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Solera: Directors, Executive Officers And Corporate Governance Item 11. Executive Compensation Item 12.

The following excerpt is from the company's SEC filing.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services


Item 15.

Exhibits and Financial Statement Schedules


Table of Contents


This Amendment No. 1 to the Annual Report on Form 10-K/A (this Amendment No. 1) of Solera Holdings, Inc. (Solera, the Company, our, us or we) amends the Companys Annual Report on Form 10-K for the f iscal year ended June 30, 2015, which was filed with the Securities and Exchange Commission (the SEC) on August 31, 2015 (the Original Filing). The Company is filing this Amendment No. 1 solely to file Part III (Items 10 through 14) information. Unless specifically stated herein, this Amendment No. 1 speaks as of the original filing date of the Original Filing, does not reflect events which may have occurred since the Original Filing filing date, and does not amend or modify any disclosure made in the Original Filing except to incorporate Part III, (Items 10 through 14). This additional disclosure does not revise or alter the Companys financial statements and any forward-looking statements contained in the Original Filing. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 1 contains new certifications by our principal executive officer and principal financial officer that are exhibits to this Amendment No. 1 and set forth under Item 15 of Part IV hereof.


Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth, as of October 13, 2015, the name, age and position of each person who is currently an executive officer or a member of the Board of Directors (the Board) of the Company.


Tony Aquila

Chairman of the Board, Chief Executive Officer and President

Renato Giger

Chief Financial Officer, Treasurer and Assistant Secretary

Jason Brady

Senior Vice President, General Counsel and Secretary

Arthur F. Kingsbury

Thomas C. Wajnert

Stuart J. Yarbrough

Thomas A. Dattilo

Dr. Kurt J. Lauk

Michael E. Lehman

Patrick D. Campbell

Tony Aquila

, age 51, has served as our President and CEO since our formation in April 2005, has served as a member of our board of managers between April 2005 and May 2007 and has been the Chairman of the Board since the completion of our corporate reorganization on May 10, 2007. From September 2001 until December 2004, Mr. Aquila held various positions, including President and Chief Operating Officer, at Mitchell International Inc., a provider of software and services to the automobile insurance, collision repair, medical claim and glass replacement industries. Mr. Aquila joined Mitchell when it acquired Ensera, Inc., an automotive claims workflow and software processing company Mr. Aquila founded in 1999. Prior to Ensera, Mr. Aquila was the Chief Executive Officer and founder of MaxMeyer America, Inc., an importer and distributor of European automotive refinishing products formed in partnership with MaxMeyer-Duco S.p.A.

As our President and CEO, Mr. Aquila brings significant senior leadership, operational, industry and technical experience to the Board. As CEO, Mr. Aquila has direct responsibility for our strategy and operations.

Renato Giger

, age 55, has served as our Chief Financial Officer, Treasurer and Assistant Secretary since July 2010. Prior to that, Mr. Giger served as our EMEA Chief Financial Officer since we acquired our predecessor company in April 2006 and served as our Global Corporate Controller since October 2009. Mr. Giger has been employed by us and our predecessor since July 1993 during which time he has held several positions, most recently as Chief Financial Officer of Audatex. Mr. Giger has a Master of Sciences Degree from the University of Bern (Switzerland).

Jason Brady

, age 46, has served as our Senior Vice President and General Counsel since December 2007, and our Secretary since August 2008. Prior to joining us, Mr. Brady provided legal consulting services to technology and entertainment companies. Prior to that, Mr. Brady was the Vice President, General Counsel and Corporate Secretary of Xenogen Corporation, a biotechnology company, from March 2005 through its acquisition by Caliper Life Sciences in August 2006. From April 2004 to March 2005, Mr. Brady was the Director of Legal Affairs for Abbott Diabetes Care, Abbott Laboratories diabetes testing device business. Prior to that, Mr. Brady was the Senior Corporate Counsel, Director of Legal Affairs and Assistant Secretary of TheraSense, Inc., a diabetes testing device company, from June 2001 until its acquisition by Abbott Laboratories in April 2004. Mr. Brady has a B.A. in History from the University of California, Los Angeles and a J.D. from Santa Clara University School of Law.

Arthur F. Kingsbury,

age 67, has been a member of our Board since October 4, 2008. He has been a private investor since 1996. Mr. Kingsbury has over thirty-five years of business and financial experience, including financial, senior executive and director positions at companies engaged in newspaper publishing, radio broadcasting, database publishing, internet research, cable television and cellular telephone communications. Specific positions included President and Chief Operating Officer of VNU-USA, Inc., Vice Chairman and Chief Operating Officer of BPI Communications, Inc. and Chief Financial Officer of Affiliated Publications, Inc. Mr. Kingsbury has served on the board of directors of six public companies, most recently The Dolan Company, NetRatings, Inc. and Remark Media (formerly HSW International, Inc.). Mr. Kingsbury holds a BSBA in Business Administration from Babson College.

Mr. Kingsbury brings to the Board extensive industry experience with information and database companies, as well as management, leadership and financial expertise through his various leadership and directorship roles in public companies, including service on audit, compensation and nominating and governance committees.

Thomas C. Wajnert

, age 72, has been a member of our Board since September 15, 2011. Since January 2011, Mr. Wajnert has been a Senior Managing Director of The AltaGroup, LLC, a global consulting organization providing advisory services to the financial services industry. He was self-employed from July 2006 to December 2010 providing advisory services to public and private companies and private equity firms. From January 2002 to June 2006, he was Managing Director of Fairview Advisors, LLC, a merchant bank he co-founded. Mr. Wajnert retired as Chairman of the Board and Chief Executive Officer of AT&T Capital Corporation, a commercial finance and leasing company, where he was employed from November 1984 until December 1997. Mr. Wajnert is currently a member of the boards of directors of Reynolds America, Inc., a holding company for tobacco products companies, Luther Burbank Savings, a privately-held, federally-regulated bank and International Financial Group, a privately held property and casualty insurance company. Mr. Wajnert has also served on the boards of directors of NYFIX, Inc., UDR, Inc. and JLG Industries, Inc. Mr. Wajnert holds a B.S. from the Illinois Institute of Technology and an M.B.A. from Southern Methodist University.

Mr. Wajnert, with his nearly 39 years of operational and executive management experience, including 17 years of service as the chairman and chief executive officer of a national commercial finance and leasing company and the managing director and co-founder of a merchant bank, brings to the Board strong leadership skills and extensive knowledge in the areas of strategy development and execution; corporate finance and credit; management of global operations; financial reporting, accounting and controls; marketing and brand leadership; corporate governance; and executive compensation. In addition, Mr. Wajnerts service on other public and private company boards and committees, and his role in providing advisory services to public and private companies and private equity firms, bring valuable experience and insight to the Board.

, age 64, has been a member of our Board since the completion of our initial public offering on May 16, 2007. Mr. Yarbrough was elected as our Lead Independent Director on October 4, 2008. Mr. Yarbroughs professional experience includes over twenty-four years in public accounting, primarily with Ernst & Young and BDO Seidman, LLP. Since June 2008, Mr. Yarbrough has been a private investor. From February 2007 through its final distributions during June 2008, Mr. Yarbrough served as the chief executive officer of 3Point Capital Partners, a private equity firm. From 1994 through February 2007, Mr. Yarbrough was a principal at CrossHill Financial Group Inc., a company he co-founded, which provided investment banking services and venture debt financing to growth companies. Mr. Yarbrough previously served on the board of directors of DigitalNet Holdings, Inc., as well as several other public companies. Mr. Yarbrough has a B.A. in management sciences from Duke University.

Mr. Yarbrough brings to the Board extensive practical and management experience in public accounting and corporate finance, as well as leadership expertise through his directorship roles in public companies, including service on audit and other board of directors committees.

, age 64, has been a member of our Board since January 8, 2013. Mr. Dattilo is an advisor and consultant to various private investment firms. He served as a Senior Advisor for Cerberus Operations and Advisory Company, LLC, a unit of Cerberus Capital Management, a private investment firm, from 2007 until June 2009. Prior to joining Cerberus, Mr. Dattilo was most recently Chairman, President and Chief Executive Officer of Cooper Tire & Rubber Company, a company that specializes in the design, manufacture and sale of passenger and truck tires. He joined Cooper in 1999 as President and Chief Operating Officer and was Chairman, President and Chief Executive Officer from 2000 until 2006. Prior to joining Cooper, he held senior positions with Dana Corporation, a provider of axles, drive shafts, off-highway transmissions and other vehicle service parts. His last position with Dana was President of its sealing products group. Mr. Dattilo currently serves on the board of directors of Harris Corporation, a publicly-traded international communications and information technology company serving government and commercial markets in more than 125 countries, Hayworth, Inc., a privately-held global designer and manufacturer of office furniture and organic workspaces and the Portfolio Group, a privately-held company that provides and manages extended automobile warranties for automotive dealers. He is past Chairman of the Rubber Manufacturers Association and past Chairman of the Board of Trustees of the Manufacturers Alliance. Mr. Dattilo served as a director of Cooper Tire & Rubber Company and Alberto-Culver Company.

Mr. Dattilos prior service as a senior executive of large, publicly traded companies, including as a former Chairman, President and Chief Executive Officer of Cooper Tire & Rubber Company, a company serving the automotive industry, provides him with extensive knowledge of complex operational, management, financial, strategic and governance issues faced by a large global public

company. This experience brings our Board important knowledge and expertise related to the automotive industry, mergers and acquisitions, international operations, human resources and talent management, accounting and internal controls, and investor relations. His more recent experience as an advisor to private investment firms also provides him with additional experience and knowledge related to strategic planning, capital raising, mergers and acquisitions, and economic analysis. Based on his senior executive experience and his service on other public company boards, Mr. Dattilo also brings to our Board a strong understanding of public company governance and executive compensation.

, age 69, has been a member of our Board since June 4, 2013. He is the co-founder and President of Globe CP GmbH, a private investment firm established in 2000. He possesses extensive European automotive industry experience, primarily through his positions as Member of the Board of Management and Head of World Wide Commercial Vehicles Division of Daimler Chrysler (1996 1999), as well as Deputy Chief Executive Officer and Chief Financial Officer (with responsibility for finance, controlling and marketing) of Audi AG (1989 1992). Dr. Lauk has other extensive senior management experience, including as Chief Financial Officer and Controller of Veba AG (now known as E.On AG) (1992 1996), Chief Executive Officer of Zinser Textil Machinery GmbH (1984 1989) and as a Partner and Vice-President of the German practice of Boston Consulting Group (1978 1984). Dr. Lauk served as a Member of European Parliament (2004 2009), including as a Member of the Economic and Monetary Affairs Committee and Deputy Member of the Foreign and Security Affairs Committee. Dr. Lauk currently serves on the board of directors and audit committee of Magna International Inc., a publicly-traded a diversified automotive supplier, and the board of directors of Forte Media, which develops advanced voice processing technologies. He previously served on the board of directors of Ciber, Inc., a publicly-traded global information technology consulting, services and outsourcing company. He currently serves as a Trustee of the International Institute for Strategic Studies in London and is an honorary professor with a chair for international studies at the prestigious European Business School in Reichartshausen, Germany. Dr. Lauk received a Ph.D. in international politics from the University of Kiel in Germany, as well as an M.B.A. from Stanford University.

Dr. Lauks current service as a member of the board of directors of Magna International Inc. and his prior service as Member of the Board of Management and Head of World Wide Commercial Vehicles Division of Daimler Chrysler and as Deputy Chief Executive Officer and Chief Financial Officer of Audi AG, provides him with extensive knowledge of the automotive industry, including the complex operational, management, financial and strategic issues faced by large original equipment manufacturers (OEMs). We have important business and supplier relationships with most of the worlds largest OEMs, and Dr. Lauks insights can help us strengthen these relationships. Based on his senior executive experience and his service on other public company boards, Dr. Lauk also brings to our Board a strong understanding of public company governance.

, age 65, has been a member of our Board since October 1, 2014. Since February 2014, he has been an independent consultant to various companies. He was the interim Chief Financial Officer at Ciber Inc., a publicly-traded global information technology, consulting, services and outsourcing company, from September 2013 until February 2014. He was Chief Financial Officer of Arista Networks, a cloud networking firm, from September 2012 through July 2013, and Chief Financial Officer of Palo Alto Networks, a network security firm, from April 2010 until February 2012. Prior to that, he was the Executive Vice President and Chief Financial Officer of Sun Microsystems, Inc., a provider of computer systems and professional support services, from February 2006 to January 2010, when Sun Microsystems, Inc. was acquired by Oracle Corporation. From July 2000 until his initial retirement in September 2002, he was Executive Vice President of Sun Microsystems, as well as its Chief Financial Officer from February 1994 to July 2002, and held senior executive positions with Sun Microsystems for more than five years before then. Mr. Lehman is a director of, and chairman of the audit committee of, MGIC Investment Corp., and also serves as a director of, and chairman of both the audit committee and compensation committee of, MapR, an enterprise software company that develops and sells Apache Hadoop-derived software. Mr. Lehman is also the chairman of the audit committee of the University of Wisconsin Foundation. Mr. Lehman has a B.A. in business administration, with a minor in accounting, from the University of Wisconsin-Madison.

Mr. Lehman brings to the Board financial and accounting knowledge gained through his service as chief financial officer of a large, multinational public company, skills in addressing the range of financial issues facing a large company with complex operations, senior executive and operational experience, and leadership skills. Based on his senior executive experience and his service on other public company boards, Mr. Lehman also brings to our Board a strong understanding of public company governance and executive compensation.

Patrick D. Campbell

, age 63, has been a member of our Board since October 1, 2014. He is the retired Senior Vice President and Chief Financial Officer of 3M Company, a position he held from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation, where he served in various finance functions during his 25 years with the company. Mr. Campbell is also a director of Stanley Black & Decker and SPX Flow Corporation.

As the former Senior Vice President and Chief Financial Officer of 3M Company, a globally diversified technology company, Mr. Campbell has expert knowledge in finance and complex global business. In addition to responsibilities for traditional finance functions at 3M, Mr. Campbell was also responsible for Mergers and Acquisitions and Information Technology, and offers significant expertise in each of those areas. Mr. Campbells broad range of experience at General Motors, including his role as Vice President and Chief Financial Officer, General Motors International Operations, gives Mr. Campbell a diverse and international knowledge base.

Corporate Governance Guidelines

Our Corporate Governance Guidelines generally specify, among other things, the responsibilities, expectations and operations of the Board as well as general qualification criteria for directors. Our Corporate Governance Guidelines can be found in the Corporate Governance section of our website at

. You may contact the Secretary at our principal executive offices for a printed copy of this document. The Corporate Governance Guidelines are reviewed by the Nominating and Corporate Governance Committee of our Board (the Nominating and Corporate Governance Committee) and changes are recommended to our Board for approval as appropriate.

Conflict of Interest and Code of Conduct Policy; Code of Ethics for Senior Financial Employees

We have adopted a Conflict of Interest and Code of Conduct Policy that applies to all of our Board members, officers and employees. We have also adopted a code of ethics for our senior financial officers, including our principal financial officer and principal accounting officer. Our Conflict of Interest and Code of Conduct Policy and Code of Ethics for Senior Financial Employees are posted in the Corporate Governance section of our website at

. You may contact the Secretary at our principal executive offices for a printed copy of these documents. The Conflict of Interest and Code of Conduct Policy and the Code of Ethics for Senior Financial Employees are reviewed by our Nominating and Corporate Governance Committee, and changes are recommended to our Board for approval as appropriate. Any amendments or waivers of our Conflict of Interest and Code of Conduct Policy and Code of Ethics for Senior Financial Employees pertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address.

Director Nomination Process

Criteria for Nomination to the Board

The Nominating and Corporate Governance Committee will consider candidates submitted by stockholders in accordance with our bylaws and applicable law, as well as candidates recommended by directors and management, for nomination to our Board. One of the goals of the Nominating and Corporate Governance Committee is to assemble a Board that offers a variety of perspectives, backgrounds, knowledge and skills derived from high-quality business and professional experience. The Nominating and Corporate Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. The Nominating and Corporate Governance Committee has generally identified nominees based upon suggestions by independent directors, management and executive recruiting firms.

Process for Identifying and Evaluating Nominees

The Nominating and Corporate Governance Committee considers candidates by first evaluating the current members of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new perspectives, skills and experience. If the Nominating and Corporate Governance Committee determines that an opening exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy rules of the SEC and the New York Stock Exchange (the NYSE).

The Nominating and Corporate Governance Committee generally will evaluate each candidate based on the extent to which the candidate contributes to the range of talent, skill, experience and expertise appropriate for the Board generally, as well as the candidates integrity, business acumen, understanding of our industry and business, diversity, potential conflicts of interest, availability, independence of thought, and overall ability to represent the interests of our stockholders. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Although the Nominating and Corporate Governance Committee uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. We have from time to time engaged, for a fee, search firms to identify and assist the Nominating and Corporate Governance Committee with identifying, evaluating and screening candidates for our Board and may do so in the future.

In evaluating candidates for election to our Board, the Nominating and Corporate Governance Committee and our Board seek the most qualified individuals based on the criteria and desired qualities described above and consider diversity in the following manner. We believe a diversity of professional backgrounds enhances our Boards performance of its leadership and oversight functions in that directors with a variety of professional experience and expertise will be able to view all of the different elements and aspects of our business from different critical viewpoints and ask questions and make proposals and decisions from a broader range of professional views. Such diversity enables a broader critical review of more aspects of our business which we believe enhances, among other things, the Boards oversight of our risk management processes.

Information Regarding our Audit Committee

The Audit Committee of our Board (the Audit Committee) is comprised of Messrs. Kingsbury (Chairman) and Lehman and Dr. Lauk. Our Board has determined that Messrs. Kingsbury and Lehman and Dr. Lauk are independent directors according to the rules and regulations of the SEC and the NYSE. Each member of the Audit Committee has the ability to read and understand fundamental financial statements. Our Board has determined that each of Messrs. Kingsbury and Lehman and Dr. Lauk qualify as an Audit Committee financial expert as such term is defined in Item 407(d) of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our executive officers, directors and greater than 10% owners file reports of ownership and changes of ownership of Common Stock with the SEC and the NYSE. Based solely on our review of the copies of such reports received by us, or written representations from certain reporting persons, we believe that for fiscal 2015 all reporting persons complied with Section 16(a) filing requirements.

Item 11. Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis discusses the fiscal 2015 compensation for our named executive officers (the NEOs), who are identified in the Summary Compensation Table beginning on page 18 of this annual report. The purpose of this discussion is to provide and describe the context, policies and objectives underlying compensation for our NEOs, as detailed in the tables and narratives following this section.

Our NEOs during fiscal 2015 were:

Chairman of the Board, Chief Executive Officer (CEO) and President. Mr. Aquila founded Solera in 2005.

Chief Financial Officer (CFO), Treasurer and Assistant Secretary. In addition to his role as CFO, Mr. Giger is the Regional Managing Director for Germany, Italy and Austria. Mr. Giger has been employed by Solera and its predecessor companies for more than twenty years.

Senior Vice President, General Counsel and Secretary. Mr. Brady also serves as our Head of Corporate Development. Mr. Brady joined the Company in 2008.

Abilio Gonzalez was our Senior Vice President, Global Human Resources, until September 2014. In fiscal 2015, we paid Mr. Gonzalez his pro rata base salary, which base salary was established by the Compensation Committee for fiscal 2014 and was not changed for fiscal 2015. The balance of Mr. Gonzalezs executive compensation set forth in the Summary Compensation Table was paid to him pursuant to the executive employment agreement between Mr. Gonzalez and us, dated September 7, 2012, in connection with the conclusion of his employment.

Executive Summary

Fiscal 2015 Results

Our financial, operating and strategic results in fiscal 2015 improved upon our fiscal 2014 results, as evidenced by the following:

On a constant currency

basis, we grew revenue approximately 22.6% versus fiscal 2014 revenue.

On a constant currency basis, we increased Adjusted EBITDA by 19.4% over comparable fiscal 2014 results.

We measure constant currency, or the effects on our results that are attributable to changes in foreign currency exchange rates, by measuring the incremental difference between translating the fiscal 2014 and the fiscal 2015 results at the monthly average rates for the same period from the prior fiscal year.

We continued the execution of our disciplined acquisition and integration strategy to strengthen and expand our product and service offerings through the application of our leverage, diversify and disrupt acquisition principles. In fiscal 2015, we executed the following acquisitions:

Acquired Company/Assets

Business Description

Acquisition Category

Claims related business of the Sherwood Group

A leading provider of innovative exchanges, settlement platforms, and data analytics focused on the insurance industry in the United Kingdom, including car rental billing services and pet insurance claims


Insurance & Services Division of Pittsburgh Glass Works, LLC

A leading provider of software and business management tools, third-party claims administration, first notice of loss and network management services to the U.S. auto and property repair industries, specializing in glass claims


CAP Automotive

A leading provider of real-time, high-accuracy valuations and specifications for new and used vehicles in the United Kingdom

IBS Automotive, s.r.o

A leading provider of vehicle valuation data in the Czech Republic and Slovakia

Service Dynamics, Inc

A U.S. provider of service appointment scheduling, service work flow automation, service operations and internal and external communication solutions for franchised automotive dealerships

CIMA Systems, Inc.

A U.S. provider of customer marketing solutions for franchised automotive dealerships

DMEa automotive, LLC

A leading provider of data driven customer retention and marketing solutions for the U.S. retail automotive and aftermarket repair industry

Subsequent to the end of fiscal 2015, but prior to the date of this annual report, we executed the following acquisitions:

Service Repair Solutions, Inc. (Identifix)

A leading provider in the U.S. service, maintenance and repair market with proprietary databases and workflow solutions, marketed as Identifix

Autodata B.V.

A leading provider of vehicle valuation, inventory management and workflow software for automotive dealers and leasing companies in the Netherlands

We also provided our stockholders with a 15.4% increase in the annualized dividend in fiscal 2015 versus our annualized dividend paid in fiscal 2014.

2014 Say-On-Pay/Shareholder Feedback

Each year, we carefully consider the results of our stockholder say-on-pay vote from the preceding year. In 2014, approximately 51% of the votes cast supported our executive compensation decisions. We interpreted the results of our 2014 vote as a signal to continue our ongoing dialogue with stockholders to help us understand perspectives on compensation and share our rationale and approach to compensating our NEOs. The Compensation Committees fiscal 2015 compensation decisions centered on motivating

Acquisition of substantially all operating assets.

Acquisition of the remaining 50% interests in Identifix.

Mr. Aquila, as well as Mr. Giger and Mr. Brady (together, the Other NEOs) to stay focused on the long-term transformation of Solera and the achievement of Mission 2020 the Companys goal of achieving $2 billion in revenue and $840 million in Adjusted EBITDA by June 30, 2020 (Mission 2020) in the face of dislocation between the Companys operational performance achievements and the value of the Companys stock.

2015 Executive Compensation Summary

The table below sets forth the fiscal 2015 cash compensation for each NEO:

Cash Compensation Component

Base Salary




Annual Business Incentive Plan (ABIP) Payment (1)




Special Cash Award (2)


The target ABIP bonus for each NEO (expressed as a percentage of each NEOs base salary) is: 105.556% for Mr. Aquila; 80% for Mr. Giger; and 80% for Mr. Brady. After evaluating each NEOs individual performance achievements in fiscal 2015, the Compensation Committee approved a maximum ABIP discretionary multiplier of 2.0 for each of Messrs. Aquila and Brady and an ABIP discretionary multiplier of 1.0 for Mr. Giger.

The Compensation Committee approved a special cash award for Mr. Aquila of (i) $2.6 million in November 2014 to recognize his outstanding performance during fiscal 2013 and fiscal 2014 and (ii) $10.0 million in August 2015 to recognize his outstanding performance during fiscal 2015.

The table below sets forth the fiscal 2015 equity compensation for each NEO:

Equity Compensation Component

(Grant Date Target Value of Awards)

Special RSU Award (1)


Other NEO Awards PSUs (2)



Other NEO Awards RSUs (2)



Other NEO Awards Stock Options (2)

The Compensation Committee approved the special RSU award for Mr. Aquila in March 2015 to reward his contributions to the Companys innovations and to incentivize the retention of his services through at least March 2018.

The Other NEO Awards (as defined herein), approved by the Compensation Committee in October 2014, represent the balance of long-term equity awards for Messrs. Giger and Brady associated with the achievement of the first phase (fiscal 2013 through fiscal 2017) of Mission 2020. The Compensation Committee approved initial portion of the Mission 2020 long-term equity awards for Messrs. Giger and Brady in March 2013 in the form of non-qualified stock options, 70% of which vest on a performance-based schedule and 30% of which vest on a time-based schedule (the Mission 2020 Awards).

Assessing Our Program and Applying Good Governance

Factors such as industry market practices and investor expectations provide important context and serve a critical role in influencing pay decisions but ultimately, our business strategy and leadership objectives drive our compensation program. Our process enables us to assess both the quality of performance and leadership demonstrated by the NEOs as well as performance based on formulaic results.

Effectively managing business risks is also essential to achieving sustainable improvement in corporate value. Our executive compensation program includes the following features that promote effective compensation governance and alignment with stockholders:

The significant majority of total compensation is directly tied to equity and depends on the achievement of rigorous financial and strategic performance hurdles;

Our executive employment agreements are double trigger with respect to severance benefits and long term incentive award vesting upon a change in control;

We do not provide excise tax gross-ups in the event of change in control;

We do not provide supplemental pensions or extraordinary perquisites;

We have mandatory stock ownership guidelines, including a 6.0x salary guideline for the CEO.

Our NEOs are subject to a clawback policy; and

Our Compensation Committee engages its own independent compensation consultant.

What Guides Our Program

The Compensation Committee, which is comprised solely of independent directors, establishes our compensation philosophy and is responsible for designing and evaluating our compensation programs for directors and senior executive officers, including the CEO, making recommendations to the Board and management regarding those programs, awarding incentive compensation to senior executive officers and administering other compensation programs as authorized by the Board. The Compensation Committee alone determines the salary and overall compensation of our CEO. When establishing the compensation of the Other NEOs, the Compensation Committee receives an evaluation of their performance along with compensation recommendations from the CEO, makes any appropriate adjustments, and approves their compensation.

Our Compensation Philosophy and Strategy

The Compensation Committee considers the following objectives and principles in its pay decisions:

Align the interests of our stockholders and NEOs by using a mix of compensation elements that support our missions and encourage achievement of our business goals, support short-term initiatives and drive long-term success;

Subject meaningful amounts of compensation to our stock price to ensure that the amount of compensation actually realized by NEOs rises or falls as our stockholders return rises or falls;

Provide compensation that is sufficiently competitive with companies with which we compete for executive talent to attract and retain high-quality executive officers;

Motivate NEOs to deliver results at or above our short- and long-term plan targets;

Pay appropriately for each NEOs role, responsibilities, competencies and achievements, as well as for overall corporate results;

Link a significant portion of a NEOs compensation to objective measures of corporate performance and individual or team development and achievement; and

Reinforce a culture of accountability and excellence.

Principal Elements of Compensation

Our compensation philosophy and strategy are supported by the following compensation elements:


Base salary


To attract and retain executive talent and provide a fixed amount of compensation for their services during the year

Base salary generally reflects any NEOs relative experience in his role and our expectations for their respective contributions to the growth of our Company. We consider their experience, skills, knowledge, past performance and responsibilities. Other factors considered include the complexity and scope of the NEOs expanded role, ability to replace the NEO, the base salary at the NEOs prior employer and market data on similar positions provided by our compensation consultant.

Annual cash incentives


To provide an incentive to achieve annual corporate financial goals (revenue and Adjusted EBITDA), as well as individual objectives

Continuous execution against financial goals and individual objectives will result in creation of sustained stockholder value over time. The amount of the bonus is based upon both the satisfaction of certain pre-established financial criteria and achievement of individual objectives.

Long-term incentives

To incentivize our NEOs to continue their significant contributions to both increasing the profitability and value of the Company over the long term

We use awards of stock options, performance share units and restricted stock units as the principal method of providing long-term incentive compensation under our 2008 Omnibus Incentive Plan (the 2008 Plan).

We also provide post-termination benefits, including severance and retirement benefits, and limited additional executive benefits such as an annual perquisite allowance to our NEOs.

The Role of the Independent Consultant

The Compensation Committee has the authority to retain the services of outside advisors, experts and compensation and benefits consultants to provide input and advice in compensation matters. We select consultants on the basis of their ability to advise us on prevailing market trends and emerging best practices for executive pay program design, as well as to ensure our program is linked to our specific business strategy and aligns compensation outcomes with our performance. For fiscal 2015, the Compensation Committee utilized the services of Pearl Meyer & Partners (PM&P) as its independent compensation consulting firm. PM&P provided the Compensation Committee with advice on executive and general compensation matters, which included:

Development of the fiscal 2015 peer group;

Competitive benchmarking of executive and Board compensation;

Review of emerging market trends relating to compensation governance and incentive program design; and

The design and value of:

the CEOs special cash awards;

the CEOs special RSU award; and

the Other NEO Awards.

The Compensation Committee is solely responsible for the engagement of its independent compensation consultant. Without the prior consent of the Compensation Committee, PM&P will not provide any services for our management or any other services for our directors. Representatives from PM&P meet informally with the Compensation Committee Chairman and formally with the Compensation Committee during the Compensation Committees regular meetings, including from time to time in executive sessions without any members of management present.

The Role of Management

In carrying out its role of establishing our executive compensation philosophy and strategy and approving our compensation programs, the Compensation Committee solicits input and advice from several of our executive officers. As mentioned above, our CEO provides the Compensation Committee with feedback on the performance of the Other NEOs and makes compensation recommendations for the Other NEOs to the Compensation Committee for their approval. Our CEO and General Counsel frequently attend Compensation Committee meetings to provide their perspectives on competition in the industry, the needs of the business, information regarding our performance, and other information specific to their areas of responsibility. In addition, at the Compensation Committees direction, PM&P works with our members of management to obtain information necessary to make their own recommendations as well as to evaluate managements recommendations.


The Compensation Committee regularly assesses the competitiveness of executive compensation for each of our NEOs, which includes looking at the base salaries, annual incentives, total cash compensation, long-term incentives and total direct compensation (total cash compensation and long-term incentives) relative to a peer group of 21 companies, listed below, and from general industry surveys. The companies were chosen in June 2014 by the Compensation Committee, in consultation with PM&P, because of their similarities to us in terms of industry, size, product and service offerings or end markets served, and overlap with certain analyses performed by external stockholder advisory firms. They also are companies with which we compete or may compete for executive talent and that would...