Big Lots 2012 Annual Report Download - page 30

Download and view the complete annual report

Please find page 30 of the 2012 Big Lots annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 172

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172

- 16 -
EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis
(“CD&A”) with management and, based on such review and discussion, the Compensation Committee
recommended to the Board that the CD&A be included in this Proxy Statement and our Annual Report on Form
10-K for fiscal 2012 (“Form 10-K”).
Members of the Compensation Committee
Russell Solt, Chair
Peter J. Hayes
Dennis B. Tishkoff
Compensation Discussion and Analysis
Overview of Our Executive Compensation Program
Introduction
This CD&A describes our executive compensation program for fiscal 2012 and certain elements of our executive
compensation program for fiscal 2013. We use our executive compensation program to attract, motivate and retain
the leaders of our business. In particular, this CD&A explains how the Board and the Compensation Committee of
the Board (which we refer to as the “Committee” in this CD&A) made its compensation decisions for our named
executive officers, who, for fiscal 2012, were:
x Mr. Fishman, our Chairman, CEO and President;
x Mr. Johnson, our Senior Vice President, Chief Financial Officer;
x Mr. Martin, our Executive Vice President, Chief Merchandising Officer;
x Ms. Bachmann, our Executive Vice President, Chief Operating Officer;
x Mr. Cooper, our Executive Vice President and President, Big Lots Canada, Inc.;
x Mr. Haubiel, our Executive Vice President, Chief Administrative Officer and Corporate Secretary; and
x Mr. Wurl, our former Executive Vice President, Merchandising.
Mr. Cooper served as our Chief Financial Officer until Mr. Johnson assumed that position on August 23, 2012. On
August 23, 2012, Ms. Bachmann was promoted from Executive Vice President, Supply Chain Management and
Chief Information Officer to Executive Vice President, Chief Operating Officer, and Mr. Haubiel was promoted
from Executive Vice President, Legal and Real Estate, General Counsel and Corporate Secretary to Executive Vice
President, Chief Administrative Officer and Corporate Secretary. On August 23, 2012, Mr. Martin was promoted
from Executive Vice President, Administration to Executive Vice President, Chief Merchandising Officer. On
August 22, 2012, Mr. Wurl resigned as Executive Vice President, Merchandising.
Executive Summary
Our executive compensation program is designed to:
x attract and retain executives by paying them amounts and offering them elements of compensation that
are competitive with and comparable to those paid and offered by most companies in our peer group;
x motivate our executives to contribute to our long-term success and reward them for their performance;
and
x align the interests of our executives and shareholders through incentive-based compensation.