Big Lots 2012 Annual Report Download - page 53

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reasonable steps to ensure the continued availability of deductions for payments under our executive compensation
program, while at the same time considering our executive compensation philosophy and objectives and the
competitive market for executive talent.
Our Executive Compensation Program for Fiscal 2013
In establishing executive compensation for fiscal 2013, the Committee engaged Exequity to provide research,
comparative compensation data and general executive compensation program guidance. Throughout this
engagement, Exequity advised the Committee on all principal aspects of executive compensation, including the
competitiveness of program design and award values. The Committee charged Exequity with assisting it to meet
the following primary objectives:
x review and validate, or recommend changes to, our executive compensation and outside
director programs;
x obtain better comparative compensation data by updating our retailer-only peer group; and
x compare the amount and form of executive compensation paid to our executives against the
compensation paid to similarly-situated executives at companies within the updated retailer-only
peer group.
At its meeting in February 2013, the Committee: (1) determined that a bonus was not payable for fiscal 2012 under
the 2006 Bonus Plan; (2) reviewed the tally sheets and compensation history for all EMC members; (3) reviewed
internal pay equity information; (4) discussed the executive compensation review prepared by Exequity and
approved a new retailer-only peer group for fiscal 2013; (5) reviewed the at-risk incentive compensation as a
percentage of the total executive compensation awarded for fiscal 2012 for each named executive officer; and
(6) formulated its recommendations to the other outside directors for fiscal 2013 executive compensation (including
the terms, financial measure, corporate performance amounts and payout percentages for bonuses, terms for the
amount of common shares underlying stock option and restricted stock awards, and the first and second triggers
for restricted stock awards). The Committee also reviewed drafts of this CD&A and the other compensation
disclosures required by the SEC.
At the subsequent Board meeting, the Committee recommended, and the outside directors approved, the following
fiscal 2013 salaries, payout percentages for the target bonus level (with threshold being one-half of the target
payout percentage and stretch being double the target payout percentage) and equity awards for our named
executive officers:
Name
Fiscal 2013
Salary
($)
Fiscal 2013
Target Bonus
Payout Percentage
(%)
Common
Shares Underlying
Stock Option Award
(#)
Common
Shares Underlying
Restricted Stock Award
(#)
Mr. Fishman 1,400,000 120 0 0
Mr. Johnson 440,000 50 40,000 30,000
Mr. Martin 600,000 60 40,000 30,000
Ms. Bachmann 625,000 60 40,000 30,000
Mr. Cooper 580,000 60 40,000 30,000
Mr. Haubiel 550,000 60 40,000 30,000
On December 4, 2012, Mr. Fishman announced his intention to retire upon the appointment of his successor. A
search for Mr. Fishman’s successor has commenced. Accordingly, the Committee and other outside directors
maintained Mr. Fishman’s current salary and target bonus payout percentage and did not grant him any equity
compensation as part of our fiscal 2013 annual equity grant.
On April 1, 2013, after consulting with the other outside directors, the Compensation Committee granted restricted
stock awards (“Retention Awards”) to Mr. Johnson, Ms. Bachmann, Mr. Cooper and Mr. Haubiel. The purpose
of the Retention Awards is to better assure the continuing services of these named executive officers during the
transition from Mr. Fishman to his successor. The number of our common shares underlying each Retention Award
is 9,500 for Mr. Johnson, 21,500 for Ms. Bachmann, 13,500 for Mr. Cooper and 19,000 for Mr. Haubiel.