Big Lots 2014 Annual Report Download - page 138

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In 2013, in connection with his appointment as CEO and President, Mr. Campisi was awarded 37,800 performance share units,
which vest based on the achievement of share price performance goals, that had a weighted average grant-date fair value per share
of $34.68. The performance share units have a contractual term of seven years. In the second quarter of 2014, Mr. Campisi’s first
tranche of 12,600 performance share units vested. In the third quarter of 2014, Mr. Campisi’s second tranche of 12,600
performance share units vested. If the performance goals applicable to the performance share units are not achieved prior to
expiration, the awards will be forfeited. A total of 12,600 performance share units remain unvested and outstanding at January 31,
2015.
The restricted stock award granted to Mr. Fishman in 2011 vested in 2012 based on achievement of the corporate financial goals for
2011. The nonvested restricted stock award granted to Mr. Fishman in 2012 was forfeited in the first quarter of 2013, because we
failed to achieve a corporate financial goal set for 2012.
In 2014, we issued 433,350 performance share units, net of forfeitures, to certain members of management, which vest if certain
financial performance objectives are achieved over a three-year performance period and the grantee remains employed by us during
that period. The financial performance objectives for each fiscal year within the three-year performance period are approved by the
Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year. As a result of the process
used to establish the financial performance objectives, we will only meet the requirements of establishing a grant date for the
performance share units when we communicate the financial performance objectives for the third fiscal year of the award to the
award recipients, which will then trigger the service inception date, the fair value of the awards, and the associated expense
recognition period. Therefore, we have recognized no expense for these issued performance share units in 2014, and we do not
expect to recognize expense in 2015. Based on the accounting treatment for performance share units, the expensing of the PSUs
issued during 2014 could begin on or around March 2016, or the date that the targets are established for the third year for the three-
year performance period. If we meet the applicable threshold financial performance objectives over the three-year performance
period and the grantee remains employed by us through the end of the performance period, the performance share units will vest on
the first trading day after we file our Annual Report on Form 10-K for the last year in the performance period.
In 2014, 2013, and 2012, we granted to each non-employee member of our Board of Directors a restricted stock award. In 2014,
each had a fair value on the grant date of approximately $110,000. These awards vest on the earlier of (1) the trading day
immediately preceding the next annual meeting of our shareholders or (2) the death or disability of the grantee. However, the
restricted stock award will not vest if the non-employee director ceases to serve on our Board of Directors before either vesting
event occurs.
During 2014, 2013, and 2012, the following activity occurred under our share-based compensation plans:
(In thousands) 2014 2013 2012
Total intrinsic value of stock options exercised $ 18,614 $ 2,646 $ 29,350
Total fair value of restricted stock vested $ 2,825 $ 2,237 $ 21,907
Total fair value of performance shares vested $ 1,143 $ — $ —
The total unearned compensation cost related to all share-based awards outstanding, excluding performance share units, at
January 31, 2015 was approximately $20.4 million. This compensation cost is expected to be recognized through January 2019
based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.9 years
from January 31, 2015.