Staples 2015 Annual Report Download - page 45

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EXECUTIVE COMPENSATION AND COMPENSATION DISCUSSION AND ANALYSIS
www.staplesannualmeeting.com STAPLES 41
Setting Performance Goals
The table below highlights our history of setting challenging performance goals.
Goal Attainment % Payout %
Annual Cash Incentive 2015 69.5% 33.1%
2014 99.5% 87%
2013 Below threshold 0%
Performance Share Award for 2013-2015 2015 78.44% *53.9%
2014 87.26%
2013 49.74%
71.81%
* Payout reflects downward adjustment related to relative TSR for the three-year performance period.
Executive Benefits & Perquisites
Retirement & Other Benefits
We do not have a pension plan in which our NEOs participate.
However, our NEOs are eligible to participate in defined
contribution retirement income plans. These plans include a
standard 401(k) qualified plan and a Supplemental Executive
Retirement Plan (“SERP”). Both plans are fully funded by the
NEOs and supported by Staples through limited matching
contributions. Our NEOs are eligible to participate in our
401(k) qualified plan on the same basis as our other salaried
associates; however, their contributions are limited to 2% of
eligible compensation. Due to the limitations on our officers’
ability to contribute to our 401(k) plan, we maintain the SERP,
which is a non-qualified deferred compensation plan intended
to provide comparable benefits above the applicable limits of
our 401(k) qualified plan. Under the SERP, officers of Staples
may defer a total of up to 100% of their base salary and bonus
and receive matching contributions up to a maximum of 4% of
base salary and bonus.
Additionally, the NEOs are eligible to participate in standard
health and welfare programs on the same basis as our
other salaried associates. These programs include medical,
dental, vision, disability, and supplemental life insurance. We
also have an Executive Benefits Program consisting of life
insurance, long-term care insurance, supplemental long term
disability, a survivor benefit plan, and an executive physical and
registry program. This program was implemented to enhance
our retirement and benefit offerings for senior management
consistent with competitive practices and to further support
our efforts to attract and retain top talent. All senior officers
of Staples, including the NEOs, are eligible to participate in
this program. For each plan or policy described above that
requires payment of periodic premiums or other contributions,
we generally pay such premiums or other contributions for the
benefit of each NEO. For more information about retirement
and other benefits, see the “All Other Compensation”
table following the “Summary Compensation Table” in this
proxy statement.
Expatriate Benefits
For more information about expatriate benefits, see the
“All Other Compensation” table following the “Summary
Compensation Table” in this proxy statement. Mr. Wilson
received certain expatriate benefits in connection with his
assignment to the Netherlands in his role as President
Staples Europe.
Executive Perquisites
Our executive compensation program is relatively free of
perquisites. The Committee has adopted a policy prohibiting
gross up payments to cover taxes triggered by a change in
control in any future compensation, severance, or employment-
related agreement.
Aircraft Policy. Under our aircraft policy, our CEO is permitted
to use our leased aircraft for personal use so long as the
incremental cost to Staples is treated as compensation
income to our CEO. Subject to prior approval by our CEO and
similar compensation treatment, other NEOs may also use our
leased aircraft for personal use. There was no personal use of
our leased aircraft during our 2015 fiscal year.
Tax Services Reimbursement Program. We reimburse each
NEO, other than our CEO, up to $5,000 each year for tax,
estate, or financial planning services or advice from a pre-
approved list of service providers that must not include our
independent registered public accounting firm. Our CEO is
reimbursed up to $50,000 each year for these services. The
reimbursements are not grossed up for taxes.
Policy against reimbursement of excise tax on change in control
payments. We maintain a policy that prohibits Staples from
entering into any compensation, severance, or employment-
related agreement that provides for a gross up payment to