Western Union 2013 Annual Report Download - page 72

Compensation Discussion and Analysis PROXY STATEMENT
The Western Union Company – Proxy Statement | 54
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
compensation as Chief Executive Officer is set higher
relative to the other named executive officers. The
Compensation Committee considers this to be appropriate,
based on market data provided by the Compensation
Consultant, and because his level of pay reflects his
ultimate responsibility to oversee the performance of the
Company.
• Base Salary. For 2013, no changes were made to
Mr. Ersek’s annual base salary. Accordingly, Mr. Ersek’s
annual base salary remained at $1,000,000.
• Annual Incentive Plan Target and Payout Level. For
2013, no changes were made to Mr. Ersek’s Annual
Incentive Plan target of $1,500,000. Under the terms
of the Annual Incentive Plan design, Mr. Ersek had an
opportunity to receive up to $1,875,000 in cash and up
to $1,125,000 in restricted stock units. The maximum
Annual Incentive Plan award that Mr. Ersek could have
earned during 2013 (consisting of both the cash and
restricted stock unit award components) was 200% of
Mr. Ersek’s target, or $3,000,000. As the leader of the
Company, the Compensation Committee determined
that it was appropriate to base Mr. Ersek’s cash
opportunity under the Annual Incentive Plan entirely
on the performance of the Company as a whole rather
than on individual or specific business unit measures.
Mr. Ersek’s 2013 Annual Incentive Plan award payout
consisted of (i) a $1,260,000 cash award reflecting a
payout of 84% of target based on the Company’s level
of achievement of the corporate performance goals,
and (ii) a $255,000 restricted stock unit award reflecting
a payout of 17% of target based on the Company’s
achievement of its strategic performance goals (versus a
payout of 25% of target that would have been paid had
the Company achieved its internal plan for its strategic
performance goals).
• Long-Term Incentive Award. For 2013, no changes were
made to Mr. Ersek’s long-term incentive award target.
Accordingly, Mr. Ersek’s 2013 long-term incentive award
target remained at $6,000,000.
Scott T. Scheirman
Executive Vice President, Chief Financial Officer
(September 2006 through December 2013)
In February 2013, the Compensation Committee set
Mr. Scheirman’s 2013 compensation levels, including
his annual and long-term incentive award targets, as
discussed below. In determining Mr. Scheirman’s 2013
target compensation levels, the committee considered
Mr. Scheirman’s 2012 performance and the market data.
• Base Salary. For 2013, no changes were made to
Mr. Scheirman’s annual base salary. Accordingly,
Mr. Scheirman’s annual base salary remained at $585,312.
• Annual Incentive Plan Target and Payout Level. No
changes were made to Mr. Scheirman’s annual incentive
target of $556,046. Under the terms of the Annual
Incentive Plan design, Mr. Scheirman had an opportunity
to receive up to $695,100 in cash and up to $417,000
in restricted stock units. The maximum Annual Incentive
Plan award that Mr. Scheirman could have earned during
2013 (consisting of both the cash and restricted stock
unit award components) was 200% of Mr. Scheirman’s
target, or $1,112,092. In connection with his separation
from the Company and pursuant to the Separation
Agreement, Mr. Scheirman forfeited his restricted
stock unit award under the 2013 Annual Incentive
Plan. As an executive officer holding a corporate-wide
position, the Compensation Committee determined
that it was appropriate that Mr. Scheirman’s cash
opportunity under the Annual Incentive Plan be based
75% on corporate performance and 25% on individual
performance. Mr. Scheirman’s 2013 Annual Incentive
Plan award payout consisted entirely of a $511,6 0 0 cash
award reflecting a blended payout of 92% of target
based on the Company’s achievement of the corporate
performance goals and Mr. Scheirman’s achievement of
his individual/business unit performance goals.
• Long-Term Incentive Award. For 2013, no changes were
made to Mr. Scheirman’s long-term incentive award
target. Accordingly, Mr. Scheirman’s 2013 long-term
incentive award target remained at $1,750,000.
Rajesh K. Agrawal
Executive Vice President and President, Western
Union Business Solutions (November 2011 through
December 2013), Executive Vice President and
Interim Chief Financial Officer (January 2014
to present)
In February 2013, the Compensation Committee set
Mr. Agrawal’s 2013 compensation levels, including
his annual and long-term incentive award targets, as
discussed below. In determining Mr. Agrawal’s 2013
target compensation levels, the committee considered
Mr. Agrawal’s 2012 performance and the market data.
• Base Salary. For 2013, no changes were made to
Mr. Agrawal’s annual base salary. Accordingly,
Mr. Agrawal’s annual base salary remained at $405,000.