Western Union 2014 Annual Report Download - page 71

53 | The Western Union Company – Proxy Statement
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Compensation Discussion and Analysis PROXY STATEMENT
award target. The terms of the executive’s employment are
based thereafter on sustained good performance rather
than contractual terms, and the Company’s policies, such
as the Executive Severance Policy, will apply as warranted.
Under certain circumstances, the Compensation
Committee recognizes that special arrangements with
respect to an executive’s employment may be necessary
or desirable. For example, Mr. Ersek, the Company, and
a subsidiary of the Company entered into agreements
in November 2009 relating to his 2009 promotion to
Chief Operating Officer, which were amended effective
September 2010 to reflect his 2010 promotion to
President and Chief Executive Officer. Employment
contracts are a competitive market practice in Austria
where Mr. Ersek resided at the time he assumed his
position as Chief Operating Officer and the Compensation
Committee believes the terms of his agreements are
consistent with those for similarly situated executives in
Austria. In addition, the Company entered into a letter
agreement with Mr. Agrawal in January 2012 describing
the terms and conditions applicable to Mr. Agrawal’s
2012-2013 expatriate assignment. Please see the
“Executive Compensation—Narrative to Summary
Compensation Table and Grants of Plan-Based Awards
Table—Employment Arrangements” section of this Proxy
Statement for a description of the material terms of
Mr. Ersek’s employment agreement and Mr. Agrawal’s
expatriate agreement.
Stock Ownership Guidelines
To align our executives’ interests with those of our
stockholders and to assure that our executives own
meaningful levels of Western Union stock throughout
their tenures with the Company, the Compensation
Committee established stock ownership guidelines that
require each of the named executive officers to own
Company Common Stock worth a multiple of base salary.
Under the stock ownership guidelines, the executives must
retain, until the required ownership guideline levels have
been achieved and thereafter if required to maintain the
required ownership levels, at least 50% of after-tax shares
resulting from the vesting of restricted stock and restricted
stock units and at least 50% of the shares acquired upon
exercise of stock options after the payment of the exercise
price, broker fees, and related tax withholding obligations.
The chart below shows the salary multiple guidelines and
the equity holdings that count towards the requirement
as of March 19, 2015. Each named executive officer has
met, or is progressing towards meeting, his respective
ownership guideline.
Executive Guideline Status
Hikmet Ersek 5x salary Meets guideline
Rajesh K. Agrawal 2x salary Meets guideline
Odilon Almeida 2x salary Must hold 50% of
after-tax shares until
guideline is met
J. David Thompson 2x salary Meets guideline
John R. Dye 2x salary Must hold 50% of
after-tax shares until
guideline is met
What Counts Toward the
Guideline
What Does Not Count
Toward the Guideline
• WesternUnionsecurities
owned personally
• Unexercisedstock
options
• SharesheldinanyWestern
Union benefit plan
• Performance-based
restricted stock units
• After-taxvalueofrestricted
stock and restricted stock
units
Prohibition Against Pledging and Hedging of the
Company’s Securities
The Company’s insider trading policy prohibits the
Company’s executive officers and directors from pledging
the Company’s securities or engaging in hedging or short-
term speculative trading of the Company’s securities,
including, without limitation, short sales or put or call
options involving the Company’s securities.
Clawback Policy
The Board of Directors adopted a clawback policy in
2009. Under the policy, the Company may, in the Board’s
discretion and subject to applicable law, recover incentive
compensation paid to an executive officer of the Company
(defined as an individual subject to Section 16 of the
Exchange Act, at the time the incentive compensation
was received by or paid to the officer) if the compensation
resulted from any financial result or performance