elements of the compensation program are base salary, annual incentive, equity-based long-term incentive, and benefits. The committee
has historically set targeted total compensation at the median of the competitive market. The committee may adjust targeted total
compensation or the mix of total compensation based on other considerations such as business performance, company size and stock
dilution. In addition, incentive programs are intended to be designed such that total compensation realized by executives is consistent
with performance achievement.
the design of the annual incentive plan was intended to be primarily objective and formulaic. Each year, including 2016, the committee
established annual performance metrics relating to financial performance and strategic initiatives and annual incentive opportunities
for management employees, including the Named Executive Officers. The annual incentive opportunities were determined as a percentage
of the individual’s base salary. In addition, the committee retained discretion to adjust annual incentive awards, taking
into account non-formulaic considerations such as the context in which certain performance achievement occurred, the unique experience
an individual brings to a role, and other factors the committee deemed relevant.
objective of the Company’s long-term incentive program is to directly align compensation outcomes with returns received
by shareholders, build equity ownership within the management team, and motivate the sustainable financial performance that supports
stock price growth. Long-term incentive awards are made pursuant to the Company’s 2012 Stock Incentive Plan, which permits
grants of cash awards, stock options, stock appreciation rights and stock awards (e.g., restricted stock and restricted share
units). Throughout the year, the committee may also approve awards in connection with employee promotions, employee retention,
an individual newly hired to the Company, or for purposes otherwise deemed to be in the best interest of the Company. The timing
of these equity award grants is not based on the timing of the release of material, non-public information, nor is such information
released for the purpose of affecting the value of executive compensation.
typical pay review process occurs at the beginning of the fiscal year at which time the Compensation Committee reviews and approves
executive compensation, including adjustments in base salaries, annual incentive awards and equity awards, and establishes performance
goals and target incentive opportunities for the annual incentive plan for the following fiscal year. During the review process,
the committee considers a number of factors, including competitive market data, input received from the Company’s management,
an assessment of individual performance and the operating performance of the Company.