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ITEM 11.
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EXECUTIVE COMPENSATION
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THE COMPENSATION COMMITTEE REPORT
We have reviewed and discussed the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K with management, and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Form 10-K/A.
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The Compensation Committee
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George M. Philip (Chair)
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Susan S. Harnett
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Roxanne J. Coady
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Peter B. Robinson
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Compensation Committee Interlocks and Insider Participation
The Compensation Committee is currently comprised of Mr. Philip (Chair), Ms. Coady, Ms. Harnett and Mr. Robinson. No member of the Compensation Committee is or has been an officer or employee of the Company. In addition, none of our executive officers serve as a member of the board of directors or compensation committee of any outside company that has an executive officer serving as a member of our Board.
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis ("CD&A") summarizes the objectives and elements of our executive compensation program for our Named Executive Officers whose compensation is detailed in the Summary Compensation Table and other compensation tables contained in this proxy statement. Our Named Executive Officers are our President and Chief Executive Officer, our Chief Financial Officer and our three most highly compensated officers (other than our President and Chief Executive Officer and Chief Financial Officer) at the end of 2015.
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Gary M. Crosby, President and Chief Executive Officer
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Gregory W. Norwood, Chief Financial Officer
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•
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Richard M. Barry, Chief Risk Officer
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•
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Mark R. Rendulic, EVP Consumer Financial Services
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•
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Joseph V. Saffire, EVP Commercial Financial Services
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COMPENSATION PHILOSOPHY AND OBJECTIVES
The philosophy underlying our executive compensation program is to provide a competitive, performance-based and risk appropriate compensation package that enables us to attract, motivate and retain the caliber of executive officers essential to deliver high performance to our stockholders, customers and the communities in which we operate.
The following objectives support our executive compensation program:
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Pay for Performance:
A sizable portion of compensation should be variable, dependent and directly linked to financial, individual and peer group performance
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Managing Risk:
Balance a desire for superior performance with safeguards so that compensation programs do not result in excessive risk taking that can threaten long-term value and stability
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Competitiveness:
Total compensation should be competitive to attract, retain and motivate our Named Executive Officers to maximize our performance
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Stockholder Alignment
: The interests of our Named Executive Officers should be aligned with the long-term interests of our stockholders through stock-based compensation and performance metrics that drive stockholder value
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Balance:
Fixed and variable compensation should be appropriately weighted with a focus on providing rewards commensurate with the achievement of short-term and long-term financial, operational and strategic goals and individual performance
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SAY ON PAY
Following our Annual Meeting of Stockholders in April 2015, we reviewed the results of the stockholder advisory vote on executive compensation with respect to 2014 compensation actions and decisions for our Named Executive Officers. Approximately 89 percent (88.8%) of the votes cast on the proposal were voted in support of the compensation outlined in last year
'
s proxy statement. After a comprehensive market review, and in light of strong stockholder support, we concluded that no changes were required.
HOW WE MAKE COMPENSATION DECISIONS
The Role of the Compensation Committee
The Compensation Committee determines the compensation for our senior executives, including our CEO and our other Named Executive Officers; evaluates senior executive and director compensation plans and programs; designs (amends or terminates, as appropriate) benefit plans for senior executives and employees; and oversees preparation of a report on executive compensation for inclusion in our annual proxy statement. Three or more members of the Board serve on the Committee, each of whom is independent under applicable NASDAQ standards, a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and an “outside director” as defined in Section 162(m) of the Internal Revenue Code. The Chair of the Committee reports on Committee actions at meetings of the Board.
The Committee's duties include:
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Formulating the compensation recommendations for our CEO and reviewing and approving all compensation recommendations from our CEO for our senior executives, including our other Named Executives Officers
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Reviewing the goals and objectives relevant to the compensation of our CEO and facilitating the annual CEO performance review process in light of these goals and objectives, with input from the Board
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Approving all compensation components provided to our CEO and reporting key actions to the Board
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Reviewing and approving all compensation components provided to senior executives including our other Named Executive Officers, taking into account the recommendation of our CEO, and reporting key actions to the Board
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Reviewing and approving all equity-based plans
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Reviewing and recommending CEO, senior executive and director stock ownership guidelines for Board approval and monitor attainment of such guidelines
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The Committee is supported in its work by our Managing Director of Human Resources and Corporate Communications, our Executive Compensation Team and an independent executive compensation consultant, as described below. The Compensation Committee Charter can be found on our website at
www.firstniagara.com
.
The Role of Management
Although the Committee is ultimately responsible for our Named Executive Officers
'
compensation decisions, input from management is critical to ensuring that the Committee and its advisors have the data needed to make informed decisions. The following summarizes the role of management in helping the Committee discharge its responsibilities:
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Our CEO and the Managing Director of Human Resources and Corporate Communications recommend potential incentive performance metrics and their respective weightings and definitions
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The Committee approves the final metrics and weighting used for executive short-term and long-term performance awards
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Our CEO provides an annual self-assessment of his performance to the Chairman of the Board who facilitates Board input and review at the end of each year
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Our CEO discusses our other Named Executive Officers
'
performance summaries and makes recommendations relating to their compensation to the Committee for its review and approval
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None of our Named Executive Officers has a role in determining his own compensation.
The Role of the Independent Compensation Consultant
The Committee engages Frederic W. Cook
& Co., Inc. (
“
FWC
”
), a nationally recognized consulting firm specializing in executive and director compensation, as its independent compensation consultant. FWC provides no services to us other than consulting services provided to assist the Committee in fulfilling its responsibilities. FWC regularly attends Committee meetings in person and in 2015 advised the Committee on key decisions and performed the specific services outlined below:
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Provided a presentation on executive compensation trends and external developments
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Provided an annual competitive evaluation of total compensation for our Named Executive Officers, as well as overall equity compensation program share usage, dilution and fair value expense
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Reviewed Committee agendas and supporting materials in advance of each meeting, and raised questions and issues with management and the Chair of the Committee as appropriate
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Provided input on the CD&A and related compensation tables for the 2015 proxy statement
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Reviewed the 2015 compensation peer group and recommended changes to the 2016 compensation peer group
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Provided input on the 2015 Executive Short-Term Incentive Plan and Long-Term Incentive Program
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The Committee received a letter from FWC regarding its independence under the six factors to be considered for such purpose under NASDAQ rules, assessed the independence of FWC pursuant to such rules and approved continued use of FWC by the Committee.
Compensation Peer Group Development
We annually review the compensation practices of a select group of our peers. The data derived from the compensation peer group is used as a reference point for evaluation of our executive compensation program, practices and overall competitiveness of the compensation provided to our Named Executive Officers. While this data is used as a reference for setting our pay guidelines, actual compensation earned will vary based on a combination of financial and individual performance in the short-term as well as over multiple years.
As an external market check, we compare the compensation of our Named Executive Officers' pay with compensation at similar positions at our established peer group or in published compensation surveys. We do not target any particular percentile when making compensation decisions.
The 2015 compensation peer group, which was unchanged from 2014, was based on the criteria outlined below:
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Company size and industry (one-half to two and one-half times total asset size)
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Statistical reliability (between 12 to 20 companies)
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Executive talent sources (companies that we compete with for talent)
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Competition for investor capital (companies that stockholders may consider as alternative investment opportunities)
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Our compensation peer group for 2015 compensation planning and analysis consisted of 14 regional banks from across the U.S., ranging from approximately $25.7 billion in total assets to $96.7 billion in total assets, with a median total asset size of $36.3 billion.
2015 Compensation Peer Group
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Company
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Total Assets in millions
(1)
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Associated Banc-Corp
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$26,822
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BOK Financial
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$29,090
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City National
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$32,610
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Comerica First
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$69,190
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Citizens Bancshares
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$30,075
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First Horizon National
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$25,673
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Hudson City Bancorp
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$36,569
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Huntington Bancshares
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$66,298
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Keycorp
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$93,821
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M&T Bank
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$96,686
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New York Community Bancorp
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$48,559
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People's United Financial
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$35,997
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Synovus Financial
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$27,051
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Zions Bancorp
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$57,209
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75th Percentile
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$64,026
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Median
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$36,283
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25th Percentile
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$29,336
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First Niagara Financial Group
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$38,551
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Percent Rank
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55%
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(1)
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As of December 31, 2014.
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In July 2015, we conducted our annual review of our peer group using the criteria outlined above. Based on this review, City National and Hudson City Bancorp were removed due to their pending acquisitions, and First Republic Bank, FirstMerit Corp, SVB Financial Group and Webster Financial Corp were added.
After these removals and additions in July 2015, our compensation peer group consists of 16 regional banks from across the U.S., ranging from approximately $22.5 billion in total assets to $96.7 billion in total assets, with a median total asset size of $37.7 billion, which is consistent with our total asset size.
2016 Compensation Peer Group
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Company
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Total Assets in millions (1)
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Associated Banc-Corp
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$26,822
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BOK Financial
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$29,090
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Comerica
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$69,190
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First Citizens Bancshares
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$30,075
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First Horizon National
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$25,673
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First Republic Bank
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$48,353
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FirstMerit Corp
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$24,902
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Huntington Bancshares
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$66,298
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Keycorp
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$93,821
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M&T Bank
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$96,686
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New York Community Bancorp
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$48,559
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People's United Financial
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$35,997
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SVB Financial Group
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$39,345
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Synovus Financial
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$27,051
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Webster Financial Corp
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$22,533
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Zions Bancorp
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$57,209
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75th Percentile
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$59,481
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Median
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$37,671
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25th Percentile
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$26,994
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First Niagara Financial Group
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$38,551
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Percent Rank
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52%
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(1)
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As of December 31, 2014.
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OVERVIEW OF COMPENSATION PROGRAM
A summary of the principal components of our Named Executive Officers' executive compensation program and the purpose of each component are presented in the following table:
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Component
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Key Characteristics
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Link to Philosophy
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Key Actions 2015
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Base Salary
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Fixed; reviewed annually
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To provide a competitive rate of pay based on level of performance, contribution and experience
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No base salary increases
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Short-Term Incentive Award
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Variable; based on our financial performance and individual performance
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To focus Named Executive Officers on profitable earnings, business fundamentals and individual contributions
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Approved 2015 financial performance factor of 97.78% and individual performance factor of 175%; actual payouts were 120.95% of target awards for all Named Executive Officers
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Long-Term Incentive Award
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Variable; based on our financial performance
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To align interests of our Named Executive Officers with stockholders and reward achievement of long-term performance goals
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Eliminated stock options and increased the performance-based equity component from 25% to 50%
2013 performance-based awards assessed at target payout (100%) due to 2013-2015 total shareholder return at the 50th percentile of the peer group
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Health Benefits
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Fixed; Named Executive Officers participate in the same health plans as other employees
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To provide competitive levels of benefits that promote health and wellness
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No changes
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Retirement Plan
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Fixed; Named Executive Officers participate in the same retirement plans as other employees
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To provide competitive levels of benefits that promote financial security
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Perquisites
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Fixed; limited to auto allowances, club fees, relocation and commuting expenses. Gross-ups are not provided on perquisites
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To provide us with a business-related benefit, and to assist in attracting and retaining executive officers
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No changes
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Post Employment Compensation
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Fixed; benefits provided under Executive Severance Plan and Change in Control Severance Plan
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To provide temporary levels of income following qualifying termination of employment, and in the case of a change in control, to provide management continuity
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Implemented a Change in Control Severance Plan and terminated individual agreements effective January 1, 2015
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DETAIL OF DIRECT COMPENSATION PROGRAMS AND 2015 DECISIONS REGARDING COMPENSATION
Base Salary Program
Base salary is the primary fixed component of our executive compensation program provided to our Named Executive Officers, and is determined by considering the relative importance of the position, an external market check, and the individual
'
s performance and contributions. We annually review base salaries.
2015
Base Salary Decisions
Based on financial performance, the overall performance of each Named Executive Officer and an external market check, we provided no base salary increases to our Named Executive Officers during 2015.
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Base Salary
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Gary M. Crosby
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Gregory W. Norwood
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Richard M. Barry
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Mark R. Rendulic
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Joseph V. Saffire
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2014 Base salary
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$975,000
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$543,250
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$468,000
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$431,600
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$500,000
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2015 Base salary
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$975,000
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$543,250
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$468,000
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$431,600
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$500,000
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% change
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0%
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0%
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0%
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0%
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0%
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Short-Term Incentive Program
Our Named Executive Officers participate in a short-term incentive program. The Executive Annual Incentive Plan and its annual performance goal of positive net operating income and maximum permitted award were approved by our stockholders at the 2012 Annual Meeting. The annual incentive under the plan may not exceed 2% of net operating income for our Chief Executive Officer and 1% of net operating income for each of our other Named Executive Officers (excluding our Chief Financial Officer). We have the discretion to reduce the actual incentive award payable to our Named Executive Officers using such factors as we deem appropriate. The formula below was established under the 2015 Executive Short-Term Incentive Plan and is the primary formula used in exercising our negative discretion under the Executive Short-Term Incentive Plan:
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Base Salary
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x
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Target % of Base Salary
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x
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Financial Performance Measures (70%)
+
Individual Performance Measures (30%)
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=
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Actual Short-Term Incentives
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Under the terms of our Executive Annual Incentive Plan, we may provide that our evaluation of financial performance may include or exclude any of the following events that occur during the performance period:
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Litigation or claim judgments or settlements
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The effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results
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Any reorganization or restructuring programs
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Extraordinary, unusual and/or nonrecurring items of gain or loss
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Acquisitions or divestitures
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Foreign exchange gains and losses
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The 2015 Executive Short-Term Incentive Plan specifically provided that we could include or exclude these events in determining financial performance results for the 2015 performance period.
2015 Short-Term Incentive Target Decisions
Each Named Executive Officer has a target short-term cash incentive opportunity defined as a percentage of base salary. Incentive targets are designed to provide a competitive cash compensation opportunity generally aligned with our compensation peer group. As financial performance and individual performance exceed or fall short of the established goals, the actual amount of the incentive paid will exceed or fall short of the target. We review and approve annually the targets for each Named Executive Officer.
We did not increase any of our Named Executive Officers’ short-term incentive targets during 2015. The 2014 and 2015 target short-term incentives as a percentage of base salary for Mr. Crosby and our other Named Executive Officers were as follows:
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Short-Term Incentive
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Gary M. Crosby
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Gregory W. Norwood
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Richard M. Barry
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Mark R. Rendulic
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Joseph V. Saffire
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2014 Target
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100%
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80%
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75%
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70%
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80%
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2015 Target
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100%
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80%
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75%
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70%
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80%
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% change
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0%
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0%
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0%
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0%
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0%
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Payout Curves
Actual short-term incentive awards could range from 50% of target for achieving threshold expectations, 100% of target for achieving the target level and up to 200% of target for meeting or exceeding stretch goals, which represent superior performance. We do not pay short-term incentive awards for performance below threshold expectations. We use a linear interpolation of payout percentages for results achieved between threshold and target and between target and stretch.
Weightings and Plan Measures
We select plan measures to provide incentive to our Named Executive Officers to drive profitability, operational excellence and the achievement of individual performance measures. We reviewed the weightings and plan measures associated with the short-term incentive and determined that our 2015 measures would continue to be weighted 70% financial performance and 30% individual performance. We selected these financial measures to focus our Named Executive Officers on increasing operating earnings per share, accelerating fee income growth, managing expenses and maintaining strong credit quality. Our financial performance measures for 2015 are outlined in the section titled
"Financial Performance Results"
below. We selected individual performance measures for our Named Executive Officers to focus on their achievements in leadership and customer centricity, business fundamentals, our strategic investment plan and risk management.
In light of us subsequently entering into a merger agreement with KeyCorp in 2015, the objectives for the individual performance of our Named Executive Officers for 2015 changed significantly and became aligned with assisting towards the completion of the merger with KeyCorp
.
For additional details, see the section titled
“Individual Performance Results”
below.
Financial Performance Results
In
2016
, we reviewed our financial performance and our Named Executive Officers' individual performance for
2015
against the established performance measures. We approved an overall financial performance factor of
97.78%
based on the following financial performance and year-end results:
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Financial Performance Measures
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Weight
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Threshold
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Target
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Stretch
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Actual Results
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Final Performance Results
(5)
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Operating Earnings per Share
(1)
Achieve Plan Core Operating EPS vs. Plan
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50%
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$0.56
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$0.61
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$0.72
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$0.61
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50.00%
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Fee Income
(2)
Non-interest Income ($) vs. Plan
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20%
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$329.8
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$347.2
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$364.6
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$346.1
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19.37%
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Operational Excellence
(3)
Non-interest Expenses ($) vs. Plan
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20%
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$979.1
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$932.5
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$885.9
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$939.9
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18.41%
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Credit Quality
(4)
Net Charge Offs to Average Total Loans vs. Plan
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10%
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0.32%
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0.29%
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0.26%
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0.29%
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10.00%
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Financial Performance Results:
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97.78%
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(1)
Operating earnings per share is a non-GAAP financial measure. For a reconciliation of operating earnings per share to earnings per share and our rationale for using this measure, see Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading "Financial Overview" of our Annual Report on Form 10-K filing for the year ended December 31,
2015
.
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(2)
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Non-interest Income as presented in the Consolidated Statement of Operations in our Annual Report on Form 10-K filing for the year ended December 31,
2015
. Fee income metric is adjusted to exclude the impact of Historic Tax Credit (HTC) amortization incurred in
2015
.
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(3)
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Non-interest Expenses as presented in the Consolidated Statement of Operations in our Annual Report on Form 10-K filing for the year ended December 31,
2015
. Expense metric excludes commissions that are directly tied to production volumes and revenues. The expense metric also excluded other charges. In
2015
, these excluded charges were comprised of restructuring charges of $20.9 million and merger and acquisition integration expenses of $13.2 million.
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(4)
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Computed as a ratio of charge-offs, net of recoveries to the average balance of our total loans.
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(5)
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The numbers in this column have been rounded to two decimal places.
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Individual Performance Results
In 2016, we reviewed the individual performance results of our Named Executive Officers. The individual performance assessment was performed by our Board of Directors with respect to the Chief Executive Officer and by the Chief Executive Officer with respect to the other Named Executive Officers.
The established individual performance objectives for 2015 included leadership and customer centricity, business fundamentals, strategic investment plan and risk management. However, in light of our entering into a merger agreement with KeyCorp in 2015, the objectives and focus for the individual performance of our Named Executive Officers for 2015 changed significantly, and became aligned with ensuring a successful completion of the merger with KeyCorp. The assessment found that each of our Named Executive Officers made strong positive contributions, including delivering business fundamentals and assisting with the preparation for and implementation of the merger with KeyCorp. In light of the change in circumstances from the announced merger with KeyCorp and the overall individual contributions made by each of our Named Executive Officers, we approved an individual performance factor for each of our Named Executive Officers of 175%.
2015
Short-Term Incentive Award Decisions
In 2016, we reviewed awards calculated under the 2015 Executive Short-Term Incentive Plan formula based on our financial performance results (see section titled
"Financial Performance Results"
for details) and our Named Executive Officers’ individual performance (see section titled
"Individual Performance Results"
for details).
The plan payments are outlined below:
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Name
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70%
Financial Performance Results
(1)
|
30%
Individual Performance Results
(2)
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Combined Factor
(3)
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Short-Term Incentive Target
|
2015 Payment
(4)
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Gary M. Crosby
|
97.78%
|
175.00%
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120.95%
|
$975,000
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$1,179,200
|
Gregory W. Norwood
(5)
|
97.78%
|
175.00%
|
120.95%
|
$434,600
|
$525,600
|
Richard M. Barry
(5)
|
97.78%
|
175.00%
|
120.95%
|
$351,000
|
$424,500
|
Mark R. Rendulic
|
97.78%
|
175.00%
|
120.95%
|
$302,120
|
$365,400
|
Joseph V. Saffire
|
97.78%
|
175.00%
|
120.95%
|
$400,000
|
$483,800
|
(1)
For additional detail on the Financial Performance Results, please see the preceding chart. Financial results can range from 0% - 200% depending on respective performance relative to each of the performance objectives.
(2)
For additional detail on the Individual Performance Results, please see the section titled
“Individual Performance Results”
above. Individual results can range from 0% - 200% depending on achievement of the individual performance objectives.
(3)
The Combined Factor is calculated by adding the financial performance result of 97.78% weighted 70% to the individual performance results of 175.00% weighted 30%. The Combined Factor is used to determine the payment made to each of our Named Executive Officers by multiplying the percentage by the applicable short-term incentive target.
(4)
2015 Payment rounded to the nearest $100.
(5)
We paid the target amount of the 2015 short-term incentive award payments for Mr. Norwood ($434,600) and Mr. Barry ($351,000) in December 2015 to mitigate the potential adverse impact to them under Sections 4999 and 280G of the Internal Revenue Code, and the balance was paid to them in March of 2016.
2015
Short-Term Incentive Award Payment Decision
For Messrs. Norwood and Barry, we paid the target amount of the 2015 short-term incentive award payments ($434,600 and $351,000, respectively) in December of 2015 to mitigate the potential impact to them under Sections 4999 and 280G of the Internal Revenue Code in the event of the termination of their employment in connection with our merger with KeyCorp. In March of 2016, after we determined the actual amount of the 2015 short-term incentive awards, we paid to Messrs. Norwood and Barry the difference between the target award payment and the actual award payment based on 2015 financial and individual performance results.
2015
Sign-On Bonus Decision
Upon hire in 2014, we agreed to pay Mr. Saffire a cash sign-on bonus of $275,000, of which $105,000 was paid to him in 2014 and the remaining $170,000 was payable in three equal installments in 2015, 2016 and 2017. In December of 2015, we accelerated the payment to Mr. Saffire of the remaining 2016 and 2017 installments to mitigate the potential impact to him under Sections 4999 and 280G of the Internal Revenue Code in the event of the termination of his employment in connection with our merger with KeyCorp.
Long-Term Incentive Program
We grant long-term incentive awards under our 2012 Equity Incentive Plan to our Named Executive Officers to motivate achievement of sustained, long-term financial performance and to align the interests of our Named Executive Officers with those of our stockholders.
2015
Long-Term Incentive Target Decisions
Each Named Executive Officer has a target long-term incentive opportunity that is competitive and generally consistent with our compensation peer group. As our financial performance exceeds or falls short of the established goals, the actual realized value of the long-term incentive earned will exceed or fall short of the target award. We review and approve the target long-term incentive opportunities annually.
In addition, we considered the following objectives when determining the
2015
targets:
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•
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Creating a strong link between our performance and each Named Executive Officer's realizable pay
|
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•
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Increasing share ownership of our Named Executive Officers
|
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•
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Maintaining internal pay equity among our Named Executive Officers
|
Based on an evaluation of these goals, to further align pay opportunity with market pay levels and to align the interests of our stockholders with our Named Executive Officers, we increased the long-term incentive opportunities for Messrs. Barry and Rendulic. Mr. Norwood received a one-time increase of $185,000 to his 2015 LTI grant in recognition of the implementation of a successful tax strategy.
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Long-Term Incentive
|
Gary M. Crosby
|
Gregory W. Norwood
|
Richard M. Barry
|
Mark R. Rendulic
|
Joseph V. Saffire
|
2014 Target
|
$2,500,000
|
$815,000
|
$515,000
|
$475,000
|
na
|
2015 Target
|
$2,500,000
|
$1,000,000
|
$562,000
|
$518,000
|
$600,000
|
$ change
|
$0
|
$185,000
|
$47,000
|
$43,000
|
na
|
Long-Term Incentive Award Vehicles
In order to better align our long-term incentive awards with external market practice and evolving pay-for-performance best practices, we modified the long-term incentive award mix provided to our Named Executive Officers. The modification includes the elimination of stock options and the increase of performance-based restricted stock units. The time-based restricted stock units portion of the mix was not changed. This modification will increase the impact of our relative Total Shareholder Return and reduce the impact of stock price appreciation alone.
The modification of our long-term incentive award vehicles is outlined below:
|
|
|
|
Long-Term Incentive Award Vehicle
|
Previous LTI Mix
|
2015 LTI Mix
|
Stock Options
|
25%
|
|
Performance-Based Restricted Stock Units
|
25%
|
50%
|
Time-Based Restricted Stock Units
|
50%
|
50%
|
Below are the details of our long-term incentive award vehicles:
|
|
|
|
|
Vehicle
|
Vesting
|
Rationale
|
Mix
|
Performance-Based Restricted Stock Units
|
Vests at the conclusion of three-year performance period
|
To align long-term incentives to the achievement of our total shareholder return
|
50%
|
Time-Based Restricted Stock Units
|
Vests on third anniversary
|
To increase stock ownership and retain the continued services of our key executive talent
|
50%
|
Dividend equivalents in an amount equal to the dividends payable to stockholders of common stock are provided in cash for time-based restricted stock units and are paid at the same time as dividends are paid to stockholders. Dividend equivalents are not provided on unvested performance-based restricted stock units.
Performance-Based Restricted Stock
Performance-based restricted stock units vest at the conclusion of the three-year performance period and the number of shares that actually distribute is based on our Total Shareholder Return ("TSR") performance relative to an industry index, using the definitions set forth below:
|
|
•
|
Three-year Total Shareholder Return
reflects our stock price appreciation plus reinvestment of dividends calculated as follows: (stock price at the end of the performance period - stock price at the beginning of the performance period + dividends paid) / stock price at the beginning of the performance period)
|
|
|
•
|
Industry Comparator Group
is the SNL Mid-Cap Bank Index. Banks in this group include those with $1 billion to $5 billion total common stock market capitalization
|
Award Determination for Performance-Based Restricted Stock
Range of Payout Percentages for Peer Relative Three-Year TSR
|
|
|
|
|
Below Threshold
|
Threshold 35th percentile
|
Target 50th percentile
|
Stretch 75th percentile +
|
$0
|
50%
|
100%
|
150%
|
Assuming a minimum threshold performance is achieved, 50% of target awards will be vested. Once threshold performance is achieved, actual awards will be interpolated between 50% - 150% of target to reward for incremental performance relative to the industry comparator group. We do not issue performance-based restricted stock units for performance below the threshold level of achievement. In addition, if TSR is negative, even if it is above the 35
th
percentile, we do not distribute performance-based restricted stock units in excess of the threshold level of achievement.
2013-2015 Performance-Based Restricted Stock Awards
The awards granted in 2013 with a performance period that ended on December 31, 2015 were distributed at 100% of target because we determined that performance results against the SNL Mid-Cap Bank Index were at the 50th percentile.
2015 Long-Term Incentive Vesting Conditions
Mr. Crosby became retirement eligible under our 2012 Equity Incentive Plan on July 13, 2015, at the age of 61 with six years of service. As a result, Mr. Crosby's unvested equity became fully vested but will not be distributed until separation from service or the regular vesting date, whichever comes first. In order to provide an incentive for Mr. Crosby to remain in continued employment with the Company, we imposed an additional vesting condition on both his time-based restricted stock units and his performance-based restricted stock units granted to him in 2015. In the event that Mr. Crosby had terminated his employment with us within the one-year period following the date of grant, he would have forfeited all of these restricted stock units. A similar additional vesting condition was also imposed on the restricted stock units granted to Mr. Crosby in 2016.
2016 Long-Term Incentive Vesting Conditions
Prior to 2016, we included a net operating income goal in our time-based restricted stock units granted to our executives, including our Named Executive Officers. If the Company's net operating income in year one of the grant was $75 million or greater, then the time-based restricted stock units would vest on the third anniversary of the grant. If not, the units would be forfeited. In light of the anticipated closing of our merger with KeyCorp during 2016, we removed this vesting condition from the 2016 time-vesting restricted stock units granted to our executives, including our Named Executive Officers.
2015
Compensation Pay Mix at Target
We focus on aligning a significant portion of the total compensation of our Named Executive Officers with the interests of our stockholders.
Variable Pay
|
|
•
|
78% of our CEO's target compensation is variable, delivered in the form of short- and long-term incentive awards
|
|
|
•
|
For our other Named Executive Officers, 66% of their target compensation is variable
|
Performance-Based Pay
|
|
•
|
50% of our CEO's target compensation is performance-based, delivered in the form of short-term incentives and performance-based restricted stock units
|
|
|
•
|
For our other Named Executive Officers, 46% of their target compensation is performance-based
|
President and CEO Target Pay Mix Other NEO Target Pay Mix
DETAILS OF INDIRECT COMPENSATION PROGRAMS
Severance Benefits
We maintain an Executive Severance Plan for our Named Executive Officers in order to provide a competitive compensation program and income continuation following a termination of employment that is not in connection with a change in control. The Executive Severance Plan applies to terminations of employment for a Named Executive Officer (i) whose employment is involuntarily terminated by us for reasons other than for cause, (ii) who is required to move more than 100 miles from his current principal place of employment, or (iii) whose aggregate compensation is materially reduced. Further detail of the benefits provided under this plan to our Named Executive Officers is included in the section titled
"Potential Payments upon Termination or Change in Control."
Change in Control Benefits
Effective January 1, 2015, we adopted the First Niagara Bank Executive Change in Control Severance Plan (“CIC Plan”), and entered into cancellation agreements with Messrs. Crosby, Norwood, Barry and Rendulic to terminate their existing change in control agreements. Mr. Saffire’s change in control agreement expired by its term on December 31, 2014.
The CIC Plan was implemented in order to:
|
|
•
|
Reduce the administrative burden associated with issuing and maintaining individual change in control agreements
|
|
|
•
|
Ensure uniformity in severance benefits for our Named Executive Officers
|
|
|
•
|
Provide the Committee with flexibility to make uniform amendments
|
In addition, we amended the CIC Plan in March 2015 to provide that if there is an amendment, modification or termination of the CIC Plan during the period commencing 12 months before the date on which a change in control occurs and ending on the last date of the applicable CIC protection period, the changes will not apply to a participant who terminates during the applicable period if the change reduces the compensation and benefits payable.
The severance benefits that our Named Executive Officers are entitled to receive under the CIC Plan are substantially similar to the severance benefits they would have been entitled to receive under their individual change in control agreements. A comparison of key provisions under the individual change in control agreements and the newly-adopted CIC Plan are noted below:
|
|
|
|
Key Provisions
|
Individual
Change in Control
Agreements
|
CIC Plan
|
Protection Period
Termination by Company without "Cause"
|
12 months
|
24 months
|
Protection Period
Termination by Executive for "Good Reason"
|
14 months
|
24 months
|
Non Solicitation Period
|
9 months
|
24 months - CEO
12 months - Other Named Executive Officers
|
Outplacement Benefits
|
$10,000
|
$15,000
|
Payment Trigger
(1)
|
Double-Trigger
|
Double-Trigger
|
Section 280G of the Internal Revenue Code
(2)
|
Best Net
|
Best Net
|
(1)
The CIC Plan provides for “double-trigger” severance payments in the event of a termination without cause or for a resignation for good reason following a change in control. The rationale for providing double-trigger payments is to provide security for our Named Executive Officers without providing an undue benefit to any executive who continues to be employed following a change in control.
(2)
The CIC Plan provides for a “best net” approach, whereby the payments are capped at the threshold amount under Section 280G of the Internal Revenue Code unless the net benefit to our Named Executive Officer would otherwise be greater if he were to receive the full value and pay the excise tax, in which case, the full amount would be payable.
401(k) Plan
All employees, including our Named Executive Officers, are eligible to participate in our 401(k) plan. Under the plan, employees may make salary deferrals up to the maximum annual Internal Revenue Code limit. We contribute an amount to the plan equal to 100% of the first 4% of an employee's contributions plus 50% of an employee's contributions that exceed 4% but do not exceed 6% of the employee's compensation for the payroll period. Our contributions cannot exceed 5% of an employee's annual compensation as limited by Internal Revenue Code.
Employee Stock Ownership Plan (“ESOP”)
The ESOP was terminated effective December 31, 2014. In January 2015, all the remaining shares subject to the ESOP were released and allocated to eligible employee accounts pending IRS approval, which was obtained in April 2016.
Nonqualified Deferred Compensation Plan (“NQDC”)
Effective January 1, 2015, in order to provide an opportunity for certain executives, including our Named Executive Officers, to increase the amount of tax-deferred savings, we adopted a NQDC. The NQDC offers the same investment options as currently available in our 401(k) plan (except the option to elect our common stock and the stable value fund). The NQDC does not provide for additional contributions by us to our Named Executive Officers. We determine compensation eligible for deferral and limits on amounts deferred. For 2015, we approved the following key terms:
|
|
1.
|
Deferral Compensation Elements: Base salary and/or annual short-term incentives earned on or after January 1, 2015; and
|
|
|
2.
|
Deferral Limits: From 1 to 50 percent of annual base salary and from 1 to 80 percent of annual short-term incentive.
|
COMPENSATION POLICIES
Stock Ownership and Holding Guidelines
We believe that each of our Named Executive Officers should own a significant amount of our common stock and hold a significant portion of our common stock received as compensation under our long-term incentive plans.
The specific guidelines are outlined below:
|
|
|
|
|
Holding Guidelines
(% of Net Shares)
|
Ownership Guidelines
(Multiple of Base Salary)
|
CEO
|
75%
|
5x
|
Tier I Executive
(1)
|
75%
|
3x
|
Tier II Executive
(2)
|
50%
|
2x
|
|
|
(1)
|
Tier I Executives are defined as members of the Management Committee and includes all of our other Named Executive Officers.
|
|
|
(2)
|
Tier II Executives are defined as all Grade 12 Executives and / or Section 16 Officers who are not Tier I Executives.
|
Below is a summary of the shares that qualify for the ownership guidelines described above:
|
|
▪
|
Shares directly owned, including shares from the vesting, payment or exercise of a compensation award (net of taxes)
|
|
|
▪
|
Shares purchased through dividend reinvestment
|
|
|
▪
|
Shares owned by immediate members of the executive’s family or shares held as part of the 401(k) plan or ESOP
|
|
|
▪
|
Unvested restricted stock unit awards subject to time-based vesting requirements
|
|
|
▪
|
Performance-based restricted stock unit awards are
not
included
|
Named Executive Officers are expected to hold 75% of the net shares received through the vesting of long-term incentive awards until they satisfy the ownership guidelines. Once a Named Executive Officer achieves the ownership guideline, he or she is no longer subject to the holding guideline provided his total stock ownership level does not fall below the ownership guideline. If he or she falls below the ownership guideline, he or she must hold 75% of shares until the ownership guideline is met again. We monitor ownership levels and compliance on an annual basis.
Prohibition on Hedging and Pledging
Our Insider Trading Policy prohibits directors and employees, including each of our Named Executive Officers, from engaging in hedging or monetization transactions, including prepaid variable forwards, equity swaps, collar, exchange funds or similar rights and obligations or engaging in any other hedging activity involving our securities. Our Insider Trading Policy also prohibits directors and employees, including each of our Named Executive Officers, from pledging our securities as collateral for margin purchases or a loan.
Impact of Tax Policies - Deductibility of Executive Compensation
We review and consider the deductibility of our executive compensation programs under Section 162(m) of the Internal Revenue Code, which provides that we may not deduct compensation of more than $1 million paid to a Named Executive Officer (other than our CFO) unless it qualifies as performance-based compensation.
Annual awards made to our Named Executive Officers under our stockholder-approved plans are intended to be eligible for the performance-based compensation exception under Section 162(m). However, we believe that circumstances may exist where providing compensation that is not fully deductible for tax purposes may be desirable to achieve our objectives in some situations and may be in the best interests of stockholders. Accordingly, we may issue awards not eligible for the performance-based compensation exception under Section 162(m) and we may make payment of performance-based compensation that is not exempt under Section 162(m). We do not represent that all of the compensation paid to our Named Executive Officers was or will be fully deductible for federal income tax purposes.
SUMMARY COMPENSATION TABLE
The following table provides, for the years ended December 31,
2015
,
2014
and
2013
, the total compensation earned by each of our Named Executive Officers. The table reflects the total compensation paid to or earned by each of our Named Executive Officers beginning in the later of the fiscal year ended December 31,
2013
or the year the executive first became a Named Executive Officer. Additional information on the total compensation package provided to our Named Executive Officers can be found in
"Detail of Direct Compensation and 2015 Decisions Regarding Compensation".
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
Year Ended 12/31
|
Salary ($)
(1)
|
Bonus
(2)
($)
|
Stock Awards
(3)
($)
|
Option Awards
(4)
($)
|
Non-Equity Incentive Plan Compensation
(5)
($)
|
All Other Compensation
(6)
($)
|
Total
($)
|
Gary M. Crosby
President and CEO
|
2015
|
975,000
|
—
|
2,097,365
|
—
|
1,179,200
|
36,418
|
4,287,983
|
2014
|
997,731
|
—
|
1,688,459
|
632,325
|
562,000
|
37,657
|
3,918,172
|
2013
|
848,841
|
1,000,000
|
1,729,785
|
271,889
|
638,000
|
36,693
|
4,525,208
|
Gregory W. Norwood
Chief Financial Officer
|
2015
|
543,250
|
—
|
838,949
|
—
|
525,600
|
34,880
|
1,942,679
|
2014
|
562,615
|
—
|
550,436
|
206,138
|
283,100
|
37,651
|
1,639,940
|
2013
|
527,981
|
—
|
912,204
|
201,742
|
470,200
|
37,292
|
2,149,419
|
Richard M. Barry
Chief Risk Officer
|
2015
|
468,000
|
—
|
471,493
|
—
|
424,500
|
25,250
|
1,389,243
|
2014
|
483,923
|
—
|
347,821
|
130,259
|
197,100
|
26,210
|
1,185,313
|
2013
|
444,231
|
25,000
|
608,550
|
134,586
|
337,500
|
25,760
|
1,575,627
|
Mark R. Rendulic,
EVP Consumer Financial Services
|
2015
|
431,600
|
—
|
434,567
|
—
|
365,400
|
55,250
|
1,286,817
|
2014
|
446,284
|
—
|
320,803
|
120,142
|
192,300
|
57,824
|
1,137,353
|
2013
|
416,745
|
—
|
561,833
|
124,254
|
322,100
|
56,378
|
1,481,310
|
Joseph V. Saffire,
EVP Commercial Financial Services
|
2015
|
500,000
|
170,000
|
503,367
|
—
|
483,800
|
42,579
|
1,699,746
|
2014
|
334,615
|
105,000
|
452,805
|
—
|
254,600
|
162,611
|
1,309,631
|
|
|
(1)
|
The amounts shown in this column represent the aggregate base salary payable to each of our Named Executive Officers for the payroll periods that ended in the applicable year, including any changes made to a Named Executive Officer’s base salary which took effect during the applicable year.
|
|
|
(2)
|
The amounts shown in this column represent the following: for Mr. Crosby, a cash completion bonus of $1,000,000 earned in 2013 under the compensation arrangements provided to him in his role as our Interim President and CEO; for Mr. Barry, a cash sign on award of $25,000 paid in 2013 under the compensation arrangements provided to him upon hire; and for Mr. Saffire, a cash sign on award of $275,000 of which the first installment of $105,000 was paid to him in 2014, and the remaining $170,000 was payable in three equal installments in 2015, 2016 and 2017. The second installment of $57,000 was paid to Mr. Saffire in 2015 as scheduled. The third and fourth installments, in the aggregate amount of $113,000, were paid to him in December 2015 to mitigate the potential adverse impact to him under Sections 4999 and 280G of the Internal Revenue Code.
|
|
|
(3)
|
The amounts shown in this column represent the full grant date fair value of time-based stock awards and the estimated grant date fair value of performance-based stock awards that were granted during each year. The amounts in this column were calculated in accordance with FASB ASC Topic 718. In addition, in accordance with SEC rules, any estimate for forfeitures is excluded from, and does not reduce, the reported amounts. The fair value of performance-based awards was estimated taking into consideration several factors, including our stock price on the grant date and estimated probabilities of payout ranging from 0% to 150% of the “target” award, as well as the present value of dividends during the performance period (which are not paid on these awards). Shares awarded will be determined based on the actual results of the pre-established performance conditions and can range from 0% to 150% of the target share award. The maximum amounts payable for the performance-based stock awards for 2015 assuming the highest possible outcome of the performance condition to which such awards are subject (150% of the target award), would be $1,883,000 for Mr. Crosby, $753,000 for Mr. Norwood, $423,000 for Mr. Barry, $390,000 for Mr. Rendulic and $452,000 for Mr. Saffire.
|
|
|
(4)
|
The amounts shown in this column represent the full grant date fair value of stock option awards granted during each year. The amounts in this column have been calculated in accordance with FASB ASC Topic 718. In accordance with SEC rules, any estimate for forfeitures is excluded from, and does not reduce, such amounts. For additional information on the valuation assumptions used with respect to stock option awards, see Note 15 to our audited financial statements for the years ended December 31,
2014
and
2013
, which were included in our Form 10-K filed with the SEC on
March 17, 2015 and February 25, 2014, respectively.
|
|
|
(5)
|
The amounts shown in this column represent the short-term incentives awarded under our Executive Short-Term incentive Plan for services rendered in 2015, 2014 and 2013, respectively. Awards are reported for the year in which they are earned, regardless of the year in which they are paid. The 2015, 2014 and 2013 annual cash incentive awards were fully paid in cash in March of 2016 and in February 2015 and 2014, respectively. The target amount of Messrs. Norwood's and Barry's 2015 awards were paid to them in December 2015 to mitigate the potential adverse impact to them under Sections 4999 and 280G of the Internal Revenue Code, and the balance was paid to them in March of 2016.
|
(6)
The details of “All Other Compensation” for
2015
are as follows:
|
|
|
|
|
|
|
|
Name
|
401(k)
(a)
($)
|
Club Dues
($)
|
Auto Allowance
($)
|
Commuting Allowance
($)
|
Relocation Payments
($)
|
Total All Other Compensation
($)
|
Gary M. Crosby
|
13,250
|
11,168
|
12,000
|
—
|
—
|
36,418
|
Gregory W. Norwood
|
13,250
|
9,630
|
12,000
|
—
|
—
|
34,880
|
Richard M. Barry
|
13,250
|
—
|
12,000
|
—
|
—
|
25,250
|
Mark R. Rendulic
|
13,250
|
—
|
12,000
|
30,000
|
—
|
55,250
|
Joseph V. Saffire
|
12,334
|
18,245
|
12,000
|
—
|
—
|
42,579
|
|
|
a.
|
The amounts shown in this column represent our contributions under the 401(k) Plan.
|
GRANTS OF PLAN-BASED AWARDS
The following table provides information concerning the short-term incentive awards provided under our Executive Annual Incentive Plan and grants of long-term incentive awards provided under our 2012 Equity Incentive Plan to each of our Named Executive Officers during
2015
. The actual short-term incentive award paid to each of our Named Executive Officers can be found in the
Non-Equity Incentive Plan Compensation
column in the
"Summary Compensation Table."
Additional information on the grants of plan based awards provided to each of our Named Executive Officers can be found in the
"Long-Term Incentive Program" section.
|
|
|
|
|
|
|
|
|
|
|
|
|
Award Type
|
Grant Date
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
($)
|
Estimated Future Share Payouts Under Equity Incentive Plan Awards
(2)
(#)
|
All Other Stock Awards: Number of Shares of Stock
(3)
(#)
|
All Other Option Awards: Number of Shares of Underlying Options
(4)
(#)
|
Per Share Exercise of Option Awards ($/sh)
|
Grant Date Fair Value of Stock and Option Awards
(5)
($)
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
Gary M. Crosby
|
STI
|
—
|
487,500
|
975,000
|
1,950,000
|
|
|
|
|
|
|
—
|
Perform-Based
|
3/30/2015
|
|
|
|
70,146
|
140,292
|
210,438
|
|
|
|
841,752
|
Time-Based
|
3/30/2015
|
|
|
|
|
|
|
140,292
|
|
|
1,255,613
|
Gregory W. Norwood
|
STI
|
—
|
217,300
|
434,600
|
869,200
|
|
|
|
|
|
|
—
|
Perform-Based
|
3/30/2015
|
|
|
|
28,059
|
56,117
|
84,176
|
|
|
|
336,702
|
Time-Based
|
3/30/2015
|
|
|
|
|
|
|
56,117
|
|
|
502,247
|
Richard M. Barry
|
STI
|
—
|
175,500
|
351,000
|
702,000
|
|
|
|
|
|
|
—
|
Perform-Based
|
3/30/2015
|
|
|
|
15,769
|
31,538
|
47,307
|
|
|
|
189,228
|
Time-Based
|
3/30/2015
|
|
|
|
|
|
|
31,538
|
|
|
282,265
|
Mark R. Rendulic
|
STI
|
—
|
151,060
|
302,120
|
604,240
|
|
|
|
|
|
|
—
|
Perform-Based
|
3/30/2015
|
|
|
|
14,534
|
29,068
|
43,602
|
|
|
|
174,408
|
Time-Based
|
3/30/2015
|
|
|
|
|
|
|
29,068
|
|
|
260,159
|
Joseph V. Saffire
|
STI
|
—
|
200,000
|
400,000
|
800,000
|
|
|
|
|
|
|
—
|
Perform-Based
|
3/30/2015
|
|
|
|
16,835
|
33,670
|
50,505
|
|
|
|
202,020
|
Time-Based
|
3/30/2015
|
—
|
—
|
—
|
—
|
—
|
—
|
33,670
|
—
|
|
301,347
|
|
|
(1)
|
The amounts shown in these columns represent the threshold, target and maximum awards payable to our Named Executive Officers under our
2015
Short-Term Incentive Plan. The amounts shown under threshold represent the value of the award payable should the calculated results of the financial performance measures equal 50% of established financial targets. No award would be payable in the event that the calculated results of the financial performance measures is below 50%. The amounts shown under target represent 100% of target. The amounts shown under maximum are 200% of target and represent the maximum amount payable. The actual amount of these awards is disclosed in the Non-Equity Incentive Plan column of the
"Summary Compensation Table."
|
|
|
(2)
|
The number of units shown in these columns represents the threshold, target and maximum number of performance-based restricted stock units that would vest and become distributable to our Named Executive Officers under our 2012 Equity Incentive Plan provided that a three-year peer relative total shareholder return performance condition was met. The amounts shown under threshold represent the number of shares distributable should our three-year total shareholder return equal the 35th percentile of our established peer group. If total shareholder return was negative, even if it was above the 35th percentile, only the threshold number of shares would be distributable. No shares would be distributable in the event that our three-year total shareholder return was less than the 35th percentile. The amounts shown under threshold represent the 35th percentile and are paid at 50% of target. The amounts shown under target represent the 50th percentile and are paid at 100% of target. The amounts shown under maximum represent the 75th percentile or higher and are paid at 150% of target and represent the maximum number of shares distributable. The awards are subject to a three-year performance period that commenced on January 1, 2015 and will end on December 31, 2017. The number of units for each grant was determined using $8.91, the 30-day average closing price per share of our common stock from February 28, 2015 through March 29, 2015. Mr. Crosby became eligible for retirement treatment of his equity awards on July 13, 2015; the units granted to Mr. Crosby in 2015 were subject to an additional requirement that he remain employed for a period of at least one year following the grant date, and in the event of his termination of employment for any reason during such one-year period, his 2015 equity awards would be forfeited.
|
|
|
(3)
|
The amounts shown in this column reflect the number of time-based restricted stock units granted under our 2012 Equity Incentive Plan. For our Named Executive Officers the awards vest in full on the third anniversary of the grant date. For our Named Executive Officers, the number of units for each award granted on March 30, 2015 was determined using $8.91, the 30-day average closing price per share of our common stock from February 28, 2015 through March 29, 2015. Mr. Crosby became eligible for retirement treatment of his equity awards on July 13, 2015; the units granted to Mr. Crosby in 2015 were
|
subject to an additional requirement that he remain employed for a period of at least one year following the grant date, and in the event of his termination of employment for any reason during such one-year period, his 2015 equity awards would be forfeited.
|
|
(4)
|
No stock options were granted during 2015.
|
|
|
(5)
|
The amounts shown in this column reflect the grant date fair value of all awards. All stock awards are valued using the closing price per share of our common stock on the grant date. The grant date fair value of performance-based stock awards was estimated taking into consideration several additional factors, including the present value of dividends during the performance period (which are not paid on these awards), and estimated probabilities of payout ranging from 0% to 150% of the “target” award.
|
NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31,
2015
The following table provides information on each of our Named Executive Officer's outstanding equity awards as of December 31,
2015
. The equity awards reported in the Option Awards columns consist of non-qualified stock options. The equity awards reported in the Stock Awards columns consist of performance-based restricted stock, time-based restricted stock, time-based restricted stock units and performance-based restricted stock units. The value of equity awards outstanding is calculated using a market value of
$10.85
, the closing price per share of our common stock on December 31,
2015
. All numbers have been rounded to the nearest whole dollar or share.
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
(1)
|
Stock Awards
|
Stock Option Award Date
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Stock Award Grant Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(2)
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
(3)
($)
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(4)
(#)
|
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(5)
($)
|
Gary M. Crosby
(6)
|
7/13/2009
|
8,400
|
—
|
11.29
|
7/13/2019
|
3/28/2013
|
28,656
|
310,918
|
29,586
|
321,008
|
7/13/2009
|
15,633
|
—
|
11.29
|
7/13/2019
|
4/9/2013
|
109,888
|
1,192,285
|
|
|
1/25/2010
|
35,406
|
—
|
14.44
|
1/25/2020
|
3/28/2014
|
129,864
|
1,409,024
|
68,083
|
738,701
|
1/24/2011
|
45,933
|
—
|
13.79
|
1/24/2021
|
3/30/2015
|
140,292
|
1,522,168
|
140,292
|
1,522,168
|
3/30/2012
|
82,710
|
—
|
9.84
|
3/30/2022
|
|
|
|
|
|
3/28/2013
|
76,805
|
38,402
|
8.86
|
3/28/2023
|
|
|
|
|
|
3/28/2014
|
81,381
|
162,760
|
9.27
|
3/28/2024
|
|
|
|
|
|
Gregory W. Norwood
|
4/4/2011
|
33,096
|
—
|
13.84
|
4/4/2021
|
3/28/2013
|
43,905
|
476,369
|
21,953
|
238,190
|
3/28/2013
|
—
|
28,495
|
8.86
|
3/28/2023
|
4/24/2013
|
41,634
|
451,729
|
|
|
3/28/2014
|
—
|
53,060
|
9.27
|
3/28/2024
|
3/28/2014
|
44,390
|
481,632
|
22,195
|
240,816
|
|
|
|
|
|
3/30/2015
|
56,117
|
608,869
|
56,117
|
608,869
|
Richard M. Barry
|
3/28/2013
|
—
|
19,009
|
8.86
|
3/28/2023
|
3/28/2013
|
29,290
|
317,797
|
14,645
|
158,898
|
3/28/2014
|
—
|
33,528
|
9.27
|
3/28/2024
|
4/24/2013
|
27,775
|
301,359
|
|
|
|
|
|
|
|
3/28/2014
|
28,050
|
304,343
|
14,025
|
152,171
|
|
|
|
|
|
3/30/2015
|
31,538
|
342,187
|
31,538
|
342,187
|
Mark R. Rendulic
|
1/24/2011
|
19,536
|
—
|
13.79
|
1/24/2021
|
3/28/2013
|
27,041
|
293,395
|
13,521
|
146,703
|
3/28/2013
|
—
|
17,550
|
8.86
|
3/28/2023
|
4/24/2013
|
25,643
|
278,227
|
|
|
3/28/2014
|
—
|
30,924
|
9.27
|
3/28/2024
|
3/28/2014
|
25,871
|
280,700
|
12,936
|
140,356
|
|
|
|
|
|
3/30/2015
|
29,068
|
315,388
|
29,068
|
315,388
|
Joseph V. Saffire
|
|
|
|
|
|
5/8/2014
|
35,224
|
382,180
|
|
|
|
|
|
|
|
3/30/2015
|
33,670
|
365,320
|
33,670
|
365,320
|
|
|
(1)
|
The stock options reported in these columns vest one-third per year on the anniversaries of the grant date.
|
|
|
(2)
|
The amounts shown in this column represent unvested time-based restricted stock and time-based restricted stock units. These awards vest in full on the third anniversary of the grant date, except for Mr. Saffire’s award granted on May 8, 2014, which vests in three equal annual installments on the first, second and third anniversary of the grant date.
|
|
|
(3)
|
The amounts shown in this column represent the market value of the time-based restricted stock units calculated using
$10.85
, the closing price per share of our common stock on December 31,
2015
.
|
|
|
(4)
|
The amounts shown in this column represent outstanding performance-based restricted stock units. These awards provide our Named Executive Officers with the opportunity to earn shares of our common stock contingent on the achievement of pre-determined performance conditions over a three-year performance period. The values shown are the target value of the award (100%), depending on the achievement of the performance conditions, the award could distribute between 0% and 150% of the target value. All awards granted to our Named Executive Officers vest following the conclusion of the three-year performance period at the time we certify the performance results, which typically occurs in January of the next fiscal year; the awards granted in 2013 with a performance period ended on December 31, 2015 were distributed at 100%; the awards granted in 2014 with a performance period ending on December 31, 2016 and the
|
awards granted in 2015 with a performance period ending on December 31, 2017 will vest, if at all, in January 2017 and January 2018, respectively, at the time we certify the performance results.
|
|
(5)
|
The amounts shown in this column represent the market value of the performance-based restricted stock and performance-based restricted stock unit awards, assuming a target level of payout (100%), and using
$10.85
, the closing price per share of our common stock on December 31,
2015
.
|
|
|
(6)
|
On July 13, 2015, Mr. Crosby met the definition of retirement under the 2012 Equity Incentive Plan. Pursuant to the Plan, and with the exception of his March 30, 2015 long-term incentive award, all of his unvested time-based equity awards became fully vested for the actual number of shares or units; unvested performance-based equity awards will become fully vested at the end of the performance period and the actual number of shares or units are subject to the actual performance factor; and stock option awards became fully exercisable. Pursuant to the terms of the Plan, Mr. Crosby used a portion of the shares and units to satisfy the tax withholding obligations. For the March 28, 2013 grant, the total number of shares deducted was 30,516; for the April 9, 2013 grant the total number of units deducted was 5,333; and for the March 28, 2014 grant, the total number of units deducted was 6,302. The amounts shown in the table in the “Option Awards” section reflect Mr. Crosby’s vested and outstanding stock option awards using the original vesting schedule. The amounts shown in the table in the “Stock Awards” section reflect Mr. Crosby’s vested but not yet distributed share and unit awards net of the tax withholding obligations. The performance-based restricted stock units and the time-based restricted stock units granted to Mr. Crosby on March 30, 2015 were subject to an additional requirement that he remain employed for a period of at least one year following the grant date, and in the event of his termination of employment for any reason during such one-year period, such awards would be forfeited.
|
OPTION EXERCISES AND STOCK VESTED
The following table provides information on the value realized by each of our Named Executive Officers as a result of the option awards that were exercised and the stock awards that vested from January 1,
2015
through December 31,
2015
. All numbers have been rounded to the nearest whole dollar or share.
|
|
|
|
|
|
|
Option Awards
|
Stock Awards
|
Grant Date
|
Shares Acquired on Exercise
(#)
|
Value Realized on Exercise
(1)
($)
|
Number of
Shares
Acquired on Vesting
(2)
(#)
|
Value
Realized on Vesting
(3)
($)
|
Gary M. Crosby
(4)
|
4/27/2012
|
|
|
45,525
|
403,352
|
3/28/2013
|
|
|
30,516
|
287,461
|
4/9/2013
|
|
|
5,333
|
50,237
|
3/28/2014
|
|
|
6,302
|
59,365
|
Gregory W. Norwood
|
4/27/2012
|
|
|
30,864
|
273,455
|
3/30/2012
|
56,076
|
47,665
|
|
|
3/28/2013
|
56,989
|
104,290
|
|
|
3/28/2014
|
26,530
|
37,673
|
|
|
Richard M. Barry
|
4/27/2012
|
|
|
18,519
|
164,078
|
3/30/2012
|
33,645
|
28,598
|
|
|
3/28/2013
|
38,019
|
69,575
|
|
|
3/28/2014
|
16,765
|
23,806
|
|
|
Mark M. Rendulic
|
4/27/2012
|
|
|
19,290
|
170,909
|
3/30/2012
|
35,046
|
29,789
|
|
|
3/28/2013
|
35,100
|
64,233
|
|
|
3/28/2014
|
15,463
|
21,957
|
|
|
Joseph V. Saffire
|
5/8/2014
|
|
|
17,612
|
155,162
|
|
|
(1)
|
The amounts shown represent the difference between the option exercise price and the closing price per share of our common stock on each applicable date of exercise.
|
|
|
(2)
|
For awards granted on 04/27/2012 and 05/08/2014, the amounts shown represent the vesting of shares of our common stock in
2015
.
|
|
|
(3)
|
For awards granted on 04/27/2012 and 05/08/2014, the amounts shown represent the aggregate value of the vested shares calculated using the closing price per share of our common stock on the date previous to the vest date.
|
|
|
(4)
|
On July 13, 2015, Mr. Crosby met the definition of retirement under the 2012 Equity Incentive Plan. Pursuant to the Plan, and with the exception of his March 30, 2015 long-term incentive award, all of his unvested time-based equity awards will become fully vested for the actual number of shares or units; unvested performance-based equity awards will become fully vested at the end of the performance period and the actual number of shares or units are subject to the actual performance factor; and stock option awards became fully vested and exercisable. The amounts shown for Mr. Crosby reflect only the portion of the shares and units required to satisfy the tax withholding obligations. The amounts shown for the 3/28/2013, 04/09/2013 and 3/28/2014 grants represent the respective number of shares or units deducted to satisfy the tax withholding obligations. The number of shares or units deducted and the aggregate value of the deducted shares or units was calculated using $9.42, the closing price per share of our common stock on July 12, 2015, the day prior to the date Mr. Crosby met the definition of retirement.
|
PENSION BENEFITS
We do not provide any defined benefit pension plans for our Named Executive Officers. Accordingly, no disclosure is being provided under this heading.
NONQUALIFIED DEFERRED COMPENSATION
Effective January 1, 2015, we adopted the First Niagara Bank Nonqualified Deferred Compensation Plan (the “NQDC”). The NQDC does not provide for additional contributions by us to our Named Executive Officers. We determine compensation eligible for deferral and limits on amount deferred.
Compensation amounts credited to the NQDC are deemed invested in hypothetical investment alternatives (other than the Company stock fund) that match the investment options under the 401(k) Savings Plan of First Niagara. There are no preferential earnings on deferred amounts. Amounts credited to an employee's account are payable in substantially equal annual installments or a single lump sum, as selected by the employee at the time of deferral.
Payments commence, as selected by the employee in accordance with the NQDC and as designated on the deferral election form. If an employee terminates employment prior to meeting the definition of retirement under the NQDC, all deferral amounts will be distributed in one lump sum. All payments are made in cash.
The following table provides information concerning the aggregate amount of executive contributions to the NQDC, the aggregate earnings credited under the NQDC, distributions from the NQDC and the total balance of the Named Executive Officer's accounts as of December 31, 2015.
|
|
|
|
|
|
|
|
Name
|
Plan Name
|
Executive Contributions in Last Fiscal Year ($)
|
Registrant Contributions in Last Fiscal Year ($)
|
Aggregate Earnings in the Last Fiscal Year ($)
|
Aggregate Withdrawals/Distributions ($)
|
Aggregate Balance at Fiscal Year End ($)
|
Gregory W. Norwood
(1)
|
NQDC
|
97,785
|
—
|
(1,115)
|
—
|
96,670
|
(1)
The amounts shown represent the value of Mr. Norwood's election to defer a portion of his base salary earned and paid in calendar year 2015 and his 2015 non-equity incentive plan compensation earned in 2015 and paid in calendar year 2015. The full value of Mr. Norwood's 2015 base salary and 2015 short-term incentive plan compensation is included in the Base Salary column and the Non-Equity Incentive Plan column of the
"Summary Compensation Table"
for 2015.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Executive Change in Control Severance Plan
Prior to 2015, each of our Named Executive Officers had a change in control agreement that provided for certain benefits in the event of certain terminations of employment following a change in control. Effective January 1, 2015, we adopted the First Niagara Bank Executive Change in Control Severance Plan (“CIC Plan”), and entered into cancellation agreements with Messrs. Crosby, Norwood, Barry and Rendulic to terminate their existing change in control agreements. Mr. Saffire’s change in control agreement expired by its term on December 31, 2014.
We amended the CIC Plan in March 2015 to provide that if there is an amendment, modification or termination of the CIC Plan during the period commencing 12 months before the date on which a change in control occurs and ending on the last date of the applicable CIC protection period, the changes will not apply to a participant who terminates during the applicable period if the change reduces the compensation and benefits payable.
A summary of the key provisions of the CIC Plan is provided below:
|
|
|
Key Provisions
|
CIC Plan
|
Benefit Protection Period
|
24 months
|
Non Solicitation Period
|
24 months - CEO
12 months - Other Named Executive Officers
|
Payment Trigger
(1)
|
Double-Trigger
|
Section 280G of the Internal Revenue Code
(2)
|
Best Net
|
(1)
The CIC Plan provides for “double-trigger” severance payments in the event of a termination without cause or for a resignation for good reason following a change in control. The rationale for providing double-trigger payments is to provide security for our Named Executive Officers without providing an undue benefit to any executive who continues to be employed following a change in control.
(2)
The CIC Plan provides for a “best net” approach, whereby the payments are capped at the threshold amount under Section 280G of the Internal Revenue Code unless the net benefit to our Named Executive Officer would otherwise be greater if he were to receive the full value and pay the excise tax, in which case, the full amount would be payable.
Termination for Good Reason or without Cause Following a Change in Control
The CIC Plan provides that each Named Executive Officer will be entitled to certain severance payments and benefits if, within a 24-month period following a change of control, either (i) we terminate the executive’s employment without cause (as defined below) or (ii) the Named Executive Officer resigns for good reason (as defined below), including:
|
|
(a)
|
Salary and fringe benefits through his termination date
|
|
|
(b)
|
Any unpaid annual short-term incentive for a prior period
|
|
|
(c)
|
Payment of earned but unused paid time off
|
|
|
(d)
|
Benefits under any tax-qualified retirement plans in which the executive participates, in accordance with the terms of such plans
|
|
|
(e)
|
200% (300% for Mr. Crosby) of base salary, as in effect in the year of termination of employment payable in one lump sum
|
|
|
(f)
|
Lump-sum payment in an amount equal to 200% (300% for Mr. Crosby) of targeted annual short-term incentive amount, as in effect in the year of the termination of employment
|
|
|
(g)
|
Payment of pro-rated annual short-term incentive amounts for the year of the termination of employment, to the extent permitted by, and in accordance with the terms of, the executive’s applicable annual incentive plan;
|
|
|
(h)
|
Medical and health insurance, group term life insurance, automobile allowance, and club membership benefits for a period of 24 months (36 months for Mr. Crosby), with continued dependent health and medical benefits for the balance of the applicable period in the event of our Named Executive Officer's death
|
|
|
(i)
|
Up to $15,000 in outplacement services during the 12 month period following the termination of employment
|
|
|
(j)
|
Accelerated vesting of all outstanding equity grant awards, with any performance goals deemed satisfied at target unless the award provides otherwise
|
In the event that the payments or benefits under the CIC Plan would result in excess parachute payments under Section
280G of the Internal Revenue Code, each of our Named Executive Officers is entitled to receive the greater of the following amounts on an after-tax basis: (a) all of the payments and benefits under the CIC Plan with payment of the applicable excise tax by our Named Executive Officer on the amount of excess parachute payments; or (b) the payments and benefits under the CIC Plan reduced to the extent necessary so that no portion of the payments or benefits will be treated as excess parachute payments. Named Executive Officers are not entitled to a gross-up for excise taxes paid.
Upon a Named Executive Officer
'
s termination of employment without
“
Good Reason
”
following our Change in Control or termination of employment with us for
“
Cause
”
following our Change in Control, no amounts are payable to a Named Executive Officer under the CIC Plan.
Defined Terms
.
Cause
. For purposes of the CIC Plan, “Cause” means a finding by the Board that any of the following conditions exist: (a) the willful and continued failure substantially to perform his duties (other than as a result of disability) that cannot be cured within 30 days of notice by us; (b) a willful act or omission constituting dishonesty, fraud or other malfeasance, and any act or omission constituting immoral conduct, which in any such case is injurious to our financial condition or business reputation; (c) indictment for certain felonies; (d) a breach of our Code of Ethics, or any restrictive covenant, non-competition, confidentiality or non-solicitation, or other similar agreement; or (e) an issuance of an order of a federal or state regulatory agency or a court requiring the termination of the Named Executive Officer's service with FNFG, the Bank or one of their Affiliates.
Change in Control
. For purposes of the CIC Plan, a
“
Change in Control
”
is generally defined to mean (a) the acquisition of 30% or more of our common stock; (b) certain turnovers in the Board of Directors of FNFG or the Bank within a 24
-
month period; or (c) approval by our stockholders of our dissolution or liquidation, a sale of all or substantially all of our assets, or our agreement to merge, consolidate or reorganize, that results in less than 50% of our outstanding voting securities of the resulting entity being owned by our prior stockholders.
Good Reason
. For purposes of the CIC Plan,
“
Good Reason
”
is defined to mean a: (a) material diminution in responsibilities, duties, title, reporting responsibilities within the business organization, status, role or authority; (b) material reduction in annual base salary; (c) requirement that our Named Executive Officer move his principal place of employment more than 50 miles from his current principal place of employment; or (d) the liquidation or dissolution of FNFG or the Bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Named Executive Officer.
Executive Severance Plan
We established an Executive Severance Plan which covers all Named Executive Officers. The Executive Severance Plan covers certain terminations of employment that are not in connection with a change in control. The Executive Severance Plan applies to terminations of employment for a Named Executive Officer (i)
whose employment is involuntarily terminated by us for reasons other than for
“
Cause,
”
(ii)
who
is required to move his principal place of employment more 100 miles from his current principal place of employment, or (iii)
whose aggregate compensation is materially reduced. Each Named Executive Officer who terminates employment under those circumstances will receive a severance payment, subject to compliance with certain non-solicitation and non-competition requirements, for a period of 12 months (24 months for Mr. Crosby) following termination.
The severance payment will be the greater of: (a) 12 months (24 months for Mr.
Crosby) of base salary, determined as of the date of termination, plus target annual incentive for the year of termination; or (b) 18 months (36 months for Mr. Crosby) of base salary, determined as of the date of termination. In addition, our Named Executive Officer is entitled to 12 months of outplacement services (not to exceed $10,000).
Defined Terms
.
Cause
. For purposes of the Executive Severance Plan, “Cause” means a finding by the Board that any of the following conditions exist: (a) the willful and continued failure substantially to perform his duties (other than as a result of disability) that cannot be cured within 30 days of notice by us; (b) a willful act or omission constituting dishonesty, fraud or other malfeasance, and any act or omission constituting immoral conduct; (c) indictment for certain felonies; or (d) a breach of our Code of Ethics, or any restrictive covenant, non-competition, confidentiality or non-solicitation, or other similar agreement.
2015
Executive Short-Term Incentive Plan
The
2015
Executive Short-Term Incentive Plan is an annual plan adopted under the stockholder-approved Executive Annual Incentive Plan. Under the
2015
Executive Short
-
Term Incentive Plan, we awarded each of our Named Executive Officers performance-based cash awards.
Death or Disability
. Upon the death or
“
Disability
”
of a Named Executive Officer during the Plan Year, our Named Executive Officer (or in the event of his death, his designated beneficiary) is entitled to receive payment of the award deemed to be earned at target pro-rated to reflect the portion of the Plan Year prior to the death or Disability, which amount is paid at the same time that awards are typically paid.
Retirement
. Upon the
“
Retirement
”
of a Named Executive Officer during the Plan Year, our Named Executive Officer is entitled to receive payment of a pro-rated award to reflect the portion of the Plan Year prior to Retirement and actual financial and individual performance. The amount is paid at the same time that awards are typically paid.
Change in Control
. Upon a
“
Change in Control
”,
outstanding performance-based awards shall be deemed to be earned at target and pro-rated to reflect the portion of the performance period prior to the Change in Control.
Termination without Cause Following a Change in Control
. Upon an involuntary termination for a reason other than Cause during the one-year period following a Change in Control, any service requirements applicable to then-outstanding awards shall be considered satisfied.
Defined Terms
Cause
. For purposes of the 2015 Executive Short-Term Incentive Plan, “Cause” means a finding by the Board that any of the following conditions exist: (a) the willful and continued failure substantially to perform his duties (other than as a result of disability) that cannot be cured within 30 days of notice by us; (b) a willful act or omission constituting dishonesty, fraud or other malfeasance, and any act or omission constituting immoral conduct, which in any such case is injurious to our financial condition or business reputation; (c) indictment for certain felonies; or (d) a breach of our Code of Ethics, or any restrictive covenant, non-competition, confidentiality or non-solicitation, or other similar agreement.
Change in Control
. For purposes of the
2015
Executive Short-Term Incentive Plan,
“
Change in Control
”
means: (a) FNFG or First Niagara Bank (the
“
Bank
”
) merges into or consolidates or merges with
an entity or bank or corporation, resulting in less than 50% of the outstanding voting securities of the resulting entity being owned by the prior stockholders of us or the Bank; (b) the acquisition of 50% or more of a class of FNFG's or the Bank
'
s voting securities; (c) certain turnovers in FNFG's or the Bank
'
s Board of Directors within a 24
-
month period; or (d) FNFG or the Bank sells to a third party all or substantially all of its assets.
Disability
. For purposes of the
2015
Executive Short-Term Incentive Plan,
“
Disability
”
means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that lasted or can be expected to last for a continuous period of not less than 12 months.
Retirement
. For purposes of the
2015
Executive Short-Term Incentive Plan,
“
Retirement
”
means the executive
'
s voluntary termination of employment as of a date that (a) the executive had attained age 60 and completed six years of service, (b) the executive had attained age 55 and completed 20 years of service, or (c) the executive attained age 65.
Long-Term Incentive Plans
We may grant our Named Executive Officers stock options, performance-based restricted stock awards and time-based restricted stock awards under our 2012 Equity Incentive Plan (the
“
Long-Term Incentive Plan
”
). The treatment of the awards made under the Long-Term Incentive Plan is described below.
Death, Disability & Retirement
. In the event of a termination of employment due to death,
“
Disability
”
or
“
Retirement,
”
except for awards subject to performance vesting, all outstanding stock options shall become immediately vested in full and may be exercised anytime during the one-year period following termination or until the applicable stock option expiration date, if earlier; and all performance-based restricted stock awards and time-based restricted stock awards shall become fully earned and vested immediately.
Termination for Cause
. In the event of a termination of employment for
“
Cause,
”
all outstanding stock options, performance-based restricted stock awards and time-based restricted stock awards, whether or not vested, shall expire and be forfeited.
Other Termination of Employment
. In the event of a termination of employment for any reason other than due to death,
“
Disability,
”
“
Retirement
”
of termination for
“
Cause,
”
then all vested stock options on the date of termination shall be exercisable for the three-month period following termination or until the applicable stock option expiration date, if earlier, and any unvested performance-based restricted stock award or time-based restricted stock award that is not vested as of the date of termination shall expire and be forfeited.
Change in Control
. In the event of a Change in Control, all outstanding awards subject to performance vesting shall be deemed to have satisfied the applicable performance measures.
Involuntary Termination Following a Change in Control
. In the event of an involuntary termination of employment following a Change in Control all outstanding stock options shall become immediately vested in full and may be exercised anytime during the one-year period following termination or until the applicable stock option expiration date, if earlier; and all performance-based restricted stock awards and time-based restricted stock awards shall become fully earned and vested immediately. Under the Long-Term Incentive Plan, an involuntary termination includes a termination for
“
Good Reason.
”
Defined Terms
.
Cause
. For purposes of the Long-Term Incentive Plan,
“
Cause
”
has the same meaning given that term in the 2015 Executive Short-Term Incentive Plan, which is set forth above.
Change in Control
. For purposes of the Long-Term Incentive Plan, a
“
Change in Control
”
has the same meaning given that term in the 2015 Executive Short-Term Incentive Plan, which is set forth above.
Disability
. For purposes of the Long-Term Incentive Plan,
“
Disability
”
has the meaning given such term in our long-term disability plan, unless the Award is required to have a specific definition under Internal Revenue Code Section 409A.
Good Reason
. For purposes of the Long-Term Incentive Plan,
“
Good Reason
”
means: (a) a material diminution in the executive
'
s base compensation; (b) a material diminution in the executive
'
s authority, duties or responsibilities; (c) a requirement that the executive must report to a corporate officer or employee instead of reporting directly to the Board; (d) a material diminution in the budget over which the executive retains authority; (e) a change in the geographic location at which the executive must perform his duties that is more than 50 miles from the location of the executive
'
s principal workplace; or (f) any other action or inaction that constitutes a material breach by us of an agreement with the executive
.
Retirement
. For purposes of the Long-Term Incentive Plan,
“
Retirement
”
has the same meaning given that term in the 2015 Executive Short-Term Incentive Plan, which is set forth above
.
Potential Payment Calculations
The table below reflects the amount of compensation payable to each of our Named Executive Officers under the following termination scenarios:
(a) Retirement
(b) Termination without cause or resignation for good reason
(c) Change in control
(d) Termination without cause or resignation for good reason following a change in control
(e) Death or disability
On July 13, 2015, Mr. Crosby met the definition of retirement under the Executive Short-Term Incentive Plan and the 2012 Equity Incentive Plan. None of the other Named Executive Officers shown on this table have met the definition of retirement for any of the benefit plans described in this section.
A summary of the benefits provided to Mr. Crosby upon meeting the definition of retirement is provided below:
|
|
|
Benefit
|
Treatment Upon Retirement
|
Short-Term Incentive Plan
|
Entitled to receive payment of a pro-rated 2015 award to reflect the portion of the plan year (prior to retirement) and based on actual financial and individual performance.
|
Performance-Based Awards of Restricted Stock Awards and Restricted Stock Units
(1)
|
With the exception of his March 30, 2015 performance-based award, all other performance-based equity awards will become fully vested at the end of the performance period and the number of shares or units distributed will be subject to the actual performance factor. These awards would be distributed at the same time that awards are distributed to other participants.
|
Time-based Restricted Awards of Restricted Stock Awards and Restricted Stock Units
(1)
|
With the exception of his March 30, 2015 time-based award, all other time-based awards became fully vested for the actual number of shares or units on July 13, 2015. These awards would be distributed at the earlier of Mr. Crosby's actual retirement or the original vesting date.
|
Stock Option Awards
|
All stock option awards became fully exercisable on July 13, 2015.
|
(1)
Mr. Crosby's March 30, 2015 long-term incentive award is subject to a one-year service requirement. If it is not met, shares will be forfeited.
The amounts reported in the following table are hypothetical amounts based on disclosure of compensation information about our Named Executive Officers. Actual payments will depend on the timing and circumstances of any termination of employment or other triggering event. Payments in the event of a termination of employment following a change in control may be subject to Sections 4999 and 280G of the Internal Revenue Code if the after-tax amount that our Named Executive Officer would receive after payment of the applicable excise tax by our Named Executive Officer of the amount of excess parachute payments received would be greater than the amount of the payments he would receive if such payments were reduced so that there would be no excess parachute payments, but the amount of the cutback has not been included in the table.
Consistent with SEC requirements, these estimated amounts have been calculated as if our Named Executive Officer
'
s employment had been terminated as of December 31, 2015 and using $10.85, the closing price per share of our common stock on December 31, 2015.
The table below does not reflect amounts with respect to plans or arrangements generally available to all employees.
|
|
|
|
|
|
|
Name
|
Retirement ($)
|
Termination Without Cause or Resignation for Good Reason
($)
|
Change in Control ($)
|
Termination Without Cause or Resignation for Good Reason following a Change in Control
($)
|
Disability or Death ($)
|
Gary M. Crosby
|
Change in Control Plan (1)
|
—
|
—
|
—
|
5,850,000
|
—
|
Executive Severance Pay Plan (2)
|
—
|
2,925,000
|
—
|
—
|
—
|
Executive Short-Term Incentive Plan (3)
|
1,179,200
|
1,179,200
|
975,000
|
1,179,200
|
975,000
|
Long-Term Incentive Plan (4)
|
4,305,517
|
4,305,517
|
—
|
7,349,853
|
7,349,853
|
Health & Welfare (Medical, Dental, Life Insurance) Plans (6)
|
—
|
—
|
—
|
4,037
|
—
|
Other Benefits
|
|
|
|
|
|
Auto Allowance (7)
|
—
|
—
|
—
|
36,000
|
—
|
Club Membership Dues (8)
|
—
|
—
|
—
|
33,504
|
—
|
Outplacement Services
|
—
|
10,000
|
—
|
15,000
|
—
|
Total
|
5,484,717
|
8,419,717
|
975,000
|
14,467,594
|
8,324,853
|
Gregory W. Norwood
|
Change in Control Plan (1)
|
—
|
—
|
—
|
1,955,700
|
—
|
Executive Severance Pay Plan (2)
|
—
|
977,850
|
—
|
—
|
—
|
Executive Short-Term Incentive Plan (3)
|
—
|
—
|
434,600
|
434,600
|
434,600
|
Long-Term Incentive Plan (4)
|
—
|
—
|
—
|
3,247,014
|
3,247,014
|
Deferred Compensation (5)
|
—
|
96,670
|
—
|
96,670
|
96,670
|
Health & Welfare (Medical, Dental, Life Insurance) Plans (6)
|
—
|
—
|
—
|
33,025
|
—
|
Other Benefits
|
|
|
|
|
|
Auto Allowance (7)
|
—
|
—
|
—
|
24,000
|
—
|
Club Membership Dues (8)
|
—
|
—
|
—
|
19,260
|
—
|
Outplacement Services
|
—
|
10,000
|
—
|
15,000
|
—
|
Total
|
—
|
1,084,520
|
434,600
|
5,825,269
|
3,778,284
|
Richard M. Barry
|
Change in Control Plan (1)
|
—
|
—
|
—
|
1,638,000
|
—
|
Executive Severance Pay Plan (2)
|
—
|
819,000
|
—
|
—
|
—
|
Executive Short-Term Incentive Plan (3)
|
—
|
—
|
351,000
|
351,000
|
351,000
|
Long-Term Incentive Plan (4)
|
—
|
—
|
—
|
2,009,744
|
2,009,744
|
Health & Welfare (Medical, Dental, Life Insurance) Plans (6)
|
—
|
—
|
—
|
39,248
|
—
|
Other Benefits
|
|
|
|
|
|
Auto Allowance (7)
|
—
|
—
|
—
|
24,000
|
—
|
Club Membership Dues (8)
|
—
|
—
|
—
|
—
|
—
|
Outplacement Services
|
—
|
10,000
|
—
|
15,000
|
—
|
Total
|
—
|
829,000
|
351,000
|
4,076,992
|
2,360,744
|
Mark R. Rendulic
|
Change in Control Plan (1)
|
—
|
—
|
—
|
1,467,440
|
—
|
Executive Severance Pay Plan (2)
|
—
|
733,720
|
—
|
—
|
—
|
Executive Short-Term Incentive Plan (3)
|
—
|
—
|
302,120
|
302,120
|
302,120
|
Long-Term Incentive Plan (4)
|
—
|
—
|
—
|
1,853,942
|
1,853,942
|
Health & Welfare (Medical, Dental, Life Insurance) Plans (6)
|
—
|
—
|
—
|
32,572
|
—
|
Other Benefits
|
|
|
|
|
|
Auto Allowance (7)
|
—
|
—
|
—
|
24,000
|
—
|
Club Membership Dues (8)
|
—
|
—
|
—
|
—
|
—
|
Outplacement Services
|
—
|
10,000
|
—
|
15,000
|
—
|
Total
|
—
|
743,720
|
302,120
|
3,695,074
|
2,156,062
|
Joseph V. Saffire
|
Change in Control Plan (1)
|
—
|
—
|
—
|
1,800,000
|
—
|
Executive Severance Pay Plan (2)
|
—
|
900,000
|
—
|
—
|
—
|
Executive Short-Term Incentive Plan (3)
|
—
|
—
|
400,000
|
400,000
|
400,000
|
Long-Term Incentive Plan (4)
|
—
|
—
|
—
|
1,112,820
|
1,112,820
|
Health & Welfare (Medical, Dental, Life Insurance) Plans (6)
|
—
|
—
|
—
|
39,336
|
—
|
Other Benefits
|
|
|
|
|
|
Auto Allowance (7)
|
—
|
—
|
—
|
24,000
|
—
|
Club Membership Dues (8)
|
—
|
—
|
—
|
36,490
|
—
|
Outplacement Services
|
—
|
10,000
|
—
|
15,000
|
—
|
Total
|
—
|
910,000
|
400,000
|
3,427,646
|
1,512,820
|
|
|
(1)
|
For Mr. Crosby, amount shown represents a lump sum payment equal to 300% of base salary and 300% of target short-term incentive and for our other Named Executive Officers, amounts shown represent a lump sum payment equal to 200% of base salary and 200% of target short-term incentive.
|
|
|
(2)
|
For Mr. Crosby, the amount shown represents the value of periodic payments of base salary for 36 months and for our other Named Executive Officers, amounts shown represent the value of base salary for 12 months + target short-term incentive.
|
|
|
(3)
|
The amounts shown represent the target value of the 2015 short-term incentive award. For Mr. Crosby, in the "Retirement," “Termination Without Cause or Resignation for Good Reason” and “Termination Without Cause or Resignation for Good Reason following a Change in Control” columns, the amount shown represents his actual 2015 Short-Term Incentive Plan award which was paid to him in March 2016 because he met the definition of retirement and is therefore eligible to receive his 2015 award based on actual financial and individual performance. The actual amount of these awards is disclosed in the Non-Equity Incentive Plan column of the
"Summary Compensation Table."
|
|
|
(4)
|
The amounts shown represent the value of accelerated vesting of all outstanding long-term incentive awards granted under our long-term incentive plan that would vest upon termination (or within 30 days of termination). For Mr. Crosby, in the "Retirement" and “Termination Without Cause or Resignation for Good Reason” columns, the amount shown represents the value of his 2013 and 2014 performance-based equity awards assuming a target payout, his 2013 and 2014 time-based equity awards and the in-the-money value of stock option awards that became exercisable. The 2013 performance-based award, with a performance period that ended on December 31, 2015 were distributed at 100%. The amount shown for Mr. Crosby under the other termination scenarios includes the addition of his March 30, 2015 long-term incentive award. For additional information on awards under the long-term incentive plan, refer to the
"Outstanding Equity Awards at December 31, 2015"
Table.
|
|
|
(5)
|
Mr. Norwood has deferred compensation that is not subject to forfeiture and will be distributed upon termination. For additional information on deferred equity and deferred compensation, refer to the
"Nonqualified Deferred Compensation"
Table.
|
|
|
(6)
|
The amounts shown represent the value of continuation of health, welfare, dental and life insurance benefits for 24 months for each of our other Named Executive Officers other than Mr. Crosby, and the value of continuation of life insurance benefits for 36 months for Mr. Crosby.
|
|
|
(7)
|
The amounts shown represent the value of auto allowance for 36 months for Mr. Crosby and 24 months for each of our other Named Executive Officers.
|
|
|
(8)
|
The amounts shown represent the value of club membership dues for 36 months for Mr. Crosby and 24 months for each of our other Named Executive Officers.
|
DIRECTOR COMPENSATION
We used a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board, as described below. Members of the Board who are our employees are not compensated for service on the Board or any of its committees.
Our Compensation Committee reviews all elements of non-employee director compensation, as outlined below, and makes a bi-annual compensation recommendation to the Board. The primary objectives of the Committee’s bi-annual review are to confirm continued alignment with business and stockholder interests, evaluate the competitiveness of our director compensation program relative to our peer group, and identify and respond to continued changes in director compensation in light of our competitive environment. The Compensation Committee conducted its bi-annual compensation review for 2014 on December 9, 2013. The Committee utilized the services of Frederic W. Cook & Co, Inc., its independent compensation consultant in connection with this review. According to our biannual review schedule, there was no 2015 compensation review.
The Committee recommended and the Board approved no changes in the non-employee director compensation program.
Overview of the
2015
Director Compensation Programs
The table below outlines the cash and equity compensation provided to non-employees directors for the
2015
board service year, which commenced on April 29, 2015 the date of the
2015
Annual Meeting of Stockholders.
|
|
|
|
Cash Compensation - Annual Retainer Fees
|
($)
|
|
Board Retainers
|
Chair
(1)
|
104,000
|
|
Member
|
65,000
|
|
Committee Chair Retainers
|
Audit
|
15,000
|
|
Compensation
|
10,000
|
|
Risk
|
10,000
|
|
Governance/Nominating
|
10,000
|
|
Technology
|
10,000
|
|
Executive
|
—
|
|
Special Subcommittee
(2)
|
15,000
|
|
Committee Member Retainers
|
Audit
|
10,000
|
|
Compensation
|
5,000
|
|
Risk
|
5,000
|
|
Governance/Nominating
|
5,000
|
|
Technology
|
5,000
|
|
Executive
|
—
|
|
Special Subcommittee
(2)
|
7,500
|
|
Equity Compensation - Annual Restricted Stock Awards
|
($)
|
|
Chair
(1)
|
120,000
|
|
Member
|
75,000
|
|
|
|
(1)
|
The Chair receives a premium of 1.6x member compensation.
|
Annual Restricted Stock Awards
In
2015
, we granted restricted stock to each of our non-executive directors under our 2012 Equity Incentive Plan. The number of shares of each award of restricted stock was determined by dividing the applicable grant date value by the 30-day average closing price per share of our common stock. Directors who join the Board during the Board service year receive a restricted stock award for a pro-rated number of shares. Restricted stock awards are made on the first business day following the Annual meeting and restricted stock awards vest at the earlier of one year from the grant date or the next Annual Meeting. The 2012 Equity Incentive Plan provides for accelerated vesting of restricted stock upon a director's retirement, death or disability, or upon our change in control and has an annual limit on the grant value of the awards that can be granted to outside directors of $500,000 per director per year.
Based on our Equity Grant Policy, annual equity grants are to be made on the first business day after the Annual Shareholders Meeting for non-employee directors. However, because an Annual Shareholders Meeting for 2016 has not been scheduled, we will make the grant on first business day following the filing of this 10-K/A.
Outside directors are subject to our stock ownership guidelines. Under these guidelines, each outside director is expected to own at least $325,000 of our common stock, which is five times the cash compensation portion of our director compensation program within five years of appointment.
Directors Deferred Fees Plan
The Directors Deferred Fees Plan (the “Deferred Fees Plan”) is a nonqualified compensation plan that provides directors the ability to elect to defer the payment of all or a portion of his or her cash compensation (member and chair retainers or other cash compensation) and equity compensation (i.e., by electing to defer payment of a restricted stock award). The cash deferrals are fully vested at all times while the equity deferrals vest on the earlier of one year from grant or the next Annual Meeting.
Cash compensation amounts credited to the Deferred Fees Plan are deemed invested in available hypothetical investment alternatives, including common stock, fixed income securities, or money market accounts. Restricted stock units and dividend equivalent units earned thereon are deemed invested in our common stock. There are no preferential earnings on deferred amounts. Amounts credited to a director
'
s account are payable in substantially equal annual installments or a single lump sum, as selected by the director at the time of deferral.
Such payments commence, as selected by the director, and in accordance with the Deferred Fees Plan following cessation of Board service, or as designated by the director on the deferral election form. All payments are made in cash.
In the event a director dies, after payment to the director has commenced but before all payments have been made under the Deferred Fees Plan, the balance of his or her accounts will be paid to the director
'
s designated beneficiary on the terms that would have applied to payments to the director. If the death occurs before payments have commenced, then the amounts credited to a director
'
s account will be paid to the director
'
s beneficiary in a single lump sum or for accounts for years prior to 2014, in a single lump sum or substantially equal annual installments, as elected by the director at the time the deferral was made.
Directors may also receive a whole or partial distribution in the event of an unforeseeable financial emergency.
DIRECTOR COMPENSATION TABLE
The following table sets forth the compensation earned or paid by us to directors for the fiscal year ended December 31,
2015
.
|
|
|
|
|
|
|
|
|
|
|
|
Names
|
Fees Earned or
Paid in Cash ($)
|
Stock Awards
($)
(1)
|
Option Awards
($)
(2)
|
All Other Compensation ($)
(3)
|
Total
($)
|
Austin A. Adams
(4)
|
87,500
|
|
100,804
|
|
—
|
|
4,132
|
|
192,436
|
|
G. Thomas Bowers
|
80,000
|
|
100,804
|
|
—
|
|
21,859
|
|
202,663
|
|
Roxanne J. Coady
|
85,000
|
|
100,804
|
|
—
|
|
11,471
|
|
197,275
|
|
Carl A. Florio
(4)
|
97,500
|
|
100,804
|
|
—
|
|
2,007
|
|
200,311
|
|
Susan Harnett
|
80,000
|
|
100,804
|
|
—
|
|
2,007
|
|
182,811
|
|
Carlton L. Highsmith
|
85,000
|
|
100,804
|
|
—
|
|
2,007
|
|
187,811
|
|
George M. Philip
|
80,000
|
|
100,804
|
|
—
|
|
2,007
|
|
182,811
|
|
Peter B. Robinson
|
80,000
|
|
100,804
|
|
—
|
|
2,007
|
|
182,811
|
|
Nathaniel D. Woodson
(4)
|
124,000
|
|
161,287
|
|
—
|
|
3,615
|
|
288,902
|
|
|
|
(1)
|
The amounts shown in this column represent the grant date fair value for awards granted to all directors in
2015
. The Directors received two grants in 2015: a pro-rata grant that vested in April 2015 and a regular annual grant that vested on December 31, 2015. The pro-rata grant was made in 2015 for the services rendered by directors during the partial service period created when we changed the grant date of our annual awards to directors in 2015 from January 1st to the first business day following our annual shareholder meeting. Assumptions used in the calculation of these amounts are included in Note
15
to our audited financial statements for the year ended December 31,
2015
, included in our Annual Report on Form 10-K filed with the SEC on
February 10, 2016
.
|
|
|
(2)
|
The aggregate number of unvested stock awards and shares subject to outstanding exercisable stock options, held by directors as of December 31,
2015
, was as follows:
|
|
|
|
|
|
|
Names
|
Unvested Stock Awards
(#)
|
Options
Exercisable
(#)
|
Austin A. Adams
|
8,361
|
|
—
|
|
G. Thomas Bowers
|
8,361
|
|
—
|
|
Roxanne J. Coady
|
8,361
|
|
—
|
|
Carl A. Florio
|
8,361
|
|
—
|
|
Susan Harnett
|
8,361
|
|
—
|
|
Carlton L. Highsmith
|
8,361
|
|
34,078
|
|
George M. Philip
|
8,361
|
|
33,060
|
|
Peter B. Robinson
|
8,361
|
|
—
|
|
Nathaniel D. Woodson
|
13,378
|
|
—
|
|
|
|
(3)
|
The amounts shown in this column represent dividends on unvested restricted stock awards and dividend equivalents paid on unvested restricted stock units during
2015
. For Mr. Bowers, his total also includes a $525 annual premium for $350,000 in life insurance coverage that we are obligated to pay pursuant to the terms of an agreement we entered into with Mr. Bowers in 2003 based on his prior employment with us.
|
|
|
(4)
|
In September 2015 the Board created a special subcommittee, known as the "Transaction Committee" to assist in the review of potential strategic transactions. Mr. Woodson chaired this subcommittee and Mr. Florio and Mr. Adams were special subcommittee members for which they received additional cash compensation.
|
|
|
|
|
ITEM 12.
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
All of our equity compensation plans were approved by stockholders. Shown below is certain information at
December 31, 2015
regarding equity compensation to our directors and employees that have been approved by stockholders.
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by stockholders
|
Number of securities to be issued upon exercise of outstanding options and rights
|
|
Weighted average exercise price
|
Number of securities remaining available for issuance under the plan
|
First Niagara Financial Group, Inc. Amended and Restated 2002 Long-term Incentive Stock Benefit Plan
|
|
|
|
—
|
|
Stock options
|
1,509,410
|
|
|
$
|
12.93
|
|
|
Restricted stock awards and units
|
65,192
|
|
(1)
|
Not applicable
|
|
|
First Niagara Financial Group, Inc. 2012 Executive Incentive Plan
|
|
|
|
10,026,037
|
|
Stock options
|
585,208
|
|
|
$
|
9.14
|
|
|
Restricted stock awards and units
|
3,345,948
|
|
(1)
|
Not applicable
|
|
|
Performance stock awards and units
|
1,430,823
|
|
(1)
|
Not applicable
|
|
|
Stock options assumed pursuant to the merger with Harleysville National Corporation on April 9, 2010
|
128,126
|
|
|
$
|
33.32
|
|
—
|
|
Stock options assumed pursuant to the merger with NewAlliance Bancshares, Inc. on April 15, 2011
|
1,193,391
|
|
|
$
|
11.68
|
|
—
|
|
Total
|
8,258,098
|
|
|
|
10,026,037
|
|
|
|
(1)
|
Represents shares that have been granted but have not yet vested.
|
Security Ownership of Certain Beneficial Owners
Persons and groups who beneficially own in excess of 5% of our common stock are required to file certain reports with the SEC and us regarding such ownership. The following table summarizes certain information as of December 31, 2015 regarding persons known by us who beneficially own in excess of 5% of our common stock. Percentages are based on 354,756,081 shares issued and outstanding.
|
|
|
|
Name and Address of Beneficial Owners
|
Amount of Shares
Owned and Nature of
Beneficial Ownership
|
Percent of Shares of
Common Stock Outstanding
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
27,499,304
(1)
|
7.80%
|
The Vanguard Group
100 Vanguard Boulevard
Malvern PA 19355
|
24,164,858
(2)
|
6.81%
|
FMR LLC
245 Summer Street
Boston, MA 02210
|
21,068,157
(3)
|
5.94%
|
|
|
(1)
|
Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 2016. BlackRock, Inc. reports sole voting power with respect to 26,228,154 shares and sole dispositive power with respect to 27,499,304 shares. As the parent holding company, BlackRock, Inc. is reporting beneficial ownership for securities acquired by the following of its subsidiaries: BlackRock Advisors, (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, N.A., BlackRock Life Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd and BlackRock Investment Management, LLC.
|
|
|
(2)
|
Based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2016. The Vanguard Group reports sole voting power with respect to 254,296 shares, shared power to vote with respect to 16,000 shares, sole dispositive power with respect to 23,915,722 shares and shared dispositive power with respect to 249,136 shares. As the parent holding company, The Vanguard Group, Inc. reports that its wholly-owned subsidiary, Vanguard Fiduciary Trust Company is the beneficial owner of 233,136 shares as a result of its serving as investment manager of collective trust accounts, and its wholly-owned subsidiary, Vanguard Investments Australia, Ltd. is the beneficial owner of 37,160 shares as a result of its serving as investment manager of Australian investment offerings.
|
|
|
(3)
|
Based on a Schedule 13G filed by FMR LLC with the SEC on February 12, 2016. FMR LLC reports sole voting power with respect to 1,608,593 shares and sole dispositive power with respect to all 21,068,157 shares.
|
Security Ownership of Directors and Executive Management
The following table details, as of March 31, 2016, information concerning the beneficial ownership of our common stock by our director nominees and our named executive officers.
In general, beneficial ownership includes those shares that can be voted or transferred, including shares which may be acquired under stock options that are currently exercisable or become exercisable within 60 days. Percentages are based on
355,714,690
shares issued and outstanding including options exercisable within 60 days of March 31, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Names
|
Position(s) held in the Company
|
Common Stock
|
Preferred Stock
|
Shares
Owned
Directly
and
Indirectly
(1)
|
Options
Exercisable
within 60
days
|
Beneficial
Ownership
|
Percent
of Class
|
Unvested
Awards
included in
Beneficial
Ownership
(2)
|
Shares
Owned
Directly
|
Percent
of Class
|
Directors
|
Austin A. Adams
|
Director
|
10,000
|
|
—
|
|
10,000
|
|
*
|
—
|
|
—
|
|
—
|
G. Thomas Bowers
|
Director
|
88,462
|
|
—
|
|
88,462
|
|
*
|
—
|
|
—
|
|
—
|
Roxanne J. Coady
|
Director
|
47,327
|
|
—
|
|
47,327
|
|
*
|
8,361
|
|
—
|
|
—
|
Gary M. Crosby
|
Director, President and CEO
|
187,208
|
|
466,050
|
|
653,258
|
|
*
|
—
|
|
—
|
|
—
|
Carl A. Florio
|
Director
|
756,912
|
|
—
|
|
756,912
|
|
*
|
8,361
|
|
4,000
|
|
*
|
Susan S. Harnett
|
Director
|
11,170
|
|
—
|
|
11,170
|
|
*
|
8,361
|
|
—
|
|
—
|
Carlton L. Highsmith
|
Director
|
80,329
|
|
34,078
|
|
114,407
|
|
*
|
8,361
|
|
—
|
|
—
|
George M. Philip
|
Director
|
79,750
|
|
33,060
|
|
112,810
|
|
*
|
8,361
|
|
4,000
|
|
*
|
Peter B. Robinson
|
Director
|
57,263
|
|
—
|
|
57,263
|
|
*
|
8,361
|
|
—
|
|
—
|
Nathaniel D. Woodson
|
Director, Chairman
|
255,088
|
|
—
|
|
255,088
|
|
*
|
13,378
|
|
—
|
|
—
|
Named Executive Officers who are Not Directors
|
Richard M. Barry
|
Chief Risk Officer
|
83,366
|
|
35,773
|
|
119,139
|
|
*
|
—
|
|
—
|
|
—
|
Gregory W. Norwood
|
Chief Financial Officer
|
132,143
|
|
88,121
|
|
220,264
|
|
*
|
—
|
|
2,000
|
|
*
|
Mark R. Rendulic
|
EVP Consumer Financial Services
|
79,737
|
|
52,548
|
|
132,285
|
|
*
|
—
|
|
1,000
|
|
*
|
Joseph V. Saffire
|
EVP Commercial Financial Services
|
21,100
|
|
—
|
|
21,100
|
|
*
|
—
|
|
—
|
|
—
|
All Directors and Executive Officers (19 persons)
(3)
|
2,733,857
|
|
*
|
|
|
11,000
|
|
*
|
|
|
*
|
Indicates less than 1%.
|
|
|
(1)
|
Each person exercises sole voting and dispositive power as to the shares reported, with the following exception: 61,740 shares in a trust for which Mr. Woodson is the co-Trustee.
|
|
|
(2)
|
Includes shares granted under the First Niagara Financial Group, Inc. 1999 Recognition and Retention Plan, the 2002 Long-Term Incentive Stock benefit Plan, and the 2012 Equity Incentive Plan, which are subject to future vesting, but as to which voting may currently be directed.
|
|
|
(3)
|
Includes
5,134
shares of common stock allocated to the accounts of the Executive Officers under the First Niagara Financial Group, Inc. Employee Stock Ownership Plan ("ESOP") and excludes the remaining
1,948,738
shares of common stock owned by the ESOP for the benefit of the employees. Mr. Crosby owns
943
shares, Mr. Barry owns
238
shares, Mr. Norwood owns
371
shares and Mr. Rendulic owns
897
shares under the ESOP. Under the terms of the ESOP, shares of common stock allocated to the account of employees are voted in accordance with the instructions of the respective employees. In 2014, the Board of Directors approved the termination of our ESOP as of December 31, 2014. All participants in the ESOP on the termination date became 100% vested. We received a determination letter from the Internal Revenue Service ("IRS") in the second quarter of 2016 and plan to notify ESOP participants of the available options for receiving their ESOP distributions. The distribution options include an in-kind distribution to a qualified retirement plan, a direct in-kind distribution, a cash distribution to a qualified retirement plan, or a direct lump sum cash distribution.
|
Change in Control
On October 30, 2015, the Company and KeyCorp (“KeyCorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into KeyCorp (the “Merger”), with
KeyCorp as the surviving corporation in the Merger. The Merger Agreement was approved by the Board of Directors and shareholders of both the Company and KeyCorp.