Big Lots 2013 Annual Report Download - page 50

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2013 COMPENSATION AWARDED
MR. CAMPISI
63%
Performance-Linked
Incentive Compensation
OTHER NEOS
25%
20%
18%
17%
20%
34%
Performance-Linked
Incentive Compensation
20%
14%
Salary and Other Compensation
Restricted Stock Award
Annual Bonus Incentive Award
Stock Option Award
Performance Share Units Award
23%
43%
Our Executive Compensation Program for Fiscal 2014
In establishing executive compensation for fiscal 2014, the Committee engaged Exequity to provide research,
comparative compensation data and general executive compensation program guidance. Exequity also 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:
• review and recommend changes to our executive compensation program;
• review the appropriateness of our retailer-only comparator group; and
• compare the amount and form of executive compensation paid to our executives against the
compensation paid to similarly-situated executives at companies within the retailer-only
comparator group.
In response to the feedback received throughout our fiscal 2013 shareholder outreach efforts, the Committee, with
the assistance of Exequity, analyzed our executive compensation program and adopted the following significant
changes which will be reflected in our fiscal 2014 executive compensation program:
• Implemented performance share units (“PSUs”) as 60% of the long-term incentive program for our
named executive officers and other Leadership Team members. PSUs are not earned unless 3-year
performance targets established by the Committee are achieved. The targets the Committee established
are based on our earnings per share and ROIC, each of which accounts for 50% of the PSUs. The
number of common shares underlying the PSUs ultimately earned will range from 0% for below
threshold performance to 150% for performance at or above the maximum performance level; and
• Implemented time-vested restricted stock units (“RSUs”) as 40% of the long-term incentive program for
our named executive officers and other Leadership Team members. RSUs will vest ratably over three
years from the grant date of the award. The RSUs also contain a performance component designed to
preserve deductibility under Section 162(m) of the IRC.
Because we determined to use ROIC as one of the performance metrics and it is not among the performance
metrics currently available under the 2012 LTIP, we have included Proposal Two in this Proxy Statement requesting
that shareholders approve a modification to the 2012 LTIP through the addition of this performance metric to the
2012 LT I P.