Western Union 2013 Annual Report Download - page 79

61 | The Western Union Company – Proxy Statement
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Executive Compensation PROXY STATEMENT
the extent that specific performance goals with respect
to revenues and operating income are met for 2013 and
2014. Further, the 2013 performance-based restricted
stock unit awards include a relative TSR performance
measure, which may increase or decrease the payout of
the award by up to 33% based on the Company’s TSR
performance relative to the TSR of the S&P 500 Index
over the 2013 – 2015 performance period. Please see the
“Compensation Discussion and Analysis” section of this
Proxy Statement for further information regarding the
2013 performance-based restricted stock units, including
the performance metrics applicable to such awards.
At its February 2013 meeting, the Compensation
Committee established performance objectives to be
considered under the Annual Incentive Plan for the
2013 plan year. As discussed in the “Compensation
Discussion and Analysis“ of this Proxy Statement, the
2013 annual incentive awards include cash and restricted
stock unit components. Under the Annual Incentive Plan,
participants are eligible to receive a cash payout ranging
from 0% to 125% of target based on the achievement
of corporate financial and individual/business unit goals,
except for Mr. Ersek whose cash award is payable based
entirely on the achievement of corporate financial goals.
Participants are also eligible to receive a restricted stock
unit award ranging from 0% to 75% of target based
on the achievement of a threshold operating income
goal and strategic performance objectives. Please see
the “Compensation Discussion and Analysis” section
of this Proxy Statement for more information regarding
the annual incentive awards, including the performance
metrics applicable to such awards.
Salary and Bonus in Proportion to Total
Compensation
As noted in the “Compensation Discussion and Analysis”
section of this Proxy Statement, the Compensation
Committee heavily weighted total direct compensation
toward the variable elements, which includes annual
incentive compensation and long-term incentive
compensation, in order to hold executives accountable
and reward them for the results of the Company. Our
Compensation Committee structured the compensation
program to give our named executive officers substantial
alignment with stockholders, while also permitting our
Compensation Committee to incentivize the named
executive officers to pursue performance that it believes
increases stockholder value. Please see the “Compensation
Discussion and Analysis” section of this Proxy Statement
for a description of the objectives of our compensation
program and overall compensation philosophy.