DELPHI 2014 Annual Report Download - page 132

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On April 25, 2013 Delphi granted 37,674 RSUs to the Board of Directors at a grant date fair value of approximately $2
million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 25,
2013. The RSUs vested on April 2, 2014, the day before the 2014 annual meeting of shareholders.
On April 3, 2014, Delphi granted 24,144 RSUs to the Board of Directors at a grant date fair value of approximately $2
million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 3, 2014.
The RSUs will vest on April 22, 2015, the day before the 2015 annual meeting of shareholders.
In February 2012, Delphi granted approximately 1.88 million RSUs to its executives. These awards include a time-based
vesting portion and a performance-based vesting portion. The time-based RSUs, which make up 25% of the awards for
Delphi’s officers and 50% for Delphi’s other executives, will vest ratably over three years beginning on the first anniversary of
the grant date. The performance-based RSUs, which make up 75% of the awards for Delphi’s officers and 50% for Delphi’s
other executives, vested at the completion of a three-year performance period at the end of 2014.
In February 2013, under the time-based vesting terms of the 2012 grant, 218,070 ordinary shares were issued to Delphi
executives at a fair value of $9 million, of which 78,692 ordinary shares were withheld to cover withholding taxes.
In February 2013, Delphi granted approximately 1.45 million RSUs to its executives. These awards include time and
performance-based components and vesting terms similar to the 2012 awards described above, as well as continuity awards.
The time-based RSUs will vest ratably over three years beginning on the first anniversary of the grant date and the
performance-based RSUs will vest at the completion of a three-year performance period at the end of 2015 if certain targets are
met.
In February 2014, under the time-based vesting terms of the 2012 and 2013 grants, 365,930 ordinary shares were issued
to Delphi executives at a fair value of $23 million, of which 131,913 ordinary shares were withheld to cover minimum
withholding taxes.
In February 2014, Delphi granted approximately 0.8 million RSUs to its executives. These awards include time and
performance-based components and vesting terms similar to the 2013 awards described above. The time-based RSUs will vest
ratably over three years beginning on the first anniversary of the grant date and the performance-based RSUs will vest at the
completion of a three-year performance period at the end of 2016 if certain targets are met.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. Any
off cycle grants made for new hires will be valued at their grant date fair value based on the closing price of the Company's
ordinary shares on the date of such grant.
Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s
performance against established company-wide performance metrics, which are:
Metric 2014 Grant 2013 Grant 2012 Grant
Average return on net assets (1)......................................................................... 50% 50% 50%
Cumulative net income ...................................................................................... N/A N/A 30%
Cumulative earnings per share (2)..................................................................... 30% 30% N/A
Relative total shareholder return (3) .................................................................. 20% 20% 20%
(1) Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and
equipment for each calendar year during the respective performance period.
(2) Cumulative earnings per share is measured by net income attributable to Delphi divided by the weighted average number of diluted shares outstanding for
the respective three-year performance period.
(3) Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading
days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for all available
trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer
group companies.
The grant date fair value of the RSUs was determined based on the closing price of the Company’s ordinary shares on the
date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an
independent valuation specialist with respect to the relative total shareholder return awards. Based on the target number of
awards issued for the February 2014, 2013 and 2012 grants, the fair value at grant date was estimated to be approximately $53
million, $60 million and $59 million, respectively.