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| CORPORATE GOVERNANCE AND BOARD STRUCTURE |
Changes in Principal Employment or Independence; Vacancies
Under our Corporate Governance Guidelines, our non-management directors must submit a letter of resignation upon resignation or retirement from, or termination of, the director’s principal current employment, or other similarly material changes in professional occupation or association. The Board is free to accept or reject the letter of resignation based on the best interests of the Board and stockholders and shall promptly notify such director of its decision.
A director appointed by the Board to fill a vacancy, including a vacancy created by a resignation, will serve until the next election of the class for which such director has been appointed and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.
Service on Multiple Boards or Audit Committees
As outlined in our Corporate Governance Guidelines, the Board recommends that directors serve on no more than four public company boards, including our Board. Directors who also serve as a Named Executive Officer of a publicly traded company should serve on no more than two public company boards, including our Board. Directors are required to notify the Board Chair and the Nominating and Governance Committee Chair when they become a Named Executive Officer of a publicly traded company, when they become aware that a company for which they serve as a director is becoming publicly traded or in advance of accepting an invitation to serve on another public company board or an appointment to serve on the audit or compensation committee of another public company board. The Board shall determine each director’s ability to serve effectively on our Board while simultaneously serving as a Named Executive Officer of another publicly traded company or on other public company boards, and whether the other public companies are affiliated entities. The Board will also consider the voting policies of proxy advisors and significant institutional investors when evaluating director commitments and appropriate limits.
In accordance with the requirements of the SEC, if an Audit and Compliance Committee member simultaneously serves on the audit committee of more than three public companies, the Board must determine that such simultaneous service will not impair the ability of the director to effectively serve on our Audit and Compliance Committee. The determination will then be disclosed in our proxy statement for the annual meeting of stockholders or as otherwise required by applicable listing standards, rules and regulations. On August 10, 2023, upon recommendation of the Nominating and Governance Committee, the Board determined that Helen Boudreau’s service on three other public company audit committees would not impair her ability to effectively serve on the Audit and Compliance Committee.
Director Succession and Nomination Process
The Board delegates to the Nominating and Governance Committee, in consultation with the Board Chair, responsibility for establishing and maintaining an ongoing and transparent succession plan for Premier directors, Board leadership and Board committee members. The succession planning process is multi-factorial, encompassing Premier-specific criteria, subject-matter competencies, personal traits and membership-diversity criteria. The Board seeks to have a composition that includes needed competencies and is also diverse, as described above.
Internal Process for Identifying Candidates
The Nominating and Governance Committee annually reviews, updates and submits to the Board for approval the Board’s job description and Attribute-Based Guidelines. The Nominating and Governance Committee also annually reviews a profile of the current Board members against the Attribute-Based Guidelines, considers expected vacancies, identifies gaps and agrees on the most important competencies and other attributes to seek in evaluating prospective members. The Committee seeks broad input to identify prospective directors, requesting recommendations from the full Board, management and others as they deem appropriate. The Committee may also from time to time use its authority under its charter to retain, at our expense, one or more search firms to identify candidates.
The Nominating and Governance Committee also evaluates the performance of directors who are eligible for election to an additional term before recommending their re-election. Consideration is given to attendance, active participation, substantive contributions, assessments from peers, assessments from management and any feedback received from stockholders.
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2023 Proxy Statement |
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| CORPORATE GOVERNANCE AND BOARD STRUCTURE |
Proposals for Director Nominees by Stockholders
The Nominating and Governance Committee will consider written proposals from stockholders for director nominees that are timely and properly noticed. In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate. In accordance with Article I, Section 12 of our Bylaws, to be timely, stockholder notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 20 days, or delayed by more than 70 days, from such anniversary, the proposed nominee(s) and related notice, in order to be timely, must be received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. The Nominating and Governance Committee received no nominee recommendations from stockholders for the Annual Meeting. Stockholder nominations for our 2024 annual meeting of stockholders must be received at our principal executive offices on or after August 3, 2024 and not later than September 2, 2024. A stockholder’s notice must be in the form set forth in Article I, Section 12 of our Bylaws and must be addressed to Premier, Inc., 13034 Ballantyne Corporate Place, Charlotte, North Carolina, 28277, Attention: Corporate Secretary. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with the notice and other requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Article I, Section 12 of our Bylaws requires, among other things, that the notice must set forth:
(1) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;
(2) the name and record address of the stockholder giving notice and the beneficial owner, if any, on whose behalf the nomination is being made;
(3) the class and number of shares of our stock which are owned beneficially and of record by such stockholder and such beneficial owner;
(4) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such nomination;
(5) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to (i) deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the nominee and/or (ii) solicit proxies from stockholders in support of such nominee;
(6) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder;
(7) a description of any agreement, arrangement or understanding with respect to the nomination and/or the voting of shares of any class or series of our stock between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, “proponent persons”); and
(8) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) the intent or effect of which may be (i) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of ours; (ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of our stock and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of ours.
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| 18 |
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2023 Proxy Statement |
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| ENVIRONMENTAL, SOCIAL, AND GOVERNANCE MATTERS |
We support Employee Resource Groups (“ERGs”) as a vital part of our culture, helping us build an environment of belonging, equity, inclusion, diversity awareness and a sense of company pride. Our ERGs, along with other forums, provide a way to channel information that enhances our employees’ ability to network with peers with similar interests and fosters a sense of belonging throughout the company, even when working remotely. Our ERGs, along with other opportunities to connect with the management team, also act as the employee voice in helping leadership define the employee experience and leverage their knowledge for broader organizational success.
Improving Community Health
Our mission is quite simple: to improve the health of communities. This is not only our mission but also our responsibility. Ultimately, we are successful because every day our employees are willing to go above and beyond for our customers and members—the hospitals, nursing homes, urgent care centers and physicians that they and their families use. Without that willingness to serve, our ability to deliver value would be greatly diminished.
We play a critical role in the rapidly evolving healthcare industry, collaborating with our member alliance of more than 4,350U.S. hospitals and health systems and approximately 300,000 other providers and organizations to co-develop innovative, long-term solutions that are reinventing and improving the way care is delivered to patients nationwide. Through the collaborative power of our healthcare alliance approach, we believe that we are a leader in the transformation to high-quality, cost-effective healthcare.
With our differentiated combination of integrated data and analytics, collaboratives, supply chain capabilities, advisory and other services, we believe that we are uniquely positioned to transform healthcare by enabling better care and outcomes and to improve overall patient experience at a lower cost. Additionally, we are an active advocate for shaping healthcare policies for long-lasting improvements to benefit the U.S. healthcare system.
Responsible Supply Chain
We are dedicated to improving the healthcare industry by collaborating with our members on long-term innovations. Our portfolio of over 3,300 contracts with more than 1,400 suppliers provides our members with access to a wide range of products and services. With our integrated and comprehensive solutions, we improve the efficiency and effectiveness of the healthcare supply chain.
Our contracting process is guided by one of the industry’s most comprehensive Codes of Conduct, which supports healthy competition while supporting the development of new and innovative products. Our sourcing process ensures that factors beyond price are given serious and appropriate consideration. Clinical efficacy and improved patient care are especially important to us and our members.
We created a Supplier Diversity Program to provide minority-, women- and veteran-owned businesses and small business enterprises the opportunity to partner with us as we continue leading the way in healthcare innovation. Our Supplier Diversity Program supports our members by:
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Ensuring diverse suppliers are proactively considered for contracting opportunities; |
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Encouraging contracted suppliers to support and procure from diverse suppliers; and |
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Including diverse suppliers in our contract portfolio. |
Further, we have developed a Supplier Diversity Pledge to encourage our suppliers to commit to closing diversity gaps within our supply chain.
Environmental Stewardship
Recognizing that the enormous challenge of improving healthcare’s environmental footprint can only be solved by close cooperation, we foster ties with all relevant parties. We are committed to working with our members to define environmentally preferable purchasing (“EPP”) and to provide contracted suppliers with products that maximize safety and environmental sustainability. We actively assist members in identifying available environmentally-preferable contracts and promoting conversion to safer, environmentally preferred products under contract.
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2023 Proxy Statement |
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| FREQUENTLY ASKED QUESTIONS |
With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote in accordance with their judgment on such matter.
How many shares can be voted at the Annual Meeting?
At the close of business on October 4, 2023, 119,672,451 shares of our common stock were outstanding. Each share of common stock is entitled to one vote.
How many shares must be present or represented at the Annual Meeting to constitute a quorum to conduct business?
Under our Amended and Restated Bylaws (the “Bylaws”), the holders of a majority of the voting power of our stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy at the Annual Meeting, constitute a quorum to conduct business at the Annual Meeting. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of the vote required under our Bylaws. Our common stock is our only class of outstanding voting securities. Abstentions will be treated as present for purposes of determining a quorum.
What vote is required to approve each of the items of business?
Item 1—Election of directors. Directors will be elected by the holders of a plurality of the votes cast by the holders of common stock entitled to vote at the Annual Meeting, whether present in person or represented by proxy at the Annual Meeting.
Item 2—Ratification of independent registered public accounting firm. The affirmative vote of the holders of a majority of the votes cast by the holders of common stock entitled to vote at the Annual Meeting, whether present in person or represented by proxy at the Annual Meeting, is required to ratify EY as our independent registered public accounting firm.
Item 3—Approval of the Premier, Inc. 2023 Equity Incentive Plan. The affirmative vote of the holders of a majority of the votes cast by the holders of common stock entitled to vote at the Annual Meeting, whether present in person or represented by proxy at the Annual Meeting, is required to approve the Premier, Inc. 2023 Equity Incentive Plan.
Item 4—Approval, on an advisory basis, of the compensation of our named executive officers (“say-on-pay”). Please note that the “say-on-pay” vote is only advisory in nature and has no binding effect on us or our Board of Directors. Our Board of Directors will consider Item 4 approved if the votes cast in favor of such proposal exceed the votes cast against such proposal.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most of our common stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of record. If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the stockholder of record of those shares, and we have made these proxy materials available to you over the Internet or have delivered copies of these materials to you by mail or email, in connection with the solicitation of proxies for the Annual Meeting. As the stockholder of record, you have the right to grant your voting proxy directly to us or to virtually vote at the meeting. We have enclosed a proxy card for you to use.
Beneficial owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the meeting. If you wish to participate in the meeting and your shares are held in street name, you must obtain, from the broker, bank or nominee that holds your shares, the information required, including a 16-digit control number, in order for you to be able to participate in, and vote at, the Annual Meeting. Your broker, bank or nominee has enclosed or provided a voting instruction card for you to use in directing the broker, bank or nominee how to vote your shares. If
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| FREQUENTLY ASKED QUESTIONS |
What effect do broker non-votes and abstentions have on the items of business?
A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under New York Stock Exchange rules, regardless of the exchange on which a company is listed, banks, brokers and other nominees have discretionary voting power for matters that are considered “routine” but not for matters considered “non-routine.” Absent instructions from you, the record holder may not vote on any non-routine matter, including a director election, a matter relating to executive compensation or any stockholder proposal. In that case, without your voting instructions, a broker non-vote will occur. For all other matters, including the ratification of our independent registered public accounting firm, the record holder may vote at its discretion. Accordingly, a bank, broker or other nominee will not have discretionary authority to vote shares held for a beneficial owner on the election of directors (Item 1), the approval of the Premier, Inc. 2023 Equity Incentive Plan (Item 3), or the advisory say-on-pay vote (Item 4). In the event you do not provide your broker with voting instructions on these matters, a broker non-vote will occur. On the other hand, brokers will have discretionary authority to vote shares held in street name on the ratification of the appointment of our independent registered public accounting firm if they have not received voting instructions from you. A broker non-vote would not be considered a vote for or against any of proposals 1 through 4 and therefore will not have any effect on the outcome of those matters. You should consult your bank, broker or other nominee holder if you have questions about this.
An “abstention” will occur at the Annual Meeting if your shares of common stock are deemed to be present at the Annual Meeting, either because you virtually attend the Annual Meeting or because you have properly completed and returned a proxy, but you do not vote on any proposal or other matter which is required to be voted on by our stockholders at the Annual Meeting. An abstention on any item is not considered a vote cast for or against that item and therefore will not have any effect on the outcome of that item.
What does it mean if I receive more than one voting instruction or proxy card?
Most likely, it means your shares of common stock are registered differently or are held in more than one account. Please provide voting instructions for all voting or proxy cards you receive.
Why hold a virtual meeting?
We conducted our last three Annual Meetings virtually as part of our effort to maintain a safe and healthy environment for our stockholders, directors, members of management and others attending the Annual Meeting, and to reduce costs for the Company and stockholders seeking to participate in the Annual Meeting. Based on that experience, we believe that conducting our Annual Meetings virtually facilitates broadened participation by our stockholders. We are excited to make use of available technology to provide our stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.
How can I virtually attend the Annual Meeting?
The live audio webcast of the Annual Meeting will be available for listening by the general public, but participation in the Annual Meeting, including voting shares and submitting questions, will be limited to stockholders. To ensure they can participate, stockholders and proxyholders should visit www.virtualshareholdermeeting.com/PINC2023 and enter the 16-digit control number included on their Notice of Internet Availability of Proxy Materials or proxy card. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on the Record Date.
The meeting webcast will begin promptly at 10:00 a.m., Eastern Standard Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Standard Time, and you should allow ample time for the check-in procedures. Attendees will be required to comply with meeting guidelines and procedures available at www.virtualshareholdermeeting.com/PINC2023.
Can I ask questions at the Annual Meeting?
You may submit questions via the Internet during the Annual Meeting by participating in the webcast at www.virtualshareholdermeeting.com/PINC2023. We will answer timely submitted questions on a matter to be voted
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2023 Proxy Statement |
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| FREQUENTLY ASKED QUESTIONS |
on at the Annual Meeting before voting is closed on the matter. Following adjournment of the formal business of the Annual Meeting, we will address appropriate general questions from stockholders regarding Premier in the order in which the questions are received. Questions received during the Annual Meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data privacy protection issues and we may edit profanity or other inappropriate language. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the Annual Meeting can be found in our 2023 Rules of Conduct and Procedure, available at www.virtualshareholdermeeting.com/PINC2023.
As noted above, if you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on the Record Date.
What should I do if, during check-in or the meeting, I have technical difficulties or trouble accessing the virtual meeting website?
Online check-in to the Annual Meeting webcast will begin at 9:45 a.m., Eastern Standard Time. You should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the duration of the Annual Meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during check-in or the meeting time, please call the technical support number that will be posted on the Annual Meeting login page.
Who pays the cost of soliciting votes for the Annual Meeting?
We are making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. If you choose to access the proxy materials or vote over the Internet, however, you are responsible for Internet access charges you may incur. In addition to the mailing of these proxy materials, if requested, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We will request banks, brokers, nominees, custodians and other fiduciaries who hold shares of our stock in street name to forward these proxy solicitation materials to the beneficial owners of those shares, and we will reimburse the reasonable out-of-pocket expenses they incur in doing so. At our discretion, we may engage a proxy solicitation firm to assist us with the solicitation process, in which event we will bear the costs of such engagement.
Who will count the votes?
We have retained Broadridge Financial Solutions to tabulate the votes and serve as the independent inspector of election for the Annual Meeting.
Where can I find the voting results of the Annual Meeting?
We will publish the final results of the voting in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.
Can I access the proxy statement and 2023 Form 10-K on the Internet?
Yes. As noted above, we are furnishing our proxy materials to our stockholders via the Internet, except for those stockholders who have elected to receive paper copies. We highly recommend that you receive electronic delivery of Premier, Inc. proxy statements, annual reports and other stockholder communications. This helps reduce the use of paper and reduces our printing, postage and other costs. If you have previously requested paper copies of such materials, you can elect to receive electronic copies when you vote on the Internet.
This proxy statement, the form of proxy card and our 2023 Form 10-K are available at www.proxyvote.com. If you are a stockholder of record who has requested to receive paper copies of the proxy materials and would like to access future Company proxy statements and annual reports electronically instead of receiving paper copies in the mail, there are several ways to do this. You can mark the appropriate box on your proxy card or follow the instructions if
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2023 Proxy Statement |
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STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
Any proposals that our stockholders wish to have included in our proxy statement and form of proxy for the 2024 annual meeting of stockholders must be received by us at our principal executive offices no later than the close of business on June 20, 2024, and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act in order to be considered for inclusion in the 2024 proxy statement and form of proxy. The inclusion of any proposal will be subject to applicable rules of the SEC, including Rule 14a-8 of the Exchange Act, as amended from time to time, and timely submission of a proposal does not guarantee its inclusion in our proxy statement.
You may also submit a proposal without having it included in our proxy statement and form of proxy, but we are not required to submit such a proposal for consideration at the annual meeting if it is considered untimely. To submit a proposal, a stockholder must be entitled to vote on such proposal at the meeting and must be a stockholder at the time notification of the proposal is provided to us. In accordance with Article I, Section 12 of our Bylaws, to be timely your proposal must be delivered to or mailed and received at our principal executive offices on or after August 3, 2024 and not later than September 2, 2024, provided, that in the event the date of the 2024 annual meeting is advanced by more than 20 days, or delayed by more than 70 days, from the anniversary date of our December 1, 2023 Annual Meeting, your proposal and related notice, in order to be timely, must be received no earlier than the 120th day prior to the 2024 annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.
All stockholder proposals and related notices must be in the form set forth in Article I, Section 12 of our Bylaws and must be addressed to Premier, Inc., 13034 Ballantyne Corporate Place, Charlotte, North Carolina 28277, Attention: Corporate Secretary. Article I, Section 12 of our Bylaws requires, among other things, that the proposal and related notice must set forth:
(1) (i) a brief description of the business desired to be brought before the annual meeting (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend our Bylaws, the language of the proposed amendment), (ii) the reasons for conducting that business at the annual meeting and (iii) any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;
(2) the name and record address of the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made;
(3) the class and number of shares of our stock which are owned beneficially and of record by such stockholder and such beneficial owner;
(4) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business;
(5) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to approve or adopt the proposal and/or (ii) otherwise to solicit proxies from stockholders in support of such proposal;
(6) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder;
(7) a description of any agreement, arrangement or understanding with respect to the proposal and/or the voting of shares of any class or series of our stock between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, “proponent persons”); and
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2023 Proxy Statement |
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We use Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Share to facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our results prepared in accordance with GAAP, provides a more complete understanding of factors and trends affecting our business. We believe Adjusted EBITDA and Segment Adjusted EBITDA assist our Board of Directors, management and investors in comparing our operating performance on a consistent basis from period to period because they remove the impact of earnings elements attributable to our asset base (primarily depreciation and amortization), certain items outside the control of our management team, e.g., taxes, other non-cash items (such as impairment of intangible assets, purchase accounting adjustments and stock-based compensation), non-recurring items (such as strategic initiative and financial restructuring-related expenses) and income and expense that has been classified as discontinued operations from our operating results. We believe Adjusted Net Income and Adjusted Earnings per Share assist our Board of Directors, management and investors in comparing our net income and earnings per share on a consistent basis from period to period because these measures remove non-cash (such as impairment of intangible assets, purchase accounting adjustments and stock-based compensation) and non-recurring items (such as strategic initiative and financial restructuring-related expenses), and historically have eliminated the variability of non-controlling interest that primarily resulted from member owner exchanges of Class B common units for shares of Class A common stock.
Despite the importance of these Non-GAAP financial measures in analyzing our business, determining compliance with certain financial covenants in our credit facility, measuring and determining incentive compensation and evaluating our operating performance relative to our competitors, these Non-GAAP financial measures are not measurements of financial performance under GAAP, may have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, net income, net cash provided by operating activities or any other measure of our performance derived in accordance with GAAP.
Some of the limitations of the EBITDA, Adjusted EBITDA and Segment Adjusted EBITDA measures include that they do not reflect: our capital expenditures or our future requirements for capital expenditures or contractual commitments; changes in, or cash requirements for, our working capital needs; the interest expense or the cash requirements to service interest or principal payments under our credit facility; income tax payments we are required to make; and any cash requirements for replacements of assets being depreciated or amortized. In addition, EBITDA, Adjusted EBITDA and Segment Adjusted EBITDA are not measures of liquidity under GAAP, or otherwise, and are not alternatives to cash flows from operating activities. Some of the limitations of the Adjusted Net Income and Adjusted Earnings per Share measures are that they do not reflect income tax expense or income tax payments we are required to make and they are not measures of profitability under GAAP.
Non-recurring and non-cash items excluded in our calculation of Adjusted EBITDA, Segment Adjusted EBITDA and Adjusted Net Income consist of stock-based compensation, acquisition- and disposition-related expenses, strategic initiative and financial restructuring-related expenses, gain or loss on FFF put and call rights, income and expense that has been classified as discontinued operations and other reconciling items, net. More information about certain of the more significant items follows below.
Income tax expense on adjusted income
Adjusted Net Income is calculated net of taxes based on our estimated annual effective tax rate for federal and state income tax, adjusted for unusual or infrequent items, of 26% for both the years ended June 30, 2023 and 2022.
Stock-based compensation
In addition to non-cash employee stock-based compensation expense, this item includes non-cash stock purchase plan expense of $0.6 million for both the years ended June 30, 2023 and 2022, respectively. See Note 13—Stock-Based Compensation to the audited consolidated financial statements included in our 2023 Form 10-K for additional information.
Acquisition- and disposition-related expenses
Acquisition-related expenses include legal, accounting and other expenses related to acquisition activities, one-time integration expenses and gains and losses on the change in fair value of earn-out liabilities. Disposition-related expenses include severance and retention benefits and financial advisor fees and legal fees related to disposition activities.
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| A-2 |
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2023 Proxy Statement |
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Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by the SEC’s new pay versus performance (“ ) disclosure rules as set forth in Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. Under the PvP rules, the SEC has developed a new definition of NEO pay, referred to as “Compensation Actually Paid” ( ) which requires us to make various adjustments to amounts reported in the Summary Compensation Table ( ). Due to the valuation component of CAP, the dollar amounts do not reflect the actual amounts of compensation earned or paid during the year. As a general matter, our Board of Directors does not use CAP as a basis for making compensation decisions. We structure our executive compensation program to focus on stockholders’ interests by incentivizing strategic and sustainable long-term performance. We believe our executive compensation program strikes an appropriate balance between using responsible, measured pay practices and effectively incentivizing our NEOs to dedicate themselves fully to value creation for our stockholders. Under our executive compensation program, we align pay and performance by making a significant portion of our NEO compensation contingent on achieving specific and challenging annual and long-term performance goals and increasing stockholder value. Importantly, because of the SEC-mandated formula for calculating CAP, fluctuations in CAP reported for our NEOs may not correlate with our performance against our goals and the related compensation decisions made by our Board. For further information concerning our philosophy and how we align executive compensation with our performance, refer to “ Section 3 — Elements of Our Executive Compensation Programs ” beginning on page 41. The PvP table below provides compensation values reported in our current and prior SCTs, as well as the CAP amounts required in this section for the fiscal years ending 2021, 2022 and 2023. Note that for our NEOs other than our CEO, compensation is reported as an average. Adjustments made to CEO and non-CEO NEO compensation to determine CAP from the SCT amounts are described in the sections that follow the table.
|
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|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
SCT
Total for
Susan
DeVore
($) (1) |
|
Compensation
Actually Paid
to Susan
DeVore |
|
SCT
Total for
Michael
Alkire
($) (2) |
|
Compensation
Actually Paid
to Michael
Alkire |
|
Average SCT Total for Non-CEO NEOs ($) (3) |
|
Average Compensation Actually Paid to Non-CEO NEOs |
|
Value of Initial Fixed $100
Investment Based On: |
|
|
|
|
|
|
|
Peer Group
Total
Shareholder
Return |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
7,799,802 |
|
|
|
|
4,764,095 |
|
|
|
|
2,320,296 |
|
|
|
|
1,110,952 |
|
|
|
|
87 |
|
|
|
|
159 |
|
|
|
|
175 |
|
|
|
|
2.50 |
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
7,857,901 |
|
|
|
|
7,827,172 |
|
|
|
|
3,785,718 |
|
|
|
|
3,825,786 |
|
|
|
|
109 |
|
|
|
|
176 |
|
|
|
|
268 |
|
|
|
|
2.49 |
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
8,874,885 |
|
|
|
|
547,577 |
|
|
|
|
5,723,086 |
|
|
|
|
4,384,217 |
|
|
|
|
2,387,947 |
|
|
|
|
1,978,360 |
|
|
|
|
104 |
|
|
|
|
181 |
|
|
|
|
305 |
|
|
|
|
2.48 |
|
| (1) |
Susan DeVore served as CEO until May 1, 2021. |
| (2) |
Michael Alkire served as CEO in 2021 (since May 1, 2021), 2022, and 2023. |
| (3) |
Non-CEO NEOs for 2021-2023 were Leigh Anderson, David Hargraves, David Klatsky, and Craig McKasson. |
| (4) |
Total Shareholder Return ( ) assumes $100 is invested as of June 30, 2020. TSR represents cumulative return over the applicable period. The peer group used for this calculation is consistent with the peer group reported in the Stock Performance Graph in our 2023 Annual Report on Form 10-K. |
| (5) |
Net Income (Loss) reflected represents GAAP Net Earnings (Loss) as reported in our Annual Reports on Form 10-K for the relevant years. |
| (6) |
Under the PvP rules, we are required to identify a “Company-Selected Measure” ( ), which is used for purposes of the PvP data and analysis presented below. The PvP rules specify that the CSM represents our most important financial measure (other than total shareholder return or net income) used to link fiscal year 2023 NEO CAP to our fiscal year 2023 performance. For purposes of the PvP rules, we have chosen Adjusted EPS as our fiscal year 2023 CSM (see Appendix A for the definition of this non-GAAP financial measure). | Ms. DeVore (CEO) Compensation To determine the CAP amount in column (c) in the PvP table, the following amounts were deducted from and added to (as applicable) Ms. DeVore’s total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT Total for
Susan
DeVore ($) |
|
SCT Reported
Equity Award
Value for Susan
DeVore ($) |
|
Equity Award
Adjustments for
Susan DeVore
($) (1) |
|
Compensation
Actually Paid to
Susan DeVore
($) |
|
|
|
|
|
2023 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
2022 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
2021 |
|
|
|
8,874,885 |
|
|
|
|
(5,383,970 |
) |
|
|
|
(2,943,338 |
) |
|
|
|
547,577 |
|
| (1) |
Represents the year-over-year change in the fair value of equity awards to Ms. DeVore as summarized below: |
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
Year End
Fair Value of
Unvested
Equity
Awards
Granted in
the Year |
|
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
that Failed
to Meet
Vesting
Conditions
in the Year
($) |
|
Value of
Dividends or
other
Earnings Paid
on Equity
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($) |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
2023 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
— |
|
|
|
|
1,060,221 |
|
|
|
|
— |
|
|
|
|
131,670 |
|
|
|
|
(4,135,229 |
) |
|
|
|
— |
|
|
|
|
(2,943,338 |
) | In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Dividends and other earnings are included as other income in the SCT, and therefore not reflected in the table above. Mr. Alkire (CEO) Compensation To determine the CAP amounts in column (e) in the PvP table, the following amounts were deducted from and added to (as applicable) Mr. Alkire’s total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.
|
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|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT Total for
Michael
Alkire ($) |
|
SCT Reported
Equity Award
Value for Michael
Alkire ($) |
|
Equity Award
Adjustments for
Michael Alkire
($) (1) |
|
Compensation
Actually Paid to
Michael Alkire
($) |
|
|
|
|
|
2023 |
|
|
|
7,799,802 |
|
|
|
|
(5,267,551 |
) |
|
|
|
2,231,844 |
|
|
|
|
4,764,095 |
|
|
|
|
|
|
2022 |
|
|
|
7,857,901 |
|
|
|
|
(4,987,520 |
) |
|
|
|
4,956,791 |
|
|
|
|
7,827,172 |
|
|
|
|
|
|
2021 |
|
|
|
5,723,086 |
|
|
|
|
(2,812,860 |
) |
|
|
|
1,473,991 |
|
|
|
|
4,384,217 |
|
| (1) |
Represents the year-over-year change in the fair value of equity awards to Mr. Alkire as summarized below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year End
Fair Value of
Unvested
Equity
Awards
Granted in
the Year |
|
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($) |
|
Value of
Dividends or
other
Earnings Paid
on Equity
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($) |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
2023 |
|
|
|
3,780,042 |
|
|
|
|
(1,241,171 |
) |
|
|
|
— |
|
|
|
|
(307,027 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
2,231,844 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
4,583,763 |
|
|
|
|
244,482 |
|
|
|
|
— |
|
|
|
|
128,546 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
4,956,791 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
1,452,639 |
|
|
|
|
4,500 |
|
|
|
|
— |
|
|
|
|
16,852 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
1,473,991 |
| In the table above, the equity values are computed in accordance with the methodologies used for fin anc ial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Dividends and other earnings are included as other income in the SCT, and therefore not reflected in the table above. Average Non-CEO NEO Compensation To determine the CAP amounts in column (g) in the PvP table, the following amounts were deducted from and added to (as applicable) our Non-CEO NEO average total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average SCT Total for Non-CEO NEOs ($) |
|
Average SCT Reported Equity Award Value for Non-CEO NEOs ($) |
|
Average Equity Award Adjustments for Non-CEO NEOs ($) (1) |
|
Average Compensation Actually Paid to Non-CEO NEOs ($) |
|
|
|
|
|
2023 |
|
|
|
2,320,296 |
|
|
|
|
(1,314,173 |
) |
|
|
|
104,829 |
|
|
|
|
1,110,952 |
|
|
|
|
|
|
2022 |
|
|
|
3,785,718 |
|
|
|
|
(2,651,154 |
) |
|
|
|
2,691,223 |
|
|
|
|
3,825,786 |
|
|
|
|
|
|
2021 |
|
|
|
2,387,947 |
|
|
|
|
(1,196,670 |
) |
|
|
|
787,083 |
|
|
|
|
1,978,360 |
|
| (1) |
Represents the average of the year-over-year change in the fair value of equity awards to our Non-CEO NEOs as summarized below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year End
Fair Value of
Unvested
Equity
Awards
Granted in
the Year |
|
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($) |
|
Value of
Dividends or
other
Earnings Paid
on Equity
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($) |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
2023 |
|
|
|
943,063 |
|
|
|
|
(676,245 |
) |
|
|
|
— |
|
|
|
|
(161,989 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
104,829 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
2,473,995 |
|
|
|
|
133,850 |
|
|
|
|
— |
|
|
|
|
83,378 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
2,691,223 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
779,640 |
|
|
|
|
186 |
|
|
|
|
— |
|
|
|
|
7,257 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
787,083 |
| In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Dividends and other earnings are included as other income in the SCT, and therefore not reflected in the table above.
|
|
|
| Company Selected Measure Name |
Adjusted EPS
|
|
|
| Named Executive Officers, Footnote |
| (3) |
Non-CEO NEOs for 2021-2023 were Leigh Anderson, David Hargraves, David Klatsky, and Craig McKasson. |
|
|
|
| Peer Group Issuers, Footnote |
| (4) |
Total Shareholder Return ( ) assumes $100 is invested as of June 30, 2020. TSR represents cumulative return over the applicable period. The peer group used for this calculation is consistent with the peer group reported in the Stock Performance Graph in our 2023 Annual Report on Form 10-K. |
|
|
|
| Adjustment To PEO Compensation, Footnote |
Ms. DeVore (CEO) Compensation To determine the CAP amount in column (c) in the PvP table, the following amounts were deducted from and added to (as applicable) Ms. DeVore’s total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT Total for
Susan
DeVore ($) |
|
SCT Reported
Equity Award
Value for Susan
DeVore ($) |
|
Equity Award
Adjustments for
Susan DeVore
($) (1) |
|
Compensation
Actually Paid to
Susan DeVore
($) |
|
|
|
|
|
2023 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
2022 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
2021 |
|
|
|
8,874,885 |
|
|
|
|
(5,383,970 |
) |
|
|
|
(2,943,338 |
) |
|
|
|
547,577 |
|
| (1) |
Represents the year-over-year change in the fair value of equity awards to Ms. DeVore as summarized below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year End
Fair Value of
Unvested
Equity
Awards
Granted in
the Year |
|
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
that Failed
to Meet
Vesting
Conditions
in the Year
($) |
|
Value of
Dividends or
other
Earnings Paid
on Equity
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($) |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
2023 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
— |
|
|
|
|
1,060,221 |
|
|
|
|
— |
|
|
|
|
131,670 |
|
|
|
|
(4,135,229 |
) |
|
|
|
— |
|
|
|
|
(2,943,338 |
) | In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Dividends and other earnings are included as other income in the SCT, and therefore not reflected in the table above. Mr. Alkire (CEO) Compensation To determine the CAP amounts in column (e) in the PvP table, the following amounts were deducted from and added to (as applicable) Mr. Alkire’s total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT Total for
Michael
Alkire ($) |
|
SCT Reported
Equity Award
Value for Michael
Alkire ($) |
|
Equity Award
Adjustments for
Michael Alkire
($) (1) |
|
Compensation
Actually Paid to
Michael Alkire
($) |
|
|
|
|
|
2023 |
|
|
|
7,799,802 |
|
|
|
|
(5,267,551 |
) |
|
|
|
2,231,844 |
|
|
|
|
4,764,095 |
|
|
|
|
|
|
2022 |
|
|
|
7,857,901 |
|
|
|
|
(4,987,520 |
) |
|
|
|
4,956,791 |
|
|
|
|
7,827,172 |
|
|
|
|
|
|
2021 |
|
|
|
5,723,086 |
|
|
|
|
(2,812,860 |
) |
|
|
|
1,473,991 |
|
|
|
|
4,384,217 |
|
| (1) |
Represents the year-over-year change in the fair value of equity awards to Mr. Alkire as summarized below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year End
Fair Value of
Unvested
Equity
Awards
Granted in
the Year |
|
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($) |
|
Value of
Dividends or
other
Earnings Paid
on Equity
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($) |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
2023 |
|
|
|
3,780,042 |
|
|
|
|
(1,241,171 |
) |
|
|
|
— |
|
|
|
|
(307,027 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
2,231,844 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
4,583,763 |
|
|
|
|
244,482 |
|
|
|
|
— |
|
|
|
|
128,546 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
4,956,791 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
1,452,639 |
|
|
|
|
4,500 |
|
|
|
|
— |
|
|
|
|
16,852 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
1,473,991 |
| In the table above, the equity values are computed in accordance with the methodologies used for fin anc ial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Dividends and other earnings are included as other income in the SCT, and therefore not reflected in the table above. |
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 2,320,296
|
$ 3,785,718
|
$ 2,387,947
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,110,952
|
3,825,786
|
1,978,360
|
| Adjustment to Non-PEO NEO Compensation Footnote |
Average Non-CEO NEO Compensation To determine the CAP amounts in column (g) in the PvP table, the following amounts were deducted from and added to (as applicable) our Non-CEO NEO average total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average SCT Total for Non-CEO NEOs ($) |
|
Average SCT Reported Equity Award Value for Non-CEO NEOs ($) |
|
Average Equity Award Adjustments for Non-CEO NEOs ($) (1) |
|
Average Compensation Actually Paid to Non-CEO NEOs ($) |
|
|
|
|
|
2023 |
|
|
|
2,320,296 |
|
|
|
|
(1,314,173 |
) |
|
|
|
104,829 |
|
|
|
|
1,110,952 |
|
|
|
|
|
|
2022 |
|
|
|
3,785,718 |
|
|
|
|
(2,651,154 |
) |
|
|
|
2,691,223 |
|
|
|
|
3,825,786 |
|
|
|
|
|
|
2021 |
|
|
|
2,387,947 |
|
|
|
|
(1,196,670 |
) |
|
|
|
787,083 |
|
|
|
|
1,978,360 |
|
| (1) |
Represents the average of the year-over-year change in the fair value of equity awards to our Non-CEO NEOs as summarized below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year End
Fair Value of
Unvested
Equity
Awards
Granted in
the Year |
|
Year over Year
Change in Fair
Value of
Outstanding
Unvested
Equity Awards
Granted in
Prior Years |
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year |
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($) |
|
Value of
Dividends or
other
Earnings Paid
on Equity
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($) |
|
Total Equity
Award
Adjustments
($) |
|
|
|
|
|
|
|
|
2023 |
|
|
|
943,063 |
|
|
|
|
(676,245 |
) |
|
|
|
— |
|
|
|
|
(161,989 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
104,829 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
2,473,995 |
|
|
|
|
133,850 |
|
|
|
|
— |
|
|
|
|
83,378 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
2,691,223 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
779,640 |
|
|
|
|
186 |
|
|
|
|
— |
|
|
|
|
7,257 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
787,083 |
| In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Dividends and other earnings are included as other income in the SCT, and therefore not reflected in the table above.
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
CAP vs. Premier 3-year Cumulative TSR vs. Peer 3-year Cumulative TSR
|
|
|
| Compensation Actually Paid vs. Net Income |
CAP vs. Net Income (Loss)
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
| Total Shareholder Return Vs Peer Group |
CAP vs. Premier 3-year Cumulative TSR vs. Peer 3-year Cumulative TSR
|
|
|
| Tabular List, Table |
Most Important Financial Performance Measures As described above and in greater detail in the Compensation Discussion and Analysis section of this proxy statement, our executive compensation program reflects a philosophy. Our compensation program incorporates goals that link pay and performance in alignment with our business strategies and the long-term interests of stockholders. In accordance with the PvP rules, we have listed below the most important financial performance measures (listed alphabetically) we used to link fiscal year 2023 NEO pay to performance.
|
|
|
|
|
|
|
|
|
|
Combined Net Revenue |
|
|
|
|
Adjusted EBITDA* |
|
|
|
|
Adjusted EPS * |
|
|
| * |
Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. See Appendix A for the definitions of these measures. |
|
|
|
| Total Shareholder Return Amount |
$ 87
|
109
|
104
|
| Peer Group Total Shareholder Return Amount |
159
|
176
|
181
|
| Net Income (Loss) |
$ 175,000,000
|
$ 268,000,000
|
$ 305,000,000
|
| Company Selected Measure Amount |
2.5
|
2.49
|
2.48
|
| Measure:: 1 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Combined Net Revenue
|
|
|
| Measure:: 2 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Adjusted EBITDA
|
|
|
| Measure:: 3 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Adjusted EPS
|
|
|
| Non-GAAP Measure Description |
| (6) |
Under the PvP rules, we are required to identify a “Company-Selected Measure” ( ), which is used for purposes of the PvP data and analysis presented below. The PvP rules specify that the CSM represents our most important financial measure (other than total shareholder return or net income) used to link fiscal year 2023 NEO CAP to our fiscal year 2023 performance. For purposes of the PvP rules, we have chosen Adjusted EPS as our fiscal year 2023 CSM (see Appendix A for the definition of this non-GAAP financial measure). |
|
|
|
| Susan DeVore [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
|
|
$ 8,874,885
|
| PEO Actually Paid Compensation Amount |
|
|
547,577
|
| PEO Name |
Susan DeVore
|
|
|
| Michael Alkire [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
$ 7,799,802
|
$ 7,857,901
|
5,723,086
|
| PEO Actually Paid Compensation Amount |
$ 4,764,095
|
7,827,172
|
4,384,217
|
| PEO Name |
Michael Alkire
|
|
|
| PEO | Susan DeVore [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
|
(2,943,338)
|
| PEO | Susan DeVore [Member] | Equity Award [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
|
(5,383,970)
|
| PEO | Susan DeVore [Member] | Equity Award Adjustments [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
|
(2,943,338)
|
| PEO | Susan DeVore [Member] | Change in Fair Value of Outstanding Unvested Equity Awards Granted [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
|
1,060,221
|
| PEO | Susan DeVore [Member] | Change in Fair Value of Equity Awards Granted that Vested [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
|
131,670
|
| PEO | Susan DeVore [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
|
|
(4,135,229)
|
| PEO | Michael Alkire [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ 2,231,844
|
4,956,791
|
1,473,991
|
| PEO | Michael Alkire [Member] | Equity Award [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(5,267,551)
|
(4,987,520)
|
(2,812,860)
|
| PEO | Michael Alkire [Member] | Equity Award Adjustments [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
2,231,844
|
4,956,791
|
1,473,991
|
| PEO | Michael Alkire [Member] | Fair Value of Unvested Equity Awards Granted [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
3,780,042
|
4,583,763
|
1,452,639
|
| PEO | Michael Alkire [Member] | Change in Fair Value of Outstanding Unvested Equity Awards Granted [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(1,241,171)
|
244,482
|
4,500
|
| PEO | Michael Alkire [Member] | Change in Fair Value of Equity Awards Granted that Vested [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(307,027)
|
128,546
|
16,852
|
| Non-PEO NEO |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
104,829
|
2,691,223
|
787,083
|
| Non-PEO NEO | Equity Award [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(1,314,173)
|
(2,651,154)
|
(1,196,670)
|
| Non-PEO NEO | Equity Award Adjustments [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
104,829
|
2,691,223
|
787,083
|
| Non-PEO NEO | Fair Value of Unvested Equity Awards Granted [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
943,063
|
2,473,995
|
779,640
|
| Non-PEO NEO | Change in Fair Value of Outstanding Unvested Equity Awards Granted [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(676,245)
|
133,850
|
186
|
| Non-PEO NEO | Change in Fair Value of Equity Awards Granted that Vested [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ (161,989)
|
$ 83,378
|
$ 7,257
|