Summary of Compensation Arrangements With Executive Officers of theCompany
Exhibit 10.27
Summary of Compensation Arrangements With Executive Officers of the Company
I. 2008 Executive Officer Salaries. On December 24, 2008, the Compensation Committee (the Committee) of the Board of Directors of Waddell & Reed Financial, Inc. (the Company) approved the annual base salaries (effective as of January 1, 2009) of the Companys executive officers. The following table sets forth the annual base salaries of the Companys Chief Executive Officer, Chief Financial Officer and the next three most highly compensated officers (collectively, the Named Executive Officers) for 2009:
Named Executive Officer |
| Salary |
|
|
|
|
|
Henry J. Herrmann |
| $1,000,000 |
|
Chief Executive Officer |
|
|
|
|
|
|
|
Daniel P. Connealy |
| $390,000 |
|
Senior Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
Michael L. Avery |
| $550,000 |
|
Senior Vice President and Chief Investment Officer |
|
|
|
|
|
|
|
Thomas W. Butch |
| $475,000 |
|
Senior Vice President and Chief Marketing Officer |
|
|
|
|
|
|
|
Daniel C. Schulte |
| $365,000 |
|
Senior Vice President and General Counsel |
|
|
|
The Company has adopted a Supplemental Executive Retirement Plan, as amended and restated (the SERP) pursuant to which participants accounts are credited with (1) an amount equal to 4% of his or her base salary, less the amount of the maximum employer matching contribution allowable that can be made on the participants behalf under the Company 401(k) and Thrift Plan, and (2) a non-formula award, as determined by the Committee in its discretion. For 2008, the Committee designated Mr. Herrmann as a participant of the SERP and did not award him a non-formula award in 2008. None of the other Named Executive Officers were eligible to participate in the SERP for 2008.
II. 2008 Executive Incentive Plan Awards. Pursuant to the Company 2003 Executive Incentive Plan, as amended and restated (the EIP), eligible participants may receive (1) an annual incentive plan award of cash, and (2) an annual incentive plan award of restricted stock, both based upon the annual financial performance of the Company.
A. Cash Awards. On December 24, 2008, the Committee authorized the payment of annual cash incentive (i.e., bonus) awards based on the Companys financial performance for the year ended December 31, 2008 to executive officers participating in the EIP, which included Messrs. Herrmann, Connealy, Avery, Butch and Schulte. These annual incentive awards were determined based on performance goals established in February 2008. As permitted by the EIP, the Committee exercised its discretion to reduce the amount of the cash incentive awards payable to Messrs. Herrmann, Connealy, Avery, Butch and Schulte, but in accordance with the EIP, the reductions did not increase the cash incentive award amounts for any other participant. The
following table sets forth the annual cash incentive plan awards for the Named Executive Officers for 2008:
Named Executive Officer |
| Cash Award |
|
|
|
|
|
Henry J. Herrmann |
| $1,000,000 |
|
Chief Executive Officer |
|
|
|
|
|
|
|
Daniel P. Connealy |
| $220,000 |
|
Senior Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
Michael L. Avery |
| $500,000 |
|
Senior Vice President and Chief Investment Officer |
|
|
|
|
|
|
|
Thomas W. Butch Senior |
| $288,000 |
|
Vice President and Chief Marketing Officer |
|
|
|
|
|
|
|
Daniel C. Schulte |
| $220,000 |
|
Senior Vice President and General Counsel |
|
|
|
Pursuant to the Company 1998 Executive Stock Award Plan, as amended and restated, eligible executives may annually convert all or a portion of their annual cash incentive award into restricted stock of the Company. Additionally, the Compensation Committee may, in its sole discretion, direct that all or a portion of the cash incentive award payments payable under the EIP be paid in restricted stock. For 2008, none of the Named Executive Officers converted any portion of their annual cash incentive award into restricted stock of the Company, nor did the Committee direct that any portion of their cash incentive award be paid in restricted stock.
B. Restricted Stock Awards. On December 24, 2008, the Committee authorized the payment of the annual incentive awards of restricted stock based on the Companys financial performance for the year ended December 31, 2008 to executive officers participating in the EIP, which included Messrs. Herrmann, Connealy, Avery, Butch and Schulte. These annual incentive awards were determined based on performance goals established in February 2008. As permitted by the EIP, the Committee exercised its discretion to reduce the amount of the incentive award of restricted stock payable to Mr. Herrmann and did not award Mr. Herrmann an annual incentive award of restricted stock for 2008. In accordance with the EIP, the reduction of Mr. Herrmanns award did not increase the restricted stock incentive award amounts for any other participant. The Committee awarded Messrs. Connealy, Avery, Butch and Schulte the full amount of the incentive award of restricted stock each was eligible to receive. The following table sets forth the annual incentive plan awards of restricted stock granted to the Named Executive Officers for 2008:
Named Executive Officer |
| Incentive Plan Restricted |
|
|
|
|
|
Henry J. Herrmann |
| 0 shares |
|
Chief Executive Officer |
|
|
|
|
|
|
|
Daniel P. Connealy |
| 42,000 shares |
|
Senior Vice President and Chief Financial Officer |
|
|
|
Michael L. Avery |
| 63,000 shares |
|
Senior Vice President and Chief Investment Officer |
|
|
|
|
|
|
|
Thomas W. Butch |
| 63,000 shares |
|
Senior Vice President and Chief Marketing Officer |
|
|
|
|
|
|
|
Daniel C. Schulte |
| 42,000 shares |
|
Senior Vice President and General Counsel |
|
|
|
These shares were granted on December 31, 2008 pursuant to the 1998 Stock Incentive Plan, as amended and restated (the SIP), in accordance with the form of restricted stock agreement filed as Exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2008.
III. 2008 Discretionary Awards. On December 24, 2008, the Committee also authorized the grant discretionary awards of restricted stock to the executive officers participating in the EIP, which included Messrs. Herrmann, Connealy, Avery, Butch and Schulte. The Committee did not grant Mr. Herrmann a discretionary award of restricted stock. The discretionary awards of restricted stock were granted pursuant to the terms of the SIP. The following table sets forth the discretionary awards of restricted stock granted to the Named Executive Officers for 2008:
Named Executive Officer |
| Discretionary Restricted |
|
|
|
|
|
Henry J. Herrmann |
| 0 shares |
|
Chief Executive Officer |
|
|
|
|
|
|
|
Daniel P. Connealy |
| 18,900 shares |
|
Senior Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
Michael L. Avery |
| 28,350 shares |
|
Senior Vice President and Chief Investment Officer |
|
|
|
|
|
|
|
Thomas W. Butch |
| 28,350 shares |
|
Senior Vice President and Chief Marketing Officer |
|
|
|
|
|
|
|
Daniel C. Schulte |
| 18,900 shares |
|
Senior Vice President and General Counsel |
|
|
|
These shares were granted on December 31, 2008 pursuant to the SIP, in accordance with the form of restricted stock agreement filed as Exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2008.