Western Union 2013 Annual Report Download - page 74

Compensation Discussion and Analysis PROXY STATEMENT
The Western Union Company – Proxy Statement | 56
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
John R. Dye
Executive Vice President, General Counsel and
Secretary
In February 2013, the Compensation Committee set
Mr. Dye’s 2013 compensation levels, including his
annual and long-term incentive award targets, as
discussed below. In determining Mr. Dye’s 2013 target
compensation levels, the committee considered Mr. Dye’s
2012 performance and the market data. The committee
increased Mr. Dye’s long-term incentive target to bring
his total compensation into closer alignment with market
levels and the compensation levels of other executive
officers at the Company.
•Base Salary. For 2013, no changes were made to
Mr. Dye’s annual base salary. Accordingly, Mr. Dye’s
annual base salary remained at $500,000.
•Annual Incentive Plan Target and Payout Level. For
2013, no changes were made to Mr. Dye’s Annual
Incentive Plan target of $400,000. Under the terms
of the Annual Incentive Plan design, Mr. Dye had an
opportunity to receive up to $500,000 in cash and up
to $300,000 in restricted stock units. The maximum
Annual Incentive Plan award that Mr. Dye could have
earned during 2013 (consisting of both the cash and
restricted stock unit award components) was 200% of
Mr. Dye’s target, or $800,000. As an executive officer
holding a corporate-wide position, the Compensation
Committee determined that it was appropriate that Mr.
Dye’s cash opportunity under the Annual Incentive Plan
be based 75% on corporate performance and 25% on
individual performance. Mr. Dye’s 2013 Annual Incentive
Plan award payout consisted of (i) a $360,000 cash
award reflecting a blended payout of 90% of target
based on the Company’s achievement of the corporate
performance goals and Mr. Dye’s achievement of his
individual/business unit performance goals, and (ii) a
$68,000 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).
• Discretionary Awards. In early 2014, the committee
also awarded Mr. Dye a discretionary cash bonus of
$100,000 and discretionary restricted stock unit award
with a grant value of $100,000, each 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. Dye’s
continued employment through each vesting date.
• Long-Term Incentive Award. For 2013, the committee
increased Mr. Dye’s long-term incentive award target to
$1,000,000 from $750,000.
2014 Compensation
At its February 20, 2014 meeting, the Compensation
Committee approved the following compensation
amounts and award targets for the named executive
officers serving as executive officers at the time of that
meeting. In setting executive compensation levels for
2014, the committee considered a number of factors
including peer group and survey data, individual
characteristics and responsibilities, and the Company’s
financial performance in 2013. The committee did not
increase the base salaries, Annual Incentive Plan targets,
or Long-Term Incentive Plan targets from the levels set in
2013 for the named executive officers.
Named Executive Officer Base Salary
Annual Incentive
Award Target
Long-Term Incentive
Award Target
Hikmet Ersek $1,000,000 $1,500,000 $6,000,000
Rajesh K. Agrawal $405,000 $405,000 $1,300,000
J. David Thompson $500,000 $450,000 $1,200,000
John R. Dye $500,000 $400,000 $1,000,000