TSX Equity Trends Report
Transcription
TSX Equity Trends Report
TSX Equity Trends Report 2014 Featuring Commentary From: About Equilar Equilar is the leading provider of executive compensation and corporate governance data for corporations, nonprofits, consulting firms, institutional investors, and the media. As the trusted data provider to 70% of the Fortune 500, Equilar helps companies accurately benchmark and track executive and board compensation, Say on Pay results, and compensation practices. Equilar's award-winning Equilar Insight product suite is the gold standard for benchmarking and tracking executive compensation, board compensation, equity grants, and award policies. With an extensive database and more than a decade’s worth of data, the Equilar Insight platform allows clients to accurately measure executive and board pay practices. With Equilar’s Governance Center, companies can better prepare by analyzing historical voting results and modeling pay for performance analyses to ensure successful Say on Pay outcomes. Equilar Insight’s Governance Center provides a comprehensive set of tools including: • Institutional Shareholder Services (ISS) Simulator • Glass Lewis Modeler • Pay for Performance Analytics Solution Equilar’s C-Suite mapping technology within the Equilar Atlas platform identifies pathways to executives and board members at target companies. With over 350,000 executive and board member profiles, Equilar Atlas is the premier executive resource for identifying new business opportunities. Equilar regularly publishes proprietary research reports and articles on the most pertinent issues and trends in executive compensation and corporate governance. Featured In Equilar, Inc. 1100 Marshall Street Redwood City, CA 94063 Phone: (650) 241-6600 Fax: (650) 701-0993 E-mail: [email protected] www.equilar.com Contents Introduction4 Executive Summary4 Methodology5 Equity Grant Practices5 Restricted Stock6 Options7 Restricted Stock and Options in Comparison8 Performance Equity12 Time-Based Equity Vesting15 Dilution17 Statistical Appendix19 ©2014 Equilar, Inc. The material in this publication may not be reproduced or distributed in whole or in part without the written consent of Equilar, Inc. This report provides information of general interest in an abridged manner and is not intended as a substitute for accounting, tax, investment, legal or other professional advice or services. Readers should consult with the appropriate professional(s) before acting on information contained in this publication. All data and analysis provided in this publication is owned by Equilar. Solium Capital Inc. contributed commentary to this publication. Solium Capital Inc. is not affiliated with Equilar and all commentary is owned solely by Solium Capital Inc. Any disclosure examples in this report are reformatted to fit this document, and certain sections of sample texts may be bolded to add emphasis. If you have questions or comments regarding this publication, please email [email protected]. Introduction Introduction Though all companies seek to attract and retain valuable employees through the use of various compensation vehicles, the vehicle combinations they use to accomplish this goal vary profoundly. The resulting structure of compensation plans is of paramount interest to shareholders, who, in the final analysis, foot the bill for such plans either through dilution or lower profits. Canadian companies have shared in the broader international shift toward the use of performance-based, full-value awards or units, yet they continue to grant time-vested option awards at a higher rate than companies in the United States. Executive Summary Though options remained a feature of 85.7% of sample TSX Composite companies’ compensation plans in 2013, those companies are increasingly looking to restricted stock, and particularly restricted stock units, to supplement or form the basis of their plans. The median grant of restricted stock and restricted stock units grew to 203,797 shares in 2013 from 133,102 shares in 2012, and the percentage of companies granting restricted stock or restricted stock units rose to 64.9% from 60.1%. Canadian option grant practices stand in contrast to those of the United States, where an increasingly large set of companies has abandoned options entirely. In 2009, 77.2% of S&P 1500 companies granted options, a share that has since decreased to 63.9%. Meanwhile, the percentage of S&P 1500 companies granting only full-value shares has risen from 20.0% to 34.7%. Documenting the stability of options among TSX Composite companies in the face of the rapidly growing use of full-value shares is a major theme of this report. Key Findings In 2013, 85.7% of companies granted options, and options remain a much more popular equity vehicle than in the U.S. The share of companies granting performance equity awards rose to 36.4% in 2013 from 34.6% in 2012 and 24.7% in 2009. The most common type of performance equity award was the multi-year stock unit, constituting 74.9% of performance equity awards. In 2013, 29.8% of companies granted only options and no restricted units, down from 33.9% in 2012. Of time-vesting equity awards granted by companies in 2013, 80.1% vested in multiple installments rather than in one final installment. Median overhang among companies stood at 2.87% in 2013, roughly the same as in 2012, despite a consistent rise in overhang from stock. The relatively prominent status of options in Canada likely results from differences in tax treatment. Option holders in both countries are subject to taxation at the time of exercise, but in Canada, the rate applied is the lower capital gains rate, whereas in the United States, the higher income tax rate is applied. The desirability of options due to this taxation structure has made companies more reticent to embrace alternative means of compensation, namely performance-based equity, as substitutes. Only 36.4% of sample TSX Composite companies granted performance-based equity in 2013, compared to 68.9% of sample companies in the S&P 1500. The prevalence of performance equity grants among sample TSX Composite companies, in addition to starting from a lower base than S&P 1500 companies, also grew at a slower pace. In 2012, performance equity was granted by 34.6% of sample TSX Composite companies and 64.0% of sample S&P 1500 companies, respectively. The main argument for granting performance-based equity in both countries is that such awards are more finely tuned instruments for incentivizing performance than options and are less likely to encourage excessive risk-taking. Proponents of options point out that options can also have performance conditions attached to their vesting and, since they appreciate in value as stock price rises, are an inherently performance-based vehicle. 2014 Equity Trends Report | 4 Introduction / Equity Grant Practices As equity mix in the TSX Composite has evolved over time, dilution has remained stable. Over the five-year period studied, median overhang remained between a high of 3.15% in 2011 and a low of 2.86% in 2012, settling at 2.87% in 2013. Overhang from options fell slightly during the interval but was partially offset by a rise in overhang from units. Methodology The companies in this analysis included a subset of TSX Composite companies with five years of publicly disclosed equity grant practices for which data were available at the time of writing (n=168), as well as a slightly smaller subset of companies with information on performance awards available (n=162). S&P 1500 companies used for comparison are based on samples constructed with the same methodology (large sample: n=1,345; small sample: n=859). The smaller samples are used for award-specific figures and the larger ones to determine equity grant mix and the quantities of options and stock granted or outstanding. Throughout the report, options and SARs, as well as restricted stock and restricted stock units, are summed in graphs and calculations unless otherwise stated (pages 13 and 14). The text and graphics contain selected data points. More can be found in the appendix at the conclusion of the report. Equity Grant Practices The chart below shows the percentage breakdown of sample companies granting each combination of stock and options over the five-year study period. Companies are increasingly likely to grant restricted units, though they do not appear to have appreciably displaced options. In 2013: 8.9% of companies granted exclusively restricted units. 29.8% of companies granted exclusively options. 56.0% of companies granted both options and restricted units. 5.4% of companies granted neither. 2014 Equity Trends Report | 5 Equity Grant Practices / Restricted Stock Equity Mix 100% 6.5% Percent of Companies Granting 90% 7.7% 10.1% 9.5% 8.9% RS/RSUs Only 80% 70% 48.8% 45.8% 38.1% 33.9% 29.8% 60% Options/ SARs Only 50% 40% 30% 33.3% Both 39.9% 44.0% 50.6% 56.0% 20% Neither 10% 11.3% 0% 2009 7.1% 2010 7.1% 2011 6.0% 2012 5.4% 2013 Solium Commentary Although stock options remain the most popular stock-based compensation instrument, the general trend in Canada confirms a transition to ‘full-value shares’ in the form of restricted and performance share units as a means to align employees more closely with shareholders. Additionally, Canadian issuers continue to be more selective in the award of grant-based instruments, limiting those to midmanagement and higher executive levels. There are several reasons for the popularity of ‘full-value shares’ plans and the deviation from broad-based corporate grants, but the key factors are: • Mitigating the dilutive effect of broad-based plans • Appeasing shareholder pressure to introduce performance- and stock-based compensation Replacing legacy stock option plans with ‘full-value shares’ is more advantageous from an employee retention perspective, especially in turbulent markets in which stock options have a tendency to expire underwater. Restricted Stock Grants of restricted units among sample TSX companies grew rapidly throughout the sample period. In 2013: The median number of RSA/RSUs granted stood at 203,797. The median number of RSA/RSUs outstanding stood at 433,931. 2014 Equity Trends Report | 6 Restricted Stock / Options Outstanding (in thousands) Granted (in thousands) 1200 3000 800 2000 400 1000 0 2009 2010 75th Percentile 2011 Median 2012 0 2009 2013 25th Percentile 2010 75th Percentile 2011 Median 2012 2013 25th Percentile S&P 1500 Comparison TSX restricted-unit grants grew considerably faster than their S&P 1500 counterparts, which are graphed below. TSX grants nevertheless remain much smaller. In 2013, among S&P 1500 companies: The median number of RSA/RSUs granted stood at 440,000. The median number of RSA/RSUs outstanding stood at 1,026,671. Outstanding (in thousands) Granted (in thousands) 1200 3000 800 2000 400 1000 0 2009 2010 75th Percentile 2011 Median 2012 2013 25th Percentile 0 2009 2010 75th Percentile 2011 Median 2012 2013 25th Percentile Options Despite the rise of restricted shares, sample TSX companies continue to grant large numbers of options. In 2013: The median number of options and SARs granted stood at 914,000. The median number of options and SARs outstanding stood at 4,550,485. 2014 Equity Trends Report | 7 Options / Restricted Stock and Options in Comparison Outstanding (in thousands) Granted (in thousands) 3000 15000 2000 10000 1000 5000 0 2009 2010 75th Percentile 2011 Median 2012 2013 25th Percentile 0 2009 2010 75th Percentile 2011 Median 2012 2013 25th Percentile S&P 1500 Comparison S&P 1500 companies have experienced a markedly different trend, with the median number of options granted falling over 50% during the sample period. In 2013: The median number of options and SARs granted stood at 181,000. The median number of options and SARs outstanding stood at 2,092,500. Outstanding (in thousands) Granted (in thousands) 2000 15000 1500 10000 1000 5000 500 0 2009 2010 75th Percentile 2011 Median 2012 2013 25th Percentile 0 2009 2010 75th Percentile 2011 Median 2012 2013 25th Percentile Restricted Stock and Options in Comparison The following charts illustrate the overall distribution of units and options granted and outstanding, showing the 10th through 90th percentiles on the horizontal axis. Companies are ranked according to the number of options or shares of stock granted or outstanding. While the number of options granted has stagnated since 2009, the number of restricted shares granted has grown rapidly across percentiles. 2014 Equity Trends Report | 8 Restricted Stock and Options in Comparison RS/RSUs and Options/SARs Granted by Percentile (in thousands) 2013 Restricted Shares Granted 5000 RS grants were considerably larger in 2013 across the board relative to 2009. 4000 2009 Restricted Shares Granted 3000 2013 Options Granted 2000 2009 Options Granted 1000 0 10th 20th 30th 40th 50th 60th 70th 80th 90th RS/RSUs and Options/SARs Outstanding by Percentile (in thousands) 20000 2013 Restricted Shares Outstanding The numbers of options and restricted shares outstanding both grew robustly across percentile rankings over the five-year period. 15000 2009 Restricted Shares Outstanding 10000 2013 Options Outstanding 5000 2009 Options Outstanding 0 10th 20th 30th 40th 50th 60th 70th 80th 90th The average number of options awarded by companies that granted nonzero amounts has remained relatively stable over the last few years, as shown in the chart below. The average size of restricted unit grants, by contrast, has grown 45.8%. This indicates that changes in the equity compensation landscape have not been driven entirely by companies either adopting or abandoning different equity vehicles. In 2013: The average number of RSA/RSUs granted was 1,382,076. The average number of options and SARs granted was 1,972,672. 2014 Equity Trends Report | 9 Restricted Stock and Options in Comparison Average RS/RSUs and Options/SARs Granted Conditional on Nonzero Grants (in thousands) 4000 3000 2000 1000 0 2009 2010 2011 Restricted Shares 2012 2013 Options Solium Commentary Stock Appreciation Rights (SARs), as an equity-based component, are widely used as an anti-dilutive instrument that can deliver the same potential benefits as traditional stock options. However, companies contemplating the introduction of a SAR program should consider the following: • SARs have distinct accounting rules from traditional stock options. SARs are accounted as liability instruments when the appreciation is distributed to employees in cash, which is predominately the case in Canada. • The additional cash burden (both the outlay of funds and the liability accounting treatment) that is assumed by the company when offering SARs. Normally, SARs are introduced by companies with a stable cash flow. The 2010 Federal Budget introduced new rules that may impact the taxation of SARs for employees. S&P 1500 Comparison Among S&P 1500 companies, average unit and option grant sizes were much more closely aligned, option grants shrunk somewhat, and grants of restricted units did not grow substantially. The average number of RSA/RSUs units granted was 1,696,932. The average number of options and SARs granted was 1,737,897. 2014 Equity Trends Report | 10 Restricted Stock and Options in Comparison Average RS/RSUs and Options/SARs Granted Conditional on Nonzero Grants (in thousands) 4000 3000 2000 1000 0 2009 2010 2011 Restricted Shares 2012 2013 Options The following charts show the share of TSX companies that made year-over-year changes to their nonzero unit or option grants and that either grew or shrank their grants. Of those companies: The share of companies growing the size of their unit grants was consistently above 50%. A large share of companies grew their option grants in 2012, but shrank them in other years. Solium Commentary While rare, Choice Programs, where the issuer offers employees the ability to choose between stock options or share units (normally at a 3:1 ratio), are receiving more consideration. Choice Programs require different employee education, but they can be very effective when issuers want employees to have more active involvement in their choice of equity compensation. Stock options, as well as restricted and performance share units (RSUs and PSUs), have different tax treatments, therefore employees need to understand the tax impact prior to making their choice. 2014 Equity Trends Report | 11 Restricted Stock and Options in Comparison / Performance Equity Share of Companies Growing or Shrinking Grants Year over Year RS/RSUs Options/SARs 100% Share of Companies 90% 80% 70% 61.9% 51.3% 66.7% 60% 56.1% 45.2% 44.7% 48.2% 68.4% 50% 40% 30% 20% 38.1% 48.7% 33.3% 10% 43.9% 0% 2010 2011 Shrinking 2012 2013 54.8% 55.3% 51.8% 31.6% 2010 Growing 2011 Shrinking 2012 2013 Growing Solium Commentary The key factor that led to the increase in stock option and RSU grants in 2012 was the impact of general market conditions. Stock price is a principal input in grant calculations and, since most companies endured depressed valuations, issuers increased the number of options or units granted to account for the decline in value. Moreover, many companies granted additional stock options and/ or RSUs to offset outstanding ‘underwater’ stock options. This trend was more about keeping the ‘value’ of the initial award to participants consistent. With a depressed stock price, more grants may be issued, but the initial overall ‘value’ to the participants remained consistent. Performance Equity Performance-based equity awards, which yield payout values dependent on the achievement of predefined metrics, are an increasingly popular means of compensating executives in both Canada and the U.S. Nevertheless, adoption of performance units has been relatively slow among TSX Composite companies, as timebased options remain a very popular vehicle for incentivizing performance. The chart below shows the prevalence of companies granting performance equity overlaying the overall equity mix chart shown above. The growing share of companies granting performance units is mirrored by a decrease in the share of companies relying solely on options as an equity compensation vehicle. In the graph below, the black outlines represent performance equity prevalence among S&P 1500 companies and orange columns the prevalence among TSX Composite companies. In 2013, 36.4% of companies granted performance equity. Options have remained popular despite the rise of performance equity. As the discrepancy between the orange columns and black outlines below indicates, performance equity is much rarer in the TSX Composite than the S&P 1500, and the share of companies granting it is growing more slowly. 2014 Equity Trends Report | 12 Performance Equity Performance Equity Grants in the TSX Composite and S&P 1500 Percent of Companies Granting 100% 90% 80% 70% 60% 50% 2010 (22.7%) 2009 (20.8%) 2011 (28.6%) 2012 (29.4%) 2013 (32.5%) 40% 30% 20% 10% 29.0% 24.7% 30.2% 34.6% 36.4% 0% Neither Both Options/SARs Only RS/RSUs Only Performance Equity Solium Commentary Performance-based equity awards continue to become a principal instrument in equity compensation plans in Canada. The key reason is that shareholders believe that performance-based equity awards directly align the interests of employees and investors. Although performance-based stock options are very rare, the adoption of performance share units (PSUs) continues to accelerate. Common practices for PSUs include: Performance multipliers from 0% to 200% Performance multiplier calculations vary by issuer, but some standard criteria include Total Shareholder Return, share price performance, and corporate performance (EBIDTA, gross margin, etc.) Dividend Equivalent Rights eligible PSUs settled on their vesting date either in shares (treasury issued or purchased in the open market) or cash payment through payroll. Performance equity comes in several different types. The chart below illustrates the share of performance awards granted to sample TSX NEOs in 2013, composed of stock, units, and options and divided into long-term incentive plans (with performance periods of multiple years) and short-term incentive plans (with performance periods of one year or less). Long-term performance awards comprised 80% of total performance awards. In both short-term and long-term plans, restricted stock units were a far more common compensation vehicle than either restricted stock or options. No short-term stock (excluding units) was granted by sample companies. The graph above shows restricted stock units dominating as a performance-based compensation vehicle. The distinction between restricted stock (stock granted with various vesting conditions attached) and restricted stock 2014 Equity Trends Report | 13 Performance Equity Performance Equity by Vehicle and Plan Type Long-Term Options (4.9%) Short-Term Short-Term Units (5.9%) Options (1.0%) Long-Term Stock (13.4%) Long-Term Units (75.0%) The graph above shows restricted stock units dominating as a performance-based compensation vehicle. The distinction between restricted stock (stock granted with various vesting conditions attached) and restricted stock units (promises to grant stock at a future time) is an important one in the Canadian context. In Canada, restricted stock is taxed immediately when it is awarded, as opposed to the vesting date, and cannot be used in new hire awards. As a result, units are far more common than restricted stock among awards with both performancebased and time-based vesting schedules. In 2013, 80.4% of time-vesting stock or unit awards consisted of units. Time-Based RS and RSUs as Percentages of Total Time-Based, Stock-Based Awards RS 18.6% RSUs 80.4% 2014 Equity Trends Report | 14 Performance Equity / Time-Based Equity Vesting Time-Based Equity Vesting Most sample TSX Composite companies do not grant performance equity and instead grant a majority of equity with only time-based vesting conditions. Such awards provide valuable retention incentives and, in the case of options, a large upside potential that may be viewed either as a virtue or a liability, depending on an investor’s risk tolerance and assumptions regarding executive behavior. The prevalence of time-vested equity implies that the manner in which that equity vests is of great importance to the overall effectiveness of equity plans. The chart below divides 2013 time-based equity grants into options and units, with both vehicles further separated according to whether they vest all at once (cliff vesting) or over multiple installments (graded vesting). Cliff-vesting options have come under scrutiny for providing a large incentive to increase stock price during the short window of time immediately prior to vesting, which could, in theory, entail unwarranted disinvestment or overly risky decisions that could have a detrimental effect on long-term shareholder value. Possibly as a result of these concerns, cliff-vesting options are rare. Graded vesting was more popular than cliff vesting for both options and stock, but particularly among option awards. Equity Vesting Schedules Option Awards 62.2% Stock Awards 37.8% Cliff 6.0% Graded 94.0% Graded 57.2% Cliff 42.8% The following chart shows the percentage of total grants of each award type granted by sample TSX Composite companies by length of vesting period. Three-year vesting periods remained the most common, especially for cliff-vesting awards and particularly for cliff-vesting options (85.0% of cliff-vesting options). 2014 Equity Trends Report | 15 Time-Based Equity Vesting Equity Vesting Periods 81.1% 85.0% 72.2% 40.2% 32.8% 15.0% 9.8% 3.4% 2.6% 1 5.6% 3.4% 8.2% 8.0% 2 3 16.8% 7.7% 4.0% 4 2.1% 2.1% 5 6+ Vesting Period (years) Cliff Stock/Units Graded Stock/Units Cliff Options/SARs Graded Options/SARs S&P 1500 Comparison S&P 1500 vesting schedules are broadly similar to those of the TSX Composite, with a majority of awards tied to three-year vesting schedules. The S&P 1500 featured much higher share of awards with four-year vesting periods, especially awards consisting of restricted stock and restricted stock units. Equity Vesting Periods 71.9% 64.8% 46.6% 43.7% 43.2% 34.1% 12.1% 3.3% 0.8% 11.3% 11.4% 7.8% 3.4% 3.3% 1.9% 1 2 3 14.1% 10.8% 9.0% 4 3.9% 5 1.0% 1.1% 0.5% 6+ Vesting Period (years) Cliff Stock/Units Graded Stock/Units Cliff Options/SARs Graded Options/SARs 2014 Equity Trends Report | 16 Time-Based Equity Vesting / Dilution Solium Commentary Unlike equity compensation plans in the U.S., Canada remains largely conservative with three-year and four-year vesting lengths as the most common grant term. Vesting schedules for RSUs and PSUs are largely one-third per year for three years or three-year cliff vesting. Offering RSUs and PSUs with different vesting rules for each is common practice. Dilution Because dilution represents a direct impact to shareholders’ wealth, it usually receives special scrutiny. The chart below shows total overhang, a measure of potential dilution defined as the ratio of equity grant shares outstanding to total common shares outstanding. Median overhang among sample companies stood at 2.87% in 2013, down only incrementally from 3.13% in 2009. Total Overhang 6% 5% 4% 3% 2% 1% 0% 2009 2010 25th Percentile 2011 2012 2013 Median 75th Percentile The slight decline in overhang over the sample period is accounted for by the decline in overhang from options, mirrored by a slight rise in overhang from stock. In 2013: Median overhang from options was 2.33%. Median overhang from stock was .27%. Option Overhang Stock Overhang 1.2% 6% 0.8% 4% 0.4% 2% 0.0% 2009 0% 2009 2010 25th Percentile 2011 Median 2012 2013 75th Percentile 2010 25th Percentile 2011 Median 2012 2013 75th Percentile 2014 Equity Trends Report | 17 Dilution Run rate is defined as the sum of options assumed and new equity shares granted divided by the total number of common shares outstanding. It is an important calculation in the measurement and evaluation of equity plan dilution, and like total overhang, it has remained relatively stable over the five-year period examined, though rising slightly. Over the last five years, run rate has remained stable despite equity mix changes. Run Rate 2.0% 1.5% 1.0% 0.5% 0.0% 2009 2010 2011 2012 25th Percentile Median 75th Percentile 2013 Solium Commentary Dependence on treasury issuance to fund stock-based compensation plans continues to be heavily scrutinized by shareholders and has forced companies to amend their plans to reduce dilution or change the plans to anti-dilutive. In the case of stock options, certain sectors have gravitated to SARs (phantom options) or net-settled options. For full value awards of both RSUs and PSUs, many issuers are introducing plans that allow for cashsettlement through payroll, commonly referred to as phantom or notional plans. Another segment has adopted settlement with shares funded on the open market by a third-party (in most cases a trustee) pre- or post-vesting of the RSU or PSU. Lastly, a number of Canadian issuers are ‘net-settling’ RSU and PSU at the time of vesting by withholding shares that equate to the employee taxation amounts, thereby taking on the tax liability. Regardless of the preferred settlement method, companies are generally advised to incorporate all three types during the plan design, and thus be more aligned with their company needs at the vesting date. 2014 Equity Trends Report | 18 Statistical Appendix Selected Statistics 2013 Granted Options/SARs Granted RSA/RSUs Outstanding Options/SARs Outstanding Total Overhang Overhang from Options/SARs Run Rate 2011 25th Percentile 50th Percentile 75th Percentile Avg. 25th Percentile 50th Percentile 75th Percentile Avg. 25th Percentile 50th Percentile 75th Percentile - 203,797 816,250 758,018 - 133,102 682,708 503,466 - 74,436 479,272 1,690,862 310,806 914,000 2,025,625 1,782,970 293,032 1,063,125 2,144,281 1,661,897 729,314 1,847,036 1,945,760 - 433,931 1,716,612 1,659,454 - 288,204 1,545,146 1,334,209 - 186,500 1,206,365 7,635,881 1,677,913 4,550,485 9,272,487 7,962,199 1,680,799 4,269,310 9,942,847 8,071,915 1,844,699 4,047,523 8,893,626 3.56% 1.49% 2.87% 5.02% 3.37% 1.55% 2.86% 4.81% 3.50% 1.57% 3.15% 4.76% 0.78% 0.00% 0.27% 0.82% 0.47% 0.00% 0.14% 0.79% 0.44% 0.00% 0.09% 0.61% 1.76% 0.50% 0.90% 1.60% 1.41% 0.43% 0.90% 1.70% 1.18% 0.40% 0.80% 1.40% 25th Percentile 50th Percentile 75th Percentile - - 249,606 169,595 916,250 - - Avg. RSA/RSUs 2012 896,704 Selected Statistics 2010 RSA/RSUs Granted Options/SARs Granted RSA/RSUs Outstanding Options/SARs Outstanding Total Overhang Overhang from Options/SARs Run Rate 2009 25th Percentile 50th Percentile 75th Percentile - - 449,725 1,675,345 268,000 900,000 2,046,914 1,730,680 1,358,252 - 57,409 1,038,984 893,403 8,921,298 1,900,000 4,700,203 3.49% 1.62% 3.14% 0.38% 0.00% 1.15% 0.33% Avg. 538,754 181,500 9,247,520 Avg. 377,917 4,317,718 1,947,150 625,462 8,443,462 1,835,381 9,182,313 5.08% 3.62% 1.62% 3.13% 5.22% 0.02% 0.53% 0.31% 0.00% 0.00% 0.42% 0.85% 1.48% 1.26% 0.30% 0.80% 1.50% 2014 Equity Trends Report | 19 Statistical Appendix Performance Equity Percent of Companies 2013 Performance Equity Vehicle Prevalence Percentage of Awards 2013 2012 36.42% 34.57% 2011 30.25% 2010 29.01% Long-Term Incentive Plan 2009 24.69% Annual Incentive Plan Stock Units Options Stock Units Options 13.36% 74.92% 4.89% 0.00% 5.86% 0.98% 2014 Equity Trends Report | 20 Equilar Contacts For more information, please contact Aaron Boyd at [email protected]. Aaron Boyd is the Director of Governance Research at Equilar. The contributing authors of this report were Nicholas Baldo, Content Specialist; Greg Leyrer, Senior Research Analyst; and Thuy Le and Tiffany Chen, Research Analysts. Report Partner: About Solium Since 1999, Solium (TSX: SUM) has been helping companies decomplexify their equity compensation plans. Our software, Shareworks, brings all the key elements of equity compensation administration together in one powerful cloud-based platform. Now you can collaborate, share, comply, trade, model, support decisions, create reports and control your plan more simply, securely and brilliantly. Solium has offices in North America, UK & EMEA, and Asia Pacific. 2014 Equity Trends Report | 21 Related Content Links Reports Innovations in CD&A Design: A Proxy Disclosure Analysis 2014 Realizable Pay 101 2014 S&P 1500 Peer Group Report Shareholder Value Transfer in the Technology Sector An Early Look at Proxy Voting Analytics 2014 Compensation and Governance Outlook Report Articles Paying the Newly Hired CFO: A Compensation Analysis Videos Behind The Numbers Say on Pay Clawbacks 101 Shareholder Value Transfer Analysis 2014 Equity Trends Report | 22 www.equilar.com