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| |
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| Douglas M. Steenland Chairman of the Board |
| | Gordon A. Wilson President and Chief Executive Officer |
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Proposal
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| |
Board’s Voting Recommendation
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|
No. 1:
Election of Directors (see page 43)
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| | “FOR” each nominee | |
No. 2:
Appointment of Independent Auditors and Authorization of the Audit Committee to determine the Independent Auditors’ Remuneration (see page 44)
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| | “FOR” | |
No. 3:
Advisory Approval of the Compensation of our Named Executive Officers (see page 46)
|
| | “FOR” | |
|
Proposal
|
| |
Vote Requirement
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| |
Impact of Abstentions
|
|
| No. 1: Election of Directors | | | Directors are elected by a plurality of the votes cast. The eight nominees receiving the most votes, up to the number of directors to be elected, shall be elected as directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such directors. | | | Not counted as votes cast “for” or “against” and will have no effect on the outcome | |
| No. 2: Appointment of Independent Auditors and Authorization of the Audit Committee to Determine the Independent Auditors’ Remuneration | | | Majority of the votes cast of the Common Shares present, in person or by proxy, and entitled to vote | | | Not counted as votes cast “for” or “against” and will have no effect on the outcome | |
| No. 3: Advisory Approval of the Compensation of our Named Executive Officers | | | Majority of the votes cast of the Common Shares present, in person or by proxy, and entitled to vote | | | Not counted as votes cast “for” or “against” and will have no effect on the outcome | |
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By Phone
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| |
By Internet
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| |
By Mail
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| |
In Person
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| If you received or requested printed copies of the proxy materials by mail, in the U.S. or Canada, vote by dialing the number on the proxy card/VIF | | | Follow the instructions included on the proxy card/VIF or Notice of Internet Availability | | | If you received or requested printed copies of the proxy materials by mail, vote by marking, dating and signing the proxy card or VIF and returning it promptly in the envelope provided | | | Attend the Meeting and vote in person. If you hold any Common Shares in “street name,” you may not vote in person unless you bring with you a legal proxy from the organization that holds your Common Shares | |
Name
|
| |
Age
|
| |
Position
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|
Gordon A. Wilson
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| |
50
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| | President and Chief Executive Officer, Director | |
Douglas M. Steenland
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| |
65
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| | Chairman of the Board | |
Elizabeth L. Buse
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| |
56
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| | Director | |
Steven R. Chambers
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58
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| | Director | |
Michael J. Durham
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66
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| | Director | |
Scott E. Forbes
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59
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| | Director | |
Douglas A. Hacker
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61
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| | Director | |
John B. Smith
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| |
59
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| | Director | |
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Name
|
| |
Age
|
| |
Position
|
|
|
Gordon A. Wilson
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50
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| | President and Chief Executive Officer, Director | |
|
Bernard Bot
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51
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| | Executive Vice President and Chief Financial Officer | |
|
Stephen Shurrock
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46
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| | Executive Vice President and Chief Commercial Officer | |
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Matthew Minetola
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54
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| |
Executive Vice President and Global Chief Information Officer
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|
|
Thomas Murphy
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48
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| | Executive Vice President and General Counsel | |
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Rosemary Thomson
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48
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| | Executive Vice President and Chief Human Resources Officer | |
What We Do
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| |
What We Don’t Do
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✓
Compensation at-risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on the Company’s performance over the long and short-term, and more than half of the compensation opportunity for our executive officers is equity-based in order to properly align the interests of our executive officers and shareholders. We also cap incentive compensation opportunities to manage risk-taking.
✓
Performance-based incentives. We use performance-based annual (cash-based) and long-term (equity) incentives, each with different performance metrics.
✓
Multi-year vesting requirements. The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives.
✓
Share ownership policy. Our share ownership policy requirements are five times base annual salary for our President and CEO and three times base annual salary for our other Named Executive Officers.
✓
Clawback policy. We have a compensation recovery policy (also referred to as a “clawback” policy) for applicable executives, including our Named Executive Officers.
✓
Independent Compensation Committee consultant. The Compensation Committee has engaged its own compensation consultant to assist with the review and analysis of our executive compensation program. This consultant performs no other consulting or other services for the Company.
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| |
X
No pension plans. We do not currently offer, nor do we have plans to provide, defined benefit pension or retirement plans or arrangements to our executive officers.
X
No tax reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites, other personal benefits (other than standard relocation benefits) or on any severance or change-in-control payments or benefits.
X
No special health or welfare benefits. Our executive officers participate in broad-based company-sponsored health and welfare benefits programs generally on the same basis as our other full-time employees.
X
Hedging and pledging prohibited. Our insider trading policy prohibits our executive officers and members of our Board of Directors from hedging or pledging any of their Travelport common shares.
X
No stock option repricings. We prohibit the repricing of outstanding options to purchase our common shares without prior shareholder approval.
X
No single trigger vesting upon a change in control. We do not automatically accelerate unvested equity grants upon a change in control, as our award agreements contain a double trigger provision, i.e. require a covered termination following a change in control.
X
No dividends on unvested performance or other share units. We do not pay dividends on performance share units (“PSUs”) or restricted share units (“RSUs”) before shares are vested.
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|
| | |
| |
Compensation Element
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| | |
Description
|
| | |
Connection to Objectives
|
| |
| | Base Annual Salary | | | | A fixed level of compensation for the year; used to define short-term incentive compensation opportunities. | | | | Provide a competitive baseline of pay. | | |
| | Annual Bonus | | | |
The bonus is intended to provide competitive annual performance-based opportunity tied to the achievement of key goals within our annual business plan.
Each executive has a target bonus that is a percentage of his or her base annual salary, and all of our Named Executive Officers have a target bonus of 100% of his base annual salary (with the exception of Mr. Wilson, our President and CEO, whose target bonus is 150% of his base annual salary).
Actual incentive payments are driven by business performance against financial and operational metrics, as described in more detail below, as well as individual performance.
Each executive who is eligible for our annual bonus plan can earn up to 200% of his/her target bonus for over-performance against financial and operational metrics, once funding targets are achieved.
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| | |
Reward strong short-term business performance achievements.
Vary cash-based compensation based on individual, Company and business/function results.
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| |
| |
Compensation Element
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| | |
Description
|
| | |
Connection to Objectives
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| |
| | Long-Term Incentive Plan (LTIP) | | | |
In 2016, our typical LTIP mix was:
•
25% in RSUs with time-based vesting over four years;
•
50% (at target) in PSUs with time and performance-based vesting based on three year cumulative EPS results as compared with EPS goals; and
•
25% in stock options with time-based vesting over four years.
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| | |
Align a significant amount of executive compensation with strong longer-term business performance and share price appreciation such that 75% of typical LTIP mix delivers value based on the Company’s performance.
Total compensation is based both on retention and the Company’s performance (e.g. EPS growth for the PSUs and share price appreciation for stock options to have value) that aligns shareholder and executive interests.
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| |
| | Other Executive Benefits and Perquisites | | | |
We provide for limited benefits and perquisites, including those that are market practice and those required by law, that are generally available to other employees.
Our United States (“US”) and United Kingdom (“UK”) employees are generally eligible for broader employee benefit plans, such as medical and employee share purchase plans. In addition, our Named Executive Officers are eligible for certain other benefits and perquisites, including defined contribution plans (including a 401(k) plan in the US and defined contribution pension plans in the UK); cash contributions in lieu of defined contribution plans in the UK due to changes in UK tax rules (for Mr. Wilson only); deferred compensation plan (US only); travel allowance (for Mr. Wilson only); car allowance (UK only); family cover for private medical insurance (UK only); financial planning (UK only); and relocation and related expenses such as housing benefits (when applicable).
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| | |
Balance the desire to maintain limited perquisites with the need to attract and retain highly qualified executives.
Based on UK and US market norms.
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Adjusted Operating
Income: % of Target |
| | |
Total Adjusted Bonus Pool
Funded: % of Target |
| | |||||||
| | Adjusted Operating Income: Funding Targets | | | | | | | | | | | | | | | | |
| |
$328 million (Threshold)
|
| | | | | 95% | | | | | | | 40% | | | |
| |
$345 million (Target)
|
| | | | | 100% | | | | | | | 100% | | | |
| |
$390 million (Stretch)
|
| | | | | 113% | | | | | | | 200% | | | |
| | Adjusted Operating Income: Actual | | | | | | | | | | | | | | | | |
| |
$341 million
|
| | | | | — | | | | | | | 86% | | | |
| |
Named Executive Officer
|
| | |
Base Salary
(US$) |
| | |
Target Bonus
(%) |
| | |
Bonus Payment
(% of Target) |
| | |
2016 Bonus
(US$) |
| | ||||||||||||
| |
Gordon A. Wilson – President, CEO and
Director |
| | | | $ | 679,690(1) | | | | | | | 150% | | | | | | | 86% | | | | | | $ | 876,800 | | | |
| |
Bernard Bot – EVP and CFO
|
| | | | $ | 463,425(1) | | | | | | | 100% | | | | | | | 86% | | | | | | $ | 398,546 | | | |
| |
Stephen Shurrock – EVP and CCO
|
| | | | $ | 460,454(1) | | | | | | | 100% | | | | | | | 86% | | | | | | $ | 398,546 | | | |
| |
Matthew Minetola – EVP and CIO
|
| | | | $ | 375,000 | | | | | | | 100% | | | | | | | 86% | | | | | | $ | 322,500 | | | |
| |
Thomas Murphy – EVP and GC
|
| | | | $ | 383,098(1) | | | | | | | 100% | | | | | | | 86% | | | | | | $ | 329,464 | | | |
Name
|
| |
2016 Target
Grant Value |
| |||
Gordon A. Wilson
|
| | | $ | 4,100,000 | | |
Bernard Bot
|
| | | $ | 1,500,000 | | |
Stephen Shurrock
|
| | | $ | 1,515,000 | | |
Matthew Minetola
|
| | | $ | 950,000 | | |
Thomas Murphy
|
| | | $ | 850,000 | | |
| |
Performance Level
|
| | |
Aggregate
2015-16 Adjusted EPS |
| | |
Vesting Percentage
|
| |
| |
Threshold
|
| | |
$1.76
|
| | |
50%
|
| |
| |
Target
|
| | |
$1.96
|
| | |
100%
|
| |
| |
Stretch
|
| | |
$2.16
|
| | |
200%
|
| |
| |
•
Performance below threshold will result in 0% vesting.
|
| | ||||||||
| |
•
Performance above stretch will result in 200% vesting.
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| | ||||||||
| |
•
For performance between threshold and target, or between target and stretch, the vesting percentage will be determined by straight-line interpolation.
|
| |
Name and Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus(1)
($) |
| |
Stock
Awards(2)(3)(4)(5) ($) |
| |
Option
Awards(5)(6) ($) |
| |
Non-Equity
Incentive Plan Compensation(7) ($) |
| |
All Other
Compensation(9) ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Gordon A. Wilson
President and Chief Executive Officer(10) |
| | | | 2016 | | | | | | 679,690 | | | | | | 0 | | | | | | 3,074,996 | | | | | | 1,025,000 | | | | | | 876,800 | | | | | | 157,284(11) | | | | | | 5,813,770 | | |
| | | 2015 | | | | | | 810,755 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 2,174,482(8) | | | | | | 180,725 | | | | | | 3,165,962 | | | ||
| | | 2014 | | | | | | 857,615 | | | | | | 581,817 | | | | | | 11,895,000 | | | | | | 1,105,156 | | | | | | 1,387,561(8) | | | | | | 200,506 | | | | | | 16,027,655 | | | ||
Bernard Bot
Executive Vice President and Chief Financial Officer(10) |
| | | | 2016 | | | | | | 463,425 | | | | | | 0 | | | | | | 1,499,999 | | | | | | 0 | | | | | | 398,546 | | | | | | 131,411(11) | | | | | | 2,493,381 | | |
Stephen Shurrock
Executive Vice President and Chief Commercial Officer(10) |
| | | | 2016 | | | | | | 460,454 | | | | | | 0 | | | | | | 1,136,245 | | | | | | 378,748 | | | | | | 398,546 | | | | | | 22,908(11) | | | | | | 2,396,901 | | |
Matthew Minetola
Executive Vice President and Chief Information Officer |
| | | | 2016 | | | | | | 375,000 | | | | | | 0 | | | | | | 712,502 | | | | | | 237,502 | | | | | | 322,500 | | | | | | 17,650(11) | | | | | | 1,665,154 | | |
| | | 2015 | | | | | | 375,000 | | | | | | 0 | | | | | | 0 | | | | | | 249,999 | | | | | | 356,250 | | | | | | 120,688 | | | | | | 1,101,937 | | | ||
| | | 2014 | | | | | | 28,846 | | | | | | 0 | | | | | | 749,988 | | | | | | 251,801 | | | | | | 0 | | | | | | 865 | | | | | | 1,031,501 | | | ||
Thomas Murphy
Executive Vice President and General Counsel(10) |
| | | | 2016 | | | | | | 383,098 | | | | | | 0 | | | | | | 637,501 | | | | | | 212,501 | | | | | | 329,464 | | | | | | 26,392(11) | | | | | | 1,588,956 | | |
| | | 2015 | | | | | | 445,254 | | | | | | 0 | | | | | | 562,493 | | | | | | 188,090 | | | | | | 456,971 | | | | | | 57,009 | | | | | | 1,709,817 | | |
Name
|
| |
Pension/
401(k) Match ($) |
| |
Supplemental
Cash Pension Allowance ($) |
| |
Travel
Allowance ($) |
| |
Cash Car
Allowance ($) |
| |
Housing
Allowance ($) |
| |
Financial
Planning ($) |
| |
Life
Insurance ($) |
| |
Relocation
Benefits ($) |
| |
Family
Cover- Private Medical Insurance |
| |
Total
($) |
| ||||||||||||||||||||||||||||||
Gordon A. Wilson,
President, Chief Executive Officer and Director |
| | | | 0 | | | | | | 101,954 | | | | | | 6,179 | | | | | | 39,546 | | | | | | — | | | | | | 6,260 | | | | | | 2,221 | | | | | | — | | | | | | 1,124 | | | | | | 157,284 | | |
Bernard Bot,
Executive Vice President and Chief Financial Officer |
| | | | 12,100 | | | | | | — | | | | | | — | | | | | | 18,908 | | | | | | 30,519 | | | | | | 2,743 | | | | | | 1,514 | | | | | | 63,379 | | | | | | 2,248 | | | | | | 131,411 | | |
Stephen Shurrock,
Executive Vice President and Chief Commercial Officer |
| | | | 0 | | | | | | — | | | | | | — | | | | | | 18,787 | | | | | | — | | | | | | 1,483 | | | | | | 1,514 | | | | | | — | | | | | | 1,124 | | | | | | 22,908 | | |
Matthew Minetola,
Executive Vice President and Chief Information Officer |
| | | | 15,900 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,750 | | | | | | — | | | | | | — | | | | | | 17,650 | | |
Thomas Murphy,
Executive Vice President and General Counsel |
| | | | 5,108 | | | | | | — | | | | | | — | | | | | | 18,908 | | | | | | — | | | | | | 0 | | | | | | 1,252 | | | | | | — | | | | | | 1,124 | | | | | | 26,392 | | |
| | | | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All
Other Stock Awards: Number of Shares of Stock Units (#) |
| |
All
Other Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/sh) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(2)(3) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Type of
Award |
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
($) |
| |||||||||||||||||||||||||||||||||||||||||||||
Gordon A. Wilson
President, Chief Executive Officer and Director |
| |
Non-
Equity Incentive Plan |
| | | | | | | | | | 407,814 | | | | | | 1,019,535 | | | | | | 2,039,070 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| RSUs(4) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 77,475 | | | | | | | | | | | | | | | | | | 1,024,994 | | | ||
| PSUs(5) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | 77,476 | | | | | | 154,951 | | | | | | 309,902 | | | | | | | | | | | | | | | | | | | | | | | | 2,050,002 | | | ||
| Options(6) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 254,975 | | | | | | 13.23 | | | | | | 1,025,000 | | | ||
Bernard Bot
Executive Vice President and Chief Financial Officer |
| |
Non-
Equity Incentive Plan |
| | | | | | | | | | 185,370 | | | | | | 463,425 | | | | | | 926,850 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| RSUs(4) | | | | | 1/1/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 46,512 | | | | | | | | | | | | | | | | | | 600,005 | | | ||
| PSUs(5) | | | | | 1/1/16 | | | | | | | | | | | | | | | | | | | | | | | | 34,884 | | | | | | 69,767 | | | | | | 139,534 | | | | | | | | | | | | | | | | | | | | | | | | 899,994 | | | ||
Stephen Shurrock
Executive Vice President and Chief Commercial Officer |
| |
Non-
Equity Incentive Plan |
| | | | | | | | | | 185,370 | | | | | | 463,425 | | | | | | 926,850 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| RSUs(4) | | | | | 1/4/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,360 | | | | | | | | | | | | | | | | | | 378,744 | | | ||
| PSUs(5) | | | | | 1/4/16 | | | | | | | | | | | | | | | | | | | | | | | | 29,361 | | | | | | 58,721 | | | | | | 117,442 | | | | | | | | | | | | | | | | | | | | | | | | 757,501 | | | ||
| Options(6) | | | | | 1/4/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 86,670 | | | | | | 12.90 | | | | | | 378,748 | | | ||
Matthew Minetola
Executive Vice President and Chief Information Officer |
| |
Non-
Equity Incentive Plan |
| | | | | | | | | | 150,000 | | | | | | 375,000 | | | | | | 750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| RSUs(4) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,952 | | | | | | | | | | | | | | | | | | 237,505 | | | ||
| PSUs(5) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | 17,952 | | | | | | 35,903 | | | | | | 71,806 | | | | | | | | | | | | | | | | | | | | | | | | 474,997 | | | ||
| Options(6) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,080 | | | | | | 13.23 | | | | | | 237,502 | | | ||
Thomas Murphy
Executive Vice President and General Counsel |
| |
Non-
Equity Incentive Plan |
| | | | | | | | | | 153,239 | | | | | | 383,098 | | | | | | 766,196 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| RSUs(4) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,062 | | | | | | | | | | | | | | | | | | 212,500 | | | ||
| PSUs(5) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | 16,062 | | | | | | 32,124 | | | | | | 64,248 | | | | | | | | | | | | | | | | | | | | | | | | 425,001 | | | ||
| Options(6) | | | | | 3/15/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 52,861 | | | | | | 13.23 | | | | | | 212,501 | | |
| | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Type of
Award |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock that have not Vested (#) |
| |
Market
Value of Shares or Units of Stock that have not Vested ($)(4) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(4) |
| ||||||||||||||||||||||||
Gordon A. Wilson,
President, Chief Executive Officer and Director |
| |
2014 RSUs(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 34,375 | | | | | | 484,688 | | | | | | | | | | | | | | |
|
2014 PSUs(2)(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 275,000 | | | | | | 3,877,500 | | | | | | | | | | | | | | | ||
|
2014 Options(3)
|
| | | | 85,938 | | | | | | 85,937 | | | | | | 16.00 | | | | | | 9/25/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| 2016 RSUs(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 77,475 | | | | | | 1,092,398 | | | | | | | | | | | | | | | ||
|
2016 PSUs(2)(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 309,902 | | | | | | 4,369,618 | | | ||
|
2016 Options(3)
|
| | | | 0 | | | | | | 254,975 | | | | | | 13.23 | | | | | | 3/15/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Bernard Bot,
Executive Vice President and Chief Financial Officer |
| |
2016 RSUs(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 46,512 | | | | | | 655,819 | | | | | | | | | | | | | | |
|
2016 PSUs(2)(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 139,534 | | | | | | 1,967,429 | | | ||
Stephen Shurrock,
Executive Vice President and Chief Commercial Officer |
| |
2016 RSUs(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,360 | | | | | | 413,976 | | | | | | | | | | | | | | |
|
2016 PSUs(2)(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 117,442 | | | | | | 1,655,932 | | | ||
|
2016 Options(3)
|
| | | | 0 | | | | | | 86,670 | | | | | | 12.90 | | | | | | 1/4/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Matthew Minetola,
Executive Vice President and Chief Information Officer |
| |
2014 RSUs(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,204 | | | | | | 101,576 | | | | | | | | | | | | | | |
|
2014 PSUs(2)(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,636 | | | | | | 812,668 | | | | | | | | | | | | | | | ||
|
2014 Options(3)
|
| | | | 18,012 | | | | | | 18,011 | | | | | | 17.35 | | | | | | 12/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
2015 Options(3)
|
| | | | 13,617 | | | | | | 40,849 | | | | | | 13.15 | | | | | | 9/8/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| 2016 RSUs(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,952 | | | | | | 253,123 | | | | | | | | | | | | | | | ||
|
2016 PSUs(2)(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 71,806 | | | | | | 1,012,465 | | | ||
|
2016 Options(3)
|
| | | | 0 | | | | | | 59,080 | | | | | | 13.23 | | | | | | 3/15/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Thomas Murphy,
Executive Vice President and General Counsel |
| |
2015 RSUs(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,877 | | | | | | 82,866 | | | | | | | | | | | | | | |
|
2015 PSUs(2)(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 47,022 | | | | | | 663,010 | | | | | | | | | | | | | | | ||
|
2015 Options(3)
|
| | | | 14,695 | | | | | | 14,694 | | | | | | 15.95 | | | | | | 1/12/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| 2016 RSUs(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,062 | | | | | | 226,474 | | | | | | | | | | | | | | | ||
|
2016 PSUs(2)(6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 64,248 | | | | | | 905,897 | | | ||
|
2016 Options(3)
|
| | | | 0 | | | | | | 52,861 | | | | | | 13.23 | | | | | | 3/15/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Stock Awards
|
| |||||||||
Name
|
| |
Plan or Award Type
|
| |
Number of
Company Shares Becoming Vested During the Year |
| |
Value Realized
on Vesting ($) |
| |||||||||
Gordon A. Wilson,
President, Chief Executive Officer and Director |
| | | | 2014 RSUs | | | | | | 17,187 | | | | | | 244,399 | | |
Bernard Bot,
Executive Vice President and Chief Financial Officer |
| | | | — | | | | | | — | | | | | | — | | |
Stephen Shurrock,
Executive Vice President and Chief Commercial Officer |
| | | | — | | | | | | — | | | | | | — | | |
Matthew Minetola,
Executive Vice President and Chief Information Officer |
| | | | 2014 RSUs | | | | | | 3,602 | | | | | | 51,220 | | |
Thomas Murphy,
Executive Vice President and General Counsel |
| | | | 2015 RSUs | | | | | | 2,939 | | | | | | 41,793 | | |
Name
|
| |
Beginning
Balance at Prior Fiscal Year (“FY”) End (“FYE”) (12/31/2015) ($) |
| |
Executive
Contributions in Last FY ($) |
| |
Company
Contributions in Last FY ($) |
| |
Aggregate
Earnings in Last FY ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE (12/31/2016) ($) |
| ||||||||||||||||||
Matthew Minetola,
Executive Vice President and Chief Information Officer |
| | | | 4,463 | | | | | | 0 | | | | | | 0 | | | | | | 364 | | | | | | 0 | | | | | | 4,827 | | |
Current
|
| |
Cash
Severance Payment ($) |
| |
Acceleration and
Continuation of Equity(1) ($) |
| |
Total Termination
Benefits ($) |
| |||||||||
Gordon A. Wilson | | | | | |||||||||||||||
Voluntary retirement
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary termination
|
| | | | 3,398,450 | | | | | | 6,709,769 | | | | | | 10,108,219 | | |
Change in Control (CIC)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary or good reason termination after CIC
|
| | | | 3,398,450 | | | | | | 5,922,472 | | | | | | 9,320,922 | | |
Bernard Bot | | | | | |||||||||||||||
Voluntary retirement
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary termination
|
| | | | 0 | | | | | | 1,278,250 | | | | | | 1,278,250 | | |
Change in Control (CIC)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary or good reason termination after CIC
|
| | | | 0 | | | | | | 1,639,534 | | | | | | 1,639,534 | | |
Stephen Shurrock | | | | | |||||||||||||||
Voluntary retirement
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary termination
|
| | | | 0 | | | | | | 1,058,869 | | | | | | 1,058,869 | | |
Change in Control (CIC)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary or good reason termination after CIC
|
| | | | 0 | | | | | | 1,345,946 | | | | | | 1,345,946 | | |
Matthew Minetola | | | | | |||||||||||||||
Voluntary retirement
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary termination
|
| | | | 750,000 | | | | | | 1,478,067 | | | | | | 2,228,067 | | |
Change in Control (CIC)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary or good reason termination after CIC
|
| | | | 750,000 | | | | | | 1,357,472 | | | | | | 2,107,472 | | |
Thomas Murphy | | | | | |||||||||||||||
Voluntary retirement
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary termination
|
| | | | 0 | | | | | | 1,239,559 | | | | | | 1,239,559 | | |
Change in Control (CIC)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Involuntary or good reason termination after CIC
|
| | | | 0 | | | | | | 1,139,782 | | | | | | 1,139,782 | | |
Name
|
| |
Fees Earned or
Paid in Cash(1) ($) |
| |
Stock Awards(2)
($) |
| |
Total
($) |
| |||||||||
Douglas M. Steenland, Chairman
|
| | | | 150,000 | | | | | | 325,000 | | | | | | 475,000 | | |
Elizabeth L. Buse, Director
|
| | | | 189,396(3) | | | | | | 125,000 | | | | | | 314,396 | | |
Douglas A. Hacker, Director
|
| | | | 105,000 | | | | | | 125,000 | | | | | | 230,000 | | |
Michael J. Durham, Director
|
| | | | 100,000 | | | | | | 125,000 | | | | | | 225,000 | | |
Steven R. Chambers, Director
|
| | | | 85,000 | | | | | | 125,000 | | | | | | 210,000 | | |
Scott E. Forbes, Director
|
| | | | 39,266(4) | | | | | | 125,000 | | | | | | 164,266 | | |
Gavin Baiera, Former Director
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Gregory Blank, Former Director
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | |
Name and Address of Beneficial Owner
|
| |
Number of Common Shares
Beneficially Owned |
| |
Percentage of Common Shares
Beneficially Owned |
| ||||||
FMR LLC(1)
|
| | | | 8,221,808 | | | | | | 6.61% | | |
HG Vora Special Opportunities Master Fund Ltd.(2)
|
| | | | 7,500,000 | | | | | | 6.03% | | |
BlackRock, Inc.(3)
|
| | | | 7,299,510 | | | | | | 5.87% | | |
Gordon A. Wilson(4)
|
| | | | 860,178 | | | | | | * | | |
Bernard Bot
|
| | | | 6,162 | | | | | | * | | |
Matthew Minetola(5)
|
| | | | 54,190 | | | | | | * | | |
Stephen Shurrock(6)
|
| | | | 25,558 | | | | | | * | | |
Thomas Murphy(7)
|
| | | | 33,152 | | | | | | * | | |
Rosemary Thomson
|
| | | | — | | | | | | * | | |
Douglas M. Steenland(8)
|
| | | | 387,143 | | | | | | * | | |
Elizabeth L. Buse(9)
|
| | | | 25,824 | | | | | | * | | |
Steven R. Chambers(10)
|
| | | | 14,206 | | | | | | * | | |
Michael J. Durham(11)
|
| | | | 35,824 | | | | | | * | | |
Scott E. Forbes
|
| | | | — | | | | | | * | | |
Douglas A. Hacker(12)
|
| | | | 41,449 | | | | | | * | | |
John B. Smith
|
| | | | — | | | | | | * | | |
All directors and executive officers as a group (13 individuals)
|
| | | | 1,483,686 | | | | | | 1.19% | | |
Plan Category
|
| |
Number of Securities to
be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Share Units |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (Excluding Restricted Share Units) ($) |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)(c) |
| |||||||||
Equity compensation plans approved by security holders(a)
|
| | | | 5,465,294 | | | | | $ | 13.94 | | | | | | 9,177,925 | | |
Equity compensation plans not approved by
security holders(b) |
| | | | 1,140,122 | | | | | $ | 12.17 | | | | | | 2,430,262 | | |
Total
|
| | | | 6,605,416 | | | | | $ | 13.58 | | | | | | 11,608,187 | | |
| Options | | | | | 2,166,066 | | |
|
RSUs
|
| | | | 1,136,844 | | |
| PSUs | | | | | 2,162,384 | | |
|
Total
|
| | | | 5,465,294 | | |
|
|
Options
|
| | | | 554,448 | | |
| RSUs | | | | | 127,248 | | |
| PSUs | | | | | 458,426 | | |
|
Total
|
| | | | 1,140,122 | | |
|
| RSUs | | | | | 131,215 | | |
|
PSUs
|
| | | | 286,335 | | |
| Total | | | | | 417,550 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
(in $ thousands)
|
| |
2016
|
| |
2015
|
| |
2014
|
| |||||||||
Net income
|
| | | $ | 15,046 | | | | | $ | 20,210 | | | | | $ | 91,300 | | |
Adjustments: | | | | | |||||||||||||||
Amortization of intangible assets
|
| | | | 47,095 | | | | | | 71,567 | | | | | | 77,300 | | |
Loss on early extinguishment of debt
|
| | | | 4,333 | | | | | | — | | | | | | 107,590 | | |
Share of losses in equity method investments
|
| | | | — | | | | | | 671 | | | | | | 1,084 | | |
Gain on sale of shares of Orbitz Worldwide
|
| | | | — | | | | | | (6,271) | | | | | | (355,750) | | |
Equity-based compensation and related taxes
|
| | | | 31,788 | | | | | | 28,875 | | | | | | 43,906 | | |
Corporate and restructuring costs
|
| | | | 38,772 | | | | | | 19,226 | | | | | | 13,904 | | |
Impairment of long-lived assets
|
| | | | 11,152 | | | | | | — | | | | | | 1,626 | | |
Other – non cash
|
| | | | 17,646 | | | | | | (13,527) | | | | | | 10,721 | | |
Tax impact of adjustments
|
| | | | (11,338) | | | | | | 1,594 | | | | | | (2,201) | | |
Adjusted Net Income (Loss)
|
| | | | 154,494 | | | | | | 122,345 | | | | | | (10,520) | | |
Adjustments: | | | | | |||||||||||||||
Interest expense, net
|
| | | | 145,313 | | | | | | 157,442 | | | | | | 278,198 | | |
Remaining provision for income taxes
|
| | | | 41,091 | | | | | | 25,532 | | | | | | 40,729 | | |
Adjusted Operating Income
|
| | | | 340,898 | | | | | | 305,319 | | | | | | 308,407 | | |
Adjustments: | | | | | |||||||||||||||
Depreciation and amortization of property and equipment
|
| | | | 162,314 | | | | | | 162,661 | | | | | | 155,548 | | |
Amortization of customer loyalty payments
|
| | | | 71,137 | | | | | | 67,047 | | | | | | 76,158 | | |
Adjusted EBITDA
|
| | | $ | 574,349 | | | | | $ | 535,027 | | | | | $ | 540,113 | | |
|
| | |
Year Ended
December 31, |
| |||||||||||||||
(in $)
|
| |
2016
|
| |
2015
|
| |
2014
|
| |||||||||
Income per share – diluted
|
| | | $ | 0.13 | | | | | $ | 0.13 | | | | | $ | 0.98 | | |
Per share adjustments to net income to determine Adjusted Income per Share – diluted
|
| | | | 1.10 | | | | | | 0.87 | | | | | | 1.10 | | |
Adjusted Income (Loss) per Share – diluted
|
| | | $ | 1.23 | | | | | $ | 1.00 | | | | | $ | (0.12) | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
(in $ thousands)
|
| |
2016
|
| |
2015
|
| |
2014
|
| |||||||||
Adjusted EBITDA
|
| | | $ | 574,349 | | | | | $ | 535,027 | | | | | $ | 540,113 | | |
Interest payments
|
| | | | (136,458) | | | | | | (145,522) | | | | | | (294,168) | | |
Tax payments
|
| | | | (20,776) | | | | | | (24,673) | | | | | | (26,204) | | |
Customer loyalty payments
|
| | | | (84,562) | | | | | | (74,712) | | | | | | (92,945) | | |
Changes in working capital
|
| | | | (5,698) | | | | | | (24,939) | | | | | | (18,092) | | |
Pension liability contribution
|
| | | | (3,157) | | | | | | (2,759) | | | | | | (6,642) | | |
Changes in other assets and liabilities
|
| | | | 1,912 | | | | | | 14,283 | | | | | | 3,052 | | |
Other adjusting items
|
| | | | (26,591) | | | | | | (14,482) | | | | | | (46,663) | | |
Net cash provided by operating activities
|
| | | | 299,019 | | | | | | 262,223 | | | | | | 58,451 | | |
Less: capital expenditures on property and equipment additions
|
| | | | (107,460) | | | | | | (106,095) | | | | | | (111,723) | | |
Free Cash Flow
|
| | | | 191,559 | | | | | | 156,128 | | | | | | (53,272) | | |
|
(in $ thousands)
|
| |
December 31, 2016
|
| |
December 31, 2015
|
| ||||||
Current portion of long-term debt
|
| | | $ | 63,558 | | | | | $ | 74,163 | | |
Non-current portion of long-term debt
|
| | | | 2,281,210 | | | | | | 2,363,035 | | |
Total debt
|
| | | | 2,344,768 | | | | | | 2,437,198 | | |
Less: Cash and cash equivalents
|
| | | | (139,938) | | | | | | (154,841) | | |
Net Debt
|
| | | $ | 2,204,830 | | | | | $ | 2,282,357 | | |
|