Western Union 2015 Annual Report Download - page 72

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
54 | The Western Union Company
EXECUTIVE COMPENSATION
NAME GRANT DATE
ESTIMATED
POSSIBLE
PAYOUTS UNDER
NON-EQUITY
INCENTIVE PLAN
AWARDS(1)
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN
AWARDS
ALL OTHER
STOCK
AWARDS:
NUMBER
OF SHARES
OF STOCK
OR UNITS
(#)(2)
ALL OTHER
OPTION
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS
(#)(3)
EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($/Sh)
GRANT
DATE
FAIR
VALUE
OF
STOCK
AND
OPTION
AWARDS
($000)(4)
TARGET
($000) MAXIMUM ($000) THRESHOLD (#) TARGET (#) MAXIMUM (#)
Odilon Almeida 550.8 826.2
3/16/2015 18,358(5) 36,716(5) 55,074(5) 656.1
2/19/2015 7,014(6) 14,027(6) 21,041(6) 240.0
2/19/2015 67,227 $19.27 240.0
J. David Thompson 486.0 729.0
3/16/2015 18,358(5) 36,716(5) 55,074(5) 656.1
2/19/2015 7,014(6) 14,027(6) 21,041(6) 240.0
2/19/2015 67,227 $19.27 240.0
3/16/2015 15,299 282.3
Diane Scott 440.3 660.5
3/16/2015(7) 16,829(5) 33,657(5) 50,486(5) 601.5
2/19/2015(7) 6,429(6) 12,858(6) 19,287(6) 220.0
2/19/2015(7) 61,625 $19.27 220.0
Footnotes:
(1) These amounts consist of the target and maximum cash award levels set in 2015 under the Annual Incentive Plan. The amount actually paid to
each named executive officer is included in the Non-Equity Incentive Plan Compensation column in the 2015 Summary Compensation Table.
Please see “Compensation Discussion and Analysis” for further information regarding the Annual Incentive Plan.
(2) This amount represents restricted stock units granted under the Long-Term Incentive Plan to Mr. Thompson as a retention grant. This award
vests in three equal installments. The first installment vested on February 20, 2016 and the remaining installments will vest on February 20,
2017 and 2018, respectively; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise
provided for pursuant to the Executive Severance Policy. Please see “Compensation Discussion and Analysis” for further information regarding
this restricted stock unit grant.
(3) These amounts represent stock options granted under the Long-Term Incentive Plan. For actively employed executives, these options vest in
25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the
Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy.
(4) The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic
718 and, in the case of the performance-based restricted stock units, are based upon the probable outcome of the applicable performance
conditions. See Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31,
2015 for a discussion of the relevant assumptions used in calculating the amounts.
(5) These amounts represent the threshold, target and maximum Financial PSUs granted under the Long-Term Incentive Plan. For actively
employed executives, these Financial PSUs are scheduled to vest on February 19, 2018, subject to the achievement of threshold revenue and
operating income performance goals. See “Executive Compensation-Narrative to Summary Compensation Table and Grants of Plan-Based
Awards Table” for further information regarding this award.
(6) These amounts represent the threshold, target and maximum TSR PSUs granted under the Long-Term Incentive Plan. The TSR PSUs are
scheduled to vest on February 19, 2018 based on the Company’s relative TSR performance versus the S&P 500 Index over a three-year
performance period. See “Executive Compensation-Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table” for
further information regarding this award.
(7) In accordance with the Executive Severance Policy, the unvested Long-Term Incentive Plan awards granted to Ms. Scott vested on a prorated
basis on her March 15, 2016 termination date, based on the period from the respective grant dates to Ms. Scott’s termination date, and with the
prorated payout of the Financial PSUs and TSR PSUs to be based on actual Company performance during the applicable performance periods
as determined by the Compensation Committee.