Health Net 2015 Annual Report Download - page 152

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Unless otherwise indicated below, amounts represented in the table shall be paid to the named executive officer in a lump sum payment.
(1) The amounts shown include amounts payable to the named executive officer as a result of a change in control without regard to termination of employment,
as set forth in the preceding column, as well as amounts payable only in connection with certain terminations of employments following such a change in
control.
(2) The amounts shown do not include the standard death benefit provided by Health Net to all of its employees equal to one times base salary.
(3) The amounts shown represent the intrinsic value of unvested RSUs and/or PSUs which would be accelerated upon the occurrence of a change in control and
upon an involuntary termination without “cause” or voluntary resignation for “good reason” during the two-year period following a change in control (or in
the case of PSUs granted prior to May 7, 2015, at any time following a change in control).
Restricted stock unit value is calculated by multiplying the number of shares by the closing price per share of our Common Stock on the NYSE on
December 31, 2015 (the last trading day of 2015) of $68.46 per share.
Performance share unit value is calculated by multiplying the NYSE closing price of our Common Stock on December 31, 2015 (the last trading day of 2015)
of $68.46 per share by the number of shares underlying the PSUs assuming achievement of the applicable performance measures at the target level.
(4) Amounts shown include continuation of health benefits and COBRA premiums, as applicable. The amounts associated with health benefits are calculated
using 2016 enrollment rates and severance agreement terms, if applicable. The continuation of named executive officers’ health benefits is discussed in detail
in the “Severance and Change In Control Arrangements” section of this Annual Report on Form 10-K.
(5) Grandfathered excise tax gross-up benefits are provided to certain executives under their employment agreement terms, as applicable.
Compensation Committee.
The Compensation Committee currently consists of Messrs. Willison (Chair) and Miller and Mses. Citrino and
Escarra. Each current member of the Compensation Committee, other than Mr. Miller, served on the Compensation
Committee throughout 2015. Mr. Miller joined the Compensation Committee in 2015, following the departure of Mr.
Foley, who retired from the Health Net Board immediately prior to Health Net’s Annual Meeting of Stockholders on
May 7, 2015. Each of the current members of the Compensation Committee qualifies as a “non-employee director”
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an “outside
director” for Section 162(m) purposes and is independent under NYSE listing standards.
Compensation Committee Responsibilities. The Compensation Committee is governed by a charter, a current
copy of which is available on our website at www.healthnet.com. Pursuant to the Compensation Committee charter, the
Compensation Committee is responsible for, among other things:
• reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s compensation,
evaluating annually the performance of the Chief Executive Officer in light of the goals and objectives of our
executive compensation plans, and, either as a committee or together with other independent directors (as
directed by the Board of Directors), determining and recommending for approval by the independent directors
of the Board of Directors, the Chief Executive Officer’s compensation level based on this evaluation, which
recommendation is subject to ratification, modification or rejection by the independent directors of the Board of
Directors;
• evaluating annually the performance of our most highly compensated officer (other than the Chief Executive
Officer) (for 2015, the Executive Vice President, Chief Financial and Operating Officer and Interim Treasurer)
in light of the goals and objectives of our executive compensation plans, and recommending to the Board of
Directors such officer’s compensation level, which recommendation is subject to ratification, modification or
rejection by the Board of Directors;
• evaluating annually the performance of our senior officers, including all officers who occupy jobs that the
Compensation Committee, solely for purposes of evaluating compensation, determines to have the highest
impact on us, including the “named executive officers” listed in this Annual Report on Form 10-K (excluding
the Chief Executive Officer and the second most highly compensated officer, which were discussed above) (the
“Senior Officers”), and approving each such Senior Officer’s compensation level;
• reviewing and approving, on a general and policy level basis only, the compensation and benefits of officers,
managers and employees other than the “Oversight Executives,” who consist of the Chief Executive Officer, our
second most highly compensated officer and the Senior Officers, and advising the Board of Directors of actions
taken;
• assessing our overall compensation structure and compensation philosophy and strategy, selecting the
appropriate peer group and periodically reviewing executive compensation in relation to the peer group;
• reviewing as necessary and appropriate our compensation plans and other employee benefit plans, including
incentive-compensation and equity-based plans, in light of our goals and objectives with respect to such plans,
and, if the Compensation Committee deems it appropriate, adopting, or recommending to the Board of Directors
the adoption of new or the amendment of existing plans;