Big Lots 2014 Annual Report Download - page 39

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Employment Agreements
We have entered into an employment agreement with each of Mr. Campisi and Ms. Bachmann. We negotiated
the terms of each employment agreement with the executive. In those negotiations, we considered many
factors, including:
• our need for the services of the executive;
• the executive’s level of responsibility and the potential impact that the executive could have on our
operations and financial condition;
• the skills and past (if applicable) and anticipated future performance of the executive;
• the compensation paid to similarly-situated executives at comparator group companies;
• the relationship between the compensation offered to the executive and paid to the other Leadership
Team members;
• our perception of the relative bargaining power of the Company and the executive; and
• to the extent applicable, the elements and amounts of compensation offered or paid to the executive by
another employer.
On March 17, 2015, we entered into an Executive Employment Agreement (the “New Employment Agreement”)
with Mr. Campisi, which amends, restates and replaces the Employment Agreement we entered into with Mr.
Campisi on May 3, 2013 (the “Original Agreement”). Unless terminated earlier in accordance with its terms, the
New Employment Agreement will remain effective until May 3, 2020 and will automatically renew for successive
one-year renewal terms on each May 4 thereafter.
The Board determined that it was appropriate and in the best interests of the Company and our shareholders to
enter into the New Employment Agreement based on the promising results we have achieved in connection with
the implementation and execution of the strategic plan developed by Mr. Campisi and his management team. It’s
the Board’s belief that Mr. Campisi’s leadership has been transformational across our business and our strategic
plan has allowed us to refocus on our core customer, Jennifer, and her expectations when shopping in our stores.
Mr. Campisi has also continued to focus on the future of our business through our omni-channel initiative and the
development of a succession plan. During Mr. Campisi’s first 22 months, he recruited and effectively integrated a
significant portion of our Leadership Team by hiring experienced merchandising and marketing leaders, who have
helped rebuild our corporate culture centered around our associates and cross-functional teamwork. In addition,
Mr. Campisi championed our commitment to philanthropy in the communities we serve by establishing the Big
Lots Foundation. Mr. Campisi’s Original Agreement would have expired on May 3, 2015 and the Board believes
the New Employment Agreement will continue to enhance the stability of our Leadership Team and reasonably
incentivize Mr. Campisi to achieve the goals of our strategic plan and work effectively with the Board on CEO
succession, both of which are designed to create long-term value for our shareholders.
The New Employment Agreement modifies the payments and benefits to which Mr. Campisi is entitled as follows:
• increases his minimum annual base salary from $900,000 under the Original Agreement to $1,050,000
(and from his base salary of $950,000 in fiscal 2014);
• increases the minimum payout percentages (expressed as a percentage of his annual base salary) that
may be established for his target and maximum annual incentive award levels from 100% and 200%,
respectively, under the Original Agreement to 120% and 240% (and from the 110% and 220% provided
in fiscal 2014);
• authorizes Mr. Campisi to use aircraft for personal travel in an amount up to $100,000 per calendar year
(calculated based on the aggregate incremental cost to the Company in accordance with SEC rules and
regulations), an increase of $20,000 from the amount approved by the Board for fiscal 2014;
• requires that we maintain and pay all premiums on a life insurance policy on Mr. Campisi in a face
amount equal to two times his current base salary (an increase from our current company policy of one
and a half times base salary, up to a $1,000,000 total benefit);