|
SEC Filing Excerpt
For complete filing click here |
Wachovia Corporation
301 South College Street, Charlotte, North Carolina 28288
NOTICE OF ANNUAL MEETING
TO BE HELD ON APRIL 17, 2007
March 9, 2007
The Annual Meeting of Stockholders will be held at the Charlotte Convention Center, 501 South College Street, Charlotte, North Carolina 28202, on Tuesday, April 17, 2007, at 9:30 a.m., to consider the following:
A Wachovia proposal to elect the eight nominees named in the attached proxy statement as directors, six nominees to serve as Class III directors with terms expiring at the 2010 Annual Meeting of Stockholders, one nominee to serve as a Class II director with a term expiring at the 2009 Annual Meeting of Stockholders, and one nominee to serve as a Class I director with a term expiring at the 2008 Annual Meeting of Stockholders, in each case until their successors are duly elected and qualified.
A Wachovia proposal to amend Wachovias articles of incorporation to eliminate the provisions classifying the terms of its board of directors.
A Wachovia proposal to amend Wachovias articles of incorporation to provide for majority voting in uncontested director elections.
A Wachovia proposal to ratify the appointment of KPMG LLP as auditors for the year 2007.
A number of stockholder proposals, which management and Wachovias board of directors oppose.
Such other business as may properly come before the meeting or any adjournments.
Only holders of record of Wachovia common stock on February 12, 2007, are entitled to notice of and to vote at the meeting.
By order of the board of directors,
/s
Mark C. Treanor
Secretary
Whether or not you plan to attend, please either return the enclosed proxy card or vote through the telephone or Internet voting procedures described on your proxy card, to ensure your shares are voted at the meeting. Your vote is important, whether you own a few shares or many.
|
SEC Filing Excerpt
For complete filing click here |
The Compensation Committee is responsible for studying the compensation of directors and recommending changes for consideration by the full board when appropriate. The Compensation Committee annually reviews market data provided by professionals in our Human Resources Division, outside independent compensation consultants engaged by the Compensation Committee, and legal counsel. Based on this analysis, no changes to director compensation occurred in 2006.
Non-employee directors receive a quarterly cash retainer and quarterly credits under Wachovias Deferred Compensation Plan for Non-Employee Directors, which is described below, in each directors common stock equivalent deferred account. In addition, the lead independent director and the Chair of each committee receive a quarterly fee.
The following table summarizes Wachovias director compensation amounts:
|
Compensation Element |
Annual Compensation($) |
|
Annual Cash Retainer |
70,000 |
|
Annual Mandatory Stock Unit Contribution |
150,000 |
|
Total Annual Compensation |
220,000 |
|
Annual Committee Chair Fee |
15,000 |
|
Annual Audit Committee Chair Fee |
25,000 |
|
Annual Lead Independent Director Fee |
25,000 |
|
Special Board Meeting Fee * |
2,000 |
|
Special Committee Meeting Fee * |
1,500 |
* If more than six board or committee meetings are held in an annual period, directors receive an additional $1,500 for each additional committee meeting attended and $2,000 for each additional board meeting attended.
Wachovia reimburses directors for travel and accommodation expenses. Directors who are Wachovia employees do not receive any directors fees.
Director Compensation Table
The following table sets forth with respect to each person who served as a director of Wachovia in 2006: (i) their name (column (a)); (ii) the aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees, and meeting fees (column (b)); (iii) for awards of stock, the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with Statement of Financial Accounting Standards No. 123R (SFAS 123R) (column (c)); (iv) the sum of (A) the aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans from the pension plan measurement date used for financial statement reporting purposes with respect to Wachovias audited financial statements for the prior completed fiscal year to the pension plan measurement date used for financial statement reporting purposes with respect to Wachovias audited financial statements for the covered fiscal year, and (B) above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified, including such earnings on nonqualified defined contribution plans (column (d)); (v) all other compensation for the covered fiscal year that Wachovia could not properly report in columns (b)-(d) (column (e)); and (vi) the dollar value of total compensation for the covered fiscal year (column (f)), representing the sum of all amounts reported in columns (b)-(e).
18
2006 DIRECTOR COMPENSATION
|
Name |
Fees |
Earned or |
Stock Awards |
Change in |
All Other Compensation |
Total |
|
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
|
Baker II, John |
82,500 |
|
150,000 |
0 |
0 |
232,500 |
|
Balloun, James (1) |
26,962 |
|
44,918 |
35,527 |
0 |
107,406 |
|
Brown, Robert |
80,000 |
|
150,000 |
18,672 |
0 |
248,672 |
|
Browning, Peter |
83,000 |
|
150,000 |
0 |
0 |
233,000 |
|
Casteen III, John |
88,500 |
|
150,000 |
0 |
4,000 |
242,500 |
|
Gitt, Jerry (3) |
17,500 |
|
37,500 |
0 |
0 |
55,000 |
|
Goodwin Jr., William |
85,000 |
|
150,000 |
0 |
4,000 |
239,000 |
|
Herringer, Maryellen (3) |
17,500 |
|
37,500 |
0 |
0 |
55,000 |
|
Ingram, Robert |
93,750 |
|
150,000 |
0 |
0 |
243,750 |
|
James, Donald |
82,000 |
|
150,000 |
2,683 |
0 |
234,683 |
|
Malone, Wallace (5) |
0 |
|
0 |
0 |
0 |
0 |
|
McDonald, Mackey |
85,000 |
|
150,000 |
4,794 |
0 |
239,794 |
|
Neubauer, Joseph |
122,000 |
|
150,000 |
6,877 |
1,000 |
279,794 |
|
Noland III, Lloyd (2) |
26,000 |
|
37,500 |
0 |
0 |
63,500 |
|
Proctor, Timothy (4) |
11,603 |
|
24,864 |
0 |
0 |
36,468 |
|
Rady, Ernest (5) (10) |
0 |
|
0 |
0 |
0 |
0 |
|
Richey, Van |
82,000 |
|
150,000 |
0 |
0 |
232,000 |
|
Shaw, Ruth |
98,500 |
|
150,000 |
0 |
0 |
248,500 |
|
Smith, Lanty |
137,000 |
|
150,000 |
0 |
0 |
287,000 |
|
Thompson, G. Kennedy (5) |
0 |
|
0 |
0 |
0 |
0 |
|
Whitaker Jr., John |
83,500 |
|
150,000 |
0 |
4,000 |
237,500 |
|
Young, Dona |
97,000 |
|
150,000 |
0 |
4,000 |
251,000 |
|
|
|
|
|
|
|
|
|
Total |
1,399,315 |
|
2,282,282 |
68,552 |
17,000 |
3,767,149 |
(1) Mr. Balloun retired as a director on April 18, 2006. Reported compensation reflects amounts earned or accrued for fiscal year 2006 through his retirement date.
(2) Mr. Noland retired as a director on April 18, 2006. Reported compensation reflects amounts earned or accrued for fiscal year 2006 through his retirement date.
(3) Mr. Gitt and Ms. Herringer were appointed to the board of directors on October 1, 2006. Reported compensation reflects amounts earned or accrued from October 1, 2006 through year end.
(4) Mr. Proctor was appointed to the board of directors on November 1, 2006. Reported compensation reflects amounts earned or accrued from November 1, 2006 through year end.(5) Wachovia employees do not receive compensation for their role as directors.
(6) All or a portion of the reported cash compensation may be deferred through the Deferred Compensation Plan for Non-Employee Directors, which is discussed below. See table on the preceding page for elements of director compensation.
(7) Amounts reflect the annual mandatory deferred common stock unit contribution provided to non-employee directors. Awards are made in the form of fully vested common stock unit equivalents and have been reported at the SFAS 123R value. These phantom stock units are hypothetical shares with the underlying value tied to the market price of Wachovia common stock. See Wachovia Deferred Compensation Plan for Non-Employee Directors below for additional information.
(8) Amounts reflect only that interest earned on deferred compensation amounts that are considered to be above-market. Interest paid on deferred compensation is deemed to be above-market if it exceeds 120% of the applicable federal long-term rate.
19
(9) Amounts reflect Wachovia matching contribution component of the Board of Directors Matching Gift Program. Under this program, Wachovia will match, on a $2 for $1 basis, a directors contributions to accredited educational institutions or other nonprofit institutions in accordance with section 501(c) of the Internal Revenue Code. Wachovias contribution is limited to $4,000 in any given year.
(10) As a Wachovia employee, Mr. Rady does not receive compensation as a director of Wachovia. However, Wachovia and Mr. Rady signed an offer letter at the time Wachovia and Westcorp entered into their merger agreement that became effective upon completion of the Westcorp merger regarding Mr. Radys role with Wachovia. Pursuant to that letter, in 2006 Mr. Rady received a base salary of $500,000 and incentive compensation of $275,000. Mr. Rady is also eligible to participate in Wachovias employee benefit plans, including stock incentive plans. The letter also provides that if Mr. Radys employment is terminated without cause prior to January 1, 2008, he will receive post-termination payments based on his salary and minimum incentive compensation of $275,000. In March 2007, Mr. Rady retired as an employee of Wachovia and, pursuant to the letter, he will receive $691,667 in post-termination payments in 2007, equal to the remainder of base salary for 2007 plus the minimum incentive compensation. As described in Proposal 1, Mr. Rady has been nominated for election as a Wachovia director at the meeting.
Wachovia Deferred Compensation Plan for Non-Employee Directors
Under the Deferred Compensation Plan for Non-Employee Directors, directors who are not Wachovia employees may defer payment of all or any part of their directors fees. Non-employee directors make these deferral elections prior to each year or upon appointment to the board. In conjunction with this deferral election, non-employee directors also elect whether deferred balances will earn interest set at the prime rate plus 2% compounding quarterly or invested in deferred stock units with the value tied to the market value of Wachovia common stock. The $150,000 annual deferred stock unit component of the directors retainer is provided through quarterly contributions of $37,500 to the stock unit component of the plan. These contributions must be invested in deferred stock units during the year of contribution.
Directors having their fees in deferred stock units are investing in common stock equivalents that are valued based on the market value of Wachovia common stock. This means that the value of their deferred account is based on the market value of Wachovia common stock and will rise and fall as if the account were actually invested in the stock. Common stock equivalents do not have voting rights. Deferred stock units do not receive dividends when declared on shares of Wachovia common stock but do receive dividend equivalents that are re-invested into additional deferred stock units. Deferred amounts are payable in cash after the end of the calendar year in which the director ceases to be a director, in annual installments over a ten-year period, unless otherwise determined by the Compensation Committee.
20
The following table sets forth with respect to each person who served as a director of Wachovia in 2006: (i) their name (column (a)); (ii) the aggregate interest-bearing balance in the directors Deferred Compensation Plan for Non-Employee Directors account at December 31, 2006 (column (b)); (iii) the aggregate number of deferred stock units in the directors Deferred Compensation Plan for Non-Employee Directors account at December 31, 2006 (column (c)); (iv) the aggregate dollar value of the deferred stock units in the directors Deferred Compensation Plan for Non-Employee Directors account at December 31, 2006 (column (d)); and (v) the aggregate value of the directors Deferred Compensation Plan for Non-Employee Directors account at December 31, 2006 (the sum of columns (b) and (d)) (column (e)).
|
Name |
Interest |
Deferred Stock |
Deferred Stock |
Total Deferred |
|
(a) |
(b) |
(c) |
(d) |
(e) |
|
Baker II, John |
0 |
21,767 |
1,239,603 |
1,239,603 |
|
Balloun, James |
852,930 |
15,728 |
895,719 |
1,748,649 |
|
Brown, Robert |
333,440 |
20,680 |
1,177,751 |
1,511,191 |
|
Browning, Peter |
0 |
22,970 |
1,308,121 |
1,308,121 |
|
Casteen III, John |
0 |
22,435 |
1,277,697 |
1,277,697 |
|
Gitt, Jerry |
0 |
679 |
38,663 |
38,663 |
|
Goodwin Jr., William |
0 |
53,434 |
3,043,072 |
3,043,072 |
|
Herringer, Maryellen |
17,943 |
679 |
38,663 |
56,606 |
|
Ingram, Robert |
0 |
35,513 |
2,022,449 |
2,022,449 |
|
James, Donald |
87,088 |
7,445 |
424,003 |
511,091 |
|
Malone, Wallace |
0 |
0 |
0 |
0 |
|
McDonald, Mackey |
123,952 |
40,173 |
2,287,860 |
2,411,812 |
|
Neubauer, Joseph |
177,808 |
40,921 |
2,330,469 |
2,508,277 |
|
Noland III, Lloyd |
0 |
26,333 |
1,499,645 |
1,499,645 |
|
Proctor, Timothy |
11,799 |
456 |
25,947 |
37,746 |
|
Rady, Ernest |
0 |
0 |
0 |
0 |
|
Richey, Van |
0 |
8,970 |
510,816 |
510,816 |
|
Shaw, Ruth |
0 |
39,813 |
2,267,363 |
2,267,363 |
|
Smith, Lanty |
0 |
93,260 |
5,311,146 |
5,311,146 |
|
Thompson, G. Kennedy |
0 |
0 |
0 |
0 |
|
Whitaker Jr., John |
0 |
39,114 |
2,227,558 |
2,227,558 |
|
Young, Dona |
0 |
26,231 |
1,493,831 |
1,493,831 |
|
|
|
|
|
|
|
Total |
1,604,960 |
516,601 |
29,420,376 |
31,025,336 |
(1) Rounded to the nearest whole share, based on Wachovias common stock price on December 29, 2006.
In conjunction with the First UnionWachovia merger, Wachovia terminated and froze accrued benefits under the legacy First Union Retirement Plan for Non-Employee Directors program. Accrued benefits at the time the plan was frozen have been rolled into the Deferred Compensation Plan for Non-Employee Directors at the net present value for all currently active directors with the exception of Mr. Brown. As a former participant in that retirement plan, upon his retirement as a director, Mr. Brown will be eligible to receive an annual payment of $86,991 for a period of three years.
|
SEC Filing Excerpt
For complete filing click here |
The following information relates to compensation paid or payable to (i) the current Chief Executive Officer (CEO) and Chief Financial Officer (CFO), (ii) the three other most highly compensated executive officers that were serving as such at December 31, 2006, (iii) one former executive officer who served as CFO during a portion of 2006, and (iv) two former executive officers who were not serving as executive officers at December 31, 2006 but whose total compensation in 2006 would have been among the three most highly compensated executive officers (the current CEO and CFO and those six other executive officers, the Named Officers).
24
Summary Compensation Table
The following table sets forth for the Named Officers: (i) their name and principal positions (column (a)); (ii) year covered (column (b)); (iii) the dollar value of base salary (cash and non-cash) earned during the year covered (column (c)); (iv) for awards of stock, the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with SFAS 123R (column (d)); (v) for awards of stock options, the dollar amount recognized for financial reporting purposes with respect to the fiscal year in accordance with SFAS 123R (column (e)); (vi) the dollar value of all earnings for services performed during the fiscal year pursuant to awards under non-equity incentive plans and all earnings on outstanding awards (column (f)); (vii) the sum of (A) the aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans from the pension plan measurement date used for financial statement reporting purposes with respect to Wachovias audited financial statements for the prior completed fiscal year to the pension plan measurement date used for financial statement reporting purposes with respect to Wachovias audited financial statements for the covered fiscal year, and (B) above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified, including such earnings on nonqualified defined contribution plans (column (g)); (viii) all other compensation for the covered fiscal year that is not properly reported in any other column (column (h)); and (ix) the dollar value of total compensation for the covered fiscal year (column (i)), representing the sum of the amounts reported in columns (c)-(h).
SUMMARY COMPENSATION TABLE
|
Name and Principal Position |
Year |
Salary |
Stock Awards |
Option Awards |
Non-Equity |
Change in |
All Other |
Total |
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
|
G. Kennedy Thompson |
2006 |
1,090,000 |
9,064,002 |
8,144,728 |
5,150,000 |
181,374 |
216,178 |
23,846,282 |
|
President, CEO and Chairman |
|
|
|
|
|
|
|
|
|
Thomas J. Wurtz |
2006 |
420,833 |
527,162 |
328,606 |
1,750,000 |
62,159 |
37,755 |
3,126,515 |
|
Senior Executive |
|
|
|
|
|
|
|
|
|
Vice President and CFO |
|
|
|
|
|
|
|
|
|
Benjamin P. Jenkins, III |
2006 |
700,000 |
3,090,032 |
2,798,600 |
3,450,000 |
410,453 |
145,120 |
10,594,205 |
|
Vice Chairman |
|
|
|
|
|
|
|
|
|
Stephen E. Cummings |
2006 |
500,000 |
2,232,105 |
1,969,274 |
3,875,000 |
21,002 |
91,689 |
8,689,070 |
|
Senior Executive |
|
|
|
|
|
|
|
|
|
Vice President |
|
|
|
|
|
|
|
|
|
David M. Carroll |
2006 |
642,000 |
1,370,566 |
1,257,909 |
2,850,000 |
56,726 |
60,638 |
6,237,839 |
|
Senior Executive |
|
|
|
|
|
|
|
|
|
Vice President |
|
|
|
|
|
|
|
|
|
Wallace D. Malone, Jr. (6) |
2006 |
83,333 |
0 |
4,994,443 (9) |
0 |
4,194,102 |
14,374,812 |
23,646,690 |
|
Retired Vice Chairman |
|
|
|
|
|
|
|
|
|
Robert P. Kelly (7) |
2006 |
56,061 |
0 (10) |
0 (10) |
0 |
392 |
7,548 |
64,001 |
|
Former Senior Executive |
|
|
|
|
|
|
|
|
|
Vice President and CFO |
|
|
|
|
|
|
|
|
|
Jean E. Davis (8) |
2006 |
205,000 |
2,075,667 (11) |
1,846,276 (11) |
661,918 |
1,126,752 |
1,380,776 |
7,296,389 |
|
Retired Senior Executive |
|
|
|
|
|
|
|
|
|
Vice President |
|
|
|
|
|
|
|
|
(1) Amounts include compensation earned but deferred by the Named Officers under Wachovias deferred compensation plans. Participants in these plans may defer receipt of portions of the salary and/or annual incentive compensation they have earned into investment accounts. See also Nonqualified Deferred Compensation Table.
(2) Amounts reflect Wachovias expense recognized in 2006 for outstanding stock awards calculated in accordance with SFAS 123R.
25
The following table provides additional detail on SFAS 123R stock award expense recognition in 2006, including the 2006 stock awards and prior years stock awards. The SFAS 123R grant date fair value for 2006 awards is provided for reference and is also reported in Grants of Plan-Based Awards Table. See also Outstanding Equity Awards at Fiscal Year-End Table.
|
|
2006 Stock |
Prior Year |
Total Stock |
Grant Date |
|
Thompson |
|
|
|
|
|
Options |
5,520,757 |
2,623,971 |
8,144,728 |
5,520,757 |
|
Restricted Stock |
6,285,447 |
2,778,555 |
9,064,002 |
6,285,447 |
|
Total |
11,806,204 |
5,402,526 |
17,208,730 |
11,806,204 |
|
Wurtz |
|
|
|
|
|
Options |
146,399 |
182,207 |
328,606 |
975,994 |
|
Restricted Stock |
166,679 |
360,483 |
527,162 |
1,111,191 |
|
Total |
313,078 |
542,690 |
855,768 |
2,087,185 |
|
Jenkins |
|
|
|
|
|
Options |
1,813,970 |
984,630 |
2,798,600 |
1,813,970 |
|
Restricted Stock |
2,065,218 |
1,024,814 |
3,090,032 |
2,065,218 |
|
Total |
3,879,188 |
2,009,444 |
5,888,632 |
3,879,188 |
|
Cummings |
|
|
|
|
|
Options |
1,478,780 |
490,494 |
1,969,274 |
1,478,780 |
|
Restricted Stock |
1,683,630 |
548,475 |
2,232,105 |
1,683,630 |
|
Total |
3,162,410 |
1,038,969 |
4,201,379 |
3,162,410 |
|
Carroll |
|
|
|
|
|
Options |
650,663 |
607,246 |
1,257,909 |
1,084,438 |
|
Restricted Stock |
740,802 |
629,764 |
1,370,566 |
1,234,669 |
|
Total |
1,391,465 |
1,237,010 |
2,628,475 |
2,319,107 |
|
Malone |
|
|
|
|
|
Options |
0 |
4,994,443 |
4,994,443 |
0 |
|
Restricted Stock |
0 |
0 |
0 |
0 |
|
Total |
0 |
4,994,443 |
4,994,443 |
0 |
|
Kelly |
|
|
|
|
|
Options |
0 |
0 |
0 |
0 |
|
Restricted Stock |
0 |
0 |
0 |
0 |
|
Total |
0 |
0 |
0 |
0 |
|
Davis |
|
|
|
|
|
Options |
0 |
1,846,276 |
1,846,276 |
0 |
|
Restricted Stock |
0 |
2,075,667 |
2,075,667 |
0 |
|
Total |
0 |
3,921,943 |
3,921,943 |
0 |
(a) With the implementation of SFAS 123R in 2006, Wachovia recognizes expense associated with 2006 stock awards over the period from the date of grant to the date at which an employee becomes retirement-eligible under Wachovias qualified pension plan. Messrs. Thompson, Jenkins and Cummings were eligible for retirement in 2006 and reported amounts include the full SFAS 123R expense for stock awards granted in 2006 rather than prorated over the 5-year vesting term. Mr. Carroll is retirement-eligible in 2007 and the reported amounts include an accelerated 1.25 year expense recognition period for his 2006 stock awards rather than the 5-year vesting term.
(b) With the implementation of SFAS 123R in 2006, Wachovia continues to recognize expense associated with stock grants in prior years over the vesting term of those awards. Amounts reflect the expense recognized in 2006 for stock awards granted in years prior to 2006.
(c) Amounts reflect the full grant date value of 2006 stock awards calculated in accordance with SFAS 123R and provide a perspective on the aggregate cost of stock awards made in 2006 to the Named Officers. As noted in (a) above, these amounts will be recognized over the lesser of (i) the vesting term of the awards (five years for the 2006 awards) or (ii) the period at which the Named Officer becomes retirement-eligible under Wachovias qualified pension plan.(3) Amounts reflect payment of performance-based annual cash incentive awards for fiscal year 2006 performance. Wachovia provides performance-based annual cash incentive awards to executive officers under the covered officer incentive component of the stockholder approved Amended and Restated
26
2003 Stock Incentive Plan (the SIP). See additional discussion in Compensation Discussion & Analysis and Grants of Plan-Based Awards Table.
(4) Amounts reflect the benefits attributable to the Named Officers for 2006 compensation and services (i) as calculated under Wachovias pension plan and non-qualified retirement benefit plans and (ii) above-market return on deferred compensation earned by the Named Officers during 2006:
|
|
Thompson |
Wurtz |
Jenkins |
Cummings |
Carroll |
Malone |
Kelly |
Davis |
|
Accrued Retirement Plan Benefit ($)(a) |
51,859 |
47,128 |
64,555 |
21,002 |
25,051 |
3,359,854 |
358 |
1,126,752 |
|
Above Market Earnings on Deferred Compensation ($)(b) |
129,515 |
15,031 |
345,898 |
0 |
31,675 |
834,248 |
34 |
0 |
|
Total ($) |
181,374 |
62,159 |
410,453 |
21,002 |
56,726 |
4,194,102 |
392 |
1,126,752 |
(a) Amounts reflect the benefits attributable to the Named Officers for 2006 compensation and services as calculated under Wachovias pension plan and non-qualified retirement benefit plans for the Named Officers during 2006.
As noted under Potential Payments Upon Termination or Change-in-Control, in accordance with her employment agreement, Ms. Davis is receiving compensation continuance through May 31, 2009, including continued service credit in her legacy Wachovia supplemental executive retirement agreement (SERA). The reported amount includes accrued benefits under our qualified pension plan and her SERA attributed to 2006. Additional discussion of the benefit to Ms. Davis under the SERA for future years is provided in Potential Payments Upon Termination or Change-in-Control.
(b) Amounts reflect only interest earned on deferred compensation amounts that is considered to be above-market. Interest paid on deferred compensation is deemed to be above-market if it exceeds 120% of the applicable federal long-term rate.
All Wachovia employee deferred compensation plans that provide for above-market earnings were frozen prior to 2006 and are no longer open for additional executive or employer contributions. For additional information on deferred compensation programs, see Nonqualified Deferred Compensation Table.
(5) Represents personal benefits as outlined in the table below, valued at the incremental cost to Wachovia of providing such benefits:
|
|
Thompson |
Wurtz |
Jenkins |
Cummings |
Carroll |
Malone |
Kelly |
Davis |
|
Value of life insurance premiums ($)(a) |
56,850 |
0 |
63,421 |
36,587 |
0 |
0 |
0 |
64,125 |
|
Amounts paid for financial planning and tax preparation services ($)(b) |
20,911 |
5,900 |
12,800 |
15,000 |
8,520 |
9,375 |
2,800 |
15,000 |
|
Amounts paid for personal use of corporate aircraft ($)(c) |
39,426 |
0 |
2,248 |
0 |
0 |
0 |
0 |
0 |
|
Amounts paid for taxes on behalf of the executive ($)(d) |
9,080 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|
Savings Plan matching contribution ($)(e) |
65,400 |
25,250 |
42,000 |
30,000 |
38,520 |
1,250 |
3,364 |
11,310 |
|
Amounts provided for supplemental life insurance benefits ($)(f) |
23,603 |
6,605 |
22,118 |
10,102 |
12,906 |
163,929 |
1,385 |
6,609 |
|
Value of disability insurance ($)(g) |
908 |
0 |
2,533 |
0 |
692 |
0 |
0 |
132 |
|
Total ($) |
216,178 |
37,755 |
145,120 |
91,689 |
60,638 |
14,374,812 |
7,548 |
1,380,776 |
27
(a) In 2003, Wachovia terminated split-dollar life insurance agreements with its executive officers. Following such terminations, Wachovia received our interest in the related life insurance policies under those agreements. These amounts reflect payments made by Wachovia in 2006 to compensate Messrs. Thompson and Cummings and Ms. Davis for the cost of obtaining and maintaining personal supplemental life insurance benefits in lieu of those split-dollar life insurance arrangements.
In lieu of continuing his personal supplemental life insurance benefits as replacement for his terminated split-dollar life insurance arrangement, Mr. Jenkins received a one-time payment of $63,421 in 2006 as reimbursement for the value of the split-dollar policy cash surrender value for the policy cancelled in 2003.
(b) Amounts reflect the cost of financial planning, including financial planning and tax counseling for executives. All services were provided by an outside vendor and reflect actual expenses incurred in 2006.(c) The value of personal use of corporate aircraft reflects the calculated incremental cost to Wachovia of personal use of company aircraft. Incremental costs have been calculated based on the variable operating costs to Wachovia. Variable costs consist of trip-specific costs, including fuel, catering, mileage, maintenance, universal weather-monitoring, landing/ramp fees and other miscellaneous variable costs. Incremental cost calculations do not include fixed costs.
Corporate aircraft are used primarily for business travel. On certain occasions, an executives spouse or other family member may accompany the executive on a flight. Calculations exclude spouse or other family member when such travel is necessary for business purposes.
(d) The board of directors has required Wachovias chief executive officer to use company aircraft for all travel whenever practicable for security reasons and provides for tax gross-up payments to offset the tax impact of imputing this expense as income to him. In 2006, Mr. Thompson was reimbursed $9,080 for taxes associated with personal use of company aircraft. No other executives are required to use company aircraft for all travel and accordingly, do not receive tax gross-ups for their personal use of company aircraft.(e) Amounts reflect Wachovia matching contributions made pursuant to the Wachovia Savings Plan and the Wachovia Savings Restoration Plan in 2006. Wachovia matching contributions are dollar for dollar up to 6% of base salary. See also Nonqualified Deferred Compensation Table.
(f) Amounts reflect the cost of supplemental term life insurance incurred in 2006 for the Named Officers.(g) Amounts reflect the cost of supplemental disability insurance incurred in 2006 for the Named Officers.
28
(h) Amounts reflect termination-related payments paid in 2006. Mr. Malone and Ms. Davis are entitled to receive termination-related payments in future years and such payments are described under Potential Payments Upon Termination or Change-in-Control. Termination-related payments in 2006 were as follows:
|
|
Malone |
Davis |
|
Employment agreement payments ($)(i) |
6,113,794 |
1,237,553 |
|
Excise tax payments ($)(ii) |
7,449,603 |
0 |
|
Office space ($)(iii) |
320,000 |
0 |
|
Automobile transfer ($)(iv) |
78,400 |
0 |
|
Medical, life and dental insurance ($)(v) |
0 |
43,208 |
|
Accrued vacation payments ($)(vi) |
238,462 |
2,838 |
|
Total ($) |
14,200,258 |
1,283,600 |
(i) Amounts reflect termination-related payments in accordance with the respective employment agreements.
(ii) Amounts reflect reimbursement of excise tax payments associated with his termination in 2006 following the change-in-control of SouthTrust in 2004. Payments in 2006 finalize all excise tax gross-up requirements provided for in his employment agreement.(iii) Reflects reimbursement for ongoing office space, including tax gross-up, in accordance with his employment agreement.
(iv) Reflects the transfer of a Wachovia-owned automobile he used and related costs, including tax gross-up, in accordance with his employment agreement.(v) Reflects company cost associated with medical, life and dental insurance provided during her three-year compensation continuance period, in accordance with her employment agreement.
(vi) Reflects payment for accrued vacation as of the date of termination.
(6) Retired effective January 31, 2006.
(7) Served as Chief Financial Officer through February 4, 2006.(8) Retired effective May 31, 2006.
(9) In connection with his retirement and in accordance with SFAS 123R, his 2005 stock option award fully vested. Amount reflects the SFAS 123R expense recognized in 2006 associated with this award. See footnote (2) above.(10) In connection with his termination, unvested stock options and unvested shares of restricted stock were forfeited. For financial reporting purposes, Wachovia reversed $521,655 in previously recognized stock option expense and $971,173 in previously recognized restricted stock expense in 2006 associated with these forfeited stock awards.
(11) In connection with her termination and in accordance with SFAS 123R, amounts reflect the SFAS 123R expense recognized in 2006 associated with unvested stock awards.Grants of Plan-Based Awards Table
The following table sets forth for the Named Officers: (i) their name (column (a)); (ii) the grant date for equity-based awards reported in the table (column (b)(i)), and the date on which the compensation committee took actions to grant such awards (column (b)(ii)); (iii) the dollar value of the estimated possible payout upon satisfaction of the conditions in question under non-equity incentive plan awards granted in the fiscal year, denominated in threshold, target and maximum amount (columns (c)-(e)); (iv) the number of shares of stock granted in the fiscal year (column (f)); (v) the number of securities underlying options granted in the fiscal year (column (g)); (vi) the per-share exercise or base price of the options granted in the fiscal year (column (h)); and (vii) the grant date fair value of each equity award computed in accordance with SFAS 123R (column (i)).
29
GRANTS OF PLAN-BASED AWARDS
|
Name |
Grant Date |
Committee Action Date (1) |
Estimated Possible Annual Payouts Under Non-Equity Incentive Plan Awards (2) |
All Other |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant |
||
|
Threshold |
Target |
Maximum |
|||||||
|
(a) |
(b)(i) |
(b)(ii) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
|
Thompson |
2006 |
|
2,500,000 |
5,000,000 |
10,000,000 |
|
|
|
|
|
|
02/20/07 |
02/20/07 |
|
|
|
211,641 (3) |
|
N/A |
12,351,369 (8) |
|
|
02/20/07 |
02/20/07 |
|
|
|
|
211,641 (4) |
58.36 |
1,925,933 (9) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
112,140 (6) |
|
N/A |
6,285,447 (8) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
|
548,238 (7) |
56.05 |
5,520,757 (10) |
|
Wurtz |
2006 |
|
800,000 |
1,600,000 |
3,200,000 |
|
|
|
|
|
|
02/20/07 |
02/20/07 |
|
|
|
31,747 (3) |
|
N/A |
1,852,755 (8) |
|
|
02/20/07 |
02/20/07 |
|
|
|
|
31,747 (4) |
58.36 |
288,898 (9) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
19,825 (6) |
|
N/A |
1,111,191 (8) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
|
96,921 (7) |
56.05 |
975,994 (10) |
|
Jenkins |
2006 |
|
1,400,000 |
2,800,000 |
5,600,000 |
|
|
|
|
|
|
02/20/07 |
02/20/07 |
|
|
|
59,260 (3) |
|
N/A |
3,458,414 (8) |
|
|
02/20/07 |
02/20/07 |
|
|
|
|
59,260 (4) |
58.36 |
539,266 (9) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
36,846 (6) |
|
N/A |
2,065,218 (8) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
|
180,136 (7) |
56.05 |
1,813,970 (10) |
|
Cummings |
2006 |
|
1,875,000 |
3,750,000 |
7,500,000 |
|
|
|
|
|
|
02/20/07 |
02/20/07 |
|
|
|
47,972 (3) |
|
N/A |
2,799,649 (8) |
|
|
02/20/07 |
02/20/07 |
|
|
|
|
47,972 (4) |
58.36 |
436,545 (9) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
30,038 (6) |
|
N/A |
1,683,630 (8) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
|
146,850 (7) |
56.05 |
1,478,780 (10) |
|
Carroll |
2006 |
|
1,375,000 |
2,750,000 |
5,500,000 |
|
|
|
|
|
|
02/20/07 |
02/20/07 |
|
|
|
35,274 (3) |
|
N/A |
2,058,591 (8) |
|
|
02/20/07 |
02/20/07 |
|
|
|
|
35,274 (4) |
58.36 |
320,898 (9) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
22,028 (6) |
|
N/A |
1,234,669 (8) |
|
|
03/31/06 |
02/21/06 (5) |
|
|
|
|
107,690 (7) |
56.05 |
1,084,438 (10) |
|
Malone |
N/A |
|
N/A |
N/A |
N/A |
|
|
|
|
|
Kelly |
2006 |
|
1,000,000 |
2,000,000 |
4,000,000 |
|
|
|
|
|
Davis |
2006 |
|
650,000 |
1,300,000 |
2,600,000 |
|
|
|
|
See also Compensation Discussion & Analysis.
(1) In 2006, Wachovia began transitioning from an April annual stock grant date to a February annual stock grant date to coincide with the Compensation Committees annual incentive review process. The transition to a February annual stock grant date was accomplished in February 2007 with a February 20, 2007 stock grant date.
Pursuant to SEC regulations, this table includes grants of stock awards made to Named Officers in the last completed fiscal year. Stockholders should note that the stock awards dated March 31, 2006 were based on performance in fiscal year 2005. Although not required by SEC regulations, in order to more accurately inform stockholders of compensation for the Named Officers for 2006, information presented in the table includes stock awards granted in February 2007 to the Named Officers that was based on performance in fiscal year 2006.
(2) Wachovia provides performance-based annual cash incentive awards to our executive officers under the covered officer incentive component of the SIP. For 2006, funding for the SIP has been based on an assessment of Wachovias actual financial performance relative to the Compensation Committees pre-established performance goals. The maximum individual incentive award in a given year under the SIP, including the annual cash incentive award and the grant date value of restricted stock, is limited to 0.5% of Wachovias adjusted net income. Actual awards for 2006 performance are set forth in column (f) of Summary Compensation Table. See also Compensation Discussion & Analysis.
(3) Shares of restricted stock granted February 20, 2007 are contingent upon Wachovia achieving a 20% return on tangible common equity for 2007. If Wachovia attains this goal, the restricted shares will vest at a rate of 20% per year over five years from the February 20, 2007 grant date. In the event of termination due to death, retirement (as defined in the SIP), or a change in control of Wachovia, any remaining vesting restrictions will lapse.
Dividends are paid on shares of restricted stock at the same time as dividends on our other outstanding shares of common stock are paid and have been included in the value of restricted shares reported in accordance with SFAS 123R.
30
(4) Stock options granted February 20, 2007 have an exercise price equal to the February 20, 2007 grant date closing price and will vest at a rate of 20% per year over five years. These options have a term of 10 years. In the event of termination due to death, retirement (as defined in the SIP), or a change in control of Wachovia, any remaining vesting restrictions will lapse.
(5) In 2006, the Compensation Committee determined to transition Wachovias annual stock grant from April to February. At the time the Compensation Committee took action with respect to 2006 stock awards for all participants, including the Named Officers, on February 21, 2006, it made such stock award grants effective on March 31, 2006 in order to ensure that all grant and measurement date requirements, including communication of awards, were attained prior to grant in accordance with SFAS 123R. The exercise price of these 2006 stock options was the closing price of Wachovia common stock on March 31, 2006.(6) Shares of restricted stock granted March 31, 2006 were contingent upon Wachovia achieving a 20% return on tangible common equity for 2006. Wachovia met this goal and the restricted shares will vest at a rate of 20% per year over five years from the March 31, 2006 grant date. In the event of termination due to death, retirement (as defined in the SIP), or a change in control of Wachovia, any remaining vesting restrictions will lapse.
Dividends are paid on shares of restricted stock at the same time as dividends on our other outstanding shares of common stock are paid and have been included in the value of restricted shares reported in accordance with SFAS 123R.
(7) Stock options granted March 31, 2006 have an exercise price equal to the March 31, 2006 grant date closing price and will vest at a rate of 20% per year over five years. These options have a term of 10 years. In the event of termination due to death, retirement (as defined in the SIP), or a change in control of Wachovia, any remaining vesting restrictions will lapse.(8) The values shown for the shares of restricted stock reflect the SFAS 123R value over the 5-year vesting period for the shares. Dividends are paid on shares of restricted stock at the same time as dividends on our other outstanding shares of common stock and are included in the SFAS 123R valuation as reported.
(9) The values shown for the options granted February 20, 2007 reflect the SFAS 123R expense associated with these options based upon application of the Black-Scholes pricing model, estimating the fair value of stock options using the following assumptions: (i) risk-free interest rates of 4.67%; (ii) dividend yield of 3.84%; (iii) volatility of Wachovia common stock of 17.14%; and (iv) weighted average expected lives of the stock options of 7.0 years. Wachovia calculated its volatility estimate from implied volatility of actively traded options on Wachovia common stock with remaining maturities of two years. The values do not take into account risk factors such as non-transferability and limits on exercisability. In assessing the values indicated in the above table, it should be kept in mind that regardless of what theoretical value is placed on a stock option on the date of grant, the ultimate value of the option is dependent on the market value of the common stock at a future date, which will depend to a large degree on the efforts of the Named Officers to bring future success to Wachovia for the benefit of all stockholders.
(10) The values shown for the options granted March 31, 2006 reflect the SFAS 123R expense associated with these options based upon application of the Black-Scholes pricing model, estimating the fair value of stock options using the following assumptions: (i) risk-free interest rates of 4.83%; (ii) dividend yield of 3.64%; (iii) volatility of Wachovia common stock of 18.87%; and (iv) weighted average expected lives of the stock options of 7.0 years. Wachovia calculated its volatility estimate from implied volatility of actively traded options on Wachovia common stock with remaining maturities of two years. The values do not take into account risk factors such as non-transferability and limits on exercisability. In assessing the values indicated in the above table, it should be kept in mind that regardless of what theoretical value is placed on a stock option on the date of grant, the ultimate value of the option is dependent on the market value of the common stock at a future date, which will depend to a large degree on the efforts of the Named Officers to bring future success to Wachovia for the benefit of all stockholders.
31
Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth for the Named Officers: (i) their name (column (a)); (ii) on an award-by-award basis, the number of securities underlying unexercised options, including awards that have been transferred other than for value, that are exercisable (column (b)); (iii) on an award-by-award basis, the number of securities underlying unexercised options, including awards that have been transferred other than for value, that are unexercisable (column (c)); (iv) for each instrument reported in columns (b) and (c), as applicable, the exercise or base price (column (d)); (v) for each instrument reported in columns (b) and (c), as applicable, the expiration date (column (e)); (vi) the total number of shares of stock that have not vested (column (f)); and (vii) the aggregate market value of shares of stock that have not vested as of December 31, 2006 (column (g)).
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
Name |
Option Awards |
Number of |
Option Exercise |
Option |
Stock Awards |
Market Value |
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
|
Thompson |
|
|
(1) |
|
304,096(1) |
17,318,267 |
|
|
37,200 |
0 |
40.1300 |
04/15/2007 |
|
|
|
|
33,294 |
0 |
62.1250 |
04/21/2008 |
|
|
|
|
35,000 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
198,900 |
0 |
31.5625 |
01/03/2010 |
|
|
|
|
279,000 |
0 |
27.5625 |
10/17/2010 |
|
|
|
|
250,000 |
0 |
31.0625 |
01/04/2011 |
|
|
|
|
500,000 |
0 |
30.4000 |
04/17/2011 |
|
|
|
|
348,800 |
0 |
34.9200 |
07/31/2011 |
|
|
|
|
678,120 |
0 |
37.9800 |
04/16/2012 |
|
|
|
|
356,234 |
237,490 (2) |
37.4300 |
04/22/2013 |
|
|
|
|
167,619 |
251,429 (3) |
44.6500 |
04/19/2014 |
|
|
|
|
83,772 |
335,092 (4) |
50.3800 |
04/18/2015 |
|
|
|
|
0 |
548,238 (5) |
56.0500 |
03/31/2016 |
|
|
|
Wurtz |
|
|
|
|
30,270(1) |
1,723,877 |
|
|
592 |
0 |
40.1300 |
04/15/2007 |
|
|
|
|
1,609 |
0 |
62.1250 |
04/21/2008 |
|
|
|
|
1,820 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
2,408 |
0 |
40.1300 |
04/15/2007 |
|
|
|
|
3,641 |
0 |
62.1250 |
04/21/2008 |
|
|
|
|
6,580 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
13,500 |
0 |
34.9375 |
12/14/2009 |
|
|
|
|
93,000 |
0 |
34.9200 |
07/31/2011 |
|
|
|
|
36,167 |
0 |
37.9800 |
04/16/2012 |
|
|
|
|
20,509 |
13,673 (2) |
37.4300 |
04/22/2013 |
|
|
|
|
13,536 |
20,306 (3) |
44.6500 |
04/19/2014 |
|
|
|
|
6,104 |
24,418 (4) |
50.3800 |
04/18/2015 |
|
|
|
|
0 |
96,921 (5) |
56.0500 |
03/31/2016 |
|
|
|
Jenkins |
|
|
|
|
107,062(1) |
6,097,181 |
|
|
631 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
22,982 |
0 |
62.1250 |
04/21/2008 |
|
|
|
|
25,969 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
40,500 |
0 |
34.9375 |
12/14/2009 |
|
|
|
|
94,500 |
0 |
31.5625 |
01/03/2010 |
|
|
|
|
240,000 |
0 |
27.5625 |
10/17/2010 |
|
|
|
|
175,000 |
0 |
30.4000 |
04/17/2011 |
|
|
|
|
209,300 |
0 |
34.9200 |
07/31/2011 |
|
|
|
|
237,342 |
0 |
37.9800 |
04/16/2012 |
|
|
|
|
142,494 |
94,996 (2) |
37.4300 |
04/22/2013 |
|
|
|
|
62,857 |
94,286 (3) |
44.6500 |
04/19/2014 |
|
|
|
|
28,998 |
115,994 (4) |
50.3800 |
04/18/2015 |
|
|
|
|
0 |
180,136 (5) |
56.0500 |
03/31/2016 |
|
|
32
|
Name |
Option Awards |
Stock Awards |
||||
|
Number
of |
Number
of |
Option |
Option |
Market
Value |
Number
of |
|
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
|
Cummings |
|
|
|
|
69,339 (1) |
3,948,856 |
|
|
1,820 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
8,680 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
80,000 |
0 |
30.4000 |
04/17/2011 |
|
|
|
|
84,765 |
0 |
37.9800 |
04/16/2012 |
|
|
|
|
53,435 |
35,624 (2) |
37.4300 |
04/22/2013 |
|
|
|
|
24,444 |
36,668 (3) |
44.6500 |
04/19/2014 |
|
|
|
|
22,554 |
90,217 (4) |
50.3800 |
04/18/2015 |
|
|
|
|
0 |
146,850 (5) |
56.0500 |
03/31/2016 |
|
|
|
Carroll |
|
|
|
|
65,124 (1) |
3,708,812 |
|
|
2,492 |
0 |
40.1300 |
04/15/2007 |
|
|
|
|
1,609 |
0 |
62.1250 |
04/21/2008 |
|
|
|
|
1,820 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
22,708 |
0 |
40.1300 |
04/15/2007 |
|
|
|
|
21,373 |
0 |
62.1250 |
04/21/2008 |
|
|
|
|
24,780 |
0 |
54.9375 |
04/20/2009 |
|
|
|
|
36,450 |
0 |
34.9375 |
12/14/2009 |
|
|
|
|
85,050 |
0 |
31.5625 |
01/03/2010 |
|
|
|
|
240,000 |
0 |
27.5625 |
10/17/2010 |
|
|
|
|
150,000 |
0 |
30.4000 |
04/17/2011 |
|
|
|
|
178,300 |
0 |
34.9200 |
07/31/2011 |
|
|
|
|
118,671 |
0 |
37.9800 |
04/16/2012 |
|
|
|
|
89,058 |
59,373 (2) |
37.4300 |
04/22/2013 |
|
|
|
|
38,412 |
57,620 (3) |
44.6500 |
04/19/2014 |
|
|
|
|
17,721 |
70,885 (4) |
50.3800 |
04/18/2015 |
|
|
|
|
0 |
107,690 (5) |
56.0500 |
03/31/2016 |
|
|
|
|
|
|
|
|
|
|
|
Malone |
|
|
|
|
691,496 (8) |
39,380,697 |
|
|
155,307 (7) |
|
13.6200 |
01/16/2007 |
|
|
|
|
4 |
0 |
13.6300 |
01/15/2007 |
|
|
|
|
262,082 |
0 |
20.3200 |
01/27/2008 |
|
|
|
|
533,998 |
0 |
21.9100 |
02/05/2008 |
|
|
|
|
801,002 |
0 |
24.7200 |
04/15/2008 |
|
|
|
|
306,794 |
0 |
21.2400 |
01/20/2009 |
|
|
|
|
1 |
0 |
21.2500 |
01/19/2009 |
|
|
|
|
640,800 |
0 |
20.6000 |
10/20/2009 |
|
|
|
|
305,826 (7) |
|
17.6300 |
01/18/2010 |
|
|
|
|
307,057 |
0 |
22.5100 |
01/15/2011 |
|
|
|
|
311,500 |
0 |
26.9900 |
01/15/2012 |
|
|
|
|
311,499 |
0 |
29.4200 |
01/13/2013 |
|
|
|
|
311,500 |
0 |
37.7000 |
01/20/2014 |
|
|
|
|
585,824 |
0 |
50.3800 |
04/18/2015 |
|
|
|
|
|
|
|
|
|
|
|
Kelly |
0 |
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
Davis |
|
|
|
|
41,563 (1) |
2,367,013 |
|
|
47,670 |
0 |
42.9100 |
01/22/2009 |
|
|
|
|
40,000 |
0 |
44.5900 |
04/23/2009 |
|
|
|
|
96,876 |
0 |
32.0000 |
08/29/2009 |
|
|
|
|
80,000 |
0 |
25.5900 |
08/29/2009 |
|
|
|
|
120,000 |
0 |
33.6900 |
08/29/2009 |
|
|
|
|
134,607 |
0 |
37.9800 |
04/16/2012 |
|
|
|
|
85,496 |
56,998 (2) |
37.4300 |
04/22/2013 |
|
|
|
|
20,952 |
31,429 (3) |
44.6500 |
04/19/2014 |
|
|
|
|
14,502 |
21,754 (6) |
45.0200 |
06/21/2014 |
|
|
|
|
17,721 |
70,885 (4) |
50.3800 |
04/18/2015 |
|
|
(1) Shares of restricted stock will vest at a rate of 20% per year on the anniversary date of the grant. Information presented aggregates all historical grants of restricted stock awards. Dividends are paid on
33
shares of restricted stock at the same time as dividends on our other outstanding shares of common stock are paid.
(2) Non-qualified stock options vest at a rate of 20% per year with remaining vesting dates of 4/22/2007 and 4/22/2008. For Ms. Davis, options will continue to vest on the normal vesting schedule during her compensation continuance period.(3) Non-qualified stock options vest at a rate of 20% per year with remaining vesting dates of 4/19/2007, 4/19/2008 and 4/19/2009. For Ms. Davis, options will continue to vest on the normal vesting schedule during her compensation continuance period.
(4) Non-qualified stock options vest at a rate of 20% per year with remaining vesting dates of 4/18/2007, 4/18/2008, 4/18/2009 and 4/18/2010. For Ms. Davis, options will continue to vest on the normal vesting schedule during her compensation continuance period and will fully vest on May 31, 2009 when the compensation continuance period ends.(5) Non-qualified stock options vest at a rate of 20% per year with remaining vesting dates of 3/31/2007, 3/31/2008, 3/31/2009, 3/31/2010 and 3/31/2011.
(6) Non-qualified stock options vest at a rate of 20% per year with remaining vesting dates of 6/21/2007, 6/21/2008 and 6/21/2009. For Ms. Davis, options will continue to vest on the normal vesting schedule during her compensation continuance period and will fully vest on May 31, 2009 when the compensation continuance period ends.(7) These vested stock options have been gifted to family members.
(8) In 1998, SouthTrust entered into the Wallace D. Malone, Jr. Nonqualified Deferred Compensation Plan and Agreement, and amounts represent restricted stock units granted under that agreement. Upon payout on January 15, 2007, these restricted stock units were converted into shares of Wachovia common stock pursuant to the terms of such agreement, and had a market value of approximately $39.4 million at the time of payout.
34
Option Exercises and Stock Vested Table
The following table sets forth for the Named Officers with respect to fiscal year 2006: (i) their name (column (a)); (ii) the number of securities for which the options were exercised (column (b)); (iii) the aggregate dollar value realized upon exercise of options, or upon the transfer of an award for value (column (c)): (iv) the number of shares of stock that have vested (column (d)); and (v) the aggregate dollar value realized upon vesting of stock, or upon the transfer of an award for value (column (e)).
OPTION EXERCISES AND STOCK VESTED
|
Name |
Option Awards |
Stock Awards |
||
|
Number |
Value |
Number |
Value |
|
|
(a) |
(b) |
(c) |
(d) |
(e) |
|
Thompson |
30,800 |
833,140 |
62,042 |
3,496,580 |
|
Wurtz |
31,500 |
768,206 |
18,346 |
1,044,173 |
|
Jenkins |
25,200 |
409,336 |
23,032 |
1,298,283 |
|
Cummings |
0 |
0 |
11,909 |
670,694 |
|
Carroll |
18,450 |
475,088 |
14,169 |
798,714 |
|
Malone (5) |
37,647 |
1,483,401 |
0 |
0 |
|
Kelly |
623,279 |
12,449,730 |
0 |
0 |
|
Davis |
57,454 |
1,189,424 |
13,603 |
760,457 |
(1) Share amounts represent the total number of stock options exercised and have not been adjusted to reflect shares sold to cover the exercise cost of the aggregate stock options exercised or the payment of applicable taxes.
(2) Values represent the difference between the stock option exercise price and the market value of Wachovia common stock on the date of exercise, rounded to the nearest dollar.(3) Share amounts are represented on a pre-tax basis. Our SIP permits withholding a number of shares upon vesting to pay applicable income taxes.
(4) Values represent the market value of Wachovia common stock on the vesting date, rounded to the nearest dollar.(5) Amounts do not include the 2006 exercise of 267,331 non-qualified stock options that were gifted to family members in previous years. Upon exercise of these options, $11,737,196 in value was realized.
35
The following table sets forth for the Named Officers: (i) their name (column (a)); (ii) the name of the plan (column (b)); (iii) the number of years of service credited under the plan, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Wachovias audited financial statements for the last completed fiscal year (column (c)); (iv) the actuarial present value of the accumulated benefit under the plan, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to Wachovias audited financial statements for the last completed fiscal year (column (d)); and (v) the dollar amount of any payments and benefits paid during Wachovias last completed fiscal year (column (e)).
PENSION BENEFITS
|
Name |
Plan Name |