Big Lots 2014 Annual Report Download - page 31

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• Motivate executives to contribute to our success and reward them for their performance.
We use the bonus and equity elements of our executive compensation program to motivate our
executives to improve our business, promote sustainable profitability and create shareholder value.
These compensation elements incentivize our executives to meet or exceed the applicable corporate
financial goals.
• Attract and retain talented executives by paying compensation that is competitive with the
compensation paid by the companies in our comparator groups.
We believe most executives who consider joining our company expect to receive amounts and elements
of compensation comparable to those offered by most companies in our comparator groups and/or
their current employer. We believe the amounts and elements of compensation that we offer make us
competitive within our comparator groups, and that offering competitive packages has enabled us in
recent years to attract and retain talented executives.
Executive Performance and Compensation Evaluation Process
The Committee leads the process for establishing our annual executive compensation program, but seeks the
approval of its compensation decisions from our other outside directors. The Committee believes that having
all outside directors approve executive compensation is consistent with best practices in corporate governance.
Additionally, as discussed in more detail below in the “Role of Management” and “Independent Compensation
Consultant” sections of this CD&A, the Committee consults with management and may engage independent
compensation consultants to take advantage of their expertise.
Because of his direct knowledge of the performance and contributions of the other members of our Leadership
Team, our CEO provides the Board and Committee with (1) quarterly performance updates regarding each member
of our Leadership Team beginning at our second quarter Board meeting and (2) an annual performance evaluation
and compensation recommendation for each such Leadership Team member in the first quarter of each fiscal year.
The Committee also regularly conducts executive sessions to evaluate our CEO’s performance. All of our outside
directors participate in the most comprehensive evaluation of our CEO’s performance which takes place at our first
quarter Board meeting. See the “Performance Evaluation” section of this CD&A for a discussion of the factors
considered by our CEO, the Committee and the other outside directors when evaluating performance.
At its March 2014 meeting, the Committee:
• reviewed and discussed the continued appropriateness of our executive compensation program,
including its underlying philosophy, objectives and policies;
• reviewed and discussed Mr. Campisi’s performance, contributions and value to our business;
• reviewed and discussed Mr. Campisi’s performance evaluations and compensation recommendations for
the other Leadership Team members;
• reviewed and discussed comparative compensation survey data;
• reviewed and analyzed tally sheets which included the total compensation awarded to each Leadership
Team member during the immediately preceding two fiscal years;
• analyzed the potential payments to each Leadership Team member upon termination of employment and
change in control events;
• considered internal pay equity by comparing the compensation of our CEO to the other members of our
Leadership Team;
• prepared its fiscal 2014 compensation recommendations for each member of our Leadership Team;
• determined that a bonus was not payable under the 2006 Bonus Plan as a result of corporate
performance in fiscal 2013; and
• determined, for the named executive officers, that the second triggers for their fiscal 2011, fiscal 2012,
and fiscal 2013 time-vested restricted stock awards were not achieved and that the first trigger for their
fiscal 2013 time-vested restricted stock award was achieved as a result of corporate performance in
fiscal 2013.