This excerpt taken from the VRTS DEF 14A filed Apr 10, 2009.
Prior to the spin-off, Mr. Aylwards compensation package consisted of an annual base salary of $350,000, an annual incentive target of $490,000 (set at 140% of annual base salary) and a long-term incentive target of $490,000 (set at 140% of annual base salary). PNX initially used the 25th percentile of the McLagan compensation survey results as more representative of and a proxy for the 50th percentile because Mr. Aylward was then still relatively new in his role.
Under PNXs 2008 2010 long-term incentive program, Mr. Aylward received 21,491 PNX restricted stock units that will vest on February 13, 2011. On March 5, 2008, Mr. Aylward received an award of 4,453 PNX restricted stock units in connection with an enhancement made by PNX to its 2007 performance incentive plan that will vest in two equal increments on the anniversary of the grant date. In connection with the spin-off, each of these PNX stock awards were converted to Virtus RSUs as follows:
In addition, under PNXs 2008 2010 long term incentive program, on February 13, 2008, Mr. Aylward received a stock option award for 53,728 shares of PNX common stock. In connection with the spin-off, this stock option award was converted to Virtus stock options as follows:
The total target direct compensation of Mr. Aylward was increased by PNX, effective as of the spin-off date, by $470,000 based on a review of market comparables of asset management companies, at target total direct compensation at approximately the 50th percentile of the McLagan market survey data, taking into consideration the size of the firm, Mr. Aylwards experience and the pay mix of asset management firms. This increase consisted of a $75,000 increase in base annual salary to $425,000, a $360,000 increase to his annual incentive target opportunity to $850,000 and a $35,000 increase to his long-term incentive target opportunity to $525,000.
In order to recognize Mr. Aylwards significant efforts on behalf of the Company in connection with the spin-off and his leadership of our business, our Compensation Committee recommended, and our Board approved, a separate cash award to Mr. Aylward in 2009 in an amount that is equivalent to what he would have received under the PNX 2008 Supplemental Performance Incentive Plan, 35% of his target, had he participated in that plan. This award was a 68% decline from his 2007 bonus payout.
Mr. Aylward is also eligible for severance benefits provided under our Executive Severance Allowance Plan with the exception that, in the event that he ceased employment with the Company in connection with a change-in-control, the provisions of his Change-in-Control Agreement would apply.