENT |
39
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
any of our confidential information during the term of the employment agreement. During his employment with our Company and for a period of 24 months following his termination for any reason, he is precluded from engaging or assisting in any business that is in competition with our company and from soliciting our company’s clients, customers, business referral sources, employees or representatives.
Under the CEO Employment Agreement, Mr. Baumann, is entitled to receive enhanced severance benefits upon a termination of employment that occurs in connection with a change in control. In the event that Mr. Baumann’s employment with the Company is terminated without cause or he terminates his employment for good reason (as each term is defined in the CEO Employment Agreement) in the three months prior to or two years following a change in control of the Company, Mr. Baumann will receive the following payments and benefits:
| • | 36-months base salary; |
| • | 36-months target annual bonus; |
| • | any bonus that was earned but unpaid as of the date employment was terminated; |
| • | when vested, amounts due under outstanding equity awards; and |
| • | 18 months of welfare benefits continuation coverage for Mr. Baumann and his family. |
Messrs. Ricchiuto, Toy, Roy and Miles
On November 15, 2022, we announced several leadership changes, all of which took effect on January 1, 2023. As part of these changes, Mr. Ricchiuto transitioned from his role as President, Airport Division to Executive Advisor, Airport Division. Additionally, Mr. Toy transitioned from his role as President, Commercial Division to Executive Advisor, Commercial Division. On December 29, 2022, Mr. Ricchiuto and Mr. Toy both entered into Amended and Restated Employment Agreements documenting the change.
We also have employment agreements with each of Messrs. Roy and Miles
Each executive’s compensation is governed largely by his respective employment agreement, subject to annual review. For Messrs. Ricchiuto and Toy there is no automatic renewal. The employment agreements of Messrs. Roy and Miles automatically renew for one-year periods unless either party provides advanced notice of an intention not to renew the employment agreement. As of April 1, 2023, the employment agreements will automatically renew for Messrs. Roy and Miles on the following dates unless either party provides a termination notice: Mr. Roy - August 31, 2023 and Mr. Miles - October 16, 2023.
Each of the employment agreements provides the NEO with the following compensation and benefits:
• | A minimum annual base salary, subject to review annually in accordance with our company’s review policies and practices then in effect; |
• | Participation in any annual bonus program maintained by our company for its senior executives; |
• | Participation in the LTIP; and |
• | Participation in all compensation and employee benefit plans or programs, and all benefits or perquisites, for which any member of our company’s senior management is eligible under any existing or future plan or program. |
The annual salary for each as of December 31, 2022 was as follows: Mr. Roy-$475,000, Mr. Miles-$368,000, Mr. Ricchiuto-$440,000 and Mr. Toy-$550,000.
The employment agreement provides that each of these NEOs is entitled to continuation of certain salary and benefits upon termination of employment depending upon the reason for termination as described below under “Payments and Potential Payments upon Termination or Change of Control-Potential Payments to Other Executive Officers.” The employment agreements for each of these NEOs also provide that they may not disclose or use any confidential information of our company during or after the term of the employment agreement. During their employment with us and for a period of 24 months following their termination of employment for any reason, each of these employees is precluded from engaging or assisting in any business that is in competition with our company and from soliciting any of our company’s clients, customers, business referral sources, officers, employees or representatives.
SP+ CORPORATION 2023 PROXY STATEMENT |
40
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
Change in Control Severance Plan
Under the Change in Control Severance Plan, Messrs. Roy and Miles are designated as “Tier 1 Employees” and entitled to enhanced severance benefits upon a termination of employment that occurs in connection with a change in control. In the event a Tier 1 Employee’s employment with the Company is terminated without cause or a Tier 1 Employee terminates his or her employment for good reason (as each term is defined in the Change in Control Severance Plan) in the three months prior to or two years following a change in control of the Company, such Tier 1 Employee will receive the following benefits:
| • | 24 months base salary; |
| • | 24-months target annual bonus; |
| • | any bonus that was earned but unpaid as of the date employment was terminated; |
| • | all accrued and unpaid expenses; and |
| • | 12 months of COBRA continuation coverage. |
Payments and Potential Payments upon Termination or Change of Control
Potential Payments to Mr. Baumann
Our employment agreement with Mr. Baumann is terminable by us for cause. If his employment is terminated by reason of his death, we are obligated to pay his estate an amount equal to the base salary earned through the end of the calendar month in which death occurs, plus any earned and unpaid annual bonus, a pro-rata portion of the target bonus for the year in which the death occurs, vacation pay and other benefits earned through the date of death including any vested benefits to which he may be entitled and the value of any in-flight equity awards that will vest on the date of termination or later.
If Mr. Baumann’s employment is terminated by reason of disability, we are obligated to pay him or his legal representative an amount equal to his annual base salary in effect on the date of termination for, eighteen (18) months reduced by amounts received under any disability benefit program, plus any earned and unpaid annual bonus, pro-rata portion of the target bonus for the year the date of termination occurs, vacation pay and other benefits earned through the date of termination, including any vested benefits to which he may be entitled and the value of any in-flight equity awards that will vest on the date of the termination or later.
Upon Mr. Baumann’s termination of employment for cause or by reason of the executive’s voluntary resignation not for good reason, we must pay him the annual base salary through the date of termination, the annual bonus for any calendar year ended prior to termination, and any vested benefits to which he may be entitled.
If Mr. Baumann voluntarily resigns for “good reason” (as defined in the CEO Employment Agreement) or upon our termination of his employment for any reason other than cause, we must continue to pay his most recent base salary and target annual bonus, for a period of 24 months following termination, pay any earned but unpaid annual bonus, and provide him and/or his family with certain other benefits including health insurance (medical and dental) for eighteen months and any vested benefits to which he may be entitled as well as the value on any in-flight equity awards that will vest on the date of termination or later.
Mr. Baumann is subject to non-competition and non-solicitation agreements for 24 months following termination of his employment.
Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Baumann, our Chairman and CEO, if his employment terminated and a change of control occurred on December 31, 2022, the last day of the fiscal year.
SP+ CORPORATION 2023 PROXY STATEMENT |
41
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
Compensation Component |
| CEO Voluntary Resignation ($) |
| CEO Resignation for Good Reason ($) |
| Company Termination Without Cause ($) |
| Company Termination for Cause ($) |
| Change in Control within two years ($) |
|
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base salary |
|
|
| — |
|
|
|
|
| 1,600,000 |
| (1) |
|
|
| 1,600,000 |
| (1) |
|
|
| — |
|
|
|
| 2,400,000 |
| (3) |
Target cash incentive |
|
|
| 800,000 |
| (2) |
|
|
| 1,600,000 |
| (1) |
|
|
| 1,600,000 |
| (1) |
|
|
| 800,000 |
| (2) |
|
| 2,400,000 |
| (3) |
Restricted Stock Units & Special 'Restricted Stock Units |
|
|
| 2,337,119 |
| (4) |
|
|
| 2,337,119 |
| (4) |
|
|
| 795,296 |
| (4) |
|
|
| — |
|
|
|
| 3,784,411 |
| (4) |
Performance Share Units |
|
|
| 814,543 |
| (5) |
|
|
| 814,543 |
| (5) |
|
|
| 814,543 |
| (5) |
|
|
| — |
|
|
|
| 1,898,177 |
| (5) |
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Benefits |
|
|
| — |
|
|
|
|
| 39,846 |
| (6) |
|
|
| 39,846 |
| (7) |
|
|
| — |
|
|
|
| 39,846 |
| (3) |
Insurance funding |
|
|
| 12,713 |
| (7) |
|
|
| 12,713 |
| (7) |
|
|
| 12,713 |
| (7) |
|
|
| 12,713 |
| (7) |
|
| 12,713 |
| (3) |
Total |
|
|
| 3,964,375 |
|
|
|
|
| 6,404,221 |
|
|
|
|
| 4,862,398 |
|
|
|
|
| 812,713 |
|
|
|
| 10,535,147 |
|
|
(1) | Payable as salary continuation for 24 months, subject to compliance with covenants not to solicit or compete for 24 months. |
(2) | Payable as salary continuation for 24 months, subject to compliance with covenants not to solicit or compete for 24 months. |
(3) | In the event the CEO is terminated following a change of control, payment would follow the change in control termination provisions outlined in his employment agreement. |
(4) | For a voluntary resignation after age 65, the RSUs are pro-rated. In the event of a change of control, the RSU vesting accelerates. For purposes of this schedule, the value of the RSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 ($34.72). |
(5) | For a retirement after age 65, the PSUs vest pro-rata (i.e. open cycles) provided that the vesting provisions including any performance requirements are met. For purposes of this schedule, the value of the PSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 by the pro-rated actual value. In the event of a change of control prior to the end of the performance cycle, the performance period ends as of the date of the change of control and the performance goal is measured through this date with appropriate adjustments to reflect the shortened performance period and all target shares are awarded. |
(6) | Estimated cost of health insurance coverage continuation for 18 months computed at current premium. |
(7) | Estimated cost of required life insurance policy payments computed based on 2022 premiums. |
Potential Payments to Other Named Executive Officers
Each of our employment agreements with Messrs. Roy, Miles, Ricchiuto and Toy is terminable by us for cause. If their employment is terminated by reason of their death, we are obligated to pay their respective estates an amount equal to the base salary earned through the end of the calendar month in which death occurs, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of death. If the employment of Messrs. Roy, Miles, Ricchiuto and Toy is terminated by us because of the NEO's disability, we are obligated to pay the NEO or his legal representative an amount equal to his annual base salary for the duration of the employment period in effect on the date of termination, reduced by amounts received under any disability benefit program, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of termination. Upon termination of the employment of Messrs. Ricchiuto or Toy for cause or by reason of the executive’s voluntary resignation without good reason, we must pay the executive the sum of $50,000 over a 12-month period. Upon termination of the employment for Messrs. Roy or Miles for cause or by reason of his voluntary resignation without good reason, we must pay him the sum of 1/24 of his annual salary, payable over a 12-month period.
If Messrs. Ricchiuto or Toy voluntarily resigns for “good reason” (as defined in the respective employment agreement) or upon our termination of their employment for any reason other than cause, we must (i) pay the executive, for a period of 24 months following termination, payments at the rate of the executive’s most recent annual base salary and annual target bonus, and (ii) provide the executive and/or his family with certain other benefits. Messrs. Ricchiuto or Toy are subject to non-competition and non-solicitation agreements for 24 months following termination of their employment. If Messrs. Roy or Miles voluntarily resigns for “good reason” (as defined in the respective employment agreement) or upon our termination of his employment for any reason other than cause, we must (i) pay the executive, for a period of 12 months following termination, payments at the rate of the executive’s most recent annual base salary and annual target bonus, and (ii) provide the executive and/or his family with certain other benefits. Messrs. Roy and Miles are subject to non-competition and non-solicitation agreements for 12 months following termination of his employment.
SP+ CORPORATION 2023 PROXY STATEMENT |
42
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Roy, our Chief Financial Officer, if his employment terminated and a change of control occurred on December 31, 2022, the last day of the fiscal year.
Compensation Component |
| NEO Voluntary Resignation ($) |
| NEO Resignation for Good Reason ($) |
| Company Termination Without Cause ($) |
| Company Termination for Cause ($) |
|
| Change in Control within two years ($) |
|
|
|
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base salary |
|
|
| 19,792 |
| (1) |
|
|
| 475,000 |
| (2) |
|
|
| 475,000 |
| (2) |
|
|
| 19,792 |
| (1) |
|
|
| 950,000 |
|
| (3 | ) |
Target cash incentive |
|
|
| — |
|
|
|
|
| 275,000 |
| (2) |
|
|
| 275,000 |
| (2) |
|
|
| — |
|
|
|
|
| 550,000 |
|
| (3 | ) |
Restricted Stock Units & Special 'Restricted Stock Units |
|
|
| 142,907 |
| (5) |
|
|
| 142,907 |
| (5) |
|
|
| 142,907 |
| (5) |
|
|
| — |
|
|
|
|
| 853,036 |
| (4)(5) |
| |
Performance Share Units |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| 462,123 |
|
| (6 | ) |
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Benefits |
|
|
| — |
|
|
|
|
| 26,564 |
| (7) |
|
|
| 26,564 |
| (7) |
|
|
| — |
|
|
|
|
| 26,564 |
|
| (3 | ) |
Total |
|
|
| 162,699 |
|
|
|
|
| 919,471 |
|
|
|
|
| 919,471 |
|
|
|
|
| 19,792 |
|
|
|
|
| 2,841,723 |
|
|
|
|
(1) | Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 12 months. |
(2) | Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 12 months. |
(3) | In the event NEO is terminated following a change of control, it would follow the termination without cause provisions outlined in the Change in Control Severance plan. |
(4) | In the event of a change of control, the RSU vesting accelerates. For purposes of this schedule, the value of the RSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 ($34.72). |
(5) | With the exception of the shares vested on 12/31/22, the RSUs are forfeited for all reasons referenced in the table, except in the event of a change of control. |
(6) | For a retirement after age 65, the PSUs vest pro-rata (i.e. open cycles) provided that the vesting provisions including any performance requirements are met. For purposes of this schedule, the value of the PSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 ($34.72) by the pro-rated actual value. In the event of a change of control prior to the end of the performance cycle, the performance period ends as of the date of the change of control and the performance goal is measured through this date with appropriate adjustments to reflect the shortened performance period and all target shares are awarded. |
(7) | Estimated cost of health insurance coverage continuation for 12 months computed at current premium. |
Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Miles, our President of Bags, if his employment terminated and a change of control occurred on December 31, 2022, the last day of the fiscal year.
Compensation Component |
| NEO Voluntary Resignation ($) |
| NEO Resignation for Good Reason ($) |
| Company Termination Without Cause ($) |
| Company Termination for Cause ($) |
| Change in Control within two years ($) |
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base salary |
|
|
| 15,333 |
| (1) |
|
|
| 368,000 |
| (2) |
|
|
| 368,000 |
| (2) |
|
|
| 15,333 |
| (1) |
|
|
| 736,000 |
|
| (3 | ) |
Target cash incentive |
|
|
| — |
|
|
|
|
| 200,000 |
| (2) |
|
|
| 200,000 |
| (2) |
|
|
| — |
|
|
|
|
| 400,000 |
|
| (3 | ) |
Restricted Stock Units & Special Restricted Stock Units |
|
|
| 202,834 |
| (5) |
|
|
| 202,834 |
| (5) |
|
|
| 202,834 |
| (5) |
|
|
| — |
|
|
|
|
| 464,345 |
| (4)(5) |
| |
Performance Share Units |
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| 162,316 |
|
| (6 | ) |
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Benefits |
|
|
| — |
|
|
|
|
| 26,564 |
| (7) |
|
|
| 26,564 |
| (7) |
|
|
| — |
|
|
|
|
| 26,564 |
|
| (3 | ) |
Total |
|
|
| 218,167 |
|
|
|
|
| 797,398 |
|
|
|
|
| 797,398 |
|
|
|
|
| 15,333 |
|
|
|
|
| 1,789,225 |
|
|
|
|
(1) | Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 12 months. |
(2) | Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 12 months. |
(3) | In the event NEO is terminated following a change of control, it would follow the termination without cause provisions outlined in the Change in Control Severance plan. |
(4) In the event of a change of control, the RSU vesting accelerates. For purposes of this schedule, the value of the RSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 ($34.72).
(5) | With the exception of the shares that vested on 12/31/22, the RSUs are forfeited for all reasons referenced in the table, except in the event of a change of control. |
(6) | For a retirement after age 65, the PSUs vest pro-rata (i.e. open cycles) provided that the vesting provisions including any performance requirements are met. For purposes of this schedule, the value of the PSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 ($34.72) by the pro-rated actual value. In the event of a change of control prior to the end of the performance cycle, the performance period ends as of the date of the change of control and the performance goal is measured through this date with appropriate adjustments to reflect the shortened performance period and all target shares are awarded. |
(7) | Estimated cost of health insurance coverage continuation for 12 months computed at current premium. |
SP+ CORPORATION 2023 PROXY STATEMENT |
43
| EXECUTIVE COMPENSATION |
|
|
| |
|
| |
|
|
Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Ricchiuto, Executive Advisor of Airport Division, if his employment terminated and a change of control occurred on December 31, 2022, the last day of the fiscal year.
Compensation Component |
| NEO Voluntary Resignation ($) |
| NEO Resignation for Good Reason ($) |
| Company Termination Without Cause ($) |
| Company Termination for Cause ($) |
| Change in Control within two years ($) |
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base salary |
|
|
| 50,000 |
| (1) |
|
|
| 880,000 |
| (2) |
|
|
| 880,000 |
| (2) |
|
|
| 50,000 |
| (1) |
|
|
| 880,000 |
|
| (3 | ) |
Target cash incentive |
|
|
| — |
|
|
|
|
| 400,000 |
| (2) |
|
|
| 400,000 |
| (2) |
|
|
| — |
|
|
|
|
| 400,000 |
|
| (3 | ) |
Restricted Stock Units & Special 'Restricted Stock Units |
|
|
| 324,632 |
| (4) |
|
|
| 324,632 |
| (4) |
|
|
| 193,876 |
| (4) |
|
|
| — |
|
|
|
|
| 586,143 |
|
| (4 | ) |
Performance Share Units |
|
|
| 105,942 |
| (5) |
|
|
| 105,942 |
| (5) |
|
|
| 105,942 |
| (5) |
|
|
| — |
|
|
|
|
| 243,457 |
| (5) |
| |
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Benefits |
|
|
| — |
|
|
|
|
| 19,682 |
| (6) |
|
|
| 19,682 |
| (6) |
|
|
| — |
|
|
|
|
| 19,682 |
|
| (3 | ) |
Total |
|
|
| 480,574 |
|
|
|
|
| 1,730,256 |
|
|
|
|
| 1,599,500 |
|
|
|
|
| 50,000 |
|
|
|
|
| 2,129,282 |
|
|
|
|
(1) | Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months. |
(2) | Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months. |
(3) | In the event NEO is terminated following a change of control, it would follow the termination without cause provisions outlined his employment agreement. |
(4) | For a voluntary resignation after age 65, the RSUs are pro-rated. In the event of a change of control, the RSU vesting accelerates. For purposes of this schedule, the value of the RSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 ($34.72). |
(5) | For a retirement after age 65, the PSUs vest pro-rata (i.e. open cycles) provided that the vesting provisions including any performance requirements are met. For purposes of this schedule, the value of the PSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 by the pro-rated actual value. In the event of a change of control prior to the end of the performance cycle, the performance period ends as of the date of the change of control and the performance goal is measured through this date with appropriate adjustments to reflect the shortened performance period and all target shares are awarded. |
(6) Estimated cost of health insurance coverage continuation for 12 months computed at current premium.
Post-Employment Payments. The following table describes certain potential payments and benefits payable to Mr. Toy, Executive Advisor of Commercial Division, if his employment terminated and a change of control occurred on December 31, 2022, the last day of the fiscal year.
Compensation Component |
| NEO Voluntary Resignation ($) |
| NEO Resignation for Good Reason ($) |
| Company Termination Without Cause ($) |
| Company Termination for Cause ($) |
| Change in Control within two years ($) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base salary |
|
|
| 50,000 |
| (1) |
|
|
| 1,100,000 |
| (2) |
|
|
| 1,100,000 |
| (1) |
|
|
| 50,000 |
| (1) |
|
|
| 1,100,000 |
| (3) |
Target cash incentive |
|
|
| — |
|
|
|
|
| 500,000 |
| (2) |
|
|
| 500,000 |
| (2) |
|
|
| — |
|
|
|
|
| 500,000 |
| (3) |
Restricted Stock Units & Special 'Restricted Stock Units |
|
|
| 593,608 |
| (4) |
|
|
| 593,608 |
| (4) |
|
|
| 242,346 |
| (4) |
|
|
| — |
|
|
|
|
| 924,281 |
| (4) |
Performance Share Units |
|
|
| 185,972 |
| (5) |
|
|
| 185,972 |
| (5) |
|
|
| 185,972 |
| (5) |
|
|
| — |
|
|
|
|
| 679,505 |
| (5) |
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Benefits |
|
|
| — |
|
|
|
|
| 26,564 |
| (6) |
|
|
| 26,564 |
| (6) |
|
|
| — |
|
|
|
|
| 26,564 |
| (3) |
Total |
|
|
| 829,580 |
|
|
|
|
| 2,406,144 |
|
|
|
|
| 2,054,882 |
|
|
|
|
| 50,000 |
|
|
|
|
| 3,230,350 |
|
|
(1) | Payable as salary continuation over 12 months, subject to compliance with covenants not to solicit or compete for 24 months. |
(2) | Payable as salary continuation over 24 months, subject to compliance with covenants not to solicit or compete for 24 months. |
(3) | In the event NEO is terminated following a change of control, it would follow the termination without cause provisions outlined in his employment agreement. |
(4) | For a voluntary resignation after age 65, the RSUs are pro-rated. In the event of a change of control, the RSU vesting accelerates. For purposes of this schedule, the value of the RSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 ($34.72). |
(5) | For a retirement after age 65, the PSUs vest pro-rata (i.e. open cycles) provided that the vesting provisions including any performance requirements are met. For purposes of this schedule, the value of the PSUs are calculated by multiplying the closing price per share of common stock on December 30, 2022 by the pro-rated actual value. In the event of a change of control prior to the end of the performance cycle, the performance period ends as of the date of the change of control and the performance goal is measured through this date with appropriate adjustments to reflect the shortened performance period and all target shares are awarded. |
(6) | Estimated cost of health insurance coverage continuation for 12 months computed at current premium. |
SP+ CORPORATION 2023 PROXY STATEMENT |
44
|
|
NON-EMPLOYEE DIRECTOR COMPENSATION
The following table sets forth the compensation earned for services rendered to us for the fiscal year ending December 31, 2022 by our non-executive directors.
Non-Employee Director Compensation Table
Name |
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($)(1) |
|
|
| Option Awards ($) |
| All Other Compensation ($) |
| Total ($) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alice M. Peterson |
|
|
| 95,000 |
|
|
|
|
| 85,000 |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| 180,000 |
|
|
Gregory A. Reid |
|
|
| 77,500 |
|
|
|
|
| 85,000 |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| 162,500 |
|
|
Wyman T. Roberts |
|
|
| 82,500 |
|
|
|
|
| 85,000 |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| 167,500 |
|
|
Diana L. Sands |
|
|
| 76,805 |
|
|
|
|
| 85,000 |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| 161,805 |
|
|
Douglas R. Waggoner |
|
|
| 117,500 |
|
|
|
|
| 85,000 |
|
|
|
|
| — |
|
|
|
|
| — |
|
|
|
|
| 202,500 |
|
|
(1) | Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. |
Non-Employee Director Fees Earned or Paid in Cash
2022 directors’ fees paid in cash as stated below are paid only to directors who are not employees of our company.
Fee Category |
| Annual Rate ($) | ||||
|
|
|
|
|
|
|
Annual Cash Retainer (exclusive of Chair) |
|
|
| 60,000 |
|
|
Lead Independent Director |
|
|
| 35,000 |
|
|
Audit Committee Membership (exclusive of Chair) |
|
|
| 10,000 |
|
|
Audit Committee Chair |
|
|
| 30,000 |
|
|
Compensation Committee Membership (exclusive of Chair) |
|
|
| 7,500 |
|
|
Compensation Committee Chair |
|
|
| 17,500 |
|
|
Nominating and Corporate Governance Committee Membership (exclusive of Chair) |
|
|
| 5,000 |
|
|
Nominating and Corporate Governance Committee Chair |
|
|
| 15,000 |
|
|
We use published survey data as an indicator of appropriate compensation for non-employee director compensation. The information obtained from the most recent compensation study, completed in February 2023, shows that both the cash retainer and annual stock grants provided to our non-employee directors are below the 25th percentile of similarly-sized general industry companies. In March 2023, the Compensation Committee approved increasing the cash retainer for non-employee directors (exclusive of the Chair) to $70,500 and increasing the annual stock grants for the non-employee directors to $130,000, which would bring each component of compensation for non-employee directors to the 25th percentile. In addition, the cash retainer for the Compensation Chair will be increased to $20,000 and the cash retainer for the Audit Committee Chair will be decreased to $25,000, in each case to move to the 50th percentile and bring it in alignment with the cash compensation for our other Chair positions. These changes will go into effect for non-employee directors following election by the stockholders at the May 10, 2023 Annual Stockholders Meeting.
Non-Employee Director Stock Grants
Messrs. Reid, Roberts and Waggoner and Mses. Peterson and Sands each received a stock grant of 2,927 shares of common stock on May 12, 2022 for their service as directors.
Non-Employee Director Stock Ownership Requirements
On March 6, 2019, our Board adopted new stock ownership requirements for our non-employee directors. Our non-employee directors are now required to hold common stock equal to three times their annual cash retainer, which was $60,000 in 2022. All non-employee directors have achieved compliance with these stock ownership requirements except for Ms. Sands who was elected to the Board in May 2021.
SP+ CORPORATION 2023 PROXY STATEMENT |
45
|
|
TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS
Our Board recognizes that related person transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and has determined that the Audit Committee is best suited to review and approve related person transactions. Our Audit Committee’s charter requires it to review, on an ongoing basis, related party transactions required to be disclosed in our public filings for potential conflict of interest situations and requires all such transactions to be approved by the Audit Committee or another independent body of the Board.
SP+ CORPORATION 2023 PROXY STATEMENT |
46
|
|
SECURITY OWNERSHIP
The following table sets forth information regarding the beneficial ownership of our common stock as of the Record Date, by:
• | each person known by us to beneficially own more than 5% of the outstanding shares of our common stock; |
• | each of our NEOs; |
• | each of our directors and nominees for director; and |
• | all of our directors and NEOs as a group. |
Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of the Record Date, are deemed issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of any other stockholder.
Except as indicated in the footnotes to this table and subject to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by them. This table also includes shares owned by a spouse as community property.
Percentage beneficially owned is based on 23,424,685 shares of common stock outstanding on the Record Date, and is calculated in accordance with SEC rules.
|
|
| |||||||||
|
|
| |||||||||
Name and Address of Beneficial Owner(1) |
| Current Shares Beneficially Owned(2) |
|
|
|
| Percent of Shares Beneficially Owned (%) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
5% or Greater Beneficial Owners |
|
|
|
|
|
|
|
|
| ||
BlackRock, Inc. |
| 1,354,627(3) |
|
|
|
|
| 5.78% |
| ||
River Road Asset Management, LLC |
| 1,713,091(4) |
|
|
|
|
| 7.31% |
| ||
Segall Bryan & Hamill, LLC |
| 1,409,188(5) |
|
|
|
|
| 6.02% |
| ||
Wellington Management Group LLP |
| 1,614,375(6) |
|
|
|
|
| 6.89% |
| ||
Named Executive Officers & Directors |
|
|
|
|
|
|
|
|
| ||
G Marc Baumann |
| 89,379(7) |
|
|
|
|
| * |
| ||
John Ricchiuto |
| 18,302(8) |
|
|
|
|
| * |
| ||
Robert M. Toy |
| 25,397(9) |
|
|
|
|
| * |
| ||
Wyman T. Roberts |
| 25,716 |
|
|
|
|
| * |
| ||
Douglas R. Waggoner |
|
|
| 25,716 |
|
|
|
|
| * |
|
Gregory A. Reid |
|
|
| 18,097 |
|
|
|
|
| * |
|
Alice M. Peterson |
|
|
| 15,094 |
|
|
|
|
| * |
|
Kristopher H. Roy |
|
| 12,401(10) |
|
|
|
|
| * |
| |
Robert A. Miles |
|
| 15,148(11) |
|
|
|
|
| * |
| |
Diana L. Sands |
|
|
| 5,611 |
|
|
|
|
| * |
|
All directors and NEOs as a group (10 persons) |
| 271,936(12)(13)(14) |
|
|
|
|
|
|
| ||
* | Less than 1.0% of the outstanding shares of common stock. |
(1) | Except as otherwise indicated, the address for each beneficial owner listed in the table above is c/o SP Plus Corporation, 200 East Randolph Street, Suite 7700, Chicago, Illinois 60601-7702. |
(2) | Except as otherwise noted and for shares held by a spouse and other members of the person’s immediate family who share a household with the named person, the named persons have sole voting and investment power over the indicated number of shares. Shares represented by restricted stock units cannot be voted at the Annual Meeting. |
(3) | The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. The information with respect to BlackRock, Inc. is based solely on information obtained from a Schedule 13G/A filed by BlackRock, Inc. with the SEC on or about February 1, 2023. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in BlackRock, Inc.’s Schedule 13G/A. |
(4) | The address for River Road Asset Management, LLC is 462 South 4th Street, Suite 2000, Louisville, KY 40202. The information with respect to River Road Asset Management, LLC is based solely on information obtained from a Schedule 13G/A filed by River Road Asset Management, LLC with the SEC on or about February 8, 2023. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in River Road Asset Management, LLC’s Schedule 13G/A. |
SP+ CORPORATION 2023 PROXY STATEMENT |
47
| SECURITY OWNERSHIP |
|
|
| |
|
| |
|
|
(5) | The address for Segall Bryant & Hamill, LLC is 540 West Madison Street, Suite 1900, Chicago, IL 60661. The information with respect to Segall Bryant & Hamill, LLC is based solely on information obtained from a Schedule 13G filed by Segall Bryant & Hamill, LLC with the SEC on or about February 13, 2023. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Segall Bryant & Hamill, LLC’s Schedule 13G. |
(6) | The address for Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210. The information with respect to Wellington Management Group LLP is based solely on information obtained from a Schedule 13G/A filed by Wellington Management Group LLP with the SEC on or about February 6, 2023. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Wellington Management Group LLP’s Schedule 13G/A. |
(7) | Held jointly with Mr. Baumann's spouse. Does not include (i) 47,130 RSUs that vest on December 31, 2023, (ii) 38,962 RSUs that vest on December 31, 2024, and (iii) 34,713 RSUs that vest on December 31, 2025. |
(8) | Held jointly with Mr. Ricchiuto's spouse. Does not include (i) 6,427 RSUs that vest on December 31, 2023, (ii) 4,871 RSUs that vest on December 31, 2024, and (iii) 4,340 RSUs that vest on December 31, 2025. |
(9) | Does not include (i) 10,712 RSUs that vest on December 31, 2023, (ii) 8,929 RSUs that vest on December 31, 2024, and (iii) 7,955 RSUs that vest on December 31, 2025. |
(10) | Does not include (i) 10,712 RSUs that vest on December 31, 2023, (ii) 9,741 RSUs that vest on December 31, 2024, and (iii) 8,679 RSUs that vest on December 31, 2025. |
(11) | Does not include (i) 4,285 RSUs that vest on December 31, 2023, (ii) 3,247 RSUs that vest on December 31, 2024, and (iii) 2,893 RSUs that vest on December 31, 2025. |
(12) | Does not include 203,596 RSUs held by NEOs that vest at various times during the next three years for the five NEOs listed above. |
(13) | Includes 14,460 shares beneficially owned by Christopher R. Sherman, but does not include Mr. Sherman’s (i) 2,679 RSUs that vest on December 31, 2023, (ii) 3,247 RSUs that vest on December 31, 2024, and (iii) 7,232 RSUs that vest on December 31, 2025. |
(14) | Includes 6,615 shares beneficially owned by Ritu Vig, but does not include Ms. Vig’s (i) 8,034 RSUs that vest on December 31, 2023, (ii) 6,900 RSUs that vest on December 31, 2024, and (iii) 6,509 RSUs that vest on December 31, 2025. |
Change of Control
We are unaware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change of control of our company.
SP+ CORPORATION 2023 PROXY STATEMENT |
48
|
|
PROPOSAL NO. 2:
ADVISORY VOTE ON THE 2022 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
As noted in the preceding extensive and comprehensive discussion, executive compensation is an important matter both to us and, we believe, to our stockholders. At our 2022 annual meeting of stockholders, the affirmative vote of the holders of approximately 97.8% of the shares represented in person or by proxy and entitled to vote approved, in a non-binding advisory vote, the 2021 executive compensation of our NEOs. In 2023, we are again seeking input from stockholders with this advisory vote on the 2022 compensation of our NEOs as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables contained in this Proxy Statement in accordance with the executive compensation disclosure rules of the SEC.
The Compensation Committee has overseen the development and implementation of our executive compensation programs. We have designed our compensation programs to directly link a significant portion of the compensation of our NEOs to defined performance standards that promote balance between the drive for near-term growth and long-term increase in stockholder value. The Compensation Committee also designed our compensation programs to attract, retain and motivate key executives who are essential to the implementation of our strategic growth and development strategy.
The Compensation Committee bases its executive compensation decisions on our core compensation principles, including the following:
• | incentivizing our executives to perform with stockholders’ interests in mind; |
• | assembling and maintaining a senior leadership team with the skills necessary to successfully execute our business strategy, maintain our competitiveness, and continue increasing the long-term market value of our company; and |
• | balancing awards earned for short-term results with awards earned for strategic decisions that we expect to sustain our long-term performance. |
We believe that our existing compensation programs have been effective at motivating our key executives, including our NEOs, to achieve superior performance and results for our company, effectively aligning compensation with performance results, giving our executives an ownership interest in our company so their interests are aligned with our stockholders, and enabling us to attract and retain talented executives whose services are in key demand in our industry and market sectors. Our 2022 compensation programs were built on the same general and conservative principles that we have historically followed.
With our core compensation principles in mind, the Compensation Committee took compensation actions in 2022 described in the CD&A section above. Compensation actions like those described above evidence our philosophy of aligning executive compensation with our performance and increasing long-term stockholder value. We will continue to design and implement our executive compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders.
Although this advisory vote on the compensation of our NEOs is not binding on us, our Board or the Compensation Committee will review and consider the outcome of this advisory vote and, consistent with our record of stockholder engagement, will take it into account when making future compensation decisions for our NEOs.
This non-binding advisory vote on the compensation of our NEOs allows our stockholders to express their opinions about our executive compensation programs. The vote on this resolution is not intended to address any specific element of compensation; rather, the vote is intended to provide our stockholders with the opportunity to approve, on an aggregate basis and in light of our corporate performance, the compensation program for our NEOs as described in this Proxy Statement. Stockholders are asked to approve the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders of the Company approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers listed in the 2022 Summary Compensation Table included in the proxy statement for the 2023 Annual Meeting, as such compensation is disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the section titled “Compensation Discussion and Analysis,” as well as the compensation tables and other narrative executive compensation disclosures thereafter.”
| OUR BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2, THE ADVISORY (NON-BINDING) VOTE APPROVING 2022 NAMED EXECUTIVE OFFICER COMPENSATION. |
SP+ CORPORATION 2023 PROXY STATEMENT |
49
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PROPOSAL NO. 3:
ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our stockholders may approve, on a non-binding, advisory basis, the frequency of the advisory vote on the compensation of our named executive officers as disclosed in accordance with the executive compensation disclosure rules of the SEC. Stockholders may choose to approve holding an advisory vote on the compensation of our named executive officers annually, biennially or triennially. Accordingly, we are asking stockholders whether the advisory vote should occur every year, once every two years or once every three years.
Our Board has considered the frequency of the advisory vote on the compensation of our named executive officers that it should recommend. After considering the benefits and consequences of each option, our Board recommends continuing to submit the advisory vote on the compensation of our named executive officers to our stockholders annually.
We believe an annual advisory vote on the compensation of our named executive officers will allow us to obtain information on stockholders’ views of the compensation of our named executive officers on a more consistent basis. In addition, we believe an annual advisory vote on the compensation of our named executive officers will provide our Board and the Compensation Committee with frequent input from stockholders on our compensation programs for our named executive officers. Finally, we believe an annual advisory vote on the compensation of our named executive officers aligns more closely with our objective to engage in regular dialogue with our stockholders on corporate governance matters, including our executive compensation philosophy, policies and programs.
For the reasons discussed above, the Board recommends that stockholders vote in favor of holding an advisory vote on the compensation of our named executive officers at an annual meeting of stockholders every year. In voting on this proposal, stockholders should be aware that they are not voting “for” or “against” the Board’s recommendation to vote for an annual frequency. Rather, stockholders will be casting votes to recommend an advisory vote on the compensation of our named executive officers, which may be every year, once every two years or once every three years, or they may abstain entirely from voting on the proposal.
The option on the frequency of the advisory vote on the compensation of our named executive officers that receives the most votes from stockholders will be considered by the Board and Compensation Committee as the stockholders’ recommendation as to the frequency of future advisory votes on compensation. Although this advisory vote on the frequency of future advisory votes on the compensation of our named executive officers is not binding on us, as provided by law, our Board or the Compensation Committee will review and consider the outcome of this advisory vote and, consistent with our record of stockholder engagement, will take it into account when making a determination as to when the advisory vote on the compensation of our named executive officers will again be submitted to stockholders for approval at an annual meeting of stockholders.
| OUR BOARD RECOMMENDS THAT YOU VOTE “ONE YEAR” ON PROPOSAL NO. 3, THE ADVISORY (NON-BINDING) VOTE RECOMMENDING THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
SP+ CORPORATION 2023 PROXY STATEMENT |
50
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PROPOSAL NO. 4:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal 4 is the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. You may cast your vote in favor of or against this proposal, or you may elect to abstain from voting your shares.
We expect that one or more representatives of Ernst & Young LLP will be present at the Annual Meeting, each of whom will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any appropriate questions.
| OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 4, THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023. |
SP+ CORPORATION 2023 PROXY STATEMENT |
51
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AUDIT COMMITTEE DISCLOSURE
General
The Audit Committee of our Board is primarily responsible for the oversight of the quality and integrity of our accounting and reporting practices and controls, and our financial statements and reports; compliance with legal and regulatory requirements; the assessment of our independent registered public accounting firm’s qualifications and independence; and the performance of our internal audit function and independent registered public accounting firm. Detailed descriptions of the Audit Committee’s functions are included above, and a complete description may be found in the Audit Committee’s charter, which may be accessed through the Corporate Governance section of our website, accessible through our Investor Relations page at www.spplus.com.
The Audit Committee recommended that Ernst & Young LLP be re-appointed as our independent public accounting firm to serve for the 2023 fiscal year, and that the Board submit this appointment to our stockholders for approval.
Principal Accounting Fees and Services
The Audit Committee, with the approval of the stockholders, engaged Ernst & Young LLP to perform an annual audit of our financial statements for the fiscal year ended December 31, 2022. The following table presents fees for professional services rendered by Ernst & Young LLP for the audit of our annual consolidated financial statements for the years ended December 31, 2022 and December 31, 2021, the review of our interim consolidated financial statements for each quarter in fiscal years 2022 and 2021 and for tax and all other services rendered by Ernst & Young LLP during those periods.
Type of Fee |
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
|
|
|
Audit Fees(1) |
| $ | 2,097,500 |
|
| $ | 1,950,000 |
|
Audit-Related Fees(2) |
|
| 89,000 |
|
|
| 83,000 |
|
Tax Fees(3) |
|
| — |
|
|
| — |
|
All Other Fees(4) |
|
| 1,050 |
|
|
| 2,790 |
|
Total |
| $ | 2,187,550 |
|
| $ | 2,035,790 |
|
(1) | Audit Fees include fees associated with the annual audit, including the audit of internal control, the reviews of our quarterly reports on Form 10-Q and audit services provided in connection with other regulatory or statutory filings in which we have engaged Ernst & Young LLP. |
(2) | Audit-Related Fees include fees associated with the issuance of a Service Organization Controls (“SOC”) report recognized under Statement on Standards for Attestation Engagements (“SSAE”) 18 (“SOC-1” Report”). |
(3) | Tax Fees include fees associated with tax compliance including preparation, review and filing of tax returns and assistance with tax audits and appeals. |
(4) | All Other Fees include fees associated with products and services (online research tools) provided by Ernst & Young LLP. |
Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Pursuant to our pre-approval policy and procedures, the Audit Committee was responsible for reviewing and approving, in advance, all audit services and permissible non-audit services or relationships between our company and Ernst & Young LLP. The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of our independent registered public accounting firm, and has established a policy concerning the pre-approval of services performed by our independent registered public accounting firm. Each proposed engagement not specifically identified by the SEC as impairing independence is evaluated for independence implications prior to entering into a contract with the independent registered public accounting firm for such services. The Audit Committee has approved in advance certain permitted services whose scope is consistent with maintaining the independence of our registered public accounting firm.
SP+ CORPORATION 2023 PROXY STATEMENT |
52
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AUDIT COMMITTEE REPORT
The following is the report of the Audit Committee with respect to our audited financial statements for the year ended December 31, 2022. The information contained in this report shall not be deemed “soliciting material” or otherwise considered “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Exchange Act except to the extent that we specifically incorporate such information by reference in such filing.
In connection with the financial statements for the fiscal year ended December 31, 2022, our Audit Committee:
(i) | oversaw our Section 404 internal controls project, including a review and assessment of the scope, principles, plans, risk areas and budget for the project and direct discussions with our independent registered public accounting firm and our internal audit department; |
(ii) | reviewed and assessed our internal audit, controllership and finance functions; |
(iii) | reviewed our risk management efforts, including our insurance, compliance and cyber-security programs; |
(iv) | discussed with Ernst & Young LLP and management, accounting topics, proposed rules of the Public Company Accounting Oversight Board (PCAOB), and a review of our critical accounting policies; |
(v) | monitored the processes by which our CEO, Chief Financial Officer, and Principal Accounting Officer certify the information contained in our quarterly and annual filings with the SEC; |
(vi) | reviewed and approved our policy regarding the retention of an independent registered public accounting firm and considered and approved such retentions as appropriate; |
(vii) | reviewed our approach toward establishing reserves; |
(viii) | reviewed and discussed with management each of our quarterly financial statements and our audited financial statements for 2022; |
(ix) | discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and |
(ix) | received and reviewed the written disclosures and the letter from Ernst & Young LLP regarding Ernst & Young LLP’s independence, as required by the PCAOB, and discussed with Ernst & Young LLP its independence from our company. |
As part of its oversight role and in reliance upon its reviews and discussions as outlined above, the Audit Committee approved the inclusion of our audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC and presentation to our stockholders.
THE AUDIT COMMITTEE
Alice M. Peterson (Chair)
Gregory A. Reid
Diana L. Sands
SP+ CORPORATION 2023 PROXY STATEMENT |
53
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PROPOSAL NO. 5:
APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION
Section 8.01 of Article VIII of our Second Amended and Restated Certificate of Incorporation (the “Certificate”) presently provides for the Company to limit the monetary liability of directors in certain circumstances pursuant to, and consistent with, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”).
Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit corporations to limit the liability of certain senior corporate officers, in addition to directors, in certain limited circumstances. The new Delaware law only permits, and, if the proposed amendment to the Certificate is adopted, our Certificate would only permit, exculpation of these officers in the case of direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, and would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. Furthermore, the limitation on liability would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. As further described below, we believe this strikes a balance between stockholders’ interest in accountability and the Company’s interest in attracting and retaining quality officers.
The description of the proposed amendment and the applicable provisions of the DGCL contained herein are summaries and are qualified in their entirety by the text of the proposed amendment, which is attached as Appendix B, and the full text of the applicable provisions of the DGCL.
Text of Proposed Amendment
Our Certificate presently provides for the exculpation of directors, but not officers. We propose to amend Article VIII of our Certificate so that it would state in its entirety as follows:
“Article VIII
Section 8.01 Limitation of Director and Officer Liability. No director or Officer (as defined below) of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or Officer, except for liability (i) for any breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or Officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, as the same exists or hereafter may be amended, (iv) a director or Officer for any transaction from which the director or Officer derived an improper personal benefit or (v) an Officer in any action by or in the right of the Corporation. Any amendment, repeal or elimination of this Article VIII shall not affect its application with respect to an act or omission by a director or Officer occurring before such amendment, repeal or elimination. If the DGCL is amended hereafter to authorize the further elimination or limitation of liability of directors or Officers, then the liability of a director or Officer, as applicable, shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. All references in this Article VIII to an “Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of the DGCL.”
Factors to Consider
We believe it is both prudent and appropriate to avail ourselves of most protections available under applicable corporate law. The nature of the role of directors and officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting the personal risk to our officers in addition to the existing limitation for directors would empower our officers to best exercise their business judgment in furtherance of shareholder interests. We expect our peers to adopt similar exculpation clauses limiting the personal liability of officers in their certificates of incorporation, and failing to adopt the proposed amendment could impact our ability to recruit and retain exceptional officers.
We believe that our directors and officers will best serve the Company if they feel protected in carrying out their duties and exercising judgment without fearing litigation for unintended mistakes, or being second guessed. Furthermore, as noted above, adopting the proposed amendment would help ensure that the Company remains able to attract and retain the most qualified officers. In the absence of such protection, qualified officers might be deterred from serving due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. In particular, in its consideration
SP+ CORPORATION 2023 PROXY STATEMENT |
54
| PROPOSAL NO. 5 |
|
|
| |
|
| |
|
|
of the proposed amendment, the board took into account the narrow class and type of claims for which such officers would be exculpated from liability pursuant to amended DGCL Section 102(b)(7), the limited number of SP Plus officers that would be impacted and the benefits the board believes would accrue to SP Plus by providing exculpation in accordance with DGCL Section 102(b)(7), including, without limitation, the ability to attract and retain key officers and the potential to reduce litigation costs associated with frivolous lawsuits.
The board balanced these considerations with the Company’s existing corporate governance practices and unanimously determined that it is advisable and in the best interests of SP Plus and its stockholders to amend Section 8.01 of Article VIII of our Certificate to adopt amended DGCL Section 102(b)(7) and extend exculpation protection to our officers in addition to our directors.
For the reasons stated above, the board unanimously determined that the proposed amendment to the Certificate is advisable and in the best interests of SP Plus and its stockholders, authorized and approved the proposed amendment and directed that it be considered at the Annual Meeting. The board believes the proposed amendment to the Certificate would better position our officers to exercise their business judgment in furtherance of the interests of the Company’s stockholders without the potential for distraction posed by the risk of personal liability. Additionally, the proposed amendment would align the protections for our officers with those protections currently afforded to our directors, to the extent permitted under Delaware law.
Timing and Effect of the Proposed Amendment to the Certificate
If the proposed amendment to the Certificate is approved by our stockholders, it will become effective immediately upon its filing with the Secretary of State of the State of Delaware, which we expect will occur promptly after the annual meeting. In addition, the board has conditionally approved conforming amendments to our Bylaws, contingent upon shareholder approval to amend our Certificate to provide for officer exculpation.
Other than the replacement of the existing Article VIII by the proposed Article VIII, the remainder of our Certificate will remain unchanged after effectiveness of the amendment. If the proposed amendment to the Certificate is not approved by our stockholders, our Certificate will remain unchanged. In accordance with the DGCL, the board may elect to abandon the proposed amendment to the Certificate without further action by the stockholders at any time prior to the effectiveness of its filing with the Secretary of State of the State of Delaware, notwithstanding shareholder approval.
| OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 5, THE PROPOSED AMENDMENT TO OUR CERTIFICATE TO REFLECT THE NEW DELAWARE LAW PERMITTING THE EXCULPATION OF OFFICERS. |
SP+ CORPORATION 2023 PROXY STATEMENT |
55
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INCORPORATION BY REFERENCE
To the extent that this Proxy Statement is incorporated by reference into any other filing under the Exchange Act or any filing under the Securities Act of 1933, the sections of this Proxy Statement entitled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC) and “Report of the Compensation Committee” will not be deemed incorporated, unless specifically provided otherwise in that other filing.
THE BOARD OF DIRECTORS
SP PLUS CORPORATION
Chicago, March 30, 2023
SP+ CORPORATION 2023 PROXY STATEMENT |
56
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APPENDIX A
SP PLUS CORPORATION NON-GAAP RECONCILIATIONS
We supplement the reporting of our financial information determined under U.S. GAAP with certain non-GAAP financial measures, including adjusted gross profit, adjusted general and administrative expenses (“G&A”), adjusted net income attributable to SP Plus, adjusted earnings per share attributable to SP Plus (“adjusted EPS”), adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”) and free cash flow. We use these non-GAAP financial measures, in addition to U.S. GAAP financial measures, to evaluate our operating and financial performance and to compare such performance to that of prior periods and to the performance of our competitors. We also use these non-GAAP financial measures in making operational and financial decisions and in our budgeting and planning process. We believe that providing these non-GAAP financial measures to investors helps investors evaluate our operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance and consistent with guidance previously provided by the Company.
To measure earnings performance on a consistent and comparable basis, we exclude certain items that affect the comparability of operating results and the trend of earnings.
Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These adjusted financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of our operations that, when viewed with our U.S. GAAP results and the reconciliations with corresponding U.S. GAAP financial measures below, provide a more complete understanding of our business. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following reconciles the non-GAAP financial measures discussed above with the most directly comparable U.S. GAAP financial measures:
SP+ CORPORATION 2023 PROXY STATEMENT |
A-1
| APPENDIX A |
|
|
| |
|
| |
|
|
RECONCILIATION OF NET INCOME ATTRIBUTED TO SP PLUS TO ADJUSTED NET INCOME
ATTRIBUTABLE TO SP PLUS AND ADJUSTED NET INCOME PER SHARE
(millions, except for share and per share data, unaudited)
|
| Year Ended December 31, |
| |||||
|
|
|
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
|
|
|
Net income attributable to SP Plus, GAAP |
| $ | 45.2 |
|
| $ | 31.7 |
|
Add: Acquisition, restructuring, integration and other costs |
|
| 3.8 |
|
|
| 3.2 |
|
Add: Non-cash impairment charges |
|
| 3.7 |
|
|
| 3.6 |
|
Subtract: Other income |
|
| — |
|
|
| (0.1 | ) |
Add: Amortization of acquired intangibles |
|
| 9.9 |
|
|
| 8.7 |
|
Net tax effect of adjustments |
|
| (4.7 | ) |
|
| (4.2 | ) |
Non-routine income tax |
|
| 0.4 |
|
|
| (1.8 | ) |
Other |
|
| 0.1 |
|
|
| 0.1 |
|
Adjusted net income attributable to SP Plus |
| $ | 58.4 |
|
| $ | 41.2 |
|
|
|
|
|
|
|
|
|
|
Net Income reported |
|
|
|
|
|
|
|
|
Basic |
| $ | 2.17 |
|
| $ | 1.50 |
|
Diluted |
| $ | 2.15 |
|
| $ | 1.48 |
|
Adjusted net income per share |
|
|
|
|
|
|
|
|
Basic |
| $ | 2.80 |
|
| $ | 1.95 |
|
Diluted |
| $ | 2.78 |
|
| $ | 1.93 |
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
Basic |
|
| 20,809,363 |
|
|
| 21,166,323 |
|
Diluted |
|
| 21,007,068 |
|
|
| 21,379,983 |
|
Diluted (applicable to adjusted) |
|
| 21,007,068 |
|
|
| 21,379,983 |
|
SP+ CORPORATION 2023 PROXY STATEMENT |
A-2
| APPENDIX A |
|
|
| |
|
| |
|
|
SP PLUS CORPORATION
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SP PLUS TO EBITDA, ADJUSTED EBITDA
(millions, unaudited)
|
| Year Ended December 31, |
| |||||
|
|
|
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
|
|
|
Net income attributable to SP Plus, as reported |
| $ | 45.2 |
|
| $ | 31.7 |
|
Add (subtract): |
|
|
|
|
|
|
|
|
Income tax expense |
|
| 17.5 |
|
|
| 10.5 |
|
Interest expense, net |
|
| 17.3 |
|
|
| 20.8 |
|
Other income |
|
| — |
|
|
| (0.1 | ) |
Total depreciation and amortization expense |
|
| 29.7 |
|
|
| 25.1 |
|
Non-cash impairment charges |
|
| 3.7 |
|
|
| 3.6 |
|
Acquisition, restructuring, integration and other costs |
|
| 3.8 |
|
|
| 3.2 |
|
Adjusted EBITDA |
| $ | 117.2 |
|
| $ | 94.8 |
|
SP+ CORPORATION 2023 PROXY STATEMENT |
A-3
| APPENDIX A |
|
|
| |
|
| |
|
|
SP PLUS CORPORATION
RECONCILIATION OF FREE CASH FLOW
(millions, unaudited)
|
| Year Ended December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
| $ | 93.3 |
|
| $ | 53.4 |
|
Net cash used in investing activities |
|
| (54.0 | ) |
|
| (9.1 | ) |
Plus: Acquisition of businesses and other intangible assets, net of cash acquired |
|
| 32.3 |
|
|
| — |
|
Distributions to noncontrolling interest |
|
| (2.8 | ) |
|
| (2.3 | ) |
Effect of exchange rate changes on cash and cash equivalents |
|
| (0.2 | ) |
|
| (0.1 | ) |
Other |
|
| — |
|
|
| (0.1 | ) |
Free cash flow |
| $ | 68.6 |
|
| $ | 41.8 |
|
SP+ CORPORATION 2023 PROXY STATEMENT |
A-4
| APPENDIX A |
|
|
| |
|
| |
|
|
SP PLUS CORPORATION
RECONCILIATION OF ADJUSTED GROSS PROFIT AND ADJUSTED G&A
(millions, unaudited)
|
| Year Ended December 31, |
| |||||
|
|
|
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
Total services revenue |
| $ | 1,553.5 |
|
| $ | 1,177.2 |
|
Subtract: Total cost of services (exclusive of depreciation and amortization) |
|
| (1,331.8 | ) |
|
| (997.4 | ) |
Gross profit, before depreciation and amortization expense |
|
| 221.7 |
|
|
| 179.8 |
|
Subtract: Depreciation and amortization |
|
| (13.7 | ) |
|
| (12.5 | ) |
Gross profit, GAAP |
|
| 208.0 |
|
|
| 167.3 |
|
Add: Depreciation and amortization |
|
| 13.7 |
|
|
| 12.5 |
|
Add: Acquisition, restructuring, integration and other costs |
|
| 0.1 |
|
|
| 2.0 |
|
Add: Non-cash impairment charges |
|
| 3.7 |
|
|
| 3.6 |
|
Add: Other |
|
| — |
|
|
| 0.1 |
|
Adjusted gross profit |
| $ | 225.5 |
|
| $ | 185.5 |
|
General and administrative expenses |
|
|
|
|
|
|
|
|
G&A expenses, GAAP |
| $ | 109.1 |
|
| $ | 88.2 |
|
Subtract: Acquisition, restructuring, integration and other costs |
|
| (3.7 | ) |
|
| (1.2 | ) |
Adjusted G&A |
| $ | 105.4 |
|
| $ | 87.0 |
|
SP+ CORPORATION 2023 PROXY STATEMENT |
A-5
|
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APPENDIX B
PROPOSED AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION
The Second Amended and Restated Certificate of Incorporation would be amended to revise Article VIII in its entirety, as follows (marked to show changes):
Article VIII
Section 8.01 Limitation of Director’s and Officer Liability. No director or Officer (as defined below) of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or Officer, except for liability (i) for any breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or Officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv) a director or Officer for any transaction from which the director or Officer derived an improper personal benefit or (v) an Officer in any action by or in the right of the Corporation. Any amendment, repeal or elimination of this Article VIII shall not affect its application with respect to an act or omission by a director or Officer occurring before such amendment, repeal or elimination. If the DGCL is amended hereafter to authorize the further elimination or limitation of liability of directors or Officers, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be or Officer, as applicable, shall be eliminated or limited to the fullest extent permitted by an amended DGCL. Any repeal or modification of authorized by the DGCL, as so amended. All references in this Article VIII by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification to an “Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of the DGCL.
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SP+ CORPORATION 2023 PROXY STATEMENT |
B-1
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet - QUICK H H H EASY Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on May 9, 2023. SP PLUS CORPORATION INTERNET/MOBILE – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY s FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED s PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES LISTED IN PROPOSAL 1; “FOR” EACH OF PROPOSALS 2, 4 AND 5; AND “ONE YEAR” FOR PROPOSAL 3. Please mark your votes like this 1. To elect the following directors to serve on the Board of Directors. (1) G Marc Baumann (2) Alice M. Peterson (3) Gregory A. Reid (4) Wyman T. Roberts (5) Diana L. Sands (6) Douglas R. Waggoner FOR *FOR All EXCEPT AS MARKED WITHHOLD AUTHORITY To approve, in a non-binding advisory vote, the 2022 compensation paid to our named executive officers. 3. To cast a non-binding advisory vote on the frequency of the advisory vote on compensation of our named executive officers. FOR AGAINST ABSTAIN 1 YEAR 2 YEARS 3 YEARS ABSTAIN To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023. FOR AGAINST ABSTAIN 5. To approve an amendment to our Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. FOR AGAINST ABSTAIN CONTROL NUMBER Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above. Mark here to change your address. Mark here if you plan to attend the meeting. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. Signature Signature, if held jointly Date 2023.
Important Notice Regarding the Availability of Proxy Materials for the SP Plus Corporation Annual Meeting of Stockholders to be held on May 10, 2023. The Proxy Statement, Proxy Card and our 2022 Annual Report to Stockholders are available at this website: https://www.cstproxy.com/spplus/2023 s FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED s SP PLUS CORPORATION PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING ON MAY 10, 2023 The undersigned hereby constitutes and appoints Wenyu Blanchard, Chief Legal Officer and Secretary, and Ritu Vig, President, Aviation Division, or either of them acting in the absence of the other, his or her true and lawful agents and proxies, with full power of substitution, and hereby authorizes them to represent the undersigned and to vote for the undersigned as designated on the reverse side, at the Annual Meeting of Stockholders to be held at 200 E. Randolph Street, 77th Floor, Chicago, Illinois, on May 10, 2023, at 1:00 p.m., Central time, and at any adjournments or postponements thereof, on all matters coming before said meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and proxy statement, both dated March 30, 2023, and hereby revokes any proxy or proxies heretofore given to vote at said meeting or any adjournment thereof. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOXES ON THE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. THE PROXY HOLDERS CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. ACTION TAKEN PURSUANT TO THIS PROXY CARD WILL BE EFFECTIVE AS TO ALL SHARES OF SP PLUS CORPORATION COMMON STOCK THAT YOU OWN. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES LISTED IN PROPOSAL 1; “FOR” EACH OF PROPOSALS 2, 4 AND 5; AND “ONE YEAR” FOR PROPOSAL 3. THIS PROXY WILL BE VOTED, IN THE DISCRETION OF PROXY HOLDERS, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. (Continued and to be marked, dated and signed, on the other side)