Western Union 2013 Annual Report Download - page 73

55 | The Western Union Company – Proxy Statement
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Compensation Discussion and Analysis PROXY STATEMENT
•Annual Incentive Plan Target and Payout Level. No
changes were made to Mr. Agrawal’s annual incentive
target of $405,000. Under the terms of the Annual
Incentive Plan design, Mr. Agrawal had an opportunity
to receive up to $506,250 in cash and up to $303,750
in restricted stock units. The maximum Annual Incentive
Plan award that Mr. Agrawal could have earned during
2013 (consisting of both the cash and restricted stock
unit award components) was 200% of Mr. Agrawal’s
target, or $810,000. As a business unit leader in 2013,
the Compensation Committee determined that it was
appropriate that Mr. Agrawal’s cash opportunity under
the Annual Incentive Plan be based 50% on corporate
performance and 50% on the performance of
Western Union Business Solutions as well as individual
performance. Mr. Agrawal’s 2013 Annual Incentive
Plan award payout consisted of (i) a $324,000 cash
award reflecting a blended payout of 80% of target
based on the Company’s achievement of the corporate
performance goals and Mr. Agrawal’s achievement of
his individual/business unit performance goals, and
(ii) a $68,900 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. Agrawal’s long-term incentive award
target. Accordingly, Mr. Agrawal’s 2013 long-term
incentive award target remained at $1,300,000.
J. David Thompson
Executive Vice President, Global Operations
(November 2012 to present) and Chief Information
Officer (April 2012 to present)
In February 2013, the Compensation Committee set
Mr. Thompson’s 2013 compensation levels, including
his annual and long-term incentive award targets, as
discussed below. In determining Mr. Thompson’s 2013
target compensation levels, the committee considered
Mr. Thompson’s 2012 performance, his increased
responsibilities as head of global operations, the market
data as well as the Company’s strategic objectives of
further enhancing the Company’s information technology
capabilities. Accordingly, the committee assigned a
significant value to Mr. Thompson’s position and less value
to its review of the market data. The committee increased
Mr. Thompson’s long-term incentive target to reflect his
increased responsibilities since joining the Company and
to bring his total compensation into closer alignment with
market levels.
• Base Salary. For 2013, no changes were made to
Mr. Thompson’s annual base salary. Accordingly, Mr.
Thompson’s annual base salary remained at $500,000.
•Annual Incentive Plan Target and Payout Level. For 2013,
no changes were made to Mr. Thompson’s Annual
Incentive Plan target of $450,000. Under the terms of
the Annual Incentive Plan design, Mr. Thompson had
an opportunity to receive up to $562,500 in cash and
up to $337,500 in restricted stock units. The maximum
Annual Incentive Plan award that Mr. Thompson could
have earned during 2013 (consisting of both the cash
and restricted stock unit award components) was
200% of Mr. Thompson’s target, or $900,000. As an
executive officer holding a corporate-wide position,
the Compensation Committee determined that it was
appropriate that Mr. Thompson’s cash opportunity
under the Annual Incentive Plan be based 75%
on corporate performance and 25% on individual
performance. Mr. Thompson’s 2013 Annual Incentive
Plan award payout consisted of (i) a $360,000 cash
award reflecting a blended payout of 80% of target
based on the Company’s achievement of the corporate
performance goals and Mr. Thompson’s achievement
of his individual/business unit performance goals, and
(ii) a $76,500 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).
• Discretionary Awards. In early 2014, the committee
also awarded Mr. Thompson a discretionary restricted
stock unit award with a grant value of $240,000 in
recognition of his performance during 2013 and for
retention purposes. The restricted stock unit award is
scheduled to vest in four annual installments, subject to
Mr. Thompson’s continued employment through each
vesting date.
•Long-Term Incentive Award. For 2013, the committee
increased Mr. Thompson’s long-term incentive award
target to $1,200,000 from $1,000,000.