Western Union 2015 Annual Report Download - page 16

iv | The Western Union Company
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
PROXY SUMMARY
RECENT ENHANCEMENTS TO OUR EXECUTIVE COMPENSATION PROGRAM
Over the years, the Compensation Committee has engaged
in an ongoing review and evaluation of our executive
compensation and benefits programs in relation to our
compensation philosophy and objectives, as described in
“Compensation Discussion and Analysis—Establishing and
Evaluating Executive Compensation—Our 2015 Executive
Compensation Philosophy and Objectives” below, and the
interests of our stockholders. As a result of that review,
including our stockholder engagement efforts described
below, the Compensation Committee has taken the following
actions over the past few years to enhance our executive
compensation program:
• Created Standalone TSR PSUs: In 2014, to enhance focus
on stockholder returns, we replaced the TSR modifier from
our 2013 long-term incentive design with a standalone
TSR PSU. We maintained this compensation element
as part of our 2015 long-term incentive program. Over a
three-year performance period, these TSR PSUs require
the Company to achieve 30th, 60th or 90th percentile
relative TSR performance as compared to the S&P 500
Index in order to earn threshold, target or maximum
payout, respectively.
• Increased Performance Period for PSUs: In 2014, we
increased the performance period of our PSUs to make
them subject to a three-year total performance period,
rather than the two-year performance period used in prior
years. We maintained the three-year performance period
for our 2015 PSUs.
• Diversified Long-Term Incentive Plan Mix and Increased
Weighting of At-Risk Awards: We increased the percentage
of our annual equity grants that have vesting provisions
that are strictly performance-based and at-risk. For 2014
and 2015, the annual equity awards under the Company’s
2015 Long-Term Incentive Plan (the “Long-Term Incentive
Plan”) consisted of 80% PSUs (60% Financial PSUs,
incorporating both revenue and operating income growth,
and 20% TSR PSUs) and 20% stock options, as compared
to 67% PSUs and 33% stock options in 2013.
• Reduced Severance Benefits Under Executive Severance
Policy: During 2014, the Compensation Committee
amended the Executive Severance Policy to reduce the
severance multiple for determining severance benefits
prior to a change-in-control from 2 to 1.5 for participants
other than the Company’s Chief Executive Officer.
• Enhanced CEO Stock Ownership Guidelines: In February
2016, the Compensation Committee increased the Chief
Executive Officer’s stock ownership requirement from a
multiple of five times to six times his base salary.