Big Lots 2012 Annual Report Download - page 48

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The Committee and other outside directors believe the selected corporate performance amount was appropriate in
light of our performance in fiscal 2011, our projected multi-year operating plan and our objectives to motivate our
executives, reward superior performance and align the interests of our executives and shareholders.
The stock options awarded to our named executive officers in fiscal 2012 have an exercise price equal to the fair
market value of our common shares on the grant date (i.e., $43.85), vest incrementally in equal portions over four
years, and expire seven years after the grant date. Additionally, if a named executive officer dies or becomes
disabled before the last scheduled vesting date, the then-remaining unvested portion of the stock option award will
vest on the day such event occurred, provided such event occurred at least six months following the grant date.
Performance Evaluation
Our CEO, the Committee and the outside directors do not rely solely on predetermined formulas when they
evaluate corporate performance or individual performance. Performance is generally evaluated against the
following objective and subjective factors, although the factors considered may vary for each executive and as
dictated by business conditions:
x long-term strategic goals;
x short-term business goals;
x profit and revenue goals;
x expense goals;
x operating margin improvement;
x revenue growth versus the industry;
x earnings-per-share growth;
x continued optimization of organizational effectiveness and productivity;
x leadership and the development of talent; and
x fostering teamwork and other corporate values.
Our CEO, the Committee and the outside directors may each consider different factors and may value the same
factors differently. In selecting individual and corporate performance factors for each EMC member and measuring
an executive’s performance against those factors, our CEO, the Committee and the other outside directors also
consider the performance of our competitors and general economic and market conditions. None of the factors
are assigned a specific weight. Instead, our CEO, the Committee and the other outside directors recognize that
the relative importance of these factors may change as a result of specific business challenges and changing
economic and marketplace conditions. Although the Committee and the other outside directors consider our CEO’s
recommendations, the Committee and the other outside directors may elect to not follow, and are not bound by, our
CEO’s recommendations on executive compensation.
Fiscal 2012 compensation for our named executive officers was determined in the discretion of the Committee and
the other outside directors and was generally based upon the factors discussed in this CD&A, including corporate
and individual performance and comparative compensation data. Specifically, the following items of corporate
and individual performance were most significant in awarding compensation to our named executive officers for
fiscal 2012.
x Mr. Fishman:
(1) Fiscal 2011 earnings per common share from continuing operations-diluted were $2.99 –
approximately 5.7% above our fiscal 2010 results; and
(2) Fiscal 2011 SG&A expenses were $1,724.8 million – approximately $13.3 million below our fiscal
2011 corporate operating plan.