Liberty Global plc (NASDAQ:LBTYA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
2018 Performance Award. to the Liberty Global, Inc. 2014 Incentive Plan, as amended (the “Incentive Plan”), on February 21, 2018, the Compensation Committee (the “Committee”) of Liberty Global plc’s Board of Directors approved performance goals for the fiscal year ending December 31, 2018, for annual performance awards to its executive officers (the “2018 Performance Awards”). In the following text, the terms “we”, “our”, “our company” and “us” refers to Liberty Global plc.
The target 2018 Performance Award will be split among the following performance metrics for the fiscal year ending December 31, 2018: the achievement of budgeted growth in revenue and operating cash flow, the achievement of a target average customer relationship net promoter score (“rNPS”) and the achievement of respective department goals and objectives. Based on the achievement of these performance metrics, a payout of up to 150% of the target bonus amount is available for over-performance against budget/target, except the maximum payout for the department metric will be limited to 50% of its weighted portion. Individual performance against personal performance objectives approved by the Committee could increase the maximum 2018 Performance Award to up to 210% of the target bonus amount.
Our Chief Executive Officer (“CEO”) and the four executive officers of our company who we currently anticipate will be among our five most highly compensated executive officers for fiscal 2018 (the “2018 NEOs”) will participate in the 2018 Performance Awards. The personal performance objectives for the 2018 NEOs consist of qualitative measures, which include individual strategic, financial, transactional, organizational and/or operational goals for each officer. The target 2018 Performance Award is $10.0 million for our CEO, Michael T. Fries, and $2.5 million for each of the other 2018 NEOs.
Shareholding Incentive Program. In connection with our annual Performance Award programs, our company would like to encourage increased share ownership among senior management in our various countries, aligning incentives among employees and shareholders. As a result, the Committee implemented a shareholding incentive program that allows senior management to elect to receive up to 50% of their Performance Awards in ordinary shares of Liberty Global in lieu of cash. An employee who elects to receive shares must hold the shares for a twelve month period. The number of shares earned will be based on the closing prices of our Liberty Global Class A and Liberty Global Class C shares on the date the Performance Award is paid and will be delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. To mitigate the associated illiquidity, upon the end of the holding period, the employee would receive an illiquidity premium of 12.5% of the gross number of shares earned in the Performance Award. The option to receive and hold shares will commence with the 2018 Performance Awards.
2017 Performance Award. Also at its meeting on February 21, 2018, the Committee determined whether the minimum performance goals for the fiscal year ending December 31, 2017 for the annual performance awards granted in February 2017 (the “2017 Performance Awards”) as well as individual performance goals for our five most highly compensated executive officers for fiscal 2017, including our CEO, were achieved. In making this determination, the Committee also elected to pay these executive officers and certain other officers and key employees 50% of the 2017 Performance Awards in ordinary shares of Liberty Global. The number of shares to be granted will be based on the closing prices of our Class A and Class C ordinary shares on March 15, 2018 and delivered on a 1:2 ratio between Class A and Class C ordinary shares. All other terms of the 2017 Performance Awards as previously disclosed remained unchanged.
