Health Net 2015 Annual Report Download - page 140

138
GRANTS OF PLAN-BASED AWARDS FOR 2015
Name and
Principal
Position
Estimated future potential
payouts under non-equity
incentive plan awards(1)
Estimated future payouts
under equity incentive
plan awards
All
other
stock
awards
number
of
shares
of stock
or units
(#)(3)
All other
option
awards
number
of
securities
under-
lying
options
(#)
Exercise
or Base
Price of
Option
Awards
($)
Grant
date fair
value of
stock
and
option
awards
($)(6)
Grant
Date Threshold ($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Jay M. Gellert 2/20/2015 (1) 1,660,500 3,321,000 — — — — — — —
President and 2/20/2015 (2) — — 28,845 96,150 96,150 — — — 5,431,514
Chief
Executive
Officer
2/20/2015 (3) — — — — — 32,050 — — 1,810,505
James E. Woys 2/20/2015 (1) 787,838 1,575,675 — — — — — — —
Executive Vice 2/20/2015 (2) — — 11,407 38,025 38,025 — — — 2,148,032
President,
Chief
Financial and
Operating
Officer and
Interim
Treasurer
2/20/2015 (3) — — — — — 12,675 — — 716,011
Juanell Hefner 2/20/2015 (1) 437,081 874,161 — — — — — — —
Chief 2/20/2015 (2) — — 6,347 21,157 21,157 — — — 1,195,159
Administration 2/20/2015 (3) — — — — — 7,053 — — 398,424
Officer 7/2/2015 (4) — — — 19,500 19,500 — — — 1,395,615
7/2/2015 (5) — — — — — 19,500 — — 1,395,615
Steven D. Tough 2/20/2015 (1) 461,458 922,916 — — — — — — —
President, 2/20/2015 (2) — — 6,300 21,000 21,000 — — — 1,186,290
Government
Programs 2/20/2015 (3) — — — — — 7,000 — — 395,430
Steven Sell 2/20/2015 (1) 445,843 891,686 — — — — — — —
President, Western 2/20/2015 (2) — — 4,950 16,500 16,500 — — — 932,085
Region Health
Plan 2/20/2015 (3) — — — — — 5,500 — — 310,695
(1) The amounts shown represent potential non-equity incentive plan awards under the MIP in 2015. There is no threshold amount payable under the MIP for
performance in 2015. Target amounts presented in the table above represent 100% of the executive officer’s target bonus opportunity under the MIP for performance
in 2015, which is a pre-established percentage of the executive officer’s base salary as of December 31, 2015. Maximum amounts represent 200% of the executive’s
target bonus because awards are capped at that amount under each executive’s employment agreement. For a more complete description of the MIP, including
discussion of actual 2015 payouts under the MIP, see the “Analysis of Compensation During Fiscal 2015—Annual Performance-Based Incentive Cash Awards”
section of the Compensation Discussion and Analysis.
(2) Represents PSUs granted on February 20, 2015 pursuant to the 2006 Plan. Seventy percent of the PSUs awarded as part of the 2015 annual award grant would be
earned and subject to a three-year vesting period if the Company achieved 2015 EPS of $3.20, which was a pre-established target level of 2015 EPS and in line with
our internal business plan and budget at the time the performance goal was established, and thirty percent of the PSUs would be earned and subject to a three-year
vesting period if the Company achieved certain pre-established strategic operating performance measures in 2015. Amounts shown in the “threshold” column
represent 30% of the total PSUs granted on February 20, 2015, which assumes achievement of the strategic operating performance measures in 2015, but not
achievement of the 2015 EPS performance measure. Amounts shown in the “target” column represent the number of shares (100% of the target shares) that would be
issued upon achievement of the 2015 strategic operating performance measures and the 2015 EPS performance measure at the target level. Amounts shown in the
“maximum” column are the same as those shown in the “target” column, as no additional shares could be issued upon achievement of the 2015 strategic operating
performance measures and/or the 2015 EPS performance measure above the target levels. See the “Long-Term Equity Incentive Compensation—Determinations
Regarding Form and Mix of 2015 Equity Awards” section of the Compensation Discussion and Analysis for additional detail regarding the PSUs granted as part of
the 2015 annual equity award program.
(3) Represents RSUs granted on February 20, 2015 pursuant to the 2006 Plan.
(4) Represents PSUs granted on July 2, 2015 pursuant to the Amended and Restated 2006 Plan. The PSUs would be earned and subject to a two-year vesting period if
Ms. Hefner achieved certain pre-established performance measures by December 31, 2015. See the “Long-Term Equity Incentive Compensation—Determinations
Regarding Form and Mix of 2015 Equity Awards” section of the Compensation Discussion and Analysis for additional detail regarding the PSUs granted to Ms.
Hefner on July 2, 2015.
(5) Represents RSUs granted on July 2, 2015 pursuant to the Amended and Restated 2006 Plan. 50% of the RSUs will vest on each of the first and second anniversaries
of the grant date, subject to Ms. Hefner’s continued employment through each vesting date.
(6) The grant date fair value, determined in accordance with FASB ASC Topic 718, was calculated by multiplying the closing price of our Common Stock on the
February 20, 2015 and July 2, 2015 grant dates ($56.49 and $71.57 per share, respectively) by the number of stock awards granted on such date. For PSUs, the grant
date fair value assumes the probable outcome of the performance conditions applicable thereto. See footnote 2 to the “Summary Compensation Table” for more
information.