DELPHI 2011 Annual Report Download - page 162

Table of Contents
Directors (the "Board"), in the case of Mr. O'Neal, approved awards under the Company's Annual Incentive Plan for the fiscal year ended December 31, 2011
(the "2011 Annual Incentive Plan"). Other compensation for fiscal year 2011 was previously reported by the Company in the Summary Compensation Table
beginning on page 134 of the Registration Statement on Form S-1, filed February 1, 2012 (the "Registration Statement"). As of the filing of the Registration
Statement, awards under the 2011 Annual Incentive Plan had not been determined and, therefore, were omitted from the Summary Compensation Table
included in the Registration Statement. The awards under the 2011 Annual Incentive Plan for the NEOs are set forth below and reflect the strong performance
of the Company in 2011:
Name
Non-Equity Incentive Plan
Compensation (1)(2)
Rodney O'Neal $ 3,380,300
Kevin P. Clark $ 1,232,000
James A Spencer $ 1,049,458
Jeffrey J. Owens $ 768,688
Kevin M. Butler $ 808,500
Ronald M. Pirtle (3) $ 626,172
(1) The 2011 Annual Incentive Plan award payments reflect the actual performance of the Company based upon the annual metrics, weighting and
targets described in the Registration Statement. In 2011 Delphi experienced a 56% increase in EBITDA and a modest increase in cash flow
before financing (which is defined as cash flows from operating activities and cash flows from investing activities (excluding investments in time
deposits and costs associated with the initial public offering)) from 2010, as well as $23.5 billion in gross business bookings. See Item 6. Selected
Financial Data of this Annual Report for a reconciliation of EBITDA to U.S. GAAP financial measures.
(2) 2011 total compensation amounts for the NEOs, as reported in the Summary Compensation Table of the Registration Statement, are adjusted to
include the amounts shown in this column.
(3) Mr. Pirtle ceased being an officer of Delphi as of July 1, 2011 and retired from Delphi as of January 1, 2012. Mr. Pirtle's annual incentive
payment has been adjusted to reflect his time as an officer in 2011, plus one month of transition support he provided to his successor in 2011.
Approval of 2012 Equity Awards
On February 15, 2012, the Committee, in the case of all executives, including NEOs, other than Mr. O'Neal, and on February 16, 2012, the Board, in
the case of Mr. O'Neal, also approved a grant of equity awards to the Company's executives in the form of restricted stock unit ("RSU") awards, which are
intended to align executives' interests with the interests of our shareholders. The number of target shares underlying the RSU award granted to each NEO who
is a current officer, as well as the breakdown between target shares that vest based on performance and target shares that vest based on time, are as follows:
Total Target Shares
Underlying RSU Award
Performance-Based
Target Shares (75%)
Time-Based Target
Shares (25%)
Rodney O'Neal 284,360 213,270 71,090
Kevin P. Clark 94,787 71,090 23,697
James A Spencer 69,905 52,429 17,476
Jeffrey J. Owens 51,327 38,495 12,832
Kevin M. Butler 35,545 26,659 8,886
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