Big Lots 2014 Annual Report Download - page 30

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- 18 -
Executive Compensation Policies and Practices
Our executive compensation policies and practices support good governance and mitigate excessive risk taking and
include the following:
Policies and Practices Big Lots Policies and Practices
Pay for Performance In accordance with the Company’s pay for performance philosophy,
performance-linked compensation comprised 48% to 57% of the
compensation awarded to our named executive officers in fiscal 2014.
Stock Ownership Requirements All of our outside directors and Leadership Team members are subject
to stock ownership requirements.
Clawback Policy Our employment agreements with Mr. Campisi and Ms. Bachmann
provide that any compensation paid to the executive pursuant to
any agreement or arrangement between the executive and us will
be subject to deduction and clawback to the extent required by any
applicable law or stock exchange listing requirement or any policy
adopted by us with respect to any such law or listing requirement.
Anti-Hedging and Pledging Policy We do not allow our directors or Leadership Team members to enter
into any hedging, pledging or monetization transactions relating to our
common shares.
Independent Compensation Consultant The Committee’s independent compensation consultant, Exequity LLP
(“Exequity”), is engaged directly by the Committee and performs
services solely for the Committee.
Independent Board Chairman We have separated our CEO and Chairman of the
Board positions.
No Dividends on Unearned
Performance Awards
We do not pay dividends on unearned performance awards.
No Excise Tax Gross-ups for
Change-in-Control Payments
We have eliminated any reimbursement for any “golden parachute”
excise tax imposed under Section 4999 of the IRC in our
employment agreements.
2014 Annual Meeting Results and Shareholder Engagement
At our 2014 annual meeting of shareholders, we held an advisory vote of our shareholders regarding the fiscal 2013
compensation of our named executive officers as disclosed in our 2014 Proxy Statement (the “2014 say-on-pay
vote”). Approximately 91% of votes cast voted in favor of our 2014 say-on-pay vote. The 2014 say-on-pay vote and
discussions with shareholders before our 2014 annual meeting of shareholders suggested to us that the Company’s
redesigned executive compensation program was generally supported by our shareholders and effectively
responded to the concerns expressed by our shareholders over the previous two years. Since our 2014 annual
meeting of shareholders, the Committee has considered the results of the 2014 say-on-pay vote in its evaluation of
our executive compensation program. Based on the strong support our shareholders expressed at our 2014 annual
meeting of shareholders, the Committee did not make any changes to our executive compensation program as a
result of the 2014 say-on-pay vote.
Overview of our Executive Compensation Program
Philosophy and Objectives of our Executive Compensation Program
Our executive compensation program is designed to:
• Align the interests of executives and shareholders through performance-linked compensation.
We pay annual incentive awards only if we meet or exceed corporate performance goals. For fiscal
2014, we also awarded RSUs and PSUs. The PSUs vest only if we meet performance targets over a
three-year performance period. For fiscal 2014, the targets the Committee established for the PSUs are
based on EPS and ROIC, each of which account for 50% of the performance component of the PSUs.