Big Lots 2013 Annual Report Download - page 58

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The Committee then shared its recommendations on the compensation to be awarded to each Leadership Team
member in fiscal 2013, including the underlying data and analysis, with the other outside directors for their
consideration and approval. The Committee’s recommendations were, with respect to the Leadership Team member
other than Mr. Fishman, consistent with Mr. Fishman’s recommendations. At the March 2013 Board meeting,
the outside directors discussed with the Committee the form, amount of, and rationale for the recommended
compensation and, consistent with the Committee’s recommendations, finalized the compensation awards for the
Leadership Team members.
Except where we discuss the specifics of a named executive officer’s fiscal 2013 compensation, the evaluation and
establishment of our named executive officers’ fiscal 2013 compensation was substantially similar. Based on their
review of each element of executive compensation separately and in the aggregate, the Committee and the other
outside directors determined that our named executive officers’ compensation for fiscal 2013 was reasonable and
not excessive and was consistent with our executive compensation philosophy and objectives.
Salary for Fiscal 2013
On May 3, 2013, Mr. Campisi was appointed as our Chief Executive Officer and President at a base salary of
$900,000 for fiscal 2013. Mr. Campisi’s salary and other compensation terms were established through negotiation,
during which we considered the various factors discussed above in the “Employment Agreements” section of this
CD&A. In reviewing the salaries of the other named executive officers, the Committee considered, among other
matters, each executive’s past performance, experience, scope and responsibilities, base salary in comparison to
our other employees and anticipated future contributions. For fiscal 2013, the Committee approved the following
salaries for the named executive officers, which (except for Mr. Campisi) became effective March 25, 2013:
Name Fiscal 2013 Salary
Mr. Campisi $900,000
Mr. Johnson $440,000
Ms. Bachmann $625,000
Mr. Cooper $580,000
Mr. Rodriguez $340,000
Mr. Haubiel $550,000
Mr. Martin $600,000
On December 4, 2012, Mr. Fishman announced his intention to retire upon the appointment of a successor.
Accordingly, the Committee and other outside directors did not increase Mr. Fishman’s salary of $1,400,000 for
fiscal 2013. On June 17, 2013, Mr. Johnson assumed responsibility for our real estate department, and his salary
was increased to $470,000.
Annual Incentive Award for Fiscal 2013
During their annual review of executive compensation in March 2013, the Committee and other outside directors
approved the financial measure, corporate performance goals and payout percentages (threshold, target and
maximum) for the fiscal 2013 annual incentive awards.
The Committee and the other outside directors selected operating profit as the financial measure for the fiscal
2013 annual incentive awards because they believe it is a strong indicator of our operating results and financial
condition. The Committee and other outside directors selected the corporate performance goals based on the
annual corporate operating plan established by the Board. The corporate performance goals were set slightly below
(for the threshold annual incentive award), at (for the target annual incentive award), and above (for the maximum
annual incentive award) the projected operating profit in our annual corporate operating plan. The Committee and
other outside directors believe the selected goals provided challenging, but reasonable, levels of performance that
were appropriate in light of our projected corporate operating plan for fiscal 2013, and our objective to promote
sustained profitability while providing objectives that motivate our executives. Because the Committee and
the other outside directors consider the specific circumstances that we expect to face in the coming fiscal year