Starwood 2012 Annual Report Download - page 62

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement56
EXECUTIVE COMPENSATION
2012 Grants of Plan-Based Awards Table
The table below sets forth a summary of the grants of plan-based incentive awards to the named executive offi cers made during 2012:
Name (a)
Grant
Date
(b)(1)
Compensation
Committee
Approval Date
(c)(1)
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2) All Other Stock
Awards: Number
of Shares of
Stock or Units
(#)(g)
All Other Option
Awards: Number
of Securities
Underlying
Options
(#)(h)(3)
Exercise
or Base
Price of
Option
Awards
($/Sh)(i)(4)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(j)(5)
Threshold
($)(d) Target ($)(e) Maximum ($)(f)
van
Paasschen
2/28/2012 2/15/2012 — 62,432 55.06 1,172,036
2/28/2012 2/15/2012 74,918(7) — — 4,124,985
3/01/2012 (6) 14,998(6) — — 814,616
— 1,000,000 2,500,000 5,000,000
Prabhu 2/28/2012 2/15/2012 — 34,054 55.06 639,296
2/28/2012 2/15/2012 40,865(7) — — 2,250,027
3/01/2012 (6) 4,510(6) — — 244,961
— 306,714 766,785 1,533,570
Rivera 2/28/2012 2/15/2012 — 13,622 55.06 255,726
2/28/2012 2/15/2012 16,346(7) — — 900,011
3/01/2012 (8) 4,336(6) — — 235,510
8/01/2012 4/04/2012 5,550(7) — — 300,005
— 288,800 722,000 1,444,000
Siegel 2/28/2012 2/15/2012 — 21,567 55.06 404,877
2/28/2012 2/15/2012 25,881(7) — — 1,425,008
3/01/2012 (6) 3,830(6) — — 208,026
— 255,396 638,490 1,276,980
Turner 2/28/2012 2/15/2012 — 56,756 55.06 1,065,480
2/28/2012 2/15/2012 22,703(7) — — 1,250,027
3/01/2012 (6) 4,500(6) — — 244,961
— 306,714 766,785 1,533,570
Avril 2/28/2012 2/15/2012 — 24,973 55.06 468,818
2/28/2012 2/15/2012 29,967(7) — — 1,649,983
3/01/2012 (6) 4,510(6) — — 244,961
— 306,714 766,785 1,533,570
(1) Grant date differs from Compensation Committee approval date in accordance with the procedure outlined in the section entitled Equity Grant Practices beginning on
page 53 of this proxy statement.
(2) Represents the potential values of the awards granted to the named executive officers for annual incentive awards for 2012 if the threshold, target and maximum goals are
satisfied for all applicable performance measures. See detailed discussion of these awards in the section entitled Narrative Disclosure To Summary Compensation
Table and Grants of Plan-Based Awards Table beginning on page 57 of this proxy statement.
(3) The options generally vest in four equal installments on the first, second, third and fourth anniversary of their grant. As of September4, 2010, Mr.Siegel’s awards vest quarterly
in equal installments over four years due to his retirement eligible status, as defined in the LTIP. As of December15, 2014, Mr.Prabhu’s awards will vest quarterly due to his
retirement eligible status, as defined in the LTIP.
(4) The exercise price was determined by using the average of the high and low price of shares on the grant date.
(5) Represents the fair value of the awards disclosed in columns (g)and (h)on their respective grant dates. For restricted stock and restricted stock units, fair value is calculated in
accordance with ASC718 using the average of the high and low price of shares on the grant date. For stock options, fair value is calculated in accordance with ASC718 using
a lattice valuation model. For additional information, refer to Note22 of our financial statements filed with the SEC as part of the Form10-K for the year ended December31,
2012. There can be no assurance that these amounts will correspond to the actual value that will be recognized by the named executive officers.
(6) On March1, 2012, in accordance with the Executive Plan, 25% of Messrs. van Paasschen, Avril, Prabhu, Siegel and Turner’s annual incentive award with respect to 2011
performance was converted into restricted stock units and the number of units was increased by 33%. The amount included in the “Stock Awards” column in the
2012 Summary
Compensation Table on page 55 of this proxy statement only includes the 33% increase, as the deferred annual incentive amount was disclosed separately for 2011 for the
Executive Plan participants. These restricted stock units for Messrs. van Paasschen, Avril, Prabhu, Siegel and Turner vest in equal installments on the first, second and third fiscal
year-ends following the date of grant, and vested units are distributed on the earlier of (a)the third fiscal year-end or (b)a termination of employment. Dividends are paid to the
named executive officers in amounts equal to those paid to holders of shares. No separate Compensation Committee approval was required for award of these deferred stock
units, which are provided by plan terms.
(7) This award vests on the third anniversary of the grant date, except with respect to Mr.Siegel whose awards as of September4, 2010 vest quarterly in equal installments over
three years due to his retirement-eligible status, as defined in the LTIP. Dividends are accrued and paid upon vesting.
(8) On March 1, 2012, a mandatory 25% of Mr. Rivera’s annual incentive award with respect to 2011 performance was converted into restricted stock and the number of shares was
also increased by 33%. The amount included in the “Stock Awards”column in the
2012 Summary Compensation Table on page 55 of this proxy statement only includes the
33% increase, consistent with the reporting for the Executive Plan participants. Mr. Rivera’s restricted stock award vests in equal installments on the first and second anniversary
of the date of grant, but may vest on an earlier basis upon Mr. Rivera’s death, disability or retirement or upon a change in control. If Mr. Rivera is terminated without cause, he
will forfeit any unvested shares but will receive payment for the remaining unvested portion of the initially deferred annual incentive award. Current regular cash dividends are
paid to Mr. Rivera on this restricted stock award.