applicable grant range. The Compensation Committee concluded that these award values resulted in target total
direct compensation for each executive officer that was within a reasonable range of our target pay positioning
strategy and were otherwise appropriate after considering our Chief Executive Officer's recommendation, its
own subjective evaluation of the individual's performance during the year, each officer's relative contributions
and importance to the continued success of the company. For Mr. Nickl, the Compensation Committee
determined to grant a long-term incentive award at the high end of the applicable grant range in light of
Mr. Nickl's performance as our Chief Financial Officer and as a result of his target compensation being below
our stated pay positioning.
options), 30% to restricted stock units (based on the closing market price of our common stock), and 30% to a
long-term performance cash award (based on the target value of the award). The Compensation Committee
believes that this allocation of our annual LTI awards among these three vehicles strikes an appropriate balance
between our compensation objectives of reinforcing the linkage between the interests of stockholders and our
executives, retaining our executives and motivating our executives to improve the operating performance and
profitability of our company, as explained in more detail below under the heading "LTI Award Vehicles." For
Mr. Milligan, who joined us on March 8, 2012, his annual LTI awards were granted at the end of March 2012,
and the Compensation Committee determined to allocate his award value equally between stock options and
restricted stock units.
This section analyzes the rationale for selecting these LTI award vehicles and the goals and objectives these
awards help us achieve.
inherently performance-based and serve as an effective means to achieve our compensation objective of
motivating our executives to contribute to the long-term growth and profitability of our company and thereby
create value for our stockholders, employees, customers, suppliers and communities in which we operate. Stock
options also function as a retention incentive for our executives as they generally vest and become exercisable in
periodic installments over a four-year period, contingent upon the executive's continued employment.
time the restricted stock units vest without the payment of an exercise price or other consideration. Although a
restricted stock unit award has some value regardless of stock price volatility, the value of restricted stock units
fluctuates as the value of our common stock increases or decreases thereby helping to achieve our compensation
objective of aligning our executives' interests with those of our stockholders, employees, customers, suppliers
and communities in which we operate. Restricted stock unit awards also assist us with retention in that they
generally vest and become payable upon the third anniversary of grant, contingent upon the executive's
continued employment through that date. We also believe that allocating some portion of our long-term
incentives to restricted stock unit awards is appropriate and beneficial to stockholders because we can grant more
grant date value per share with a restricted stock unit award than a stock option and thereby minimize the dilutive
effect of such equity awards on stockholders.
or financial performance goals established by the Compensation Committee. The purpose of the performance
cash awards is to focus executives on the achievement of key financial operating objectives over a multi-year
period. The long-term cash awards granted early in fiscal 2012 cover fiscal years 2012 and 2013 and become
payable at between 0% and 300% of the target award value based on the achievement of selected revenue and
operating income targets for the cumulative two-year period, which the Compensation Committee believes helps