Big Lots 2014 Annual Report Download - page 43

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For fiscal 2015, the Committee recommended, and the outside directors approved, the following salaries,
payout percentages for the target annual incentive award level (with threshold being one-half of the target
payout percentage and maximum being double the target payout percentage) and equity awards for our named
executive officers:
Name
Fiscal 2015
Salary
($)
Fiscal 2015
Target Annual
Incentive Award
Payout Percentage
(%)
Common
Shares Underlying
RSU Award
(#)
Common
Shares Underlying
Target PSU Award
(#)
Mr. Campisi 1,050,000 120 42,937 64,406
Mr. Johnson 535,500 60 9,854 14,782
Ms. Bachmann 685,000 60 12,559 18,839
Mr. Chene 525,000 60 9,660 14,492
Mr. Schlonsky 435,000 50 6,161 9,243
Compensation Policies and Practices
Minimum Share Ownership Requirements and Hedging and Pledging Prohibition
The Board has adopted minimum share ownership requirements for all outside directors and Leadership Team
members. These requirements are designed to align the long-term interests of our outside directors and executives
with those of our shareholders. Under the requirements, the outside directors and Leadership Team members must
own common shares having an aggregate value equal to at least the following multiple of his or her Board retainer
or salary (as is in effect at the time compliance with the requirements is evaluated), as applicable:
Title Multiple of Retainer or Salary
Director 4x
Chief Executive Officer 4x
Executive Vice President 2x
Senior Vice President 1x
Shares counted toward these requirements include common shares held directly or through a broker, common
shares held under the Savings Plan or Supplemental Savings Plan, unvested restricted stock, unvested RSUs,
unvested PSUs (at the target amount), and vested but unexercised in-the-money stock options. Each outside
director that served on the Board when these requirements were adopted in March 2008 is required to meet the
requirements on the final day or common shares trade in July of 2015 and at each subsequent annual adjustment
date. Each Leadership Team member that was a Leadership Team member when these requirements were adopted
is required to meet the requirements on the final day our common shares trade in July of 2015 and on each
subsequent annual adjustment date. Directors elected and executives hired or promoted after the adoption of the
requirements must meet the requirements on the first testing date for directors or executives following the fifth
anniversary of their election, hire or promotion, as applicable. As of March 13, 2015, each outside director and
executive who has been on the Board or a Leadership Team member for at least five years satisfied our minimum
share ownership requirements. In addition to the minimum share ownership requirements, we do not allow our
directors or Leadership Team members to enter into any hedging, pledging or monetization transactions involving
our common shares.
Equity Grant Timing
Pursuant to the terms of the Big Lots 2005 Long-Term Incentive Plan (“2005 LTIP”) and 2012 LTIP, the grant
date of equity awards must be the later of the date the terms of the award are established by corporate action or
the date specified in the award agreement. Consistent with prior years, in fiscal 2014, the outside directors, after
consultation with the Committee, specified that the grant date of the equity awards was the second trading day
following our release of fiscal 2014 results on Form 8-K. This future date was established to allow the market to
absorb and react to our release of material non-public information, and to avoid any suggestion that the Board, the