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 Officers
Item 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
to the Liberty Global, Inc. 2014 Incentive Plan, as amended (the “Incentive Plan”), on February 21, 2019, the Compensation Committee (the “Committee”) of Liberty Global plc’s Board of Directors approved performance goals for the fiscal year ending December 31, 2019, for annual performance awards to its executive officers (the “2019 Performance Awards”). In the following text, the terms “we”, “our”, “our company” and “us” refers to Liberty Global plc.
The target 2019 Performance Award will be split among the following performance metrics for the fiscal year ending December 31, 2019: the achievement of budgeted growth in revenue and operating free cash flow, the achievement of a target average customer relationship net promoter score 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 2019 Performance Award to up to 210% of the target bonus amount.
The terms of the 2019 Performance Award allow executive officers to elect to receive up to 50% of their 2019 Performance Awards in Class A and Class C ordinary shares of our company or, for the Chief Executive Officer (“CEO”), any combination of Class A, B or C ordinary shares of our company. An employee who elects to receive shares will receive an illiquidity premium in restricted shares units of 12.5% of the gross number of bonus shares earned under the 2019 Performance Award. The restricted share units will vest after 12 months if the employee holds the bonus shares for the 12 month period.
Our 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 2019 (the “2019 NEOs”) will participate in the 2019 Performance Awards. The personal performance objectives for the 2019 NEOs consist of qualitative measures, which include individual strategic, financial, transactional, organizational and/or operational goals for each officer. The target 2019 Performance Award is $10.5 million for our CEO, Michael T. Fries, and range from $2.0 million to $2.5 million for each of the other 2019 NEOs.