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| | | Preliminary Proxy Statement | | |
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Agenda: |
➢ |
Election of nine directors each to serve until the date of the 2016 Annual Meeting or until his or her successor has been elected and qualified |
Proposal No. |
| |
Description of Proposal
|
| | Board’s Recommendation |
|
1
|
| | Election of nine director candidates nominated by the Board, each to serve until the date of the 2016 Annual Meeting or until his or her successor has been elected and qualified | | |
FOR
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2
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| | Approval, on an advisory basis, of the compensation of our named executive officers (“Say on Pay”) | | |
FOR
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3
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| | The ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015 | | |
FOR
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Proposal No. |
| |
Description of Proposal
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| | Vote Required for Approval |
| |
Abstentions
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| | Broker Non Votes |
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1
|
| | Election of directors | | | For each director, majority of votes cast | | | Not taken into account | | | Not taken into account | |
2
|
| | Say on Pay advisory vote | | | Majority of shares present and entitled to vote | | | Against | | | Not taken into account | |
3
|
| | Ratification of appointment of independent registered public accounting firm | | | Majority of shares present and entitled to vote | | | Against | | | Not applicable | |
Name
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| |
Age
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| | Director Since |
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Occupation
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| |
Independent
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| | Positions/ Committee Memberships |
| ||||||
Paul M. Barbas | | | | | 58 | | | | | | 2013 | | | | Retired President and Chief Executive Officer, DPL Inc., the utility holding company of The Dayton Power and Light Company |
| |
Yes
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| |
A, AE, C (Chair)
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|
Jack B. Dunn, IV | | | | | 64 | | | | | | 2004 | | | | Retired President and Chief Executive Officer, FTI Consulting, Inc. |
| |
Yes
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C, CG (Chair), E
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H. Russell Frisby, Jr.
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| | | | 64 | | | | | | 2012 | | | | Partner, Stinson Leonard Street LLP | | |
Yes
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C, F
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Terence C. Golden | | | | | 71 | | | | | | 2002 | | | |
Chairman, Bailey Capital Corporation
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Yes
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A, AE, F
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Barbara J. Krumsiek
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| | | | 63 | | | | | | 2007 | | | | Retired Chairman, President and Chief Executive Officer, Calvert Investments, Inc. | | |
Yes
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CG, E, F (Chair)
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Lawrence C. Nussdorf | | | | | 69 | | | | | | 2002 | | | | Chairman and Chief Executive Officer, Clark Enterprises, Inc. |
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Yes
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A, AE, CG, E
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Patricia A. Oelrich | | | | | 62 | | | | | | 2010 | | | | Retired Vice President, IT Risk Management, GlaxoSmithKline Pharmaceuticals | | |
Yes
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A (Chair), AE, CG
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Joseph M. Rigby | | | | | 59 | | | | | | 2009 | | | | Chairman, President and Chief Executive Officer, Pepco Holdings, Inc. | | |
No
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E
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Lester P. Silverman | | | | | 68 | | | | | | 2006 | | | | Director Emeritus, McKinsey & Company, Inc. | | |
Yes
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C, CG, E (Chair), F, LID
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Section
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| | Page Number |
| |||
| | | | 90 | | | |
Description of the Proposal | | | | | 90 | | |
CERTAIN BENEFICIAL OWNERSHIP MATTERS | | | | | 91 | | |
Security Ownership of Certain Beneficial Owners and Management | | | | | 91 | | |
Section 16(a) Beneficial Ownership Reporting Compliance | | | | | 93 | | |
COMMUNICATIONS, STOCKHOLDER PROPOSALS AND COMPANY INFORMATION | | | | | 94 | | |
Communications with Members of the Board | | | | | 94 | | |
Stockholder Proposals and Director Nominations | | | | | 94 | | |
Stockholder Outreach | | | | | 95 | | |
Where to Find More Information | | | | | 95 | | |
Householding of Proxy Materials | | | | | 96 | | |
Contacting Us or Our Transfer Agent | | | | | 96 | | |
OTHER INFORMATION | | | | | 97 | | |
Other Matters Which May Come Before the Annual Meeting | | | | | 97 | | |
Solicitation of Proxies at the Annual Meeting | | | | | 97 | | |
Status of Information Included in this Proxy Statement | | | | | 97 | | |
Annex A — Policy on the Approval of Services Provided By the Independent Auditor | | | | | A-1 | | |
Proposal No.
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Description of Proposal
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| | Board’s Recommendation |
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1
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| | Election of nine director candidates nominated by the Board, each to serve until the date of the 2016 Annual Meeting or until his or her successor has been elected and qualified | | |
FOR
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2
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| | Approval, on an advisory basis, of the compensation of our named executive officers | | |
FOR
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3
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| | The ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015 | | |
FOR
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Proposal No.
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Vote Required
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| | Treatment of Abstentions |
| | Treatment of Broker Non-Votes |
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1
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| | Each director is elected by a majority of the votes cast “FOR” election | | |
Not taken into account
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Not taken into account
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2
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| | A majority of the shares of common stock present and entitled to vote at the annual meeting must be voted “FOR” approval | | | Against | | |
Not taken into account
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3
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| | A majority of the shares of common stock present and entitled to vote at the annual meeting must be voted “FOR” approval | | | Against | | | Not applicable | |
Committee
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Members(1)
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Primary Responsibilities
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| | Number of Meetings Held During 2014 |
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Audit Committee
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| | Patricia A. Oelrich (Chairman)(2) Paul M. Barbas(2) Terence C. Golden(2) Lawrence C. Nussdorf(2) |
| | • Represents and assists the Board in overseeing: ▪ the integrity of our financial statements, accounting and financial reporting processes and audits of our financial statements ▪ our compliance with legal and regulatory requirements ▪ the independent registered public accounting firm’s qualifications and independence ▪ the performance of our internal audit function • Appoints, approves the compensation arrangements of and oversees the independent auditor • Reviews guidelines and policies on risk assessment and management |
| | Eight meetings | |
Compensation Committee
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| | Paul M. Barbas (Chairman) Jack B. Dunn, IV H. Russell Frisby, Jr Lester P. Silverman(3) |
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•
Evaluates annually the performance of our CEO
•
Reviews the performance of non-CEO executives
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Approves salaries for executive officers (other than the CEO), Vice Presidents, heads of business units, and other designated employees
•
Approves annual salary ranges and merit budget increases for all non-union employees
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Sets target award levels and approves payments under the Amended and Restated Annual Executive Incentive Compensation Plan, or the EICP
•
Approves awards under the 2012 LTIP
•
Reviews and assesses applicable risks and risk mitigation strategies associated with compensation
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| | Nine meetings | |
Nominating Committee
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| | Jack B. Dunn, IV (Chairman) Barbara J. Krumsiek Lawrence C. Nussdorf Patricia A. Oelrich Lester P. Silverman(3) |
| | • Reviews and recommends director candidates to the Board • Makes recommendations to the Board regarding Board structure, practices, and policies, including director compensation and committee assignments • Makes recommendations to the Board on corporate governance matters and related person transactions • Evaluates Board performance and effectiveness • Oversees development of corporate strategy and structure, including: ▪ business plans ▪ management development, succession and performance criteria ▪ corporate and government affairs • Maintains appropriate oversight of technology and systems • Reviews and assesses applicable risks and risk mitigation strategies associated with its areas of responsibility |
| | Six meetings | |
Finance Committee
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| | Barbara J. Krumsiek (Chairman) H. Russell Frisby, Jr. Terence C. Golden Lester P. Silverman(3) |
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•
Oversees our financial objectives, policies, procedures and activities, including:
▪
debt and equity financings
▪
dividend policy
▪
acquisitions and dispositions of assets and businesses
▪
financial investments
•
Considers long-term and short-term strategic plans
•
Reviews our risk mitigation profile
•
Reviews our insurance program
•
Reviews and assesses applicable risks and risk mitigation strategies associated with its areas of responsibility
|
| | Six meetings | |
Committee
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Members(1)
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Primary Responsibilities
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| | Number of Meetings Held During 2014 |
|
Executive Committee
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| | Lester P. Silverman (Chairman)(3) Jack B. Dunn, IV Barbara J. Krumsiek Lawrence C. Nussdorf Joseph M. Rigby |
| | When the Board is not in session, the Executive Committee exercises all the powers of the Board in the management of the property, business and affairs of the Company, except as otherwise provided by law. | | | No meetings | |
| Paul M. Barbas | | |||
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Mr. Barbas, age 58, was President and Chief Executive Officer of DPL Inc., the utility holding company of The Dayton Power and Light Company, or DP&L, from October 2006 until December 2011. He also served on the board of directors of DPL Inc. and DP&L from October 2006 to November 2011. He has served as a director of Dynegy, Inc., a publicly traded electricity generation company, since October 2012. Mr. Barbas previously served as Executive Vice President and Chief Operating Officer of Chesapeake Utilities Corporation, a diversified utility company engaged in natural gas distribution, transmission and marketing, propane gas distribution and wholesale marketing and other related services, from 2005 until October 2006, as an Executive Vice President from 2004 until 2005, and as President of Chesapeake Service Company and Vice President of Chesapeake Utilities Corporation, from 2003 until 2004. From 2001 until 2003, Mr. Barbas was Executive Vice President of Allegheny Power, responsible for the operational and strategic functions of Allegheny Energy, Inc.’s regulated utility operations, serving 1.6 million customers with 3,200 employees. Mr. Barbas joined Allegheny Energy in 1999 as President of its Ventures unit. He has been a director of the Company since September 25, 2013.
Mr. Barbas’s qualifications for election to the Board include his perspective and experience as a former President and Chief Executive Officer of a regulated public utility company. Mr. Barbas brings extensive utility, management and oversight experience, having served in executive management positions with various utility and other companies. He also has a broad background in finance and marketing and brings a strong understanding of power operations and energy markets. He contributes significantly to oversight responsibilities on matters relating to executive compensation and compensation strategy and has served as the Chairman of Dynegy, Inc.’s Compensation and Human Resources Committee since October 2012.
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| Jack B. Dunn, IV | | |||
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Mr. Dunn, age 64, served as Chief Executive Officer of FTI Consulting, Inc., a publicly held, multi-disciplined global consulting firm located in West Palm Beach, Florida, from October 1995 to January 2014, and served as President of FTI from October 2004 to January 2014. He also served as a director of FTI from 1992 to January 2014, and served as its Chairman of the Board from December 1998 to October 2004. He remains a part-time employee of FTI. Mr. Dunn served as a director of Aether Systems, Inc., which became Aether Holdings, Inc., and then NexCen Brands, Inc., from June 2002 through September 2008. Mr. Dunn is also a director of Terbium Labs, a small privately owned software solutions firm in the cyber security industry and ACA Compliance, a privately owned firm providing compliance services to financial institutions, a limited partner in the Baltimore Orioles and a member of the Board of Trustees of Johns Hopkins Medicine. He has been a director of the Company since May 21, 2004.
Mr. Dunn’s qualifications for election to the Board include his broad knowledge of corporate finance and his perspective and experience as a former Chief Executive Officer of a global business advisory firm with a particular emphasis on customer service and assisting public companies in the areas of finance and governance, among others. Prior to joining FTI, Mr. Dunn spent over ten years with Legg Mason, Inc., a major regional investment banking firm, where he was Managing Director, Senior Vice President, a member of its broker-dealer’s board of directors and head of its corporate finance group. Prior to his investment banking career, Mr. Dunn practiced corporate and securities law.
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| H. Russell Frisby, Jr. | | |||
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Mr. Frisby, age 64, since 2009 has been a partner in the Energy, Mining, Transportation and Telecommunications Group of Stinson Leonard Street LLP, a law firm located in Washington, D.C. From 1995 to 1998, he served as Chairman of the Maryland Public Service Commission, or the MPSC. Mr. Frisby also was the President and Chief Executive Officer of the Competitive Telecommunications Association from 1998 to 2005 and a partner with the law firms of Kirkpatrick & Lockhart Nicholson Graham LLP from 2005 to 2006 and Fleischman and Harding LLP from 2006 to 2008. He served as a director of PAETEC Holding Corp., a broadband communications provider, from February 2007 until November 2011. Mr. Frisby has been a director of the Company since September 27, 2012.
Mr. Frisby’s qualifications for election to the Board include his experience as a regulatory and corporate lawyer, as well as the regulatory, public policy and governmental affairs knowledge that he gained as a Chairman of the MPSC and Chief Executive Officer of a telecommunications industry organization, as well as his prior service as a public company director. Mr. Frisby also lives, works and has served as a director of several non-profit organizations in our operating territory, and therefore has significant community ties within the region.
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| Terence C. Golden | | |||
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| |
Mr. Golden, age 71, since 2000 has been Chairman of Bailey Capital Corporation in Washington, D.C. Bailey Capital Corporation is a private investment company. From 1995 until May 2000, Mr. Golden was President and Chief Executive Officer of Host Hotels and Resorts, the lodging real estate company that includes among its holdings Marriott, Ritz-Carlton, Four Seasons, Hyatt, Hilton, Westin, W, Sheraton and Fairmont hotels. Mr. Golden has also served as a director of Host Hotels and Resorts since 1995. From May 2008 to March 2013, he served as a trustee and member of the Audit Committee of Washington Real Estate Investment Trust. Mr. Golden also serves as a trustee of the Federal City Council. He has been a director of the Company since August 1, 2002, and previously was a director of Potomac Electric Power Company, or Pepco, from 1998 until it merged with Conectiv on August 1, 2002.
Mr. Golden’s qualifications for election to the Board include his extensive accounting and financial management experience, as well as his perspective and experience as a former Chief Executive Officer and Chief Financial Officer of Host Hotels and Resorts with responsibility for accounting, cash management, tax and corporate and project financing. In addition to his experience described above, Mr. Golden served as the Chief Financial Officer of the Oliver Carr Company, one of the largest real estate companies in the mid-Atlantic region. Mr. Golden also was national managing partner of Trammell Crow Residential Companies, one of the largest residential development companies in the United States. Mr. Golden lives, works and serves as a director for several non-profit organizations in our operating territory, and therefore has significant community ties within the region.
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| Barbara J. Krumsiek | | |||
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Ms. Krumsiek, age 63, from 2006 to March 31, 2015 was Chair of Calvert Investments, Inc. (Calvert), an investment management and research firm based in Bethesda, Maryland. Ms. Krumsiek was President and Chief Executive Officer of Calvert from 1997 to December 31, 2014, also serving as a director of Calvert sponsored mutual funds over this same period. From January 1 through March 31, 2015, Ms. Krumsiek served as Chair of the Calvert Institute, a research initiative of Calvert. During Ms. Krumsiek’s tenure as CEO, Calvert offered a range of fixed income, money market and equity mutual funds including a full family of socially responsible mutual funds. Ms. Krumsiek has been a director of the Company since May 18, 2007.
Ms. Krumsiek’s qualifications for election to the Board include her financial knowledge from an investor standpoint and her insights as a former Chief Executive Officer, including her familiarity with issues of corporate governance, compensation, risk assessment and technology. Ms. Krumsiek served as Chief Executive Officer of Calvert for 17 years, after 23 years of experience with Alliance Capital Management. In her capacity as CEO of Calvert, she oversaw all aspects of corporate operations, including strategic planning, compliance and risk management, financial management, financial statement preparation, and information technology. Ms. Krumsiek also has experience with environmental and corporate social responsibility issues. Ms. Krumsiek lives and works in our operating territory, is a former Chair of the Greater Washington Board of Trade, has been named a Senior Industry Fellow in the Women’s Leadership Institute at the McDonough School of Business at Georgetown University, serves as a director for several other non-profit organizations in our operating territory, and therefore has significant community ties within the region.
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| Lawrence C. Nussdorf | | |||
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Mr. Nussdorf, age 69, is Chairman and Chief Executive Officer of Clark Enterprises, Inc., a privately held investment and real estate company based in Bethesda, Maryland. He previously served as President and Chief Operating Officer of Clark Enterprises from 1998 to 2015. Clark Enterprises’ interests include Clark Construction Group, LLC, a general contracting company, of which Mr. Nussdorf has been Vice President and Treasurer since 1977. He served as a director of CapitalSource Inc. from March 2007 through April 2010. Since September 2010, Mr. Nussdorf has served as a director of Leidos Holdings, Inc. (formerly SAIC, Inc.), a science and technology solutions company, and has been Lead Independent Director of Leidos since June 2012. He has been a director of the Company since August 1, 2002, and previously was a director of Pepco from 2001 until it merged with Conectiv on August 1, 2002.
Mr. Nussdorf’s qualifications for election to the Board include his perspectives as a board member of two other NYSE-listed companies and as a long-serving Chief Operating Officer and former Chief Financial Officer. In addition to being the current Chairman and Chief Executive Officer of Clark Enterprises, Mr. Nussdorf served for over 30 years as Chief Financial Officer. He has been at the forefront of strategic and long- term planning, as well as all aspects of management, operations, and finance of multiple businesses, involving different asset classes. Mr. Nussdorf lives, works and serves as a director for several non-profit organizations in our operating territory and, therefore, has significant community ties within the region.
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| Patricia A. Oelrich | | |||
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Dr. Oelrich, age 62, from 2001 to 2009 was Vice President, IT Risk Management for GlaxoSmithKline Pharmaceuticals, a Global 100 public company. From 1995 to 2000, Dr. Oelrich served as Vice President, Internal Audit for GlaxoSmithKline. She was employed at Ernst & Young from 1975 to 1994, and was a partner from 1988 to 1994. Since December 2014, she has served as a board member of the Office of Finance of the Federal Home Loan Bank. She has been a director of the Company since May 21, 2010.
Dr. Oelrich’s qualifications for election to the Board include her perspectives on corporate governance, information technology, audit, compliance, and finance issues. Dr. Oelrich is a Certified Public Accountant and a Certified Information Systems Auditor. In her roles at GlaxoSmithKline, Dr. Oelrich directed internal audit activities worldwide, established GlaxoSmithKline’s IT Risk Management Program, and participated in establishing GlaxoSmithKline’s Corporate Compliance and Corporate Risk Management Oversight Programs. As a partner at Ernst & Young, Dr. Oelrich was in charge of the Chicago Office Information Systems Audit and Security practice that provided internal audit services and security consulting to highly regulated industries, including the financial services, insurance and healthcare industries. She also was lead financial audit partner on various engagements. Dr. Oelrich also holds a Ph.D. in human and organizational systems.
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| Joseph M. Rigby | | |||
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Mr. Rigby, age 59, is Chairman, President and Chief Executive Officer of the Company. He has been President and Chief Executive Officer of the Company since March 1, 2009. From March 2008 to March 2009, Mr. Rigby served as President and Chief Operating Officer of the Company and from September 2007 to March 2008, he served as Executive Vice President and Chief Operating Officer of the Company. He was Senior Vice President of the Company from August 2002 to September 2007 and Chief Financial Officer from May 2004 to September 2007. From September 2007 to March 2009, Mr. Rigby was President and Chief Executive Officer of the Company’s utility subsidiaries. He has been Chairman of the Company’s utility subsidiaries since March 1, 2009. Mr. Rigby has been a director and Chairman of the Company since May 15, 2009. Since October 10, 2014, Mr. Rigby has served as a director of Dominion Midstream GP, LLC, the general partner of Dominion Midstream Partners, LP, a publicly-traded limited partnership.
Mr. Rigby’s qualifications for election to the Board include his ability to provide unique insights as the Company’s current Chief Executive Officer, as well as his 36 years of experience with the Company, its subsidiaries and in the utility industry. Because of the various positions he has held within the Company, Mr. Rigby has broad experience across operations, finance and human resources, and with mergers and acquisitions. Mr. Rigby also lives and works in our operating territory, was previously Chairman of the Greater Washington Board of Trade and of the United Way of the National Capital Area and currently serves as a member of the Board of Trustees of Rutgers University and as a director for several non-profit organizations in our operating territory, and therefore has significant community ties within the region.
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| Lester P. Silverman | | |||
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Mr. Silverman, age 68, is Director Emeritus of McKinsey & Company, Inc., having retired from the international management consulting firm in 2005. Mr. Silverman joined McKinsey in 1982 and was head of the firm’s Electric Power and Natural Gas practice from 1991 to 1999. From 2000 to 2004, Mr. Silverman was the leader of McKinsey’s Global Nonprofit Practice. Previous positions included Principal Deputy Assistant Secretary for Policy and Evaluation in the U.S. Department of Energy from 1980 to 1981 and Director of Policy Analysis in the U.S. Department of the Interior from 1978 to 1980. Mr. Silverman is currently a director of Columbia Pipeline Group, Inc., a publicly traded gas midstream company, and is a trustee of and advisor to several national and Washington, D.C.-area non-profit organizations. He has been a director of the Company since May 19, 2006, and since May 2014 has served as Lead Independent Director.
Mr. Silverman’s qualifications for election to the Board include his broad experience with the energy industry and extensive experience in government and public policy. Mr. Silverman was a consultant to electric and gas utilities for 23 years and has public policy experience in the energy field. Mr. Silverman also lives, works and serves as a director for several non-profit organizations in our operating territory, and therefore has significant community ties within the region.
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Type of Relationship(1)
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| |
Description of Relationship
|
|
Employee or executive officer of PHI(2) | | | ➢ A director who is, or has been within the last three years, an employee of PHI OR ➢ An immediate family member of a director who is, or has been within the last three years, an executive officer of PHI(3) |
|
Receipt of direct compensation from PHI(2) | | | Receipt by the director or an immediate family member, during any 12-month period within the last three years, of more than $120,000 in direct compensation from PHI, other than director and committee fees and pension benefits or other forms of deferred compensation for prior service (provided pension benefits or deferred compensation are not contingent in any way on continued service) | |
Receipt of indirect compensation from PHI(2) | | |
Another company has made payments to, or received payments from, PHI for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of the other company’s consolidated gross revenues
AND
The other company is a “related entity,” which means that:
➢
a PHI director is a current employee of the other company OR
➢
an immediate family member of the PHI director is a current executive officer of the other company(4)
|
|
Relationships with external or internal auditor(2) | | |
Any of the following relationships exist:
➢
the director is a current partner or employee of PHI’s internal or external auditor
➢
the director has an immediate family member who is a current partner of the internal or external auditor
➢
the director has an immediate family member who (a) is a current employee of the internal or external auditor and (b) personally works on the Company’s audit
➢
the director or an immediate family member of the director was, within the last three years, (a) a partner or employee of the internal or external auditor and (b) personally worked on the Company’s audit within that time
|
|
Compensation committee interlocks(2) | | | The director or an immediate family member of the director is, or has been within the last three years, employed as an executive officer of another company where any of PHI’s present executive officers at the same time serves or served on that other company’s compensation committee. | |
Relationships attributable to independence of Audit Committee members |
| |
A director who is a member of the Audit Committee may not accept directly or indirectly any consulting, advisory, or other compensatory fee from PHI or any subsidiary (other than fees for service as a director), provided that, unless the rules of the NYSE provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service (provided that such compensation is not contingent in any way on continued service).(5)
A director who is an “affiliated person” of PHI or any subsidiary (other than in his or her capacity as a member of the Board or a Board committee) as defined by the SEC shall not be considered independent for purposes of Audit Committee membership. For purposes of this test only, a director who beneficially owns more than 3% of PHI’s common stock will be considered to be an “affiliated person.”
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Process Steps
|
| |
Description
|
|
Prepare list of potential candidates | | |
•
The Nominating Committee develops and maintains a list of potential candidates for Board membership.
•
Potential candidates are recommended by Nominating Committee members and other Board members.
|
|
Review of attributes, skill sets and other criteria | | |
•
The Nominating Committee annually reviews attributes, skill sets and other qualifications for potential candidates.
•
Modifications to these qualifications may be made from time to time based upon assessment of the needs of the Board and the skill sets required to meet those needs.
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Review of candidates | | |
•
All potential candidates are reviewed against current attributes, skill sets and other qualifications established by the Board to determine suitability for Board membership.
•
Suitable candidates receive a more detailed review performed through examination of publicly available information, including:
◦
compliance with applicable director independence standards;
◦
the number of other boards on which the candidate already serves;
◦
the possible applicability of restrictions on director interlocks or other requirements or prohibitions imposed by applicable laws or regulations;
◦
proxy disclosure requirements; and
◦
actual, potential or perceived conflicts of interest or other issues.
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Prioritization of candidates
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| |
•
The Nominating Committee annually determines whether to remove any candidate from consideration as a result of the detailed review.
•
As needed, remaining candidates are prioritized by the Nominating Committee for recommendation to, and final determination by, the Board prior to direct discussion with any candidate.
|
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Candidate contact and nomination | | |
•
Following the Board’s determination of a priority-ranked list of approved potential candidates, the Chairman of the Nominating Committee or, at his or her discretion, one or more other members of the Board, will contact and interview the potential candidates in order of their priority.
•
When a potential candidate indicates his or her willingness to accept nomination to the Board, no further candidates will be contacted.
•
Subject to a final review of eligibility under PHI’s policies and applicable laws and regulations using information supplied directly by the candidate, the candidate will then be nominated for election or appointment.
|
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Name
|
| | Fees Earned or Paid in Cash ($)(1) |
| | Stock Awards ($)(2)(3) |
| | Total ($) |
| |||||||||
Paul M. Barbas | | | | | 104,000 | | | | | | 65,000 | | | | | | 169,000 | | |
Jack B. Dunn, IV | | | | | 112,264 | | | | | | 65,000 | | | | | | 177,264 | | |
H. Russell Frisby, Jr. | | | | | 94,000 | | | | | | 65,000 | | | | | | 159,000 | | |
Terence C. Golden | | | | | 102,000 | | | | | | 65,000 | | | | | | 167,000 | | |
Patrick T. Harker | | | | | 116,000 | | | | | | 65,000 | | | | | | 181,000 | | |
Frank O. Heintz(4) | | | | | 74,500 | | | | | | — | | | | | | 74,500 | | |
Barbara J. Krumsiek | | | | | 106,264 | | | | | | 65,000 | | | | | | 171,264 | | |
George F. MacCormack(4) | | | | | 56,000 | | | | | | — | | | | | | 56,000 | | |
Lawrence C. Nussdorf | | | | | 98,000 | | | | | | 65,000 | | | | | | 163,000 | | |
Patricia A. Oelrich | | | | | 112,000 | | | | | | 65,000 | | | | | | 177,000 | | |
Frank K. Ross(4) | | | | | 57,000 | | | | | | — | | | | | | 57,000 | | |
Pauline A. Schneider(4) | | | | | 45,000 | | | | | | — | | | | | | 45,000 | | |
Lester P. Silverman | | | | | 133,659 | | | | | | 65,000 | | | | | | 198,659 | | |
| | | Compensation Deferred Under the PHI Deferred Compensation Plan |
| |||||||||
Name
|
| | PHI Phantom Share Account ($) |
| | Interest Rate/Investment Fund Accounts ($) |
| ||||||
Terence C. Golden | | | | | 52,000 | | | | | | — | | |
Barbara J. Krumsiek | | | | | — | | | | | | 50,000 | | |
George F. MacCormack | | | | | — | | | | | | 56,000 | | |
Pauline A. Schneider | | | | | 12,500 | | | | | | 12,500 | | |
| | |
Phantom Shares Credited (#)
|
| |||||||||
Name
|
| | As of December 31, 2014 |
| | As of September 30, 2015 |
| ||||||
Terence C. Golden | | | | | 7,470 | | | | | | 7,702 | | |
Barbara J. Krumsiek | | | | | 21,233 | | | | | | 21,893 | | |
George F. MacCormack | | | | | 6,531 | | | | | | 6,385 | | |
Lawrence C. Nussdorf | | | | | 4,898 | | | | | | 5,050 | | |
Pauline A. Schneider | | | | | 13,698 | | | | | | 10,593 | | |
Lester P. Silverman | | | | | 27,909 | | | | | | 28,777 | | |
Name
|
| | Outstanding Stock Awards Held as of December 31, 2014 |
| |||
Paul M. Barbas | | | | | 2,419 | | |
Jack B. Dunn, IV | | | | | 2,419 | | |
H. Russell Frisby, Jr. | | | | | 5,640 | | |
Terence C. Golden | | | | | 9,671 | | |
Patrick T. Harker | | | | | 5,640 | | |
Frank O. Heintz | | | | | — | | |
Barbara J. Krumsiek | | | | | 5,640 | | |
George F. MacCormack | | | | | — | | |
Lawrence C. Nussdorf | | | | | 9,671 | | |
Patricia A. Oelrich | | | | | 2,419 | | |
Frank K. Ross | | | | | 7,251 | | |
Pauline A. Schneider | | | | | 7,251 | | |
Lester P. Silverman | | | | | 2,419 | | |
Name
|
| |
Title
|
|
Joseph M. Rigby | | | the Company’s Chairman, President and Chief Executive Officer | |
Frederick J. Boyle | | | the Company’s Senior Vice President and Chief Financial Officer | |
David M. Velazquez | | | the Company’s Executive Vice President | |
Kevin C. Fitzgerald | | | the Company’s Executive Vice President and General Counsel | |
John U. Huffman | | | the President and Chief Executive Officer of Pepco Energy Services, Inc., our wholly owned subsidiary | |
|
Alliant Energy Corporation
|
| | Great Plains Energy Incorporated | | |
Public Service Enterprise Group
|
|
| Ameren Corporation | | | Northeast Utilities | | | SCANA Corporation | |
| CenterPoint Energy, Inc. | | | OGE Energy Corp. | | | TECO Energy, Inc. | |
| CMS Energy Corporation | | |
Pinnacle West Capital Corporation
|
| | Westar Energy, Inc. | |
|
Consolidated Edison, Inc.
|
| |
Portland General Electric Company
|
| |
Wisconsin Energy Corporation
|
|
| DTE Energy Company | | | PPL Corporation | | | Xcel Energy Inc. | |
|
|
| |
|
|
|
|
| |
|
|
Name
|
| | 2015 Base Salary Level |
| | 2014 Base Salary Level |
| | 2013 Base Salary Level |
| |||||||||
Joseph M. Rigby | | | | $ | 1,015,000 | | | | | $ | 1,015,000 | | | | | $ | 1,015,000 | | |
Frederick J. Boyle | | | | | 515,000 | | | | | | 500,000 | | | | | | 470,000 | | |
David M. Velazquez | | | | | 549,000 | | | | | | 534,000 | | | | | | 518,000 | | |
Kevin C. Fitzgerald | | | | | 563,000 | | | | | | 550,000 | | | | | | 550,000 | | |
John U. Huffman | | | | | 398,000 | | | | | | 388,000 | | | | | | 383,000 | | |
Name
|
| | Target Award Opportunity as a Percentage of Annual Base Salary (%) |
| |||
Joseph M. Rigby | | | | | 100 | | |
Frederick J. Boyle | | | | | 60 | | |
David M. Velazquez | | | | | 60 | | |
Kevin C. Fitzgerald | | | | | 60 | | |
John U. Huffman | | | | | 60 | | |
2014 EICP Financial Performance Criteria |
| |
Description/Definition
|
| |
Purpose
|
| | Applicable NEO(s) |
|
PHI adjusted earnings per share (EPS) or Utility adjusted EPS or Pepco Energy Services adjusted EPS |
| |
Adjusted EPS is based on PHI consolidated net income (or the consolidated net income from our utility subsidiaries, or Pepco Energy Services), after adjustments, divided by the diluted weighted average shares outstanding.
Achieving at least the threshold target for adjusted EPS is required for an EICP award to be earned.
|
| | This goal rewards the executive for financial performance of PHI, our utility subsidiaries or Pepco Energy Services. | | |
•
PHI adjusted EPS for Messrs. Rigby, Boyle and Fitzgerald
•
Utility adjusted EPS for Mr. Velazquez
•
Pepco Energy Services adjusted EPS for Mr. Huffman
|
|
2014 EICP Financial Performance Criteria |
| |
Description/Definition
|
| |
Purpose
|
| | Applicable NEO(s) |
|
Power Delivery operation and maintenance (O&M) expenses, as compared to budget | | | Measures the amount of transmission and distribution O&M expenses in our Power Delivery segment, excluding accruals for PHI’s cash incentive programs. | | | Our ability to keep the amount of our O&M expenditures below budget is one way we evaluate the financial performance of our Power Delivery operations. The level of O&M expenditures directly impacts our level of earnings, and thus maintaining O&M spending within budgeted amounts helps contribute to the achievement of our earnings goals. | | | Mr. Velazquez | |
Core capital expenditures, as compared to budget | | | Measures our capital expenditures, excluding expenditures on long-term, multi-year projects which are managed on a total cost basis. | | | The use of prudently deployed and controlled capital expenditures is an important way for our utilities to achieve improved reliability, connect new customers and replace aging infrastructure. Completion of capital improvements within budgeted amounts is critical to our financial and operating performance. | | | Mr. Velazquez | |
Gross margin value of new energy services construction (ESCO) contracts signed | | |
Means the gross margin value of energy efficiency and combined heat and power contracts signed during 2014. For O&M contracts, gross margin beyond 2018 has been excluded as it is beyond a five-year planning horizon.
The gross margin value of new ESCO contracts signed during 2014 reflects the amount of gross profit we expect to earn from these contracts.
|
| | We use this metric to assess the strength of our ESCO business development efforts during the year. | | | Mr. Huffman | |
Gross margin percentage from energy efficiency construction contracts | | | Means the gross margin percentage of energy efficiency construction contracts in place in 2014. Gross margin percentage is calculated by dividing the gross margin by the total revenues generated by these contracts. | | | We use this metric to measure whether Pepco Energy Services is achieving the expected profitability of its energy efficiency construction contracts. | | | Mr. Huffman | |
Contracted revenue for underground transmission and distribution construction and maintenance contracts signed during 2014 | | | Means the total amount of contracted revenue under these contracts. | | | We use this metric to track the amount of new contract activity that this business has generated during the year. | | | Mr. Huffman | |
Net loss from Pepco Energy Services generating facilities | | | Means net loss recognized in 2014 from the previously announced decommissioning of two Pepco Energy Services generating plants, including salvage credits. | | | We use this metric to assess the effectiveness of the generating facility decommissioning plan. | | | Mr. Huffman | |
2014 EICP Operational Performance Criteria |
| |
Description/Definition
|
| |
Purpose
|
| | Applicable NEO(s) |
|
Residential utility customer satisfaction | | | Overall customer satisfaction during 2014 is measured quarterly by Market Strategies International, an independent market research firm (MSI), using a statistically significant, industry standard methodology. | | | Public service commissions formulate decisions regarding our base rate cases based upon, in significant part, the views expressed by our customers about our utilities. | | | Mr. Rigby Mr. Boyle Mr. Velazquez Mr. Fitzgerald |
|
2014 EICP Operational Performance Criteria |
| |
Description/Definition
|
| |
Purpose
|
| | Applicable NEO(s) |
|
Compliance | | | We measure the compliance goal with respect to specific elements of our compliance with standards of the North American Electric Reliability Corporation (NERC), which is responsible for ensuring the reliability of the bulk power system. | | | The Federal Energy Regulatory Commission (FERC), which determines the return on equity on transmission assets that we own, considers NERC compliance in making this determination. Furthermore, since NERC is charged with overseeing the reliability of the bulk power system, compliance with NERC’s requirements is an important part of PHI’s efforts to maintain and protect that system. | | | Mr. Velazquez | |
On-time ESCO project completion rate | | | Means the percentage of energy efficiency and combined heat and power contracts projects completed during 2014 on schedule, which is defined as being 99% complete and with all punchlist items completed. | | | We use this as an efficiency metric to measure the ability of Pepco Energy Services to complete its projects on a timely basis. | | | Mr. Huffman | |
SAIDI and SAIFI | | |
SAIDI stands for “system average interruption duration index,” and it measures the amount of time our average electricity customer is without service over a specified period of time.
SAIFI stands for “system average interruption frequency index,” and it measures the number of sustained outages the average electricity customer has experienced over a specified period of time.
Transmission and distribution system reliability performance targets are set internally based on mandated requirements in our various service territories as well as recent historical performance.
|
| | SAIDI and SAIFI are objective, quantifiable metrics used by our public service commissions to measure the reliability of the distribution system. These metrics are part of the mandated reliability standards against which our utilities are measured by applicable public service commissions in our electric distribution base rate cases. | | | Mr. Rigby Mr. Boyle Mr. Velazquez Mr. Fitzgerald |
|
Safety | | | This goal measures the number or rate of “recordable injuries” (as defined by the Occupational Safety and Health Administration (OSHA)) in the calendar year, and preventable fleet accidents, which refer to accidents involving our vehicles which could have been avoided if the driver had acted in a reasonably expected manner. For this goal to be achieved, there can be no fatalities during the year. | | | Safety is one of our core values. Being safe in everything we do ensures the protection of our employees, contractors, vendors and customers, as well as the communities in which we serve. | | | All | |
Diversity | | |
This goal seeks to support our inclusive and diverse workplace. For Corporate and Power Delivery, this goal measures PHI’s progress in diversity in employee hiring and promotions for the most recent year as well as participation by employees in various diversity activities throughout the year.
For Pepco Energy Services, achievement of the diversity goal is determined by the percentage of Pepco Energy Services employees (except for employees in its underground transmission and distribution business) who participated in three or more diversity activities during 2014.
|
| | Diversity is one of our core values. We believe that a diverse workforce allows us to operate more effectively and directly contributes to our financial performance. | | | All | |
| | | Performance Goals (% of Target Award Earned) |
| | | | | | | |||||||||||||||
PHI Corporate 2014 EICP Performance Criteria
|
| | Threshold (50%) |
| | Target (100%) |
| | Maximum (150%) |
| | Weight (%) |
| ||||||||||||
PHI adjusted EPS(1) | | | | $ | 1.12 | | | | | $ | 1.20 | | | | | $ | 1.27 | | | | | | 50.0 | | |
Residential utility customer satisfaction | | | | | 73% | | | | | | 75% | | | | | | 77% | | | | | | 10.0 | | |
System reliability: | | | | | | | | | | | | | | | | | | | | | | | | | |
SAIDI
|
| | | | 164 | | | | | | 141 | | | | | | 134 | | | | | | 12.5 | | |
SAIFI
|
| | | | 1.47 | | | | | | 1.29 | | | | | | 1.23 | | | | | | 12.5 | | |
Safety(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
Power Delivery OSHA recordable injuries
|
| | | | 58 | | | | | | 50 | | | | | | 43 | | | | | | 2.5 | | |
Power Delivery OSHA preventable fleet accidents
|
| | | | 56 | | | | | | 47 | | | | | | 40 | | | | | | 2.5 | | |
Pepco Energy Services OSHA recordable injury incident rate and preventable fleet accident incident rate
|
| | | | 3.0 | | | | | | 2.0 | | | | | | 1.3 | | | | | | 2.5 | | |
Pepco Energy Services OSHA preventable fleet accident incident rate
|
| | | | 6.0 | | | | | | 4.5 | | | | | | 2.5 | | | | | | 2.5 | | |
Diversity | | | | | 85% | | | | | | 95% | | | | | | 98% | | | | | | 5.0 | | |
| | | Performance Goals (% of Target Award Earned) |
| |
Weight
(%) |
| ||||||||||||||||||
Power Delivery 2014 EICP Performance Criteria
|
| | Threshold (50%) |
| | Target (100%) |
| | Maximum (150%) |
| |||||||||||||||
Utility adjusted EPS(1) | | | | $ | 1.12 | | | | | $ | 1.20 | | | | | $ | 1.27 | | | | | | 20 | | |
Power Delivery O&M expenses, in millions | | | | $ | 895.9 | | | | | $ | 878.3 | | | | | $ | 860.7 | | | | | | 10 | | |
Core capital expenditures, in millions | | | | $ | 1,247.1 | | | | | $ | 1,187.7 | | | | | $ | 1,068.9 | | | | | | 10 | | |
Compliance | | | | | 80% | | | | | | 90% | | | | | | 100% | | | | | | 5 | | |
Residential utility customer satisfaction | | | | | 73% | | | | | | 75% | | | | | | 77% | | | | | | 10 | | |
System reliability: | | | | | | ||||||||||||||||||||
SAIDI
|
| | | | 164 | | | | | | 141 | | | | | | 134 | | | | | | 15 | | |
SAIFI
|
| | | | 1.47 | | | | | | 1.29 | | | | | | 1.23 | | | | | | 15 | | |
Safety(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
Power Delivery OSHA recordable injuries
|
| | | | 58 | | | | | | 50 | | | | | | 43 | | | | | | 5 | | |
Power Delivery OSHA preventable fleet accidents
|
| | | | 56 | | | | | | 47 | | | | | | 40 | | | | | | 5 | | |
Diversity | | | | | 85% | | | | | | 95% | | | | | | 98% | | | | | | 5 | | |
| | | Performance Goals (% of Target Award Earned) |
| |
Weight
(%) |
| ||||||||||||||||||
Pepco Energy Services 2014 EICP Performance Criteria
|
| | Threshold (50%) |
| | Target (100%) |
| | Maximum (150%) |
| |||||||||||||||
Pepco Energy Services adjusted EPS(1) | | | | $ | 0.02 | | | | | $ | 0.03 | | | | | $ | 0.04 | | | | | | 45.0 | | |
Gross margin value of new ESCO contracts signed, in millions | | | | $ | 11.2 | | | | | $ | 14.0 | | | | | $ | 16.8 | | | | | | 12.0 | | |
On-time ESCO project completion rate | | | | | 75% | | | | | | 85% | | | | | | 91% | | | | | | 6.0 | | |
Gross margin percentage from energy efficiency construction contracts | | | | | 18% | | | | | | 20% | | | | | | 22% | | | | | | 6.0 | | |
Net loss from Pepco Energy Services’ generating facilities, in millions | | | | $ | (0.33) | | | | | $ | (0.18) | | | | | $ | (0.03) | | | | | | 9.0 | | |
Revenue from new signed underground and transmission contracts, in millions
|
| | | $ | 40.0 | | | | | $ | 50.0 | | | | | $ | 60.0 | | | | | | 12.0 | | |
Safety(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
Pepco Energy Services OSHA recordable injury incident rate
|
| | | | 3.0 | | | | | | 2.0 | | | | | | 1.3 | | | | | | 3.4 | | |
Pepco Energy Services OSHA preventable fleet accident incident rate
|
| | | | 6.0 | | | | | | 4.5 | | | | | | 2.5 | | | | | | 3.3 | | |
Diversity | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 3.3 | | |
Performance Criteria
|
| | Criteria Result |
| | Target Payout (%) |
| | Actual Payout (%) |
| |||||||||
➢ PHI adjusted EPS |
| | | $ | 1.27 | | | | | | 50.0 | | | | | | 75.0 | | |
➢
Residential utility customer satisfaction
|
| | | | 75% | | | | | | 10.0 | | | | | | 10.0 | | |
➢ SAIDI |
| | | | 108 | | | | | | 12.5 | | | | | | 18.7 | | |
➢
SAIFI
|
| | | | 1.15 | | | | | | 12.5 | | | | | | 18.7 | | |
➢ Safety/Power Delivery |
| | | | 55/42 | | | | | | 5.0 | | | | | | 5.1 | | |
➢
Safety/Pepco Energy Services
|
| | | | 1.1/4.1 | | | | | | 5.0 | | | | | | 6.6 | | |
➢ Diversity |
| | | | 97% | | | | | | 5.0 | | | | | | 6.7 | | |
Total | | | | | | | | | | | 100.0 | | | | | | 140.8 | | |
Performance Criteria
|
| | Criteria Result |
| | Target Payout (%) |
| | Actual Payout (%) |
| |||||||||
➢ Utility adjusted EPS |
| | | $ | 1.30 | | | | | | 20.0 | | | | | | 30.0 | | |
➢
Power Delivery O&M expense, in millions
|
| | | $ | 876.3 | | | | | | 10.0 | | | | | | 10.6 | | |
➢ Core capital expenditures, in millions |
| | | $ | 1,138.1 | | | | | | 10.0 | | | | | | 12.1 | | |
➢
Compliance
|
| | | | 94% | | | | | | 5.0 | | | | | | 6.0 | | |
➢ Residential utility customer satisfaction |
| | | | 75% | | | | | | 10.0 | | | | | | 10.0 | | |
➢
SAIDI
|
| | | | 108 | | | | | | 15.0 | | | | | | 22.5 | | |
➢ SAIFI |
| | | | 1.15 | | | | | | 15.0 | | | | | | 22.5 | | |
➢
OSHA recordable injuries
|
| | | | 55 | | | | | | 5.0 | | | | | | 3.4 | | |
➢ OSHA preventable fleet accidents |
| | | | 42 | | | | | | 5.0 | | | | | | 6.8 | | |
➢
Diversity
|
| | | | 97% | | | | | | 5.0 | | | | | | 6.6 | | |
Total | | | | | | | | | | | 100.0 | | | | | | 130.5 | | |
Performance Criteria
|
| | Criteria Result |
| | Target Payout (%) |
| | Actual Payout (%) |
| |||||||||
➢ Pepco Energy Services adjusted EPS |
| | | $ | 0.04 | | | | | | 45.0 | | | | | | 67.5 | | |
➢
Gross margin value of ESCO contracts signed, in millions
|
| | | $ | 8.4 | | | | | | 12.0 | | | | | | 0.0 | | |
➢ On-time ESCO project completion rate |
| | | | 80% | | | | | | 6.0 | | | | | | 4.5 | | |
➢
Gross margin percentage
from energy efficiency construction contracts
|
| | | | 19.9% | | | | | | 6.0 | | | | | | 5.9 | | |
➢ Net loss from generating facilities, in millions |
| | | $ | (1.58) | | | | | | 9.0 | | | | | | 0.0 | | |
➢
Revenue from new
signed underground and transmission contracts, in millions
|
| | | $ | 87.6 | | | | | | 12.0 | | | | | | 18.0 | | |
➢ OSHA recordable injury incident rate |
| | | | 1.1 | | | | | | 3.4 | | | | | | 5.0 | | |
➢
OSHA preventable fleet accident incident rate
|
| | | | 4.1 | | | | | | 3.3 | | | | | | 3.6 | | |
➢ Diversity |
| | | | 100% | | | | | | 3.3 | | | | | | 5.0 | | |
Total | | | | | | | | | | | 100.0 | | | | | | 109.5 | | |
Name
|
| | Target as a Percentage of Salary (%) |
| |||
Joseph M. Rigby | | | | | 250 | | |
Frederick J. Boyle | | | | | 125 | | |
David M. Velazquez | | | | | 125 | | |
Kevin C. Fitzgerald | | | | | 125 | | |
John U. Huffman | | | | | 100 | | |
Relative TSR Percentile
|
| | % of Target Award Earned |
| |||
90th or above | | | | | 200 | | |
75th | | | | | 150 | | |
50th | | | | | 100 | | |
25th | | | | | 25 | | |
Below 25th | | | | | 0 | | |
Performance Criteria
|
| |
Description/Definition
|
| |
Purpose
|
| |
Weight
(%) |
System reliability, which is composed of: | |||||||||
(1)
Achievement of state-mandated reliability standards, including SAIDI and SAIFI, vegetation management requirements and storm restoration standards, as applicable
|
| |
Transmission and distribution system reliability performance targets are set internally based on mandated requirements in our various service territories as well as on recent historical performance.
SAIDI stands for “system average interruption duration index,” and it measures the amount of time our average electricity customer is without service over a specified period of time.
SAIFI stands for “system average interruption frequency index,” and it measures the number of sustained outages the average electricity customer has experienced over a specified period of time.
|
| | State-mandated reliability standards are objective, quantifiable metrics established by our public service commissions to determine the reliability of the distribution system. | | |
10
|
Performance Criteria
|
| |
Description/Definition
|
| |
Purpose
|
| |
Weight
(%) |
(2)
Reliability enhancement plan projects
|
| | The extent to which we have successfully addressed projects comprising our reliability enhancement plan and emergency restoration improvement plan, including the completion of key reliability construction projects. The target goal is completion of 85% of these milestones as set forth in the Power Delivery Business Plan. | | | We must deliver power reliably to our customers. The projects outlined in our reliability enhancement plan and emergency restoration improvement plan are intended to increase substantially the reliability of the distribution system. | | |
10
|
Residential utility customer satisfaction | | | Overall customer satisfaction during 2014 is measured quarterly using a statistically significant, industry standard methodology developed by MSI. Target goal is 75%. | | | Public service commissions formulate decisions regarding our base rate cases based upon, in significant part, the views expressed by our customers regarding our utilities’ reliability. | | |
15
|
Relative TSR | | | Achievement of relative TSR at the median of the LTIP peer group for the award’s performance period. | | | Relative TSR measures the alignment of our stock price performance to that of our peer group. | | |
50
|
PHI adjusted EPS | | |
Adjusted EPS is based on PHI consolidated net income, after adjustments, divided by the diluted weighted average shares outstanding.
This component requires achievement of at least the mid-point of our initial adjusted EPS guidance range.
|
| | This goal rewards Mr. Rigby for financial performance that exceeded the mid-point of our initial publicly-stated earnings guidance. | | |
15
|
Performance Criteria |
| |
Determination
|
| | Outcome (%) |
|
Reliability of electric service to customers | | |
Goal substantially met, as measured by our achievement of state-mandated SAIDI and SAIFI reliability standards and four out of five jurisdictional reliability standards.
Reliability enhancement plan projects and key reliability construction projects were 85.9% complete, meeting the target goal of 85%.
|
| |
18
|
|
Residential utility customer satisfaction | | | Met 75% target, based on the results of third-party customer surveys. | | |
15
|
|
Relative TSR | | | Met target, based on PHI’s top ranking among the members of the 2014 Utility Peer Group in relative TSR for the award’s performance period. | | |
50
|
|
PHI adjusted EPS | | | Adjusted EPS of $1.27 exceeded the mid-point of our initial adjusted EPS guidance range. | | |
15
|
|
| | | Total | | |
98
|
|
Performance Criteria
|
| |
Description/Definition
|
| |
Purpose
|
| | Weight (%) |
|
System reliability, which is composed of: | | |||||||||
(1)
Achievement of state-mandated reliability standards, including SAIDI and SAIFI, vegetation management requirements and storm restoration standards, as applicable
|
| | Transmission and distribution system reliability performance targets are set internally based on mandated requirements in our various service territories as well as on recent historical performance. | | | State-mandated reliability standards are objective, quantifiable metrics established by our public service commissions to determine the reliability of the distribution system. | | |
5
|
|
(2)
Reliability enhancement plan projects
|
| | The extent to which we have successfully addressed projects comprising our reliability enhancement plan and emergency restoration improvement plan, including the completion of key reliability construction projects. The target goal is completion of 85% of these milestones as set forth in the Power Delivery Business Plan. | | | We must deliver power reliably to our customers. The projects outlined in our reliability enhancement plan and emergency restoration improvement plan are intended to increase substantially the reliability of the distribution system. | | |
5
|
|
Performance Criteria
|
| |
Description/Definition
|
| |
Purpose
|
| | Weight (%) |
|
Residential utility customer satisfaction | | | Overall customer satisfaction during 2014 is measured quarterly using a statistically significant, industry standard methodology developed by MSI. Target goal is 75%. | | | Public service commissions formulate decisions regarding our base rate cases based upon, in significant part, the views expressed by our customers regarding our utilities’ reliability. | | |
10
|
|
Successfully leading Utility 2.0 efforts
|
| | “Utility 2.0” is generally used to refer to a future state of generation or transmission and distribution infrastructure which requires a road map for a paradigm shift in PHI’s utility business model in order to deliver value to customers and investors. As used in this goal, Utility 2.0 may refer to one or more specific components of this road map as being developed by PHI. | | | To incentivize the advancement of a key long-term corporate strategic objective which would, when commercialized, enhance stockholder value and benefit customers. | | |
|
|
(1)
Stakeholder engagement efforts
|
| |
Completion of the following stakeholder engagement efforts:
➢
Delivery of briefings to public service commissions in all PHI jurisdictions
➢
Have a PHI representative deliver a Utility 2.0 presentation to at least one conference of the National Association of Regulatory Utility Commissioners held in 2014
➢
Deliver or participate in update briefings with key elected officials in each service territory on Utility 2.0 initiatives.
|
| | | | |
15
|
|
(2)
Assessment of Utility 2.0 product or service
|
| | Identify and assess one Utility 2.0 product or service offering and submit a written report to PHI’s Executive Leadership Team for approval. | | | | | |
5
|
|
(3)
Product/business development plan
|
| | Develop a written product or business development plan for one Utility 2.0 product or service identified and approved by the Executive Leadership Team, and submit to the Finance Committee and the Board. | | | | | |
5
|
|
(4)
Preparation of required regulatory filings
|
| | Prepare and submit required filings related to Utility 2.0 product or service identified and approved by the CEO in applicable jurisdictions. | | | | | |
10
|
|
Roll-out of PHI cultural initiative | | | Contribute to the roll-out of Energize Results, PHI’s cultural initiative. | | | | | |
15
|
|
PHI adjusted EPS | | |
Adjusted EPS is based on PHI consolidated net income, after adjustments, divided by the diluted weighted average shares outstanding.
This component requires achievement of our initial adjusted EPS guidance range.
|
| | This goal rewards Mr. Fitzgerald for financial performance that exceeded the mid-point of our initial publicly-stated earnings guidance. | | |
30
|
|
Performance Criteria |
| |
Determination
|
| | Outcome (%) |
|
Achievement of state-mandated reliability standards | | | Goal met, as measured by our achievement of state-mandated SAIDI and SAIFI reliability standards and four out of five jurisdictional reliability standards. | | |
4
|
|
Reliability enhancement plan projects | | | Results were 85.9% complete, meeting the target goal of 85%. | | |
5
|
|
Residential utility customer satisfaction | | | Met the target goal of 75%. | | |
10
|
|
Utility 2.0 stakeholder engagement efforts | | | Deemed satisfied as a result of entering into the Merger Agreement. | | |
15
|
|
Assessment of Utility 2.0 product or service | | | Deemed satisfied as a result of entering into the Merger Agreement. | | |
5
|
|
Utility 2.0 business development plan | | | Deemed satisfied as a result of entering into the Merger Agreement. | | |
5
|
|
Preparation of required regulatory filings for Utility 2.0 product or service | | | Deemed satisfied as a result of entering into the Merger Agreement. | | |
10
|
|
Roll-out of PHI cultural initiative | | | All cultural initiative goals with respect to legal group employee training and certification and employee engagement improvement survey results were met. | | |
15
|
|
PHI adjusted EPS
|
| | Adjusted EPS of $1.27 exceeded the mid-point of our initial adjusted EPS guidance range. | | |
30
|
|
| | | Total | | |
99
|
|
Officer Level
|
| | Multiple of Base Salary (#) |
|
Chief Executive Officer | | |
5 times
|
|
Executive Vice President | | |
3 times
|
|
Senior Vice President | | |
2 times
|
|
Vice President | | |
1 times
|
|
Name and Principal Position
|
| |
Year
|
| | Salary ($) |
| | Bonus ($) |
| | Stock Awards ($)(1) |
| | Non-Equity Incentive Plan Compensation ($)(2) |
| | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) |
| | All Other Compensation ($)(4) |
| | Total Compensation ($) |
| ||||||||||||||||||||||||
Joseph M. Rigby
Chairman, President and Chief Executive Officer |
| | | | 2014 | | | | | | 1,015,000 | | | | | | — | | | | | | 8,124,283 | | | | | | 1,429,120 | | | | | | 4,431,201 | | | | | | 438,378 | | | | | | 15,437,982 | | |
| | | 2013 | | | | | | 1,015,000 | | | | | | — | | | | | | 3,028,633 | | | | | | 329,875 | | | | | | 2,543,035 | | | | | | 310,603 | | | | | | 7,227,146 | | | ||
| | | 2012 | | | | | | 985,000 | | | | | | — | | | | | | 4,582,528 | | | | | | 1,191,850 | | | | | | 4,234,725 | | | | | | 204,737 | | | | | | 11,198,840 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Frederick J. Boyle
Senior Vice President and Chief Financial Officer(5) |
| | | | 2014 | | | | | | 500,000 | | | | | | — | | | | | | 613,757 | | | | | | 422,400 | | | | | | 124,809 | | | | | | 69,402 | | | | | | 1,730,368 | | |
| | | 2013 | | | | | | 470,000 | | | | | | — | | | | | | 536,895 | | | | | | 91,650 | | | | | | 105,734 | | | | | | 64,941 | | | | | | 1,269,220 | | | ||
| | | 2012 | | | | | | 320,984 | | | | | | 40,000 | | | | | | 505,694 | | | | | | 233,034 | | | | | | 28,159 | | | | | | 144,402 | | | | | | 1,272,273 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David M. Velazquez
Executive Vice President |
| | | | 2014 | | | | | | 534,000 | | | | | | — | | | | | | 655,500 | | | | | | 418,122 | | | | | | 1,151,742 | | | | | | 88,519 | | | | | | 2,847,883 | | |
| | | 2013 | | | | | | 518,000 | | | | | | — | | | | | | 591,713 | | | | | | 96,659 | | | | | | 300,173 | | | | | | 79,061 | | | | | | 1,585,606 | | | ||
| | | 2012 | | | | | | 503,000 | | | | | | 100,000 | | | | | | 640,472 | | | | | | 316,890 | | | | | | 1,260,208 | | | | | | 82,101 | | | | | | 2,902,671 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kevin C. Fitzgerald
Executive Vice President and General Counsel(6) |
| | | | 2014 | | | | | | 550,000 | | | | | | — | | | | | | 842,074 | | | | | | 464,640 | | | | | | 113,521 | | | | | | 116,229 | | | | | | 2,086,464 | | |
| | | 2013 | | | | | | 550,000 | | | | | | 15,000 | | | | | | 791,197 | | | | | | 107,250 | | | | | | 73,239 | | | | | | 81,376 | | | | | | 1,618,062 | | | ||
| | | 2012 | | | | | | 159,280 | | | | | | — | | | | | | 1,176,383 | | | | | | 115,645 | | | | | | 4,276 | | | | | | 16,593 | | | | | | 1,472,177 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
John U. Huffman
President and Chief Executive Officer, Pepco Energy Services |
| | | | 2014 | | | | | | 388,000 | | | | | | — | | | | | | 381,003 | | | | | | 254,916 | | | | | | 214,284 | | | | | | 70,800 | | | | | | 1,309,003 | | |
| | | 2013 | | | | | | 383,000 | | | | | | — | | | | | | 349,999 | | | | | | 76,064 | | | | | | 8,248 | | | | | | 69,299 | | | | | | 886,610 | | | ||
| | | 2012 | | | | | | 383,000 | | | | | | — | | | | | | 390,145 | | | | | | 159,941 | | | | | | — | | | | | | 67,785 | | | | | | 1,000,871 | | |
| | | Grant Date Fair Value (Maximum Level) of Performance-Based Awards Granted In: |
| |||||||||||||||
Name
|
| |
2014
|
| |
2013
|
| |
2012
|
| |||||||||
Joseph M. Rigby | | | | $ | 3,292,278 | | | | | $ | 2,946,165 | | | | | $ | 3,407,661 | | |
Frederick J. Boyle | | | | | 810,881 | | | | | | 682,107 | | | | | | 697,692 | | |
David M. Velazquez | | | | | 866,016 | | | | | | 751,778 | | | | | | 870,075 | | |
Kevin C. Fitzgerald | | | | | 891,980 | | | | | | 798,225 | | | | | | 725,643 | | |
John U. Huffman | | | | | 503,375 | | | | | | 444,670 | | | | | | 530,023 | | |
Name
|
| | Value of Dividends and Dividend Equivalents on Stock-Based Awards ($)(a) |
| | Company- Paid Premiums on Term Life Insurance ($) |
| | Company Matching Contributions Under 401(k) Plan ($) |
| | Company Matching Contributions on Deferred Compensation ($) |
| | Perquisites and Other Personal Benefits ($)(b) |
| | Total ($) |
| ||||||||||||||||||
Joseph M. Rigby | | | | | 354,182 | | | | | | 2,351 | | | | | | 13,591 | | | | | | 30,580 | | | | | | 37,674 | | | | | | 438,378 | | |
Frederick J. Boyle | | | | | 34,119 | | | | | | 1,158 | | | | | | 11,700 | | | | | | 5,725 | | | | | | 16,700 | | | | | | 69,402 | | |
David M. Velazquez | | | | | 38,477 | | | | | | 1,237 | | | | | | 11,700 | | | | | | 8,130 | | | | | | 28,975 | | | | | | 88,519 | | |
Kevin C. Fitzgerald | | | | | 60,910 | | | | | | 1,274 | | | | | | 11,700 | | | | | | 8,806 | | | | | | 33,539 | | | | | | 116,229 | | |
John U. Huffman | | | | | 22,850 | | | | | | 899 | | | | | | 11,700 | | | | | | 2,536 | | | | | | 32,815 | | | | | | 70,800 | | |
Name
|
| | Automobile Allowance ($)* |
| | Parking ($) |
| | Tax Preparation Fee ($) |
| | Financial Planning Fee ($) |
| | Executive Physical Fee ($) |
| | Club Dues ($) |
| | Spousal Travel ($) |
| | Total ($) |
| ||||||||||||||||||||||||
Joseph M. Rigby | | | | | 11,700 | | | | | | 2,400 | | | | | | 2,600 | | | | | | 11,475 | | | | | | 800 | | | | | | 5,644 | | | | | | 3,055 | | | | | | 37,674 | | |
Frederick J. Boyle | | | | | 11,700 | | | | | | 2,400 | | | | | | 2,600 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,700 | | |
David M. Velazquez | | | | | 11,700 | | | | | | 2,400 | | | | | | 2,600 | | | | | | 11,475 | | | | | | 800 | | | | | | — | | | | | | — | | | | | | 28,975 | | |
Kevin C. Fitzgerald | | | | | 11,700 | | | | | | 2,400 | | | | | | 2,600 | | | | | | 11,475 | | | | | | — | | | | | | 3,100 | | | | | | 2,264 | | | | | | 33,539 | | |
John U. Huffman | | | | | 11,700 | | | | | | 6,240 | | | | | | 2,600 | | | | | | 11,475 | | | | | | 800 | | | | | | — | | | | | | — | | | | | | 32,815 | | |
| | |
2014 Realized Pay
|
| | | |||||||||||||||||||||||||||||||||||||
Name
|
| | Base Salary and EICP Awards ($) |
| | Vested LTIP Restricted Stock and RSU Awards ($) |
| | Vested LTIP Performance- Based RSU Awards ($) |
| | Perquisites and Other Personal Benefits Included on W-2 ($) |
| | Total Realized Pay ($) |
| | 2014 Total Compensation Reported in Summary Compensation Table ($) |
| | Realized Pay as a Percentage of 2014 Reported Pay (%) |
| |||||||||||||||||||||
Joseph M. Rigby | | | | | 2,444,120 | | | | | | 5,621,726 | | | | | | 3,568,048 | | | | | | 59,410 | | | | | | 11,693,304 | | | | | | 15,437,982 | | | | | | 75.7 | | |
Frederick J. Boyle | | | | | 922,400 | | | | | | 262,780 | | | | | | 720,167 | | | | | | 20,025 | | | | | | 1,925,372 | | | | | | 1,730,368 | | | | | | 111.3 | | |
David M. Velazquez | | | | | 952,122 | | | | | | 568,005 | | | | | | 911,101 | | | | | | 33,905 | | | | | | 2,465,133 | | | | | | 2,847,883 | | | | | | 86.6 | | |
Kevin C. Fitzgerald | | | | | 1,014,640 | | | | | | 265,913 | | | | | | 728,271 | | | | | | 36,845 | | | | | | 2,045,669 | | | | | | 2,086,464 | | | | | | 98.0 | | |
John U. Huffman | | | | | 642,916 | | | | | | 344,591 | | | | | | 554,974 | | | | | | 31,671 | | | | | | 1,574,152 | | | | | | 1,309,003 | | | | | | 120.3 | | |
Provision of Employment Extension Agreement
|
| |
Description
|
|
Annual salary | | | Fixed at $1,015,000, which was the same as Mr. Rigby’s base salary for 2014 under the terms of the Original Employment Agreement. | |
Restricted stock awards | | |
Mr. Rigby received two awards of restricted stock under the 2012 LTIP, as follows:
➢
73,394 shares of fully-vested restricted stock (36,110 shares after withholding of shares for taxes), which, during the term of the Employment Extension Agreement, may not be sold or otherwise transferred except to satisfy his tax withholding obligations.
➢
110,092 shares of unvested restricted stock (54,165 shares after withholding of shares for taxes), which vest in full on the last day of the Employment Extension Period or if, prior to that date, Mr. Rigby’s employment is terminated by us without “cause,” by Mr. Rigby for “good reason” (each as defined in the Original Employment Agreement), or as a result of Mr. Rigby’s disability or death.
|
|
Retirement and other benefit plans | | | Mr. Rigby will participate, in a manner similar to other senior executives, in retirement plans, fringe benefit plans, supplemental benefit plans and other plans and programs (including insurance coverage) provided by us for our executives or employees, except that under the Original Employment Agreement, Mr. Rigby was granted an annual minimum annuity benefit under the 2011 SERP in an amount equal to 1.65% of his five-year average base pay and bonus multiplied by years of service as determined under the PHI Sub-Plan (for all other executives, the 2011 SERP provides for an annual benefit equal to 1.45% of the five-year average base pay and bonus multiplied by years of service). | |
Provisions with respect to termination of employment during Employment Extension Period | | |
See “— Executive Compensation — Termination of Employment and Change in Control Benefits — Employment Extension Agreement” for a description of various benefits that Mr. Rigby may be entitled to receive under the Employment Extension Agreement in connection with the termination of his employment.
Mr. Rigby is subject to a three-year post-termination non-competition covenant and two-year post-termination non-solicitation and non-hiring covenants with respect to any person who is serving as our executive officer at the time of the solicitation.
|
|
Performance cash bonus | | | Mr. Rigby will be eligible to receive a cash award in an amount up to $1,500,000 as determined in the sole discretion of the Board based upon the recommendation of the Compensation Committee. The amount of the award will be based on an evaluation of Mr. Rigby’s performance during the Employment Extension Period and will be subject to his continued employment until the expiration of that period and his execution of a release of claims in favor of the Company. | |
Change in control benefit | | | Mr. Rigby is not entitled to any cash severance under the Employment Extension Agreement or any other Company agreement or plan. | |
Clawback provisions | | | The Employment Extension Agreement includes provisions intended to satisfy the compensation recovery provisions of both the Dodd-Frank Act and the Sarbanes-Oxley Act. | |
Provision of Employment Agreement
|
| |
Description
|
|
Annual salary | | | $550,000 ($563,000 for 2015), subject to annual review by the Board, with the condition that his annual base salary may not be decreased during the remainder of the term. | |
Cash incentive compensation | | | Mr. Fitzgerald is entitled to a target incentive opportunity under the EICP equal to 60% of his annual base salary. | |
Retirement and other benefit plans | | | Mr. Fitzgerald is eligible to participate (in a manner similar to other senior executives of PHI of comparable rank) in PHI’s retirement, supplemental retirement benefit, savings, deferred compensation, health, welfare and insurance plans, and in other plans and programs provided by PHI from time to time for its senior executives of comparable rank. Mr. Fitzgerald is entitled to receive such perquisites and other personal benefits provided by PHI from time to time to its senior executives of comparable rank. | |
Long-term incentive plan compensation | | | Mr. Fitzgerald is entitled to receive 2012 LTIP awards with aggregate target award opportunities equal to 125% of his base salary. | |
RSU awards | | |
Mr. Fitzgerald is entitled to receive a series of three annual performance-based Employment Agreement Awards under the 2012 LTIP:
➢
to be granted over the term of the employment agreement;
➢
each to consist of such number of RSUs equal to $166,666.67, divided by the closing price of a share of common stock on the last trading day prior to the first day of the calendar year in which the award is executed and delivered; and
➢
the vesting of which is contingent upon Mr. Fitzgerald’s continued employment with the Company during the annual performance period and achievement of the performance goals covered by each award.
|
|
| | |
Mr. Fitzgerald also received a time-based award of 39,494 RSUs under the 2012 LTIP, four-fifteenths of which vested on September 17, 2013, four-fifteenths of which vested on September 17, 2014, and the balance which vested on September 17, 2015.
Mr. Fitzgerald may not settle vested RSUs under these awards until the day after his employment with the Company terminates, except that he may elect to surrender vested RSUs as permitted to satisfy applicable tax withholding obligations. Vested RSUs will be credited with dividend equivalents in the form of additional fully-vested RSUs.
|
|
Provision of Employment Agreement
|
| |
Description
|
|
Payments upon termination or change in control | | |
PHI may terminate Mr. Fitzgerald’s employment at any time, with or without cause, and Mr. Fitzgerald may resign as an employee at any time and for any reason, in each case without further compensation under the employment agreement.
Mr. Fitzgerald is a participant in the CIC Plan and the Employee Severance Plan. See “— Executive Compensation — Termination of Employment and Change in Control Benefits” for a discussion of the terms and conditions of these plans.
|
|
Clawback provisions | | | The employment agreement includes provisions intended to satisfy the compensation recovery provisions of both the Dodd-Frank Act and the Sarbanes-Oxley Act. | |
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
| | Estimated Future Payouts Under Equity Incentive Plan Awards(3) |
| |
All
Other Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(4) |
| ||||||||||||||||||||||||||||||||||||
Name
|
| | Grant Date |
| | Approval Date |
| | Threshold ($)(2) |
| | Target ($) |
| | Maximum ($) |
| | Threshold Number of Shares (#) |
| | Target Number of Shares (#) |
| | Maximum Number of Shares (#) |
| ||||||||||||||||||||||||||||||
Joseph M. Rigby | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EICP(5)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | 253,750 | | | | | | 1,015,000 | | | | | | 1,827,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2012 LTIP—Time-based RSU award(6)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,635 | | | | | | 845,833 | | |
2012 LTIP—Performance-based RSU award(7)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | 22,318 | | | | | | 89,270 | | | | | | 178,540 | | | | | | — | | | | | | 1,646,139 | | |
2012 LTIP—Performance-based RSU award pursuant to Original Employment Agreement(8)
|
| |
2/27/14
|
| |
2/27/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,945 | | | | | | — | | | | | | — | | | | | | 714,886 | | |
2012 LTIP—Vested restricted stock award pursuant to Employment Extension Agreement
|
| |
4/30/14
|
| |
4/29/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,394 | | | | | | 1,966,959 | | |
2012 LTIP—Unvested restricted stock award pursuant to Employment Extension Agreement
|
| |
4/30/14
|
| |
4/29/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 110,092 | | | | | | 2,950,466 | | |
Frederick J. Boyle | | |
|
| |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EICP(5)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | 75,000 | | | | | | 300,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2012 LTIP—Time-based RSU award(6)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,993 | | | | | | 208,317 | | |
2012 LTIP—Performance-based RSU award(7)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,497 | | | | | | 21,987 | | | | | | 43,974 | | | | | | — | | | | | | 405,440 | | |
David M. Velazquez | | |
|
| |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EICP(5)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | 32,040 | | | | | | 320,400 | | | | | | 576,720 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2012 LTIP—Time-based RSU award(6)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,741 | | | | | | 222,492 | | |
2012 LTIP—Performance-based RSU award(7)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,871 | | | | | | 23,482 | | | | | | 46,964 | | | | | | — | | | | | | 433,008 | | |
Kevin C. Fitzgerald | | |
|
| |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EICP(5)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | 82,500 | | | | | | 330,000 | | | | | | 594,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2012 LTIP—Time-based RSU award(6)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,093 | | | | | | 229,162 | | |
2012 LTIP—Performance-based RSU award(7)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | 6,047 | | | | | | 24,186 | | | | | | 48,372 | | | | | | — | | | | | | 445,990 | | |
2012 LTIP—Performance-based RSU award pursuant to employment agreement(9)
|
| |
3/28/14
|
| |
3/28/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,712 | | | | | | — | | | | | | — | | | | | | 166,922 | | |
John U. Huffman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EICP(5)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | 52,380 | | | | | | 232,800 | | | | | | 419,040 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2012 LTIP—Time-based RSU award(6)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,824 | | | | | | 129,315 | | |
2012 LTIP—Performance-based RSU award(7)
|
| |
1/23/14
|
| |
1/23/14
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,412 | | | | | | 13,649 | | | | | | 27,298 | | | | | | — | | | | | | 251,688 | | |
| | |
Stock Awards
|
| |||||||||||||||||||||
Name
|
| | Number of Shares or Units of Stock That Have Not Vested (#)(1) |
| | Market Value of Shares or Units of Stock That Have Not Vested ($)(1)(2) |
| | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
| | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(3) |
| ||||||||||||
Joseph M. Rigby | | | | | | | | | | | | | | | | | | | | | | | | | |
Awarded 4-30-14(4)
|
| | | | 54,165 | | | | | | 1,458,663 | | | | | | — | | | | | | — | | |
Awarded 2-27-14(5)
|
| | | | — | | | | | | — | | | | | | 36,945 | | | | | | 994,929 | | |
Awarded 1-23-14
|
| | | | 46,596 | | | | | | 1,254,830 | | | | | | 186,382 | | | | | | 5,019,267 | | |
Awarded 1-24-13
|
| | | | 48,397 | | | | | | 1,303,331 | | | | | | 193,588 | | | | | | 5,213,325 | | |
Awarded 1-4-12(6)
|
| | | | 270 | | | | | | 7,271 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Frederick J. Boyle | | | | | | | | | | | | | | | | | | | | | | | | | |
Awarded 1-23-14
|
| | | | 11,476 | | | | | | 309,049 | | | | | | 45,906 | | | | | | 1,236,249 | | |
Awarded 1-24-13
|
| | | | 11,205 | | | | | | 301,751 | | | | | | 44,822 | | | | | | 1,207,056 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
David M. Velazquez | | | | | | | | | | | | | | | | | | | | | | | | | |
Awarded 1-23-14
|
| | | | 12,257 | | | | | | 330,081 | | | | | | 49,028 | | | | | | 1,320,324 | | |
Awarded 1-24-13
|
| | | | 12,349 | | | | | | 332,559 | | | | | | 49,400 | | | | | | 1,330,342 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Kevin C. Fitzgerald | | | | | | | | | | | | | | | | | | | | | | | | | |
Awarded 3-28-14(7)
|
| | | | — | | | | | | — | | | | | | 8,712 | | | | | | 234,614 | | |
Awarded 1-23-14
|
| | | | 12,625 | | | | | | 339,991 | | | | | | 50,496 | | | | | | 1,359,857 | | |
Awarded 1-24-13
|
| | | | 13,112 | | | | | | 353,106 | | | | | | 52,452 | | | | | | 1,412,532 | | |
Awarded 9-17-12(8)
|
| | | | 18,430 | | | | | | 496,320 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
John U. Huffman | | | | | | | | | | | | | | | | | | | | | | | | | |
Awarded 1-23-14
|
| | | | 7,123 | | | | | | 191,822 | | | | | | 28,496 | | | | | | 767,397 | | |
Awarded 1-24-13
|
| | | | 7,305 | | | | | | 196,724 | | | | | | 29,222 | | | | | | 786,948 | | |
Performance Cycle
|
| | Relative TSR as of December 31, 2014 |
| | Assumed Level of Performance for Purposes of Outstanding Equity Awards at FY End Table |
|
2013 to 2015 performance period | | | 94.7% | | |
Maximum
|
|
2014 to 2016 performance period | | | 94.7% | | |
Maximum
|
|
| | |
Stock Awards
|
| |||||||||
Name
|
| | Number of Shares Acquired on Vesting (#) |
| | Value Realized on Vesting ($)(1) |
| ||||||
Joseph M. Rigby | | | | | 405,657(2)(3) | | | | | | 10,352,496 | | |
Frederick J. Boyle | | | | | 36,392 | | | | | | 982,947 | | |
David M. Velazquez | | | | | 58,691 | | | | | | 1,479,106 | | |
Kevin C. Fitzgerald | | | | | 56,331(2)(4) | | | | | | 1,469,834 | | |
John U. Huffman | | | | | 35,675 | | | | | | 899,565 | | |
Name
|
| |
Plan Name(1)
|
| | Number of Years of Credited Service (#) |
| | Present Value of Accumulated Benefits ($)(2) |
| | Payments During Last Fiscal Year ($) |
| ||||||
Joseph M. Rigby | | | Conectiv Cash Balance Sub-Plan | | | 29 yrs., 11 mos.(3) | | | | | 1,894,182 | | | | | | — | | |
| | | 2011 SERP/Conectiv SERP | | | 35 yrs., 11 mos. | | | | | 13,885,437 | | | | | | — | | |
| | | Contractual benefit(4) | | | 35 yrs., 11 mos. | | | | | 2,176,499 | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | |
Frederick J. Boyle | | | PHI Sub-Plan | | | 2 yrs., 8 mos. | | | | | 86,962 | | | | | | — | | |
| | | 2011 SERP | | | 2 yrs., 8 mos. | | | | | 171,740 | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | |
David M. Velazquez | | | Conectiv Cash Balance Sub-Plan | | | 30 yrs., 0 mos.(5) | | | | | 1,221,253 | | | | | | — | | |
| | | 2011 SERP/Conectiv SERP | | | 33 yrs., 6 mos. | | | | | 4,687,677 | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | |
Kevin C. Fitzgerald | | | PHI Sub-Plan | | | 2 yrs., 3 mos. | | | | | 59,975 | | | | | | — | | |
| | | 2011 SERP | | | 2 yrs., 3 mos. | | | | | 131,061 | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | |
John U. Huffman | | | PHI Sub-Plan | | | 9 yrs., 0 mos. | | | | | 263,610 | | | | | | — | | |
| | | 2011 SERP | | | 9 yrs., 0 mos. | | | | | 488,939 | | | | | | — | | |
Name
|
| | Executive Contributions in Last Fiscal Year ($)(1) |
| | Registrant Contributions in Last Fiscal Year ($)(2) |
| | Aggregate Earnings in Last Fiscal Year ($) |
| | Aggregate Withdrawals/ Distributions ($) |
| | Aggregate Balance at Last Fiscal Year End ($)(3) |
| |||||||||||||||
Joseph M. Rigby | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Conectiv Deferred Compensation Plan
|
| | | | — | | | | | | — | | | | | | 44,422 | | | | | | 447,118 | | | | | | 112,078 | | |
PHI Deferred Compensation Plan
|
| | | | 40,860 | | | | | | 30,580 | | | | | | 39,337 | | | | | | — | | | | | | 963,833 | | |
Deferred Settlement of Employment Agreement Awards
|
| | | | — | | | | | | 1,030,921 | | | | | | 977,233 | | | | | | — | | | | | | 3,622,516 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Frederick J. Boyle | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PHI Deferred Compensation Plan
|
| | | | 135,961 | | | | | | 5,725 | | | | | | 15,130 | | | | | | — | | | | | | 267,440 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David M. Velazquez | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PHI Deferred Compensation Plan
|
| | | | 10,920 | | | | | | 8,130 | | | | | | 4,164 | | | | | | — | | | | | | 76,603 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kevin C. Fitzgerald | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PHI Deferred Compensation Plan
|
| | | | 11,900 | | | | | | 8,806 | | | | | | 1,395 | | | | | | — | | | | | | 44,477 | | |
Deferred Settlement of Employment Agreement Awards
|
| | | | — | | | | | | 452,198 | | | | | | 156,868 | | | | | | — | | | | | | 813,394 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
John U. Huffman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PHI Deferred Compensation Plan
|
| | | | 3,506 | | | | | | 2,536 | | | | | | 3,170 | | | | | | — | | | | | | 50,502 | | |
Name
|
| | PHI Deferred Compensation Plan ($) |
| | Conectiv Deferred Compensation Plan ($) |
| | Deferred Settlement of Employment Agreement RSU Awards ($) |
| |||||||||
Joseph M. Rigby | | | | | 713,022 | | | | | | 21,468 | | | | | | 2,592,986 | | |
Frederick J. Boyle | | | | | 98,174 | | | | | | — | | | | | | — | | |
David M. Velazquez | | | | | 32,175 | | | | | | — | | | | | | — | | |
Kevin C. Fitzgerald | | | | | 21,306 | | | | | | — | | | | | | 553,415 | | |
John U. Huffman | | | | | 23,104 | | | | | | — | | | | | | — | | |
Termination Event
|
| | Definition of Termination Event under the EICP |
| | Adjustment to Award for Termination Event During Year |
|
Death | | | Death of the participant | | | Award opportunity will be reduced proportionately for the year based on the date of death | |
Disability | | | Permanent and total disability of the participant, as determined by the Compensation Committee | | | Award opportunity will be reduced proportionately for the year based on the date of disability | |
Retirement | | | Separating from service with PHI or any subsidiary on or after attaining age 55 and achieving at least 10 years of continuous employment with PHI or any subsidiary | | | Award opportunity will be reduced proportionately for the year based on the date of separation from service | |
Termination | | | Any other resignation or discharge from employment not covered above | | | No award shall be made | |
Termination Event
|
| | Severance Payment ($)(1) |
| | EICP Payment ($)(2) |
| | Accelerated Vesting of Restricted Stock and Time-Based RSUs ($)(3)(4) |
| | Accelerated Vesting of Performance- Based RSUs ($)(4)(5) |
| | Healthcare and Related Benefits ($) |
| | Accrued But Unpaid Vacation Pay ($)(6) |
| | Total ($) |
| |||||||||||||||||||||
Change in Control—General(7) | | | | | — | | | | | | 1,012,219 | | | | | | 4,024,095 | | | | | | 6,111,225 | | | | | | 16,525 | | | | | | 117,115 | | | | | | 11,281,179 | | |
Change in Control—Merger Agreement(8) | | | | | — | | | | | | 1,015,000 | | | | | | 4,071,913 | | | | | | 6,183,842 | | | | | | 16,525 | | | | | | 117,115 | | | | | | 11,404,395 | | |
Voluntary Termination | | | | | — | | | | | | 1,012,219 | | | | | | — | | | | | | — | | | | | | — | | | | | | 117,115 | | | | | | 1,129,334 | | |
Termination Without Cause/For Good Reason(9)
|
| | | | — | | | | | | 1,012,219 | | | | | | 2,700,511 | | | | | | 3,569,248 | | | | | | 15,180 | | | | | | 117,115 | | | | | | 7,414,273 | | |
Retirement With Consent of Board | | | | | — | | | | | | 1,012,219 | | | | | | 7,271 | | | | | | 994,929 | | | | | | — | | | | | | 117,115 | | | | | | 2,131,534 | | |
Death or Disability | | | | | — | | | | | | 1,012,219 | | | | | | 2,700,511 | | | | | | 3,569,248 | | | | | | — | | | | | | 117,115 | | | | | | 7,399,093 | | |
Termination With Cause(9) | | | | | — | | | | | | 1,012,219 | | | | | | — | | | | | | — | | | | | | — | | | | | | 117,115 | | | | | | 1,129,334 | | |
| | | Additional Shares Vested As a Result of Accrued Dividend Equivalents on Accelerated RSU Awards |
| |||||||||
Termination Event
|
| | Time-Based (#) |
| | Performance-Based (#) |
| ||||||
Termination Without Cause/For Good Reason Following Change in Control (non-Merger)
|
| | | | 6,464 | | | | | | 12,927 | | |
Termination With Cause Following Change in Control (non-Merger)
|
| | | | 4,869 | | | | | | 7,311 | | |
Termination Without Cause/For Good Reason Not Following Change in Control
|
| | | | 3,522 | | | | | | 7,311 | | |
Death or Disability | | | | | 3,522 | | | | | | 7,311 | | |
Termination Event
|
| | Severance Payment ($)(1) |
| | EICP Payment ($)(2) |
| | Accelerated Vesting of Time-Based RSUs ($)(3)(4) |
| | Accelerated Vesting of Performance- Based RSUs ($)(4)(5) |
| | Welfare Plan Benefit Payment ($) |
| | Healthcare and Related Benefits ($) |
| | Total ($) |
| |||||||||||||||||||||
Change in Control—General(6) | | | | | 2,700,000 | | | | | | — | | | | | | 610,799 | | | | | | 608,394 | | | | | | 1,374 | | | | | | 16,987 | | | | | | 3,937,554 | | |
Change in Control—Merger Agreement(7) | | | | | 2,700,000 | | | | | | 300,000 | | | | | | 618,057 | | | | | | 1,236,169 | | | | | | 1,374 | | | | | | 16,987 | | | | | | 4,872,587 | | |
Voluntary Termination | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Termination Without Cause(8) | | | | | 810,000 | | | | | | — | | | | | | 291,636 | | | | | | 608,394 | | | | | | — | | | | | | 8,851 | | | | | | 1,718,881 | | |
Termination for Good Reason(8) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Death or Disability | | | | | — | | | | | | 299,178 | | | | | | 291,636 | | | | | | 608,394 | | | | | | — | | | | | | — | | | | | | 1,199,208 | | |
Termination With Cause(8) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Additional Shares Vested As a Result of Accrued Dividend Equivalents on Accelerated RSU Awards |
| |||||||||
Termination Event
|
| | Time-Based (#) |
| | Performance-Based (#) |
| ||||||
Termination by PHI or by the Executive For Good Reason Following Change in Control (non-Merger)
|
| | | | 1,525 | | | | | | 1,713 | | |
Termination Without Cause Not Following Change in Control
|
| | | | 824 | | | | | | 1,713 | | |
Death or Disability | | | | | 824 | | | | | | 1,713 | | |
Termination Event
|
| | Severance Payment ($)(1) |
| | EICP Payment ($)(2) |
| | Accelerated Vesting of Time-Based RSUs ($)(3)(4) |
| | Accelerated Vesting of Performance- Based RSUs ($)(4)(5) |
| | Welfare Plan Benefit Payment ($) |
| | Healthcare and Related Benefits ($) |
| | Total ($) |
| |||||||||||||||||||||
Change in Control—General(6) | | | | | 2,883,600 | | | | | | 319,522 | | | | | | 662,640 | | | | | | 663,501 | | | | | | 2,704 | | | | | | 17,414 | | | | | | 4,549,381 | | |
Change in Control—Merger Agreement(7) | | | | | 2,883,600 | | | | | | 320,400 | | | | | | 670,514 | | | | | | 1,341,082 | | | | | | 2,704 | | | | | | 17,414 | | | | | | 5,235,714 | | |
Voluntary Termination | | | | | — | | | | | | 319,522 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 319,522 | | |
Termination Without Cause(8) | | | | | 864,400 | | | | | | 319,522 | | | | | | 318,116 | | | | | | 663,501 | | | | | | — | | | | | | 9,156 | | | | | | 2,174,695 | | |
Termination for Good Reason(8) | | | | | — | | | | | | 319,522 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 319,522 | | |
Death or Disability | | | | | — | | | | | | 319,522 | | | | | | 318,116 | | | | | | 663,501 | | | | | | — | | | | | | — | | | | | | 1,301,139 | | |
Termination With Cause(8) | | | | | — | | | | | | 319,522 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 319,522 | | |
| | | Additional Shares Vested As a Result of Accrued Dividend Equivalents on Accelerated RSU Awards |
| |||||||||
Termination Event
|
| | Time-Based (#) |
| | Performance-Based (#) |
| ||||||
Termination by PHI or by the Executive For Good Reason Following Change in Control (non-Merger)
|
| | | | 1,665 | | | | | | 1,877 | | |
Termination Without Cause Not Following Change in Control
|
| | | | 904 | | | | | | 1,877 | | |
Death or Disability | | | | | 904 | | | | | | 1,877 | | |
Termination Event
|
| | Severance Payment ($)(1) |
| | EICP Payment ($)(2) |
| | Accelerated Vesting of Time-Based RSUs ($)(3)(4) |
| | Accelerated Vesting of Performance- Based RSUs ($)(4)(5) |
| | Welfare Plan Benefit Payment ($) |
| | Healthcare and Related Benefits ($) |
| | Total ($) |
| |||||||||||||||||||||
Change in Control—General(6) | | | | | 2,970,000 | | | | | | — | | | | | | 1,189,417 | | | | | | 932,101 | | | | | | 2,785 | | | | | | 16,878 | | | | | | 5,111,181 | | |
Change in Control—Merger Agreement(7) | | | | | 2,970,000 | | | | | | 330,000 | | | | | | 1,199,511 | | | | | | 1,640,069 | | | | | | 2,785 | | | | | | 16,878 | | | | | | 6,159,243 | | |
Voluntary Termination | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Termination Without Cause(8) | | | | | 890,000 | | | | | | — | | | | | | 830,807 | | | | | | 932,101 | | | | | | — | | | | | | 8,675 | | | | | | 2,661,583 | | |
Termination For Good Reason(8) | | | | | — | | | | | | — | | | | | | 496,320 | | | | | | 234,614 | | | | | | — | | | | | | — | | | | | | 730,934 | | |
Death or Disability | | | | | — | | | | | | 329,096 | | | | | | 830,807 | | | | | | 932,101 | | | | | | — | | | | | | — | | | | | | 2,092,004 | | |
Termination With Cause(8) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Additional Shares Vested As a Result of Accrued Dividend Equivalents on Accelerated RSU Awards |
| |||||||||
Termination Event
|
| | Time-Based (#) |
| | Performance-Based (#) |
| ||||||
Termination by PHI or by the Executive For Good Reason Following Change in Control (non-Merger)
|
| | | | 1,752 | | | | | | 1,981 | | |
Termination Without Cause Not Following Change in Control
|
| | | | 954 | | | | | | 1,981 | | |
Death or Disability | | | | | 954 | | | | | | 1,981 | | |
Termination Event
|
| | Severance Payment ($)(1) |
| | EICP Payment ($)(2) |
| | Accelerated Vesting of Time-Based RSUs ($)(3)(4) |
| | Accelerated Vesting of Performance- Based RSUs ($)(4)(5) |
| | Welfare Plan Benefit Payment ($) |
| | Healthcare and Related Benefits ($) |
| | Special Leave of Absence Benefit ($)(6) |
| | Total ($) |
| ||||||||||||||||||||||||
Change in Control—General(7) | | | | | 1,474,400 | | | | | | — | | | | | | 388,546 | | | | | | 390,216 | | | | | | 1,965 | | | | | | 16,878 | | | | | | — | | | | | | 2,272,005 | | |
Change in Control—Merger Agreement(8) | | | | | 1,474,400 | | | | | | 232,800 | | | | | | 393,163 | | | | | | 786,408 | | | | | | 1,797 | | | | | | 16,878 | | | | | | 204,000 | | | | | | 3,109,446 | | |
Voluntary Termination | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Termination Without Cause (9) | | | | | 630,800 | | | | | | — | | | | | | 187,104 | | | | | | 390,216 | | | | | | 1,797 | | | | | | 16,878 | | | | | | 204,000 | | | | | | 1,430,795 | | |
Termination for Good Reason(9) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,797 | | | | | | 16,878 | | | | | | 204,000 | | | | | | 222,675 | | |
Death or Disability | | | | | — | | | | | | 229,170 | | | | | | 187,104 | | | | | | 390,216 | | | | | | — | | | | | | — | | | | | | — | | | | | | 806,490 | | |
Termination With Cause(9) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Additional Shares Vested As a Result of Accrued Dividend Equivalents on Accelerated RSU Awards |
| |||||||||
Termination Event
|
| | Time-Based (#) |
| | Performance-Based (#) |
| ||||||
Termination by PHI or by the Executive For Good Reason Following Change in Control (non-Merger)
|
| | | | 979 | | | | | | 1,107 | | |
Termination Without Cause Not Following Change in Control
|
| | | | 533 | | | | | | 1,107 | | |
Death or Disability | | | | | 533 | | | | | | 1,107 | | |
Plan Category
|
| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
| | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
| | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
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Equity compensation plans approved by stockholders(1)
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| | | | 2,407,672(2) | | | | | | — | | | | | | 12,285,715(3) | | | |||
Equity compensation plans not approved by stockholders(4)
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| | | | — | | | | | | — | | | | | | 457,211 | | | |||
Total | | | | | 2,407,672(2) | | | | | | — | | | | | | 12,742,926(3) | | | |||
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Plan
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| | Maximum Number of Shares Subject to Equity Awards That May be Granted Under the Plan |
| | Shares Subject to Equity Awards Outstanding Under the Plan as of December 31, 2014(a) |
| | Shares Subject to Equity Awards that May be Granted After December 31, 2014 Under the Plan |
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LTIP | | | | | 10,000,000 | | | | | | 113,583 | | | | | | 6,833,031(b) | | |
2012 LTIP | | | | | 8,000,000 | | | | | | 2,294,089 | | | | | | 5,452,684 | | |
Name of Beneficial Owner
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| | Shares of Common Stock Beneficially Owned(1) |
| | Percentage of Common Stock Beneficially Owned |
| ||||||
Paul M. Barbas | | | | | 4,378 | | | | | | * | | |
Frederick J. Boyle | | | | | 21,581 | | | | | | * | | |
Jack B. Dunn, IV | | | | | 19,767 | | | | | | * | | |
Kevin C. Fitzgerald(2) | | | | | 30,821 | | | | | | * | | |
H. Russell Frisby, Jr. | | | | | 2,284 | | | | | | * | | |
Terence C. Golden(3)(4) | | | | | 44,132 | | | | | | * | | |
John U. Huffman | | | | | 48,271 | | | | | | * | | |
Barbara J. Krumsiek(4) | | | | | 15,181 | | | | | | * | | |
Lawrence C. Nussdorf(4) | | | | | 10,000 | | | | | | * | | |
Patricia A. Oelrich | | | | | 13,538 | | | | | | * | | |
Joseph M. Rigby(5) | | | | | 434,349 | | | | | | 0.17% | | |
Lester P. Silverman(6) | | | | | 10,570 | | | | | | * | | |
David M. Velazquez | | | | | 111,141 | | | | | | * | | |
All directors and executive officers as a group (18 persons)(7) | | | | | 871,439 | | | | | | * | | |
Name and Address of Beneficial Owner
|
| | Shares of Common Stock Owned |
| | Percentage of Common Stock Outstanding |
| ||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10022(1) |
| | | | 15,607,358 | | | | | | 6.2% | | |
State Street Corporation One Lincoln Street Boston, MA 02111(2) |
| | | | 13,431,942 | | | | | | 5.3% | | |
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(3) |
| | | | 19,598,109 | | | | | | 7.8% | | |
FMR LLC 245 Summer Street Boston, MA 02210(4) |
| | | | 22,641,330 | | | | | | 9.0% | | |
How to Contact Us
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How to Contact Our Transfer Agent
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Pepco Holdings, Inc. 701 Ninth Street, N.W., Room 1300 Washington, D.C. 20068 Attention: Corporate Secretary |
| | American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, New York 11219-9821 (866) 254-6502 (toll-free) |
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