Pay Ratio Disclosures Begin to Appear in Proxy Statements
Some companies have begun to disclose pay ratios in their proxy statements in advance of the SEC requirement. We have included a sample below. Of course, you’ll want to compare the samples to the rules before relying on them.
CEO Pay Ratio – 13.5:1
We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. The Compensation Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2015 to that of all other Company employees for the same period. The calculation of annual total compensation of all employees was determined in the same manner as the “Total Compensation” shown for our CEO in the “Summary Compensation Table” on page 45 of this Circular. Pay elements that were included in the annual total compensation for each employee are:
–salary received in fiscal year 2015
–annual incentive payment received for performance in fiscal year 2015
–grant date fair value of stock option and PSU awards granted in fiscal year 2015
–Company-paid 401(k) Plan or RRSP match made during fiscal year 2015
–Company-paid ESPP match made during fiscal year 2015
–Company-paid life insurance premiums during fiscal year 2015
–Auto allowance paid in fiscal year 2015
–Reimbursement for Company-paid executive physical during fiscal year 2015
Our calculation includes all employees as of November 30, 2015. We applied a Canadian to U.S. dollar exchange rate to the compensation elements paid in Canadian currency.
We determined the compensation of our median employee by: (i) calculating the annual total compensation described above for each of our employees, (ii) ranking the annual total compensation of all employees except for the CEO from lowest to highest (a list of 12 employees), and (iii) since we have an even number of employees when not including the CEO, determining the average of the annual total compensation of the two employees ranked sixth and seventh on the list (“Median Employee”).
he annual total compensation for fiscal year 2015 for our CEO was $5,207,257, and for the Median Employee was $386,962. The resulting ratio of our CEO’s pay to the pay of our Median Employee for fiscal year 2015 is 13.5 to 1.
Pay Ratio Disclosure Rule
In August 2015 pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd – Frank Act”), the Securities and Exchange Commission adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟PEO”). The Company’s PEO is Mr. Smith. Registrants must comply with the pay ratio rule for the first fiscal year beginning on or after January 1, 2017. The purpose of the new required disclosure is to provide a measure of the equitability of pay within the organization. The Company believes its compensation philosophy and process yield an equitable result and is presenting such information in advance of the required disclosure date as follows:
Median Employee total annual compensation $ 60,052
Mr. Smith (‟PEO”) total annual compensation $ 400,000
Ratio of PEO to Median Employee Compensation 6.7:1.0
In determining the median employee, a listing was prepared of all employees as of December 31, 2015. Employees on leave of absence were excluded from the list and wages and salaries were annualized for those employees that were not employed for the full year of 2015. The median amount was selected from the annualized list. For simplicity, the value of the Company’s 401(k) plan and medical benefits provided was excluded as all employees including the PEO are offered the exact same benefits and the Company utilizes the Internal Revenue Service safe harbor provision for 401(k) discrimination testing. As of December 31, 2015 the Company employed 809 persons of which 557 are professional truck drivers.
2015 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employees to the Annual Total Compensation of the Company’s Chief Executive Officer
The 2015 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of the Company’s chief executive officer is as follows:
Category 2015 Total Compensation
Median annual total compensation of
all employees (excluding Gregg E. Zahn) $ 87,538
Annual total compensation of Gregg E. Zahn,
Chief Executive Officer $ 716,780
Ratio of the median annual total compensation
of all employees to the Annual total compensation
of Gregg E. Zahn, Chief Executive Officer 12.21 %
CEO Pay Ratio and Wealth Accumulation
For several years, we have voluntarily disclosed our CEO to median employee pay ratio in our proxy statement. To determine the median for our prior calculation, we considered only full-time employees as of the last day of the calendar year. Our prior calculation of the ratio included all components of compensation available to our CEO and other employees – base salary, annual cash incentive (at the targeted level), and long-term incentive awards (at the targeted level) – and excluded any benefits (which do not differ materially between executives and employees generally) and any overtime pay that employees received.
As a result of the recently adopted rules under Dodd-Frank Act, beginning with our 2018 proxy statement, the SEC will require disclosure of the CEO to median employee pay ratio for 2017 compensation. The method of calculating the required disclosure for 2017 compensation will differ from the method we previously used in calculating our ratio. Among other differences, we will be required to include: (i) part-time and full-time employees to determine the median employee; and (ii) overtime pay and the value of benefits in the calculation of total compensation.
Accordingly, in the pay ratio table below, we have presented two calculations of our CEO to median employee pay ratio. The first ratio is calculated using the methodology we have used in our prior proxy statements. We will refer to this ratio as the NorthWestern Calculation. The second ratio is calculated in accordance with what the SEC will require in the future pursuant to Item 402(u) of Regulation S-K. We will refer to the second ratio as the Dodd-Frank Calculation. We believe presentation of these two ratios this year will provide an informative bridge from our practice of voluntarily disclosing our CEO to median employee pay ratio using the NorthWestern Calculation these past several years to the required disclosure of such ratio in the future using the Dodd-Frank Calculation.
With respect to the Dodd-Frank Calculation, we identified the median employee by examining the 2015 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 18, 2015, the last day of our payroll year (whether employed on a full-time, part-time, or seasonal basis). For such employees, we did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2015. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2015 Summary Compensation Table later in this proxy statement.
As illustrated in the table below, our CEO to median employee pay ratio is 19:1 when calculated using the Dodd-Frank Calculation and 26:1 when using the NorthWestern Calculation.
|NorthWestern Calculation||Dodd-Frank Calculation|
|Median Employee||President and CEO||Median Employee|
|Annual Cash Incentive|
|Percent of base salary||80||%||6||%|
|Targeted annual cash incentive||$||462,585||$||4,772|
|Non-Equity Incentive Plan Compensation||$||370,068||$||1,703|
|Performance Unit Awards under
Long-Term Incentive Program
|Percent of base salary||150||%||—||%|
|Targeted long-term incentive||$||867,347||$||—|
|Restricted Share Grants under
Executive Retention / Retirement Program
|Percent of base salary||50||%||—||%|
|Targeted executive retention / retirement incentive||$||289,116||$||—|
|Change in Pension Value and Nonqualified Deferred Compensation Earnings (1)||$||39,285||$||2,755|
|All Other Compensation||$||41,564||$||22,734|
|CEO Pay as Multiple of Median Employee||26||:||1||19||:||1|
|(1)||These amounts are attributable to a change in the value of each individual’s defined benefit pension account balance and do not represent earned or paid compensation. Pension values are dependent on many variables including years of service, earnings, and actuarial assumptions.|
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