Pay vs Performance Disclosure
Unit_pure in Millions |
12 Months Ended |
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure [Table] |
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|
| Pay vs Performance [Table Text Block] |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance. Required Tabular Disclosure of Compensation Actually Paid versus Performance The following table discloses information on “compensation actually paid” (CAP) to our principal executive officers (PEOs) and (on average) to our other NEOs (non-PEO NEOs) during the specified years alongside total shareholder return (TSR) and net income metrics, as well as a Company-selected measure of free cash flow. The Company selected this measure as the most important in linking compensation actually paid to our NEOs for 2022 to Company performance, as free cash flow was the predominant metric used in our 2020-2022 performance awards (representing 50% of target long-term incentive awards granted to our executives for that award cycle) as well as our 2022 annual incentive plan, as described in more detail beginning on page 41.
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Summary Compensation Table Total for PEO ($) (1) |
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Compensation Actually Paid to PEO ($) (2) |
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Avg. Summary Compensation Table Total for Non-PEO NEOs (3) |
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Avg. Compensation Actually Paid to Non-PEO NEOs (4) |
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Value of Initial Fixed $100
Investment Based On: |
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Total Shareholder Return ($) (5) |
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Peer Group Total Shareholder Return ($) (5) |
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| 2022 |
|
$ |
22,480,396 |
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|
n/a |
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|
$ |
15,086,948 |
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|
n/a |
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$ |
7,278,023 |
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$ |
5,730,808 |
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$ |
58.82 |
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$ |
111.54 |
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(4,935 |
) |
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2,000 |
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| 2021 |
|
$ |
21,093,605 |
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n/a |
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$ |
17,721,564 |
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n/a |
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$ |
6,120,583 |
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$ |
4,825,472 |
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$ |
62.17 |
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$ |
95.03 |
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(4,202 |
) |
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(4,396 |
) |
| 2020 |
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$ |
21,074,052 |
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$ |
5,221,778 |
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$ |
14,363,337 |
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($ |
4,134,019 |
) |
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$ |
4,904,755 |
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$ |
2,553,749 |
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$ |
66.10 |
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$ |
83.94 |
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(11,873 |
) |
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(19,713 |
) |
| (1) |
Reflects the total compensation of our current CEO, David Calhoun, who is our PEO, and Gregory Smith, who served as interim CEO for a period of 12 days during 2020, and is therefore included in this table as an additional PEO in accordance with SEC rules. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown (and for Mr. Smith, solely reflect compensation for his service as our CFO, since he received no additional compensation for his service as interim CEO in 2020). |
| (2) |
The dollar amounts shown in these columns reflect “compensation actually paid” to Mr. Calhoun and Mr. Smith, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP are shown in the tables below. For Mr. Smith, information is only included with respect to 2020, the year in which he served as interim CEO. |
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CEO – Reconciliation of SCT Total to CAP Total (a) |
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Grant Date Fair Value of Awards Granted During Year (b) |
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Fair Value of Equity Calculated Using SEC Methodology (c) |
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Change in Actuarial
Value of Pension
Benefits During Year |
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| 2022 |
|
22,480,396 |
|
– |
|
$17,000,000 |
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+ |
|
$9,606,552 |
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– |
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$0 |
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= |
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$15,086,948 |
| 2021 |
|
$21,093,605 |
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– |
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$16,000,000 |
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+ |
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$12,627,959 |
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– |
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$0 |
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= |
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$17,721,564 |
| 2020 |
|
$21,074,052 |
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– |
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$20,515,106 |
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+ |
|
$13,804,391 |
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– |
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$0 |
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= |
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$14,363,337 |
| |
Interim CEO – Reconciliation of SCT Total to CAP Total (a) |
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Grant Date Fair Value of Awards Granted During Year (b) |
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Fair Value of Equity Calculated Using SEC Methodology (c) |
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Change in Actuarial
Value of Pension
Benefits During Year |
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| 2020 |
|
$5,221,778 |
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– |
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$2,565,845 |
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+ |
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($5,510,299) |
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– |
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$411,186 |
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= |
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($3,265,552) |
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(a) |
As shown in these tables, the CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to (1) include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for the applicable year. We note the SEC rules also require CAP to include any actuarially determined service cost or prior service cost under pension plans for services rendered by the executive during the applicable year. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen at the end of 2015; thus, there is no longer service cost or prior service cost and no adjustment is required for this element. |
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(b) |
Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year. |
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(c) |
The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT (on page 56), which requires us to show the grant date value of equity awards granted during the applicable year, the CAP table requires us to calculate equity fair value as follows: |
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• |
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for awards granted during the applicable year (and which are still outstanding), the year-end value ; |
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• |
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for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicable year-end compared against the prior year-end; |
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• |
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for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared against the prior year-end; |
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• |
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for any awards granted in the applicable year that vested during the applicable year, the value as of the vesting date; |
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• |
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for any awards that vested during the applicable year, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date; |
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• |
|
for awards granted in prior years that were forfeited during the applicable year, the value as of the prior year-end. | The specific calculations for each of Mr. Calhoun and Mr. Smith for the relevant years are shown in the tables below.
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CEO – CAP Fair Value of Equity Calculation |
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Awards
Outstanding
as of YE
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Change in Value
as of YE for Awards
Outstanding as of
YE |
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Change in Value as
of Vesting Date for
Awards
That Vested During
the Year |
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Value as of Vesting
Date for Awards That
Vested During the
Year* |
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Value as of Vesting
Date for Dividend
Equivalents That
Vested During the
Year |
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Awards
Forfeited During
the Year |
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Value of
Equity for
CAP
Purposes |
| 2022 |
|
$14,652,897 |
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+ |
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($2,959,585) |
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+ |
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($92,993) |
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+ |
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$225,481 |
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+ |
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$0 |
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– |
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$2,219,249 |
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= |
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$9,606,552 |
| 2021 |
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$13,701,091 |
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+ |
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($1,444,024) |
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+ |
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$60,047 |
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+ |
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$310,845 |
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+ |
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$0 |
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– |
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$0 |
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= |
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$12,627,959 |
| 2020 |
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$13,804,391 |
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+ |
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$0 |
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+ |
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$0 |
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+ |
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$0 |
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+ |
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$0 |
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– |
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$0 |
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= |
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$13,804,391 |
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* |
We generally do not issue equity awards that vest in the year of grant. The amounts shown in this column exclusively reflect the portion of any current year award that was withheld from a current year award to pay FICA payroll tax withholding obligations (and income taxes due on the amounts withheld) due in connection with the executive qualifying as retirement-eligible during the applicable year. |
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Interim CEO – CAP Fair Value of Equity Calculation |
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Awards
Outstanding
as of YE
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Change in Value
as of YE for Awards
Outstanding as of
YE |
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Change in Value as
of Vesting Date for
Awards
That Vested During
the Year |
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Value as of Vesting
Date for Awards That
Vested During the
Year |
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Value as of Vesting
Date for Dividend
Equivalents That
Vested During the
Year |
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Awards
Forfeited During
the Year |
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Value of
Equity for
CAP
Purposes |
| 2022 |
|
$1,721,648 |
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+ |
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($7,138,752) |
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+ |
|
($400,096) |
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+ |
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$0 |
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+ |
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$306,901 |
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– |
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$0 |
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= |
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($5,510,299) |
| (3) |
Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non-PEO NEOs included in the table above are the following individuals: for 2022, Brian West, Stanley Deal, Theodore Colbert, Brett Gerry and Leanne Caret; for 2021, Gregory Smith, David Dohnalek, Brian West, Leanne Caret, Theodore Colbert III and Stanley Deal; and for 2020, Michael D’Ambrose, Stanley Deal and Leanne Caret (but excluding Mr. Smith, whose 2020 compensation is included in the interim PEO columns). |
| (4) |
The dollar amounts shown in these columns reflect average “compensation actually paid” to our other NEOs, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual average final amount of compensation earned or paid to these individuals during the applicable years. The adjustments made to their average total compensation for each year to determine CAP are shown in the table below: |
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Other NEOs (Average) – Reconciliation of SCT Total to CAP Total (a) |
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Grant Date Fair Value of Awards Granted During Year (b) |
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Fair Value of Equity Calculated Using SEC Methodology (c) |
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|
Change in Actuarial
Value of Pension
Benefits During Year |
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|
| 2022 |
|
$7,278,023 |
|
– |
|
$4,870,000 |
|
+ |
|
$3,322,785 |
|
– |
|
$0 |
|
= |
|
$5,730,808 |
| 2021 |
|
$6,120,583 |
|
– |
|
$4,093,722 |
|
+ |
|
$2,798,611 |
|
– |
|
$0 |
|
= |
|
$4,825,472 |
| 2020 |
|
$4,904,755 |
|
– |
|
$2,360,131 |
|
+ |
|
$481,212 |
|
– |
|
$472,087 |
|
= |
|
$2,553,749 |
|
(a) |
The CAP total figures were calculated using the same methodology described above in footnote (a) to the CEO and Interim CEO “Reconciliation of SCT Total to CAP Total” tables shown above. |
|
(b) |
Represents the average total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for these NEOs for the applicable year. |
| |
(c) |
The fair value of equity component of the CAP calculation was determined using the same methodology described above in footnote (c) to the CEO and Interim CEO “Reconciliation of SCT Total to CAP Total” tables shown above, using averages for the included NEOs. The specific calculations for the included NEOs for the relevant years are shown in the table below. |
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Other NEOs – CAP Fair Value of Equity Calculation |
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Awards
Outstanding
as of YE
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Awards
Outstanding
as of YE |
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|
Awards
That Vested
During the
Year |
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Avg. Value as of
Vesting Date for
|
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|
Vesting
Date for
Dividend
Equivalents
That
Vested |
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Avg. Value as of
Prior YE for
|
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|
Avg. Value of
Equity for
CAP
Purposes |
| 2022 |
|
$3,443,174 |
|
+ |
|
($168,997) |
|
+ |
|
$42,641 |
|
+ |
|
$234,739 |
|
+ |
|
$52,081 |
|
– |
|
$280,852 |
|
= |
|
$3,322,785 |
| 2021 |
|
$2,856,140 |
|
+ |
|
($477,121) |
|
+ |
|
$212,559 |
|
+ |
|
$145,153 |
|
+ |
|
$213,322 |
|
– |
|
$151,441 |
|
= |
|
$2,798,611 |
| 2020 |
|
$2,077,475 |
|
+ |
|
($1,774,384) |
|
+ |
|
($363,489) |
|
+ |
|
$0 |
|
+ |
|
$541,610 |
|
– |
|
$0 |
|
= |
|
$481,212 |
| |
* |
We generally do not issue equity awards that vest in the year of grant. The amounts shown in this column exclusively reflect the portion of any current year award that was withheld from a current year award to pay FICA payroll tax withholding obligations (and income taxes due on the amounts withheld) due in connection with the executive qualifying as retirement-eligible during the applicable year. |
| (5) |
Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index , which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 40. |
| (6) |
Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown. |
| (7) |
Free cash flow is the financial measure from the tabular list of 2022 Most Important Measures shown below, which, in the Company’s assessment, represents for 2022 the most important performance measure used to link compensation actually paid to our CEOs and other NEOs to the Company’s performance. Free cash flow is defined on page 43 and is a non-GAAP financial measure. |
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| Company Selected Measure Name |
Free cash flow
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| Named Executive Officers, Footnote [Text Block] |
Our non-PEO NEOs included in the table above are the following individuals: for 2022, Brian West, Stanley Deal, Theodore Colbert, Brett Gerry and Leanne Caret; for 2021, Gregory Smith, David Dohnalek, Brian West, Leanne Caret, Theodore Colbert III and Stanley Deal; and for 2020, Michael D’Ambrose, Stanley Deal and Leanne Caret (but excluding Mr. Smith, whose 2020 compensation is included in the interim PEO columns).
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| Peer Group Issuers, Footnote [Text Block] |
As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index , which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 40.
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| Adjustment To PEO Compensation, Footnote [Text Block] |
| (2) |
The dollar amounts shown in these columns reflect “compensation actually paid” to Mr. Calhoun and Mr. Smith, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP are shown in the tables below. For Mr. Smith, information is only included with respect to 2020, the year in which he served as interim CEO. |
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CEO – Reconciliation of SCT Total to CAP Total (a) |
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|
Grant Date Fair Value of Awards Granted During Year (b) |
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Fair Value of Equity Calculated Using SEC Methodology (c) |
|
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|
Change in Actuarial
Value of Pension
Benefits During Year |
|
|
|
|
| 2022 |
|
22,480,396 |
|
– |
|
$17,000,000 |
|
+ |
|
$9,606,552 |
|
– |
|
$0 |
|
= |
|
$15,086,948 |
| 2021 |
|
$21,093,605 |
|
– |
|
$16,000,000 |
|
+ |
|
$12,627,959 |
|
– |
|
$0 |
|
= |
|
$17,721,564 |
| 2020 |
|
$21,074,052 |
|
– |
|
$20,515,106 |
|
+ |
|
$13,804,391 |
|
– |
|
$0 |
|
= |
|
$14,363,337 |
| |
Interim CEO – Reconciliation of SCT Total to CAP Total (a) |
|
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|
|
|
|
|
Grant Date Fair Value of Awards Granted During Year (b) |
|
|
|
Fair Value of Equity Calculated Using SEC Methodology (c) |
|
|
|
Change in Actuarial
Value of Pension
Benefits During Year |
|
|
|
|
| 2020 |
|
$5,221,778 |
|
– |
|
$2,565,845 |
|
+ |
|
($5,510,299) |
|
– |
|
$411,186 |
|
= |
|
($3,265,552) |
| |
(a) |
As shown in these tables, the CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to (1) include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for the applicable year. We note the SEC rules also require CAP to include any actuarially determined service cost or prior service cost under pension plans for services rendered by the executive during the applicable year. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen at the end of 2015; thus, there is no longer service cost or prior service cost and no adjustment is required for this element. |
| |
(b) |
Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year. |
|
(c) |
The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT (on page 56), which requires us to show the grant date value of equity awards granted during the applicable year, the CAP table requires us to calculate equity fair value as follows: |
|
• |
|
for awards granted during the applicable year (and which are still outstanding), the year-end value ; |
|
• |
|
for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicable year-end compared against the prior year-end; |
|
• |
|
for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared against the prior year-end; |
|
• |
|
for any awards granted in the applicable year that vested during the applicable year, the value as of the vesting date; |
|
• |
|
for any awards that vested during the applicable year, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date; |
|
• |
|
for awards granted in prior years that were forfeited during the applicable year, the value as of the prior year-end. | The specific calculations for each of Mr. Calhoun and Mr. Smith for the relevant years are shown in the tables below.
|
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|
|
CEO – CAP Fair Value of Equity Calculation |
|
|
|
Awards
Outstanding
as of YE
|
|
|
|
Change in Value
as of YE for Awards
Outstanding as of
YE |
|
|
|
Change in Value as
of Vesting Date for
Awards
That Vested During
the Year |
|
|
|
Value as of Vesting
Date for Awards That
Vested During the
Year* |
|
|
|
Value as of Vesting
Date for Dividend
Equivalents That
Vested During the
Year |
|
|
|
Awards
Forfeited During
the Year |
|
|
|
Value of
Equity for
CAP
Purposes |
| 2022 |
|
$14,652,897 |
|
+ |
|
($2,959,585) |
|
+ |
|
($92,993) |
|
+ |
|
$225,481 |
|
+ |
|
$0 |
|
– |
|
$2,219,249 |
|
= |
|
$9,606,552 |
| 2021 |
|
$13,701,091 |
|
+ |
|
($1,444,024) |
|
+ |
|
$60,047 |
|
+ |
|
$310,845 |
|
+ |
|
$0 |
|
– |
|
$0 |
|
= |
|
$12,627,959 |
| 2020 |
|
$13,804,391 |
|
+ |
|
$0 |
|
+ |
|
$0 |
|
+ |
|
$0 |
|
+ |
|
$0 |
|
– |
|
$0 |
|
= |
|
$13,804,391 |
| |
* |
We generally do not issue equity awards that vest in the year of grant. The amounts shown in this column exclusively reflect the portion of any current year award that was withheld from a current year award to pay FICA payroll tax withholding obligations (and income taxes due on the amounts withheld) due in connection with the executive qualifying as retirement-eligible during the applicable year. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interim CEO – CAP Fair Value of Equity Calculation |
|
|
|
Awards
Outstanding
as of YE
|
|
|
|
Change in Value
as of YE for Awards
Outstanding as of
YE |
|
|
|
Change in Value as
of Vesting Date for
Awards
That Vested During
the Year |
|
|
|
Value as of Vesting
Date for Awards That
Vested During the
Year |
|
|
|
Value as of Vesting
Date for Dividend
Equivalents That
Vested During the
Year |
|
|
|
Awards
Forfeited During
the Year |
|
|
|
Value of
Equity for
CAP
Purposes |
| 2022 |
|
$1,721,648 |
|
+ |
|
($7,138,752) |
|
+ |
|
($400,096) |
|
+ |
|
$0 |
|
+ |
|
$306,901 |
|
– |
|
$0 |
|
= |
|
($5,510,299) |
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 7,278,023
|
$ 6,120,583
|
$ 4,904,755
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 5,730,808
|
4,825,472
|
2,553,749
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
| (4) |
The dollar amounts shown in these columns reflect average “compensation actually paid” to our other NEOs, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual average final amount of compensation earned or paid to these individuals during the applicable years. The adjustments made to their average total compensation for each year to determine CAP are shown in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other NEOs (Average) – Reconciliation of SCT Total to CAP Total (a) |
|
|
|
|
|
|
Grant Date Fair Value of Awards Granted During Year (b) |
|
|
|
Fair Value of Equity Calculated Using SEC Methodology (c) |
|
|
|
Change in Actuarial
Value of Pension
Benefits During Year |
|
|
|
|
| 2022 |
|
$7,278,023 |
|
– |
|
$4,870,000 |
|
+ |
|
$3,322,785 |
|
– |
|
$0 |
|
= |
|
$5,730,808 |
| 2021 |
|
$6,120,583 |
|
– |
|
$4,093,722 |
|
+ |
|
$2,798,611 |
|
– |
|
$0 |
|
= |
|
$4,825,472 |
| 2020 |
|
$4,904,755 |
|
– |
|
$2,360,131 |
|
+ |
|
$481,212 |
|
– |
|
$472,087 |
|
= |
|
$2,553,749 |
|
(a) |
The CAP total figures were calculated using the same methodology described above in footnote (a) to the CEO and Interim CEO “Reconciliation of SCT Total to CAP Total” tables shown above. |
|
(b) |
Represents the average total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for these NEOs for the applicable year. |
| |
(c) |
The fair value of equity component of the CAP calculation was determined using the same methodology described above in footnote (c) to the CEO and Interim CEO “Reconciliation of SCT Total to CAP Total” tables shown above, using averages for the included NEOs. The specific calculations for the included NEOs for the relevant years are shown in the table below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other NEOs – CAP Fair Value of Equity Calculation |
|
|
|
Awards
Outstanding
as of YE
|
|
|
|
Awards
Outstanding
as of YE |
|
|
|
Awards
That Vested
During the
Year |
|
|
|
Avg. Value as of
Vesting Date for
|
|
|
|
Vesting
Date for
Dividend
Equivalents
That
Vested |
|
|
|
Avg. Value as of
Prior YE for
|
|
|
|
Avg. Value of
Equity for
CAP
Purposes |
| 2022 |
|
$3,443,174 |
|
+ |
|
($168,997) |
|
+ |
|
$42,641 |
|
+ |
|
$234,739 |
|
+ |
|
$52,081 |
|
– |
|
$280,852 |
|
= |
|
$3,322,785 |
| 2021 |
|
$2,856,140 |
|
+ |
|
($477,121) |
|
+ |
|
$212,559 |
|
+ |
|
$145,153 |
|
+ |
|
$213,322 |
|
– |
|
$151,441 |
|
= |
|
$2,798,611 |
| 2020 |
|
$2,077,475 |
|
+ |
|
($1,774,384) |
|
+ |
|
($363,489) |
|
+ |
|
$0 |
|
+ |
|
$541,610 |
|
– |
|
$0 |
|
= |
|
$481,212 |
| |
* |
We generally do not issue equity awards that vest in the year of grant. The amounts shown in this column exclusively reflect the portion of any current year award that was withheld from a current year award to pay FICA payroll tax withholding obligations (and income taxes due on the amounts withheld) due in connection with the executive qualifying as retirement-eligible during the applicable year. |
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
|
|
| Compensation Actually Paid vs. Net Income [Text Block] |
|
|
|
| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
|
|
|
| Tabular List [Table Text Block] |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2022 to Company Performance As required, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs for 2022 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 36.
|
|
|
|
|
| |
|
2022 Most Important Measures (Unranked) |
| |
|
• Core earnings per share |
|
• Operational performance |
| |
|
• Free cash flow |
|
• Revenue |
| |
|
• Operating earnings |
|
• Three-year relative total shareholder return |
|
|
|
| Total Shareholder Return Amount |
$ 58.82
|
62.17
|
66.1
|
| Peer Group Total Shareholder Return Amount |
111.54
|
95.03
|
83.94
|
| Net Income (Loss) |
$ (4,935,000,000)
|
$ (4,202,000,000)
|
$ (11,873,000,000)
|
| Company Selected Measure Amount |
2,000
|
(4,396)
|
(19,713)
|
| Measure [Axis]: 1 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Core earnings per share
|
|
|
| Measure [Axis]: 2 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Operational performance
|
|
|
| Measure [Axis]: 3 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Free cash flow
|
|
|
| Non-GAAP Measure Description [Text Block] |
Free cash flow is the financial measure from the tabular list of 2022 Most Important Measures shown below, which, in the Company’s assessment, represents for 2022 the most important performance measure used to link compensation actually paid to our CEOs and other NEOs to the Company’s performance. Free cash flow is defined on page 43 and is a non-GAAP financial measure.
|
|
|
| Measure [Axis]: 4 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Revenue
|
|
|
| Measure [Axis]: 5 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Operating earnings
|
|
|
| Measure [Axis]: 6 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Three-year relative total shareholder return
|
|
|
| David Calhoun [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| PEO Total Compensation Amount |
$ 22,480,396
|
$ 21,093,605
|
$ 21,074,052
|
| PEO Actually Paid Compensation Amount |
$ 15,086,948
|
17,721,564
|
14,363,337
|
| PEO Name |
David Calhoun
|
|
|
| Gregory Smith [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| PEO Total Compensation Amount |
|
|
5,221,778
|
| PEO Actually Paid Compensation Amount |
|
|
(4,134,019)
|
| PEO Name |
Gregory Smith
|
|
|
| Interim PEO Description |
Gregory Smith, who served as interim CEO for a period of 12 days during 2020, and is therefore included in this table as an additional PEO in accordance with SEC rules. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown (and for Mr. Smith, solely reflect compensation for his service as our CFO, since he received no additional compensation for his service as interim CEO in 2020).
|
|
|
| PEO [Member] | David Calhoun [Member] | Grant Date Fair Value of Awards Granted During Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ (17,000,000)
|
(16,000,000)
|
(20,515,106)
|
| PEO [Member] | David Calhoun [Member] | Fair Value of Equity Calculated Using SEC Methodology [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
9,606,552
|
12,627,959
|
13,804,391
|
| PEO [Member] | David Calhoun [Member] | Change in Actuarial Value of Pension Benefits During Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| PEO [Member] | David Calhoun [Member] | SCT Total [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
22,480,396
|
21,093,605
|
21,074,052
|
| PEO [Member] | David Calhoun [Member] | CAP Total [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
15,086,948
|
17,721,564
|
14,363,337
|
| PEO [Member] | Gregory Smith [Member] | Grant Date Fair Value of Awards Granted During Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
|
(2,565,845)
|
| PEO [Member] | Gregory Smith [Member] | Fair Value of Equity Calculated Using SEC Methodology [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
|
(5,510,299)
|
| PEO [Member] | Gregory Smith [Member] | Change in Actuarial Value of Pension Benefits During Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
|
(411,186)
|
| PEO [Member] | Gregory Smith [Member] | SCT Total [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
|
5,221,778
|
| PEO [Member] | Gregory Smith [Member] | CAP Total [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
|
(3,265,552)
|
| Non-PEO NEO [Member] | Grant Date Fair Value of Awards Granted During Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(4,870,000)
|
(4,093,722)
|
(2,360,131)
|
| Non-PEO NEO [Member] | Fair Value of Equity Calculated Using SEC Methodology [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
3,322,785
|
2,798,611
|
481,212
|
| Non-PEO NEO [Member] | Change in Actuarial Value of Pension Benefits During Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ 0
|
$ 0
|
$ (472,087)
|
