Western Union 2014 Annual Report Download - page 80

Executive Compensation PROXY STATEMENT
The Western Union Company – Proxy Statement | 62
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
and allowances, (ii) an annual relocation bonus equal
to one month of base salary for each 12 months of
Mr. Agrawal’s assignment, (iii) a housing and utility
allowancenottoexceed$22,000permonth,(iv)a
company car, (v) limited travel expenses for Mr. Agrawal
and his immediate family, and (vi) an education allowance
for dependent children.
The Company has an Executive Severance Policy for
the payment of certain benefits to senior executives,
including our named executive officers, upon termination
of employment from Western Union. Please see the
“—Potential Payments Upon Termination or Change-in-
Control” section for a description of the policy.
Awards
In February 2014, the Compensation Committee granted
the Chief Executive Officer and the Executive Vice
Presidents long-term incentive awards under the Long-
Term Incentive Plan, consisting of 20% stock option
awards and 80% performance-based restricted stock
units. The stock options granted to each of the named
executive officers are subject to time-based vesting
provisions described in the footnotes to the 2014 Grants
of Plan-Based Awards Table. The 2014 performance-
based restricted stock unit awards were weighted 60% as
Financial PSUs (incorporating both revenue and operating
income growth) and 20% as TSR PSUs.
Please see the “Compensation Discussion and Analysis”
section of this Proxy Statement for further information
regarding the 2014 performance-based restricted stock
units, including the performance metrics applicable to
such awards.
During 2014, the Compensation Committee also granted
time-based restricted stock unit awards to Messrs.
Agrawal, Almeida, Thompson, and Dye in connection with
promotions or in recognition of past performance and for
retention purposes. Please see the footnotes to the 2014
Grants of Plan-Based Awards Table for a description of the
vesting terms applicable to these awards.
At its February 2014 meeting, the Compensation
Committee established performance objectives to be
considered under the Annual Incentive Plan for the 2014
plan year. As discussed in the “Compensation Discussion
and Analysis” section of this Proxy Statement, participants
are eligible to receive a cash payout ranging from 0% to
150% of target based on the achievement of corporate
financial, strategic and individual/business unit goals,
except for Mr. Ersek whose cash award is payable based
entirely on the achievement of corporate financial and
strategic goals.
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 the
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.