Liberty Global PLC (LBTYA) filed a Form 8K - Changes in Company
Executive Management - with the U.S Securities and Exchange
Commission on March 19, 2015.
(e) Compensatory Arrangements of Certain Officers
2015 Performance Awards. Pursuant to the Liberty Global 2015
Incentive Plan (the "Incentive Plan"), on March 19, 2015, the
Compensation Committee (the "Committee") of Liberty Global plc's
Board of Directors approved performance goals for the fiscal year
ending December 31, 2015, for annual cash performance awards to its
executive officers (the "2015 Performance Awards"). In the
following text, the terms "we", "our", "our company" and "us"
refers to Liberty Global plc.
With respect to our Chief Executive Officer and the four other
named executive officers of our company, who we currently
anticipate will be among our five most highly compensated executive
officers for fiscal 2015 (the "2015 NEOs"), a base objective
relating to growth in either consolidated revenue or consolidated
operating free cash flow (operating cash flow less property and
equipment additions) relative to budgeted growth has been designed
so that the payment of 2015 Performance Awards to the 2015 NEOs
will qualify as performance-based compensation under Section 162(m)
of the Internal Revenue Code of 1986, as amended ("Section 162m").
If the 2015 base objective is achieved, the Committee may approve
payment to each of the 2015 NEOs of his maximum 2015 Performance
Award, subject to the Committee's discretion to reduce the amount
of the award to be paid to any 2015 NEO or to pay no award to such
2015 NEO. The exercise of the Committee's discretion as to the
amount of the 2015 Performance Award payable to any 2015 NEO will
be based on the Committee's assessment of our company's
consolidated financial performance and the executive's performance
against individual goals in 2015. The maximum 2015 Performance
Award is $8.5 million for our Chief Executive Officer, Michael T.
Fries, and $2.5 million for each of the other 2015 NEOs. These same
terms will also apply to other officers granted 2015 Performance
Awards.
The individual goals for the 2015 NEOs and our other officers
consist of qualitative measures, which include individual
strategic, financial, transactional, organizational and/or
operational goals for each officer.
2015 PSU Awards. As previously reported, the approach that the
Committee has adopted to the equity incentive award component of
our executive officers' compensation packages is to set a target
annual equity value for each executive, of which approximately
two-thirds would be delivered in the form of an annual award of
performance-based restricted share units ("PSUs") and approximately
one-third in the form of an annual award of share appreciation
rights ("SARs"). A similar approach is applied to the equity
incentive compensation for other key employees.
Each year's award of PSUs has a two-year performance period. The
percentage of the PSU award earned during the relevant performance
period is subject to vesting in two equal installments on March 31
and September 30 of the year following the end of the performance
period. Each year's award of SARs is made at the same time as
awards are made under our annual equity grant program for employees
and on terms consistent with our standard form of SARs award
agreement.
Also on March 19, 2015, the Committee approved the target annual
equity values for 2015 (which are unchange3d from 2014) and granted
an aggregate of 645,030 PSUs (the "2015 PSUs") pursuant to the
Incentive Plan for our executive officers, including our NEOs. The
2015 PSUs will be divided with one-third as Class A PSUs and
two-thirds as Class C PSUs. Each 2015 PSU represents the right to
receive one Class A ordinary share or Class C ordinary share, as
applicable, subject to performance and vesting. The final
determination of the 2015 PSU awards for the other key employees
has not yet been made.
The new target annual equity values and the grants of the 2015
PSUs for our 2015 NEOs are set forth in the table below:
Two-thirds of Target Annual Equity Value in the Form of:
Name and Position Target Annual Equity Value Class A 2015 PSU
Grant Class C 2015 PSU Grant
Michael T. Fries; President, Chief Executive Officer $15,000,000
65,152 130,304
Charles H.R. Bracken; Executive Vice President & Co-Chief
Financial Officer (Principal Financial Officer) $5,000,000 21,718
43,436
Bernard G. Dvorak; Executive Vice President & Co-Chief
Financial Officer (Principal Accounting Officer) $5,000,000 21,718
43,436
Diederik Karsten; Executive Vice President, European Broadband
Operations $5,000,000 21,718 43,436
Balan Nair; Executive Vice President & Chief Technology
Officer $5,000,000 21,718 43,436
The performance period for the 2015 PSUs ends on December 31,
2016. As the performance measure, the Committee selected growth in
consolidated operating cash flow (revenue less operating, selling,
general and administrative expenses, excluding depreciation and
amortization, stock-based compensation, provisions and provision
releases related to significant litigation for litigation, and
impairment, restructuring and other operating items), as adjusted
for events such as acquisitions, dispositions and changes in
foreign currency exchange rates and accounting principles or
policies that affect comparability. In choosing operating cash flow
as the performance measure for the 2015 PSUs, the Committee
determined to use a measure of performance that was different from
those selected for the 2015 Performance Awards (i.e., revenue and
operating free cash flow) in order to ensure that the management
team would be focused on maximizing performance against a variety
of key financial metrics during the performance period. The target
compound annual growth rate in consolidated operating cash flow
("OCF CAGR") selected by the Committee was based upon a comparison
of our 2014 actual results to those reflected in our long-range
plan for 2016. The target OCF CAGR is subject to upward or downward
adjustment for certain events in accordance with the terms of the
grant agreement. A performance range of 50% to 125% of the target
OCF CAGR would generally result in award recipients earning 50% to
150% of their target 2015 PSUs, subject to reduction or forfeiture
based on individual performance. One-half of the earned 2015 PSUs
will vest on March 31, 2017 and the balance on September 30, 2017.
The Committee also established a minimum OCF CAGR base performance
objective, subject to certain limited adjustments, which must be
satisfied in order for named executive officers to be eligible to
earn any of their 2015 PSUs. The base performance objective was
designed so that the awards would qualify as performance-based
compensation under Section 162m. If the base performance objective
is achieved, our named executive officers will be eligible to earn
150% of their 2015 PSUs, subject to the committee's discretion to
reduce the size of the award earned, including to zero, to align
with our company's and the individual's performance.
The 2015 PSUs are subject to forfeiture or acceleration in
connection with certain termination of employment or
change-in-control events consistent with the terms of the PSUs
granted in 2014. The 2015 PSUs will convert to time-vested
restricted share units following certain change-in-control
events.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058515000056/a8-k3x24x15perfawards.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058515000056/0001570585-15-000056-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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