UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Citrix Systems, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Dear Shareholder: | April 20, 2018 |
You are cordially invited to attend the 2018 Annual Meeting of Shareholders of Citrix Systems, Inc. to be held on Wednesday, June 6, 2018 at 4:00 p.m. Eastern time, at our offices at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, United States.
At the 2018 Annual Meeting, the agenda includes: (1) the election of eight directors for one-year terms; (2) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018; and (3) an advisory vote to approve the compensation of our Named Executive Officers. The Board of Directors unanimously recommends that you vote FOR the election of the director nominees and FOR each of the other matters.
All shareholders are cordially invited to attend the 2018 Annual Meeting in person. We are providing proxy material access to our shareholders via the Internet. Accordingly, you can access proxy materials and vote at www.proxyvote.com. Details regarding the matters to be acted upon at this 2018 Annual Meeting are described in the Notice of Internet Availability of Proxy Materials you received in the mail. Please give the proxy materials your careful attention.
You may vote via the Internet or by telephone by following the instructions on your Notice of Internet Availability and on that website. In order to vote via the Internet or by telephone, you must have the shareholder identification number which is provided in your Notice. If you have requested a proxy card by mail, you may vote by signing, voting and returning that proxy card in the envelope provided. If you attend the 2018 Annual Meeting, you may vote in person even if you have previously returned your proxy card or have voted via the Internet or by telephone. Please review the instructions for each voting option described in the Notice and in this Proxy Statement. Your prompt cooperation will be greatly appreciated.
Very truly yours,
ANTONIO G. GOMES
Senior Vice President, General
Counsel and Secretary
CITRIX SYSTEMS, INC. | 2018 PROXY STATEMENT |
CITRIX SYSTEMS, INC.
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
To Be Held at 4:00 p.m. Eastern Time on Wednesday, June 6, 2018
To the Shareholders of Citrix Systems, Inc.:
The 2018 Annual Meeting of Shareholders of Citrix Systems, Inc., a Delaware corporation, will be held on Wednesday, June 6, 2018, at 4:00 p.m. Eastern time, at our offices at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, United States for the following purposes:
1. | to elect eight members to the Board of Directors, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal; |
2. | to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018; |
3. | to hold an advisory vote on the compensation of our Named Executive Officers; and |
4. | to transact such other business as may properly come before the 2018 Annual Meeting or any adjournments or postponements thereof. |
The proposal for the election of directors relates solely to the election of eight directors nominated by our Board of Directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any shareholder.
Only shareholders of record at the close of business on April 9, 2018 are entitled to notice of and to vote at the 2018 Annual Meeting and at any adjournment or postponement thereof.
All shareholders are cordially invited to attend the 2018 Annual Meeting in person. To assure your representation at the 2018 Annual Meeting, we urge you to vote via the Internet at www.proxyvote.com or by telephone by following the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail and which instructions are also provided on that website, or, if you have requested a proxy card by mail, by signing, voting and returning your proxy card to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in your Notice of Internet Availability and in this Proxy Statement. If you attend the 2018 Annual Meeting, you may vote in person even if you have previously returned your proxy card or have voted via the Internet or by telephone.
In addition to their availability at www.proxyvote.com, this Proxy Statement and our Annual Report to Shareholders are available for viewing, printing and downloading at investors.citrix.com/annual-reports.
By Order of the Board of Directors, | ||
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ANTONIO G. GOMES Senior Vice President, General Counsel and Secretary |
Fort Lauderdale, Florida
April 20, 2018
WHETHER OR NOT YOU PLAN TO ATTEND THE 2018 ANNUAL MEETING, PLEASE PROMPTLY COMPLETE YOUR PROXY AS INDICATED ABOVE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. PLEASE REVIEW THE INSTRUCTIONS FOR EACH OF YOUR VOTING OPTIONS DESCRIBED IN THIS PROXY STATEMENT AND THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL.
CITRIX SYSTEMS, INC.
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
PROXY STATEMENT
For the 2018 Annual Meeting of Shareholders
To Be Held on June 6, 2018
April 20, 2018
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Citrix Systems, Inc., a Delaware corporation, for use at the 2018 Annual Meeting of Shareholders to be held on Wednesday, June 6, 2018 at 4:00 p.m. Eastern time, at our offices at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, United States, or at any adjournments or postponements thereof. An Annual Report to Shareholders, containing financial statements for the year ended December 31, 2017, and this Proxy Statement are being made available to all shareholders entitled to vote at the 2018 Annual Meeting. This Proxy Statement and the form of proxy were first made available to shareholders on or about April 20, 2018.
The purposes of the 2018 Annual Meeting are to:
| elect eight directors for one-year terms; |
| ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018; |
| hold an advisory vote to approve the compensation of our Named Executive Officers; and |
| to transact such other business as may properly come before the 2018 Annual Meeting or any adjournments or postponements thereof. |
Only shareholders of record at the close of business on April 9, 2018, which we refer to as the record date, will be entitled to receive notice of and to vote at the 2018 Annual Meeting. As of that date, 137,172,787 shares of our common stock, $0.001 par value per share, were issued and outstanding. Shareholders are entitled to one vote per share on any proposal presented at the 2018 Annual Meeting. You may vote via the Internet at www.proxyvote.com or by telephone at 1-800-690-6903 by following the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail and which are also provided on that website; or, if you have requested a proxy card by mail, by signing, voting and returning your proxy card. If you attend the 2018 Annual Meeting, you may vote in person even if you have previously voted by phone or via the Internet or returned a proxy card by mail.
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by:
(a) | filing with our Secretary, before the taking of the vote at the 2018 Annual Meeting, a written notice of revocation bearing a later date than the proxy; |
(b) | properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; |
(c) | duly completing a later-dated proxy relating to the same shares and delivering it to our Secretary before the taking of the vote at the 2018 Annual Meeting; or |
(d) | attending the 2018 Annual Meeting and voting in person (although attendance at the 2018 Annual Meeting will not in and of itself constitute a revocation of a proxy). |
Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our principal executive offices at Citrix Systems, Inc., 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, Attention: Secretary, before the taking of the vote at the 2018 Annual Meeting.
2018 Proxy Statement | 1 |
The representation in person or by proxy of at least a majority of the outstanding shares of our common stock entitled to vote at the 2018 Annual Meeting is necessary to constitute a quorum for the transaction of business. Abstentions and broker non-votes (discussed below) are counted as present or represented for purposes of determining the presence or absence of a quorum for the 2018 Annual Meeting. When a quorum is present at any meeting of shareholders, the holders of a majority of the stock present or represented and voting on a matter shall decide any matter to be voted upon by the shareholders at such meeting, except when a different vote is required by express provision of law, our amended and restated certificate of incorporation (as amended and currently in effect, our Certificate of Incorporation) or our amended and restated bylaws (as currently in effect, our Bylaws).
For Proposal 1 (the election of eight directors), each nominee shall be elected as a director if the votes cast for such nominees election exceed the votes cast against such nominees election. Any director who fails to receive the required number of votes for his or her re-election is required to submit his resignation to the Board of Directors. Our Nominating and Corporate Governance Committee (excluding any director nominee who failed to receive the required number of votes) will promptly consider any such directors resignation and make a recommendation to the Board of Directors as to whether such resignation should be accepted. The Board of Directors is required to act on the Nominating and Corporate Governance Committees recommendation within 90 days of the certification of the shareholder vote for the 2018 Annual Meeting.
For each of Proposal 2 (the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018), and Proposal 3 (the advisory vote to approve the compensation of our Named Executive Officers), an affirmative vote of a majority of the shares present, in person or represented by proxy, and voting on such matter is required for approval.
Broadridge Financial Solutions will tabulate the votes at the 2018 Annual Meeting. The vote on each matter submitted to shareholders will be tabulated separately.
Broker non-votes are shares held by a nominee (such as a bank or brokerage firm) which, although counted for purposes of determining a quorum, are not voted on a particular matter because voting instructions have not been received from the nominees clients (who are the beneficial owners of such shares). Under national securities exchange rules, nominees who hold shares of common stock in street name for, and have transmitted our proxy solicitation materials to, their customers but do not receive voting instructions from such customers, are not permitted to vote such customers shares on non-routine matters. Proposal 2 is considered a routine matter and nominees therefore have discretionary voting power as to Proposal 2. For non-routine matters, these broker non-votes shall not be counted as votes cast and therefore will have no effect on Proposals 1 and 3. Similarly, abstentions are not counted as votes cast and thus will have no effect on any proposal.
The persons named as attorneys-in-fact in the proxies, David J. Henshall and Andrew H. Del Matto, were selected by the Board of Directors and are officers of Citrix. All properly executed proxies submitted in time to be counted at the 2018 Annual Meeting will be voted by such persons at the 2018 Annual Meeting. Where a choice has been specified on the proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications. If no such specifications are indicated, such proxies will be voted FOR Proposal 1 (the election of each of the director nominees), FOR Proposal 2 (the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018), and FOR Proposal 3 (the advisory vote to approve the compensation of our Named Executive Officers).
Aside from the proposals included in this Proxy Statement, our Board of Directors knows of no other matters to be presented at the 2018 Annual Meeting. If any other matter should be presented at the 2018 Annual Meeting upon which a vote may properly be taken, shares represented by all proxies received by the Board of Directors will be voted with respect to such matter in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.
No dissenters rights are available under the General Corporation Law of the State of Delaware, our Certificate of Incorporation or our Bylaws to any shareholder with respect to any of the matters proposed to be voted on at the Annual Meeting.
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This summary should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017 and the entire Proxy Statement.
Continued Transformation Acceleration to the Cloud
Our mission is to power a world where people, organizations and things are securely connected and accessible to make the extraordinary possible. We help customers reimagine the future of work by providing a comprehensive secure digital workspace that unifies the apps, data and services people need to be productive, and simplifies ITs ability to adopt and manage complex cloud environments.
To further our mission, we are focused on three strategic initiatives. First, we are accelerating our transformation to build cloud services across our entire portfolio to speed up the delivery of our innovation and simplify customer adoption. Second, we are unifying our sector-leading product technologies into a Secure Digital Workspace, both on premise and in the cloud, to create a better end-user experience and simplified control for IT. Finally, we are expanding into new areas to help our customers meet the demands of the future, while driving incremental growth opportunities for Citrix in areas such as security, analytics and the secure digital perimeter. We believe that these strategic initiatives will position Citrix for even greater success in the years ahead, driving greater value for our customers and shareholders.
We took critical steps during 2017 to accelerate our business transformation and further our strategic initiatives. In January 2017, we completed the separation of our GoTo business and its subsequent merger with LogMeIn, Inc., which resulted in a tax efficient distribution of LogMeIn shares to our shareholders valued at approximately $2.9 billion upon the closing of the transaction. Also during 2017, we further streamlined our product portfolio, reorganizing our product business units into functional engineering and product teams, recruiting talented engineering and product leaders with significant cloud experience, and setting a new product strategy focused on security and analytics, all while driving greater innovation and operating efficiency improvements in delivering the integrated solutions that our customers need.
2018 Proxy Statement | 3 |
In October 2017, we reiterated our commitment to accelerate our transformation to a cloud-based subscription business and outlined our multi-year business initiatives:
| Moving to a subscription business model, exiting 2020 with at least 40% of total revenue coming from subscriptions |
| More than 60% of our new bookings coming from Citrix Cloud subscriptions in 3 years |
| A balanced and efficient financial model with revenue growth of more than 4%, trending upward, and adjusted operating margins of at least 33% |
| Return about $2 billion of capital to our shareholders by the end of fiscal year 2018 |
Chief Executive Officer Transition and Role of our Executive Chairman
We made important progress under the leadership of our former President and Chief Executive Officer, Kirill Tatarinov, who helped position us for the next phase of our transformation. By the middle of 2017, our Board of Directors recognized the importance and opportunity to accelerate our transformation to a cloud-based subscription business with a commitment to operational efficiency and value creation. In July 2017, the Board of Directors and Mr. Tatarinov reached a mutual separation decision. Mr. Tatarinov did not receive any benefits beyond those provided under his existing employment agreement with the company, and as a result, Mr. Tatarinov forfeited his 2017 executive variable cash compensation award, which could have resulted in a payout of up to $2,500,000, 16,842 service-based restricted stock units, and up to 358,574 performance-based restricted stock units as a result of the pro-rating of his outstanding performance-based restricted stock units. See Potential Payments upon Termination or Change in Control Former President and Chief Executive Officer beginning on page 74 for a discussion of Mr. Tatarinovs separation benefits.
In July 2017, the Board of Directors determined that David J. Henshall, who was serving as our Executive Vice President, Chief Operating Officer and Chief Financial Officer, with almost fifteen years of deep operational experience at Citrix, was the right leader to drive our strategy and accelerate our transformation and appointed him as President and Chief Executive Officer and a member of the Board of Directors.
Mr. Calderoni continues in the role of Executive Chairman to ensure continuity of leadership as we continue our transformation. Mr. Calderonis experience leading a software company through a transition of its legacy business to a cloud-based subscription business gives him the operational skills, experience and judgment necessary to oversee the execution of our strategic plan and to help drive our transition to the cloud.
While the roles of President and Chief Executive Officer and Executive Chairman continue to have distinct responsibilities, as planned by our Board of Directors, Mr. Calderoni will continue as Executive Chairman through the end of 2018 and then is expected to serve as a non-employee director thereafter.
See Individual Executive Compensation Decisions beginning on page 57 for a discussion of Messrs. Calderonis, Henshalls and Tatarinovs compensation arrangements.
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The following timeline summarizes our business transformation and CEO transition during 2017:
2017 Business Highlights
Our transformational efforts led to the following performance in 2017 (from continuing operations):
| 3% increase in annual revenue to $2.82 billion compared to 2016, including a record number of deals over one million dollars |
| Software as a service revenue increased 31% compared to 2016 |
| Mix of subscription bookings as a percent of total product bookings grew to 27%, compared to 14% in 2016 |
| $1.86 billion in deferred revenue, an 11% increase from the prior year |
| Increased cash flow to $964 million |
The charts below show our revenue, earnings per share and operating cash flow for each of the last three fiscal years, calculated in accordance with generally accepted accounting principles in the United States, or GAAP.
(1) | Decrease in earnings per share was primarily due to an increase in tax expense as a result of $429 million (or $2.76 per diluted share) in charges related to the estimated impact from the enactment of the U.S. Tax Cuts and Jobs Act that was signed on December 22, 2017. The impacts of the U.S. Tax Cuts and Jobs Act may differ from this estimate, and the estimated charges may accordingly be adjusted over the course of 2018. |
2018 Proxy Statement | 5 |
Our total cash returned to shareholders for the past four years has been strong. During 2017, we repurchased 15.5 million shares of our common stock at an average price of $81 per share.
As illustrated in the graph below, our total shareholder return, or TSR, over the five-year period ended on December 31, 2017 was approximately 69%.
For the purpose of this graph, the distribution of LogMeIn common stock to our shareholders in connection with the separation of our GoTo business and subsequent merger with LogMeIn is treated as a non-taxable cash dividend of $18.59 (equal to the opening price of LogMeIn common stock on February 1, 2017 multiplied by .1718 of a share of LogMeIn common stock). Such amount was deemed reinvested in Citrix common stock at the closing price on February 1, 2017 using the daily dividend reinvestment methodology. Other financial data providers may use different methodologies to adjust for the GoTo separation, which may produce different results.
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Executive Compensation Highlights
Concept
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Implementation
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Link executive annual target compensation directly with company performance |
To provide direct alignment with returns to shareholders and incentives to drive long-term success, target compensation(1) for our Named Executive Officers(2) was: 54%, on average, performance-based(3) 91%, on average, at risk(4) | |
Payout opportunity levels for our executive variable cash compensation plan should motivate performance that meets or exceeds our financial plan objectives while mitigating undue exposure to under-performance of these objectives | In 2017, each executive officers variable cash compensation plan award was based 100% on the achievement of objective financial operating targets consistent with our corporate operating plan
Based on 2017 company performance, variable cash compensation plan awards for 2017 paid 80.77% of the target amount
Over the past nine years, our variable cash compensation plan awards have paid out between 58.8% and 160.9% and paid above 100% less than half of the time | |
Our shareholders seek long-term total shareholder return and our executives should share that goal | At least 50% of annual equity awards to executive officers are awarded as performance-based RSUs; and for 2017, these annual awards vest based on a relative total shareholder return metric(5) | |
Our compensation program should be tailored to the specific challenges facing the company and the companys strategic initiatives at any given time | Each year, our variable cash compensation plan and performance-based equity awards granted to executive officers are designed to fit our strategic and operational initiatives and reflect feedback we receive from our shareholders |
(1) | Includes 2017 base salary and target variable cash compensation, both in effect at the end of 2017, and the grant date fair value of equity compensation granted in 2017 (other than the performance-based awards granted in August 2017 for retention purposes as described herein, which are valued based on the closing price of our common stock on the last business day of fiscal 2017). |
(2) | Excludes our Executive Chairman and Mark J. Ferrer, our Executive Vice President and Chief Revenue Officer, who joined Citrix in October 2017. |
(3) | Performance-based compensation includes target variable cash compensation and performance-based RSUs granted in 2017. |
(4) | At risk compensation includes target variable cash compensation and equity compensation granted in 2017. |
(5) | Excludes performance-based awards granted in August 2017 for retention purposes. |
See Individual Executive Compensation Decisions beginning on page 57 for further details regarding our Named Executive Officers compensation.
Governance Highlights
The following summary of our governance policies and facts highlights our commitment to governance practices that protect shareholder rights:
✓ |
Proxy Access | ✓ |
Long-standing commitment to corporate responsibility | |||
✓ |
Eliminated classified Board of Directors |
✓ |
Stock ownership guidelines for executive officers and directors | |||
✓ |
Majority voting for director elections | ✓ |
Policies prohibiting hedging, short selling and pledging of our common stock | |||
✓ |
Lead independent director | ✓ |
Commitment to evolving and diversifying our Board of Directors | |||
✓ |
Active shareholder engagement | ✓ |
Independent directors regularly meet without management present | |||
✓ |
Annual Board self-assessment process | ✓ |
Board oversight of risk management | |||
✓ |
Executive compensation recovery policy | ✓ |
Annual say-on-pay vote |
2018 Proxy Statement | 7 |
Shareholder Engagement
Our Board of Directors welcomes the views and insights of our shareholders and conducts an annual outreach effort to connect with our larger shareholders in order to ensure open lines of communication. Further, our executives regularly engage with shareholders to better understand their perspective on a wide range of strategy, business and governance issues.
In 2017, we reached out to our largest shareholders and proxy advisory firms to understand their perspectives and discuss our governance and executive compensation policies. As a result, we held meetings in early 2018 with institutional shareholders and proxy advisory firms representing over 31% of Citrixs outstanding common stock, including our shareholders that we believe follow or are heavily influenced by the proxy advisory firms. These shareholder meetings covered a wide range of topics, including corporate governance practices such as proxy access, board composition and diversity, employee diversity and inclusion programs, sustainability, succession planning, CEO compensation and our executive compensation program, including our long-term equity incentive program and shareholder expectations regarding pay ratio disclosure, and other matters of shareholder interest. Nanci E. Caldwell, the Chairperson of our Compensation Committee and a member of our Nominating and Corporate Governance Committee, participated in each meeting along with senior executives of the company.
Members of the leadership team, the Chairperson of our Compensation Committee, and other members of our Board of Directors who participate in shareholder engagement meetings regularly share shareholder feedback with relevant Board committees and the full Board of Directors. In general, feedback from our shareholders regarding our compensation programs and corporate governance practices is positive. The Board of Directors carefully considers the feedback from shareholders and has implemented their feedback into our executive compensation and corporate governance practices, including:
| increasing our focus on our diversity and inclusion initiatives, including diversity of our Board of Directors; |
| adopting proxy access (as described under the heading Proxy Access below); and |
| implementing an operational performance metric for our 2018 annual performance-based equity awards. |
We believe it is important to continue to engage with our shareholders on a regular basis to understand their perspectives and to give them a voice in shaping our governance and executive compensation policies and practices.
Proxy Access
During our discussions with shareholders regarding proxy access, we received the following feedback:
| shareholders generally support proxy access and encouraged us to adopt it; |
| shareholders had slightly differing opinions regarding the specific terms under which proxy access should be adopted, but shareholders generally recommended that we review and follow proxy access bylaws recently adopted by other public companies; and |
| shareholders recommended against adopting a proxy access bylaw that incorporated unnecessarily burdensome procedural hurdles or other restrictions. |
Following this feedback, our Board of Directors amended our Bylaws in March 2018 to implement proxy access. As amended, our Bylaws permit a shareholder, or a group of up to twenty shareholders, owning three percent or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to two individuals, or 20% of the Board of Directors, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.
Our Nominating and Corporative Governance Committee, in recommending to the Board of Directors the adoption of bylaws that implement proxy access, considered a number of factors including:
| market trends; |
| peer company data; |
| Citrixs governance profile; |
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| feedback from shareholders; |
| pros and cons of adopting proxy access; |
| the voting policies of proxy advisory firms; |
| consultation with outside advisors; and |
| alternative construction of proxy access bylaw provisions. |
Our Board of Directors
The following table provides summary information about each director nominee and the standing committees on which they will serve effective immediately following our 2018 Annual Meeting. Each director will be elected for a one-year term. As part of our regular Board evolution, as announced in April 2018, Godfrey R. Sullivan and Graham V. Smith will not be standing for re-election at the 2018 Annual Meeting. Mr. Sullivan and Mr. Smith each advised the company that the decision to not stand for re-election did not involve any disagreement with the company. Our Nominating and Corporate Governance Committee is actively conducting a director search. Following the appointment of a new director, our Committees will be reconstituted to reflect the new board composition.
(1) | Currently, Mr. Sullivan serves as the Chairman of our Nominating and Corporate Governance Committee. Mr. Sullivan is not standing for re-election at the 2018 Annual Meeting. |
(2) | Currently, Graham V. Smith and Godfrey R. Sullivan serve as members of our Compensation Committee. Mr. Smith and Mr. Sullivan are not standing for re-election at the 2018 Annual Meeting. |
2018 Proxy Statement | 9 |
Messrs. Sullivan and Smith, who are not standing for re-election at the 2018 Annual Meeting, are included in the diagrams above.
Voting Matters
The proposals to be considered at the 2018 Annual Meeting are as follows:
Board recommendation |
See page number for more detail | |||||
PROPOSAL 1 |
Election of Directors | FOR each Nominee |
87 | |||
PROPOSAL 2 |
Ratification of Appointment of Independent Registered Public Accounting Firm for 2018 | FOR | 88 | |||
PROPOSAL 3 |
Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay) | FOR | 89 |
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2018 Proxy Statement | 13 |
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2018 Proxy Statement | 15 |
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2018 Proxy Statement | 17 |
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2018 Proxy Statement | 19 |
The following table sets forth our current directors, who are being nominated for re-election at the 2018 Annual Meeting. In April 2018, we announced that Messrs. Graham V. Smith and Godfrey R. Sullivan would not be standing for re-election at the 2018 Annual Meeting. Mr. Sullivan and Mr. Smith each advised the company that the decision not to stand for re-election did not involve any disagreement with the company. All remaining directors are nominated for re-election to one-year terms at the 2018 Annual Meeting.
The biographical description below for each director nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by our Board of Directors that such person should serve as a director of Citrix.
Name | Position(s) with Citrix | |||
Robert M. Calderoni | Executive Chairman and Director | |||
Nanci E. Caldwell | Lead Independent Director | |||
Jesse A. Cohn | Director | |||
Robert D. Daleo | Director | |||
Murray J. Demo | Director | |||
Ajei S. Gopal | Director | |||
David J. Henshall | Director, President and Chief Executive Officer | |||
Peter J. Sacripanti | Director |
Director Nominees
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Robert M. Calderoni | |
Executive Chairman of Citrix; Former Chairman and Chief Executive Officer of Ariba, Sunnyvale, CA (Software solutions provider for suppliers and procurement) | ||
Age: 58 | ||
Director Since: June 2014 | ||
Executive Chairman Since: July 2015 |
Other Boards: Since 2003, Mr. Calderoni has served on the Board of Directors of Juniper Networks, Inc., a publicly-traded networking company; since 2007, he has served on the Board of Directors of KLA-Tencor, a publicly-traded semiconductor equipment company; and since January 2017, he has served on the Board of Directors of LogMeIn, Inc., a publicly-traded remote access and remote software company.
Key Director Qualifications: Mr. Calderoni served as Chairman and Chief Executive Officer of Ariba, Inc., a cloud applications and business network company, from October 2001 until it was acquired by SAP, a publicly-traded software and IT services company, in October 2012, and then continued as Chief Executive Officer of Ariba following the acquisition until January 2014. Mr. Calderoni also served as a member of the global managing board at SAP AG between November 2012 and January 2014 and as President SAP Cloud at SAP AG from June 2013 to January 2014. Mr. Calderoni has also held senior finance roles at Apple and IBM and served as Chief Financial Officer of Avery Dennison Corporation, a publicly-traded packaging and labelling solutions company. From October 2015 to January 2016, Mr. Calderoni served as
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the Interim Chief Executive Officer and President of Citrix. Mr. Calderoni was named Executive Chairman of Citrix in July 2015. The Board believes Mr. Calderonis qualifications to sit on our Board of Directors include his extensive leadership and business development experience as the leader of a publicly-traded software-as-a-service company and his deep financial, accounting, corporate finance and operations expertise, including business transition situations, gleaned through his experience in managing large-scale global enterprises.
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Nanci E. Caldwell | |
Lead Independent Director of Citrix; former Executive Vice President and Chief Marketing Officer of PeopleSoft, Pleasanton, California (Human resources management software company) | ||
Age: 60 | ||
Director Since: July 2008 | ||
Committees: Currently Compensation (Chair), Nominating and Corporate Governance. Immediately following our 2018 Annual Meeting, Ms. Caldwell will continue to serve as a member of the Compensation Committee and will chair the Nominating and Corporate Governance Committee. | ||
Other Boards: Since December 2015, Ms. Caldwell has served on the Board of Directors of Equinix, Inc., a publicly-traded IT data center company, as well as the Board of Directors of Canadian Imperial Bank of Commerce, a publicly-traded financial institution. Since November 2016, Ms. Caldwell has served on the Board of Directors of Donnelley Financial Solutions, Inc., a publicly-traded financial communications and data services company, and since February 2017, Ms. Caldwell has served on the Board of Directors of Talend SA, a publicly-traded data integration company.
Key Director Qualifications: Since 2005, Ms. Caldwell has served as a member of a number of Boards of both public and private technology companies, including Deltek, Inc., a publicly-traded enterprise management software company from 2005 to 2012; Network General, now NetScout Inc., a publicly-traded provider of integrated network performance management solutions from 2005 to 2007; and Hyperion Solutions Corporation, a publicly-traded provider of performance management software acquired by Oracle in 2007, from 2006 to 2007. From April 2001 until it was acquired by Oracle in December 2004, Ms. Caldwell served as Executive Vice President and Chief Marketing Officer for PeopleSoft, Inc., a publicly-held human resource management software company. In addition, from June 2009 to December 2014, Ms. Caldwell served as a member of the Board of Tibco Software Inc., a publicly-traded business integration and process management software company. The Board believes Ms. Caldwells qualifications to sit on our Board of Directors include her extensive experience with technology and software companies, including in the areas of sales and marketing, as well as her executive leadership and management expertise with publicly-traded companies.
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Jesse A. Cohn | |
Partner and Head of U.S. Equity Activism, Elliott Management Corporation, New York, NY (Hedge fund manager) | ||
Age: 37 | ||
Director Since: July 2015 | ||
Committees: Nominating and Corporate Governance | ||
Other Boards: Since January 2017, Mr. Cohn has served on the Board of Directors of LogMeIn, Inc., a publicly-traded remote access and remote software company.
Key Director Qualifications: Mr. Cohn is a partner and head of U.S. equity activism at Elliott Management Corporation, a $32 billion investment firm. Mr. Cohn joined Elliott in 2004 and manages both public and private investments for the firm. Mr. Cohn also serves on the Board of Directors of several private companies. Mr. Cohn initially joined the Board in connection with our entry into a cooperation agreement with affiliates of Mr. Cohns employer, Elliott Management. The
2018 Proxy Statement | 21 |
Board believes Mr. Cohns qualifications to sit on our Board of Directors include the breadth of his knowledge of technology/software companies, including his service on the boards of directors of MSC Software, E2Open, SonicWall, Quest Software and Ark Continuity.
|
Robert D. Daleo | |
Retired Vice Chairman of Thomson Reuters, New York, NY (Integrated information solutions provider) | ||
Age: 68 | ||
Director Since: May 2013 | ||
Committees: Audit (Chair), Finance (Chair) | ||
Other Boards: Since August 2006, Mr. Daleo has served on the Board of Directors of Equifax Inc., a publicly-traded global provider of information solutions and human resources business process outsourcing services.
Key Director Qualifications: Prior to his retirement in December 2012, Mr. Daleo served as Vice Chairman of Thomson Reuters, a publicly-traded global provider of integrated information solutions to business and professional customers. Mr. Daleo previously served as Executive Vice President and Chief Financial Officer of Thomson Reuters or its predecessors from 1998 through 2011, and was a member of The Thomson Corporation Board from 2001 to April 2008. Prior to joining The Thomson Corporation, he held various financial and operational leadership positions with The McGraw-Hill Companies, Inc., a publicly-traded content and analytics provider, and Automatic Data Processing, Inc., a publicly-traded provider of business outsourcing solutions. The Board believes Mr. Daleos qualifications to sit on our Board of Directors include his experience in managing a large-scale global enterprise, extensive financial accounting, corporate finance, operations and business development expertise through his experience as Chief Financial Officer of a large multinational company, as well as his board-level experience with Thomson Reuters and Equifax.
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Murray J. Demo | |
Executive Vice President and Chief Financial Officer, Rubrik, Inc., Palo Alto, CA (Cloud data management company) | ||
Age: 56 | ||
Director Since: February 2005 | ||
Committees: Audit, Finance
| ||
Key Director Qualifications: Mr. Demo currently serves as Executive Vice President and Chief Financial Officer of Rubrik, Inc., a privately-held cloud data management company. From October 2015 to January 2018, Mr. Demo served as Chief Financial Officer of Atlassian Corporation, a publicly-traded enterprise software company. Previously, Mr. Demo served as Executive Vice President and Chief Financial Officer of Dolby Laboratories, a publicly-traded global leader in entertainment technologies, from May 2009 until June 2012. Mr. Demo has also served as Executive Vice President and Chief Financial Officer of LiveOps, a privately-held virtual call center company, and as Executive Vice President and Chief Financial Officer of Postini, Inc., a security software company, which was acquired by Google in September 2007. Mr. Demo also held various executive-level finance roles at Adobe Systems, including Executive Vice President and Chief Financial Officer. Mr. Demo previously served on the Board of Xoom Corporation, a formerly publicly-traded global online money transfer provider that was acquired by PayPal in November 2015, from May 2012 to November 2015; and from December 2011 to December 2015, Mr. Demo served on the Board of Directors of Atlassian Corporation. The Board believes Mr. Demos qualifications to sit on our Board of Directors include his extensive experience with finance and accounting matters for global organizations in the technology industry, including the experience that he has gained in his roles as Chief Financial Officer of publicly-traded companies.
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Ajei S. Gopal | |
President and Chief Executive Officer, ANSYS, Inc., Canonsburg, PA (Engineering simulation software provider) | ||
Age: 56 | ||
Director Since: September 2017 | ||
Committees: Compensation | ||
Other Boards: Since February 2011, Dr. Gopal has served on the Board of Directors of ANSYS, Inc., a publicly-traded provider of engineering simulation software.
Key Director Qualifications: Since January 2017, Dr. Gopal has served as President and Chief Executive Officer of ANSYS, Inc., a publicly-traded provider of engineering simulation software. Dr. Gopal served as President and Chief Operating Officer of ANSYS from August 2016 through December 2016. Prior to joining ANSYS, Dr. Gopal served as an Operating Partner at Silver Lake Partners, a technology investment equity firm, from April 2013 to August 2016, including a secondment to serve as Interim President and Chief Operating Officer of Symantec Corporation from April 2016 to August 2016. Dr. Gopal has also served as Senior Vice President at Hewlett-Packard Company, a publicly-traded hardware, software and IT services company, from May 2011 to April 2013. Dr. Gopal has also served as Executive Vice President at CA Technologies, a publicly-traded business software company, from July 2006 to May 2011 and as Executive Vice President and Chief Technology Officer at Symantec Corporation, a publicly-traded cybersecurity software and services organization, from September 2004 to July 2006. The Board believes Dr. Gopals qualifications to sit on our Board of Directors include his experience in global operations, business growth strategies and investment discipline, as well as product development and innovation in large software and technology companies.
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David J. Henshall | |
President and Chief Executive Officer, Citrix Systems, Inc. | ||
Age: 49 | ||
Director Since: July 2017
| ||
Other Boards: Since July 2015, Mr. Henshall has served on the Board of Directors of Everbridge, Inc., a publicly-traded global provider of SaaS-based critical communications and enterprise safety solutions and since January 2017, Mr. Henshall has served on the Board of Directors of LogMeIn, Inc., a publicly-traded remote access and remote software company.
Key Director Qualifications: Mr. Henshall has served as our President and Chief Executive Officer and as a member of our Board of Directors since July 2017. Mr. Henshall served as our Executive Vice President and Chief Financial Officer beginning in September 2011 and as our Chief Operating Officer beginning in February 2014. Mr. Henshall was appointed Acting Chief Executive Officer and President from October 2013 to February 2014. From January 2006 to September 2011, Mr. Henshall served as our Senior Vice President and Chief Financial Officer, and from April 2003 to January 2006, he served as our Vice President and Chief Financial Officer. The Board believes Mr. Henshalls qualifications to sit on our Board of Directors include his decades of experience in the software industry, including his 15 years as an executive at Citrix, and his deep understanding of our historical and current business strategies, objectives, markets and products.
2018 Proxy Statement | 23 |
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Peter J. Sacripanti | |
Chairman Emeritus and Partner, McDermott Will & Emery, New York, NY (International law firm) | ||
Age: 62 | ||
Director Since: December 2015 | ||
Committees: Currently Audit, Finance, Nominating and Corporate Governance. Immediately following our 2018 Annual Meeting, Mr. Sacripanti will chair the Compensation Committee. | ||
Other Boards: Since January 2017, Mr. Sacripanti has served on the Board of Directors of LogMeIn, Inc., a publicly-traded remote access and remote software company.
Key Director Qualifications: Since 1996, Mr. Sacripanti has served as a Partner at McDermott Will & Emery, an international law firm with 2,000 full-time employees in North America, Europe and Asia. In this position, he represents and defends major corporations and industry groups, including Fortune 500 companies. From 2009 to 2016, Mr. Sacripanti served as co-chairman of the firms Executive Committee. The Board believes Mr. Sacripantis qualifications to sit on our Board of Directors include his management of an international business organization and his years of experience representing large corporations on a variety of legal matters.
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Meetings and Meeting Attendance
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Robert M. Calderoni
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Nanci E. Caldwell
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Jesse A. Cohn
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Robert D. Daleo
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Murray J. Demo
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Ajei S. Gopal
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David J. Henshall
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Peter J. Sacripanti
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🌑 Chair 🌑 Member
(1) | Currently, Graham V. Smith and Godfrey R. Sullivan serve as members of the Compensation Committee. Mr. Smith and Mr. Sullivan are not standing for re-election at the 2018 Annual Meeting. |
(2) | Currently, Mr. Sullivan serves as the Chairman of our Nominating and Corporate Governance Committee. Mr. Sullivan is not standing for re-election at the 2018 Annual Meeting. |
2018 Proxy Statement | 25 |
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2018 Proxy Statement | 27 |
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The following table summarizes our non-employee director cash compensation program:
Board Retainers
Compensation Element | Annual Cash Compensation | |||
Annual Board Member Retainer | $60,000 | |||
Annual Retainer for Lead Independent Director | $35,000 (in addition to Annual Board Member Retainer) |
Committee Retainers
Committee | Annual Cash Compensation | |||
Chair | Member | |||
Audit Committee |
Annual: $40,000(1) | Annual: $17,500 | ||
Compensation Committee |
Annual: $40,000(2) | Annual: $15,000 | ||
Finance Committee |
None | None | ||
Nominating and Corporate Governance Committee |
Annual: $20,000(3) Monthly: $10,000(5) |
Annual: $10,000(4) Monthly: $10,000(5) |
(1) | Annual retainer for the chairperson of the Audit Committee was increased to $40,000, effective October 26, 2017. |
(2) | Annual retainer for the chairperson of the Compensation Committee was increased to $40,000, effective October 26, 2017. |
(3) | Annual retainer for the chairperson of the Nominating and Corporate Governance Committee was increased to $20,000, effective October 26, 2017. |
(4) | Annual retainer for members of the Nominating and Corporate Governance Committee was increased to $10,000, effective February 8, 2017. |
(5) | Only applicable during periods when the Nominating and Corporate Governance Committee is engaging in a director search to recognize the additional time commitment during such periods. |
2018 Proxy Statement | 29 |
30 |
The following table sets forth a summary of the compensation earned by, or paid to, our non-employee directors in 2017:
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2017
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) (1)(2)(3) |
Total ($) | |||||||||
Nanci E. Caldwell |
226,712 | 250,000 | 476,712 | |||||||||
Jesse A. Cohn |
109,753 | (4) | 250,000 | 359,753 | ||||||||
Robert D. Daleo |
106,062 | (5) | 250,000 | 356,062 | ||||||||
Murray J. Demo |
77,500 | 250,000 | 327,500 | |||||||||
Ajei S. Gopal(6) |
21,575 | 500,000 | 521,575 | |||||||||
Peter J. Sacripanti |
222,253 | 250,000 | 472,253 | |||||||||
Graham V. Smith |
85,000 | 250,000 | 335,000 | |||||||||
Godfrey R. Sullivan |
250,979 | 250,000 | 500,979 |
(1) | These amounts represent the aggregate grant date fair value of the stock awards in the year in which the grant was made. The assumptions we used for calculating the grant date fair value are set forth in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 16, 2018. These amounts do not represent the actual amounts paid to or realized by our directors for these awards during fiscal year 2017. |
(2) | Consists solely of restricted stock units. Each continuing non-employee director is entitled to an annual grant consisting of a number of restricted stock units equaling $250,000 in value vesting in equal monthly installments over a 12 month period. Pursuant to our Outside Directors Deferred Compensation Program for non-employee directors, each of Ms. Caldwell and Messrs. Cohn, Daleo, and Smith elected to defer his or her 2017 annual restricted stock unit award. Please see the discussion above under the heading Outside Directors Deferred Compensation Program for Non-Employee Directors for additional details on our deferral program. |
(3) | As of December 31, 2017, our non-employee directors held the following number of unvested restricted stock units: Ms. Caldwell, 1,848 restricted stock units; Mr. Cohn, 5,890 restricted stock units; Mr. Daleo, 1,848 restricted stock units; Mr. Demo, 1,848 restricted stock units; Dr. Gopal, 6,508 restricted stock units; Mr. Sacripanti, 4,520 restricted stock units; Mr. Smith, 4,520 restricted stock units; and Mr. Sullivan, 1,848 restricted stock units. |
(4) | Pursuant to our Outside Directors Deferred Compensation Program for non-employee directors, Mr. Cohn elected to defer his cash fees in 2017. Mr. Cohn received 1,300 deferred stock units based on fees of $109,753 foregone, with no matching or premium given in calculating the number of stock units awarded. |
(5) | Pursuant to our Outside Directors Deferred Compensation Program for non-employee directors, Mr. Daleo elected to defer his cash fees in 2017. Mr. Daleo received 1,273 deferred stock units based on fees of $106,062 foregone, with no matching or premium given in calculating the number of stock units awarded. |
(6) | Dr. Gopal was elected to the Board on September 18, 2017, and his fees were pro-rated for his service from September 18, 2017 through December 31, 2017. As a newly elected Director subject to the non-employee director compensation program that was in effect as of October 28, 2017, Dr. Gopal received a one-time service-based restricted stock unit grant of a number of restricted stock units equaling $500,000 in value. Pursuant to our Outside Directors Deferred Compensation Program for non-employee directors, Dr. Gopal elected to defer his 2017 restricted stock unit award. |
2018 Proxy Statement | 31 |
The following table sets forth our executive officers and the positions currently held by each such person with Citrix. The biographical descriptions below outline the relevant experience, qualifications, attributes and skills of each executive officer.
Name | Position | |||
Robert M. Calderoni | Executive Chairman and Director | |||
David J. Henshall | President, Chief Executive Officer and Director | |||
Andrew H. Del Matto | Executive Vice President and Chief Financial Officer | |||
Mark J. Ferrer | Executive Vice President and Chief Revenue Officer | |||
Antonio G. Gomes | Senior Vice President and General Counsel | |||
Paul J. Hough | Senior Vice President and Chief Product Officer | |||
Donna N. Kimmel | Senior Vice President and Chief People Officer | |||
Timothy A. Minahan | Senior Vice President, Business Strategy and Chief Marketing Officer | |||
Jeroen M. van Rotterdam | Senior Vice President of Engineering |
Robert M. Calderoni | ||
Age: 58 | ||
Mr. Calderoni has served as our Executive Chairman since July 2015. From October 2015 to January 2016, he also served as our Interim Chief Executive Officer and President. He has been a member of our Board of Directors since June 2014. Mr. Calderoni served as Chairman and Chief Executive Officer of Ariba, Inc. from October 2001 until it was acquired by SAP in October 2012, and then continued as Chief Executive Officer of Ariba following the acquisition until January 2014. Mr. Calderoni also served as a member of the global managing board at SAP AG between November 2012 and January 2014 and as President SAP Cloud at SAP AG from June 2013 to January 2014. | ||
David J. Henshall | ||
Age: 49 | ||
Mr. Henshall has served as our President and Chief Executive Officer and as a member of our Board of Directors since July 2017. Mr. Henshall served as our Executive Vice President and Chief Financial Officer beginning in September 2011 and as our Chief Operating Officer beginning in February 2014. Mr. Henshall was appointed Acting Chief Executive Officer and President from October 2013 to February 2014. From January 2006 to September 2011, Mr. Henshall served as our Senior Vice President and Chief Financial Officer, and from April 2003 to January 2006, he served as our Vice President and Chief Financial Officer. | ||
32 |
Andrew H. Del Matto | ||
Age: 59 | ||
Mr. Del Matto has served as our Executive Vice President and Chief Financial Officer since February 2018. Prior to joining Citrix, Mr. Del Matto served as Chief Financial Officer of Fortinet, Inc. from December 2014 to February 2018. Prior to Fortinet, Mr. Del Matto held a variety of senior management roles at Symantec including Acting Chief Financial Officer from October 2013 to December 2013 as well as Senior Vice President and Chief Accounting Officer, Corporate Treasurer, and Vice President of Business Operations. | ||
Mark J. Ferrer | ||
Age: 59 | ||
Mr. Ferrer has served as our Executive Vice President and Chief Revenue Officer since October 2017. Prior to joining Citrix, Mr. Ferrer served as Chief Operating Officer and Executive Vice President of Global Customer Operations of SAP from August 2011 to September 2017, where he led the go-to market and customer engagement initiatives for one of the largest sales forces in the technology industry. | ||
Antonio G. Gomes | ||
Age: 52 | ||
Mr. Gomes has served as our Senior Vice President, General Counsel, Secretary and Chief Legal Compliance Officer since April 2015. Mr. Gomes served as our Vice President and Deputy General Counsel, Secretary and Chief Legal Compliance Officer from February 2008 to March 2015. Prior to joining Citrix, Mr. Gomes was a Partner in the corporate practice of Goodwin Procter LLP, an international law firm, from February 2005 to January 2008. | ||
Paul J. Hough | ||
Age: 53 | ||
Mr. Hough has served as our Senior Vice President and Chief Product Officer since October 2016. Prior to joining Citrix, Mr. Hough served as Corporate Vice President, Developer division at Microsoft from September 2012 to August 2015. Prior to that, Mr. Hough served in a variety of roles in the Microsoft Office Division driving vision and execution for the program management of Office suite culminating with the introduction of Office365. Mr. Hough holds 11 patents. | ||
2018 Proxy Statement | 33 |
Donna N. Kimmel | ||
Age: 55 | ||
Ms. Kimmel has served as our Senior Vice President and Chief People Officer since November 2015. Prior to joining Citrix, Ms. Kimmel served as Senior Vice President, Human Resources at GTECH and IGT from February 2014 to November 2015. Prior to that, Ms. Kimmel served as Senior Vice President and Chief Human Resources Officer of Sensata Technologies, a private-to-public spinoff from Texas Instruments from April 2006 to December 2012. | ||
Timothy A. Minahan | ||
Age: 48 | ||
Mr. Minahan has served as our Senior Vice President, Business Strategy and Chief Marketing Officer since July 2017. Mr. Minahan served as our Senior Vice President and Chief Marketing Officer from November 2015 to July 2017. Prior to joining Citrix, Mr. Minahan served as Senior Vice President and Chief Marketing Officer of SAP from June 2013 to July 2015, where he led their effort to transition to the cloud. | ||
Jeroen M. van Rotterdam | ||
Age: 53 | ||
Mr. van Rotterdam has served as Senior Vice President of Engineering since September 2016. Prior to joining Citrix, Mr. van Rotterdam served as Chief Technology Officer, Vice President and Distinguished Engineer for DELL EMCs Enterprise Content Division from July 2007 to September 2016. Mr. van Rotterdam is the (co)author of 40+ patents in various stages with the US Patent Office. |
Our executive officers are appointed by the Board of Directors on an annual basis and serve until their successors have been duly qualified and appointed.
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Responsibilities of Executive Chairman |
Responsibilities of President and | |
Drives development of our strategic plan to transform Citrix to a cloud-based subscription business with a commitment to operational efficiency and value creation
Sets agenda for and chairs Board meetings
Coordinates with chairs of Board committees
Assists Nominating and Corporate Governance Committee with the Boards annual evaluation and self-assessment
Assists Nominating and Corporate Governance Committee with Board composition and evolution planning, including review of committee memberships |
Drives execution of our strategic plan to transform Citrix to a cloud-based subscription business with a commitment to operational efficiency and value creation
Sets strategic imperatives and priorities of the organization
Oversees our product and innovation strategy
Oversees all corporate functions and go-to-market activities
Oversees the attainment of our strategic, operational and financial goals and strategic and operational planning
Chief spokesperson to our employees, customers, partners and shareholders |
See Individual Executive Compensation Decisions beginning on page 57 for a discussion of Messrs. Calderonis, Henshalls and Tatarinovs compensation arrangements.
2018 Proxy Statement | 37 |
The following timeline summarizes our business transformation and CEO transition during 2017:
2017 Business Highlights
Our transformational efforts led to the following performance in 2017 (from continuing operations):
| 3% increase in annual revenue to $2.82 billion compared to 2016, including a record number of deals over one million dollars |
| Software as a service revenue increased 31% compared to 2016 |
| Mix of subscription bookings as a percent of total product bookings grew to 27%, compared to 14% in 2016 |
| $1.86 billion in deferred revenue, an 11% increase from the prior year |
| Increased cash flow to $964 million |
The charts below show our revenue, earnings per share and operating cash flow for each of the last three fiscal years, calculated in accordance with generally accepted accounting principles in the United States, or GAAP.
(1) | Decrease in earnings per share was primarily due to an increase in tax expense as a result of $429 million (or $2.76 per diluted share) in charges related to the estimated impact from the enactment of the U.S. Tax Cuts and Jobs Act that was signed on December 22, 2017. The impacts of the U.S. Tax Cuts and Jobs Act may differ from this estimate, and the estimated charges may accordingly be adjusted over the course of 2018. |
38 |
Our total cash returned to shareholders for the past four years has been strong. During 2017, we repurchased 15.5 million shares of our common stock at an average price of $81 per share.
As illustrated in the graph below, our total shareholder return, or TSR, over the five-year period ended on December 31, 2017 was approximately 69%.
For the purpose of this graph, the distribution of LogMeIn common stock to our shareholders in connection with the separation of our GoTo business and subsequent merger with LogMeIn is treated as a non-taxable cash dividend of $18.59 (equal to the opening price of LogMeIn common stock on February 1, 2017 multiplied by .1718 of a share of LogMeIn common stock). Such amount was deemed reinvested in Citrix common stock at the closing price on February 1, 2017 using the daily dividend reinvestment methodology. Other financial data providers may use different methodologies to adjust for the GoTo separation, which may produce different results.
2018 Proxy Statement | 39 |
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Concept
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Implementation
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Link executive annual target compensation directly with company performance |
To provide direct alignment with returns to shareholders and incentives to drive long-term success, target compensation(1) for our Named Executive Officers(2) was: 54%, on average, performance-based(3) 91%, on average, at risk(4) | |
Payout opportunity levels for our executive variable cash compensation plan should motivate performance that meets or exceeds our financial plan objectives while mitigating undue exposure to under-performance of these objectives | In 2017, each executive officers variable cash compensation plan award was based 100% on the achievement of objective financial operating targets consistent with our corporate operating plan
Based on 2017 company performance, variable cash compensation plan awards for 2017 paid 80.77% of the target amount
Over the past nine years, our variable cash compensation plan awards have paid out between 58.8% and 160.9% and paid above 100% less than half of the time | |
Our shareholders seek long-term total shareholder return and our executives should share that goal | At least 50% of annual equity awards to executive officers are awarded as performance-based RSUs; and for 2017, these annual awards vest based on a relative total shareholder return metric(5) | |
Our compensation program should be tailored to the specific challenges facing the company and the companys strategic initiatives at any given time | Each year, our variable cash compensation plan and performance-based equity awards granted to executive officers are designed to fit our strategic and operational initiatives and reflect feedback we receive from our shareholders |
(1) | Includes 2017 base salary and target variable cash compensation, both in effect at the end of 2017, and the grant date fair value of equity compensation granted in 2017 (other than the performance-based awards granted in August 2017 for retention purposes as described herein, which are valued based on the closing price of our common stock on the last business day of fiscal 2017). |
(2) | Excludes our Executive Chairman and Mark Ferrer, our Executive Vice President and Chief Revenue Officer, who joined Citrix in October 2017. |
(3) | Performance-based compensation includes target variable cash compensation and performance-based RSUs granted in 2017. |
(4) | At risk compensation includes target variable cash compensation and equity compensation granted in 2017. |
(5) | Excludes performance-based awards granted in August 2017 for retention purposes. |
2018 Proxy Statement | 41 |
Further, we engage in the following practices to ensure our executive compensation program achieves our objectives and is aligned with shareholders interests.
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2018 Proxy Statement | 43 |
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Independence Factor | Information Considered | |
Other services provided to Citrix by FW Cook | None. | |
Citrix fees received by FW Cook, as a percentage of FW Cooks total revenue | Modest and represents less than 0.5% of FW Cooks total revenue. | |
FW Cooks policies and procedures that are designed to prevent conflicts of interest | FW Cook maintains a number of internal mechanisms and policies designed to prevent conflicts of interest. | |
Business or personal relationships between the Compensation Committees individual compensation adviser and members of the Compensation Committee | The Compensation Committees individual compensation adviser has no direct business or personal relationships with any member of the Compensation Committee. FW Cook has provided consulting services to two companies that are affiliated with members of the Compensation Committee. | |
Citrix stock owned by the Compensation Committees individual compensation adviser | The Compensation Committees individual compensation adviser does not directly own any Citrix stock, and the practice is prohibited under FW Cooks policies. | |
Business or personal relationships between the Compensation Committees individual compensation adviser, or FW Cook, with a Citrix executive officer | The Compensation Committees individual compensation adviser serves as an advisor to a Compensation Committee for a company where one of our executive officers sits on the Board. FW Cook does not believe that this relationship presents a conflict. |
2018 Proxy Statement | 45 |
Trademarks are property of their respective owners.
(1) | Fiscal year end data presented in the table is for fiscal year ending in 2017, other than VMWare whose fiscal year end data is for its fiscal year ended on February 2, 2018. |
46 |
(1) | Total target direct compensation includes: (a) 2017 base salary in effect at the end of fiscal year 2017, (b) target 2017 annual variable cash compensation award in effect at the end of fiscal year 2017, and (c) grant date fair value of TRSUs and PRSUs granted during fiscal year 2017 (other than the PRSUs granted in August 2017 for retention purposes, as discussed below, which are based on the closing price of Citrix common stock on the last business day of fiscal year 2017). |
2018 Proxy Statement | 47 |
2016 Base ($) |
2017 Base ($) |
Increase/ Decrease |
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David J. Henshall(1)
President and Chief Executive Officer |
725,000 | 1,000,000 | 37.9 | |||||||||
Kirill Tatarinov
Former President and Chief Executive Officer |
1,000,000 | 1,000,000 | | |||||||||
Mark M. Coyle(2)
Senior Vice President of Finance and Former Interim Chief Financial Officer |
390,000 | 520,000 | 33.3 | |||||||||
Robert M. Calderoni(3)
Executive Chairman |
1,000,000 | 750,000 | (25.0 | ) | ||||||||
Mark J. Ferrer(4)
Executive Vice President and Chief Revenue Officer |
| 550,000 | | |||||||||
Donna N. Kimmel
Senior Vice President and Chief People Officer |
425,000 | 435,000 | 2.4 | |||||||||
Carlos E. Sartorius
Former Executive Vice President, Worldwide Sales and Services |
550,000 | 550,000 | |
(1) | Mr. Henshalls base salary was increased to $740,000 for 2017 while serving as Executive Vice President, Chief Operating Officer and Chief Financial Officer and was further increased to $1,000,000 upon his appointment as President and Chief Executive Officer on July 10, 2017. Mr. Henshall received such base salary through the end of 2017. |
(2) | Mr. Coyles salary was increased to $400,000 for 2017 and was further increased to $520,000 upon his appointment as Interim Chief Financial Officer on July 10, 2017, and he received such base salary through the end of 2017. |
(3) | Mr. Calderoni received a base salary of $1,000,000 in his capacity as Interim Chief Executive Officer and then as Executive Chairman during 2016. Mr. Calderonis salary was reduced to $500,000, effective January 31, 2017, and was increased to $750,000, effective July 10, 2017, in connection with Mr. Henshalls appointment as President and Chief Executive Officer to ensure continuity of leadership as we continue our transformation. |
(4) | Mr. Ferrer joined Citrix in October 2017. |
48 |
2018 Proxy Statement | 49 |
Minimum Performance (30% payout) |
Maximum Performance (200% payout) | |||
Product and SaaS Bookings |
$1.066 billion | $1.303 billion | ||
Revenue |
$2.760 billion | $3.051 billion | ||
Non-GAAP Operating Margin % |
30.5% | 33.7% |
50 |
Our Named Executive Officer compensation packages had the following target mix of cash compensation in 2017, expressed both as a percentage of total target cash compensation and in dollars:
Total Target Cash Compensation Mix ($ and % of Total Target Cash Compensation) |
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Base Salary | Target Variable Cash Compensation |
Total Target Cash Compensation |
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($) | (%) | ($) | (%) | ($) | (%) | |||||||||||||||||||
David J. Henshall(1) | ||||||||||||||||||||||||
President and Chief Executive Officer | 1,000,000 | 44.4 | 1,250,000 | 55.6 | 2,250,000 | 100 | ||||||||||||||||||
Kirill Tatarinov | ||||||||||||||||||||||||
Former President and Chief Executive Officer | 1,000,000 | 44.4 | 1,250,000 | 55.6 | 2,250,000 | 100 | ||||||||||||||||||
Mark M. Coyle(2) | ||||||||||||||||||||||||
Senior Vice President of Finance and Former Interim Chief Financial Officer | 520,000 | 52.6 | 468,000 | 47.4 | 988,000 | 100 | ||||||||||||||||||
Robert M. Calderoni(3) | ||||||||||||||||||||||||
Executive Chairman | 750,000 | 100.0 | | 0.0 | 750,000 | 100 | ||||||||||||||||||
Mark J. Ferrer | ||||||||||||||||||||||||
Executive Vice President and Chief Revenue Officer | 550,000 | 50.0 | 550,000 | 50.0 | 1,100,000 | 100 | ||||||||||||||||||
Donna N. Kimmel | ||||||||||||||||||||||||
Senior Vice President and Chief People Officer | 435,000 | 57.1 | 326,250 | 42.9 | 761,250 | 100 | ||||||||||||||||||
Carlos E. Sartorius | ||||||||||||||||||||||||
Former Executive Vice President, Worldwide Sales and Services | 550,000 | 50.0 | 550,000 | 50.0 | 1,100,000 | 100 |
(1) | Prior to his promotion to President and Chief Executive Officer in July 2017, Mr. Henshalls base salary was $740,000 and his target variable cash compensation was $740,000. Mr. Henshall received a base salary of $1,000,000 and a variable cash compensation target of 125% of base salary upon his appointment as President and Chief Executive Officer on July 10, 2017 through the end of 2017 on a pro-rated basis. As a result, his total target variable cash compensation for 2017 was $979,425. |
(2) | Mr. Coyle was appointed as Interim Chief Financial Officer on July 10, 2017, and his base salary was adjusted from $400,000 to $520,000 and his variable cash compensation target increased from 50% to 90% of his base salary through the end of 2017. As a result, his total target variable cash compensation for 2017 was $326,526. |
(3) | In January 2017, Mr. Calderonis base salary was reduced from $1,000,000 to $500,000; and in connection with the appointment of Mr. Henshall as President and Chief Executive Officer, Mr. Calderonis base salary was increased to $750,000 through the end of 2017. Mr. Calderoni does not participate in our variable cash compensation plan. |
Goal | Actual | Attainment | Payout | Weighting | Payout | |||||||||||||||||||
(amounts are approximate due to rounding) | ||||||||||||||||||||||||
Product & SaaS Bookings |
$ | 1.185 billion | $ | 1.180 billion | 99.6% | 97.3% | 40% | 38.92% | ||||||||||||||||
Revenue |
$ | 2.906 billion | $ | 2.825 billion | 97.2% | 60.9% | 30% | 18.28% | ||||||||||||||||
Non-GAAP Corporate Operating Margin % |
32.1% | 31.6% | 98.5% | 78.6% | 30% | 23.57% | ||||||||||||||||||
Total Weighted Payout % |
80.77% |
2018 Proxy Statement | 51 |
Target Variable Cash Compensation Award ($)(1) |
Actual Variable Cash Compensation Award Paid ($) |
Percentage of Target Awards Paid (%) |
||||||||||
David J. Henshall | ||||||||||||
President and Chief Executive Officer | 979,425 | 791,081 | 80.77 | |||||||||
Kirill Tatarinov(2) | ||||||||||||
Former President and Chief Executive Officer | 1,250,000 | | | |||||||||
Mark M. Coyle | ||||||||||||
Senior Vice President of Finance and Former Interim Chief Financial Officer | 326,526 | 263,735 | 80.77 | |||||||||
Robert M. Calderoni(3) | ||||||||||||
Executive Chairman | | | | |||||||||
Mark J. Ferrer (4) |
||||||||||||
Executive Vice President and Chief Revenue Officer |
137,123 | 110,755 | 80.77 | |||||||||
Donna N. Kimmel | ||||||||||||
Senior Vice President and Chief People Officer | 324,401 | 262,018 | 80.77 | |||||||||
Carlos E. Sartorius |
||||||||||||
Former Executive Vice President, Worldwide Sales and Services | 550,000 | 444,235 | 80.77 |
(1) | Other than the target variable cash compensation award for Carlos Sartorius, all target variable cash compensation awards are pro-rated to reflect changes in compensation during 2017. |
(2) | Mr. Tatarinov did not receive a variable cash compensation award for 2017 as a result of his departure from the company. |
(3) | Mr. Calderoni did not participate in our variable cash compensation program for 2017. |
(4) | Mr. Ferrers target variable cash compensation and his actual variable cash compensation award are pro-rated to reflect less than a full year of service. |
52 |
2018 Proxy Statement | 53 |
Relative Total Shareholder Return (TSR) Percentile | Percentage of Target Award Vested | |
Below 41st Relative TSR Percentile | None | |
41st to 60th Relative TSR Percentile | 50% to 99% | |
61st to 80th Relative TSR Percentile | 100% to 200% | |
Greater than 80th Relative TSR Percentile | 200% |
54 |
The payout curve for the portion of these performance-based awards that may be earned based on achievement of Citrix non-GAAP net operating margin is as follows (utilizing straight-line interpolation between percentages):
Non-GAAP Net Operating Margin(1) | Percentage of Target Award Vested | |
Threshold | 50% | |
Target | 100% for Mr. Henshall / 150% for Other Executives | |
At or above Maximum | 200% |
(1) | Targets were not set in fiscal year 2017 |
Subscription Bookings as a Percentage of | ||
Total Product and Subscription Bookings(1) | Percentage of Target Award Vested | |
Threshold |
50% | |
Target |
100% for Mr. Henshall / 150% for Other Executives | |
At or above Maximum |
200% |
(1) | Targets were not set in fiscal year 2017 |
2018 Proxy Statement | 55 |
The following table summarizes our 2017 equity-based awards to our Named Executive Officers, including retention restricted stock unit awards granted in August 2017:
Target Stock Unit |
Service-Based Restricted Stock Unit Awards (#) |
|||||||
David J. Henshall |
||||||||
President and Chief Executive Officer |
60,048 | 60,048 | ||||||
Kirill Tatarinov |
||||||||
Former President and Chief Executive Officer |
50,529 | 50,529 | ||||||
Mark M. Coyle |
||||||||
Senior Vice President of Finance and Former Interim Chief Financial Officer |
13,786 | 13,787 | ||||||
Robert M. Calderoni |
||||||||
Executive Chairman |
| 112,296 | ||||||
Mark J. Ferrer(1) |
||||||||
Executive Vice President and Chief Revenue Officer |
| 50,314 | ||||||
Donna N. Kimmel |
||||||||
Senior Vice President and Chief People Officer |
29,444 | 29,446 | ||||||
Carlos E. Sartorius |
||||||||
Former Executive Vice President, Worldwide Sales and Services |
27,500 | 27,500 |
(1) | Reflects Mr. Ferrers new-hire service-based equity award. |
56 |
2018 Proxy Statement | 57 |
58 |
2018 Proxy Statement | 59 |
60 |
Name and Principal Position | Target Performance- Stock Unit Awards |
|||
Mark M. Coyle Senior Vice President of Finance and Former Interim Chief Financial Officer |
6,250 | |||
Mark J. Ferrer(1) Executive Vice President and Chief Revenue Officer |
| |||
Donna N. Kimmel Senior Vice President and Chief People Officer |
15,000 | |||
Carlos E. Sartorius Former Executive Vice President, Worldwide Sales and Services |
27,500 |
(1) | Mr. Ferrer joined Citrix in October 2017 and as a result, he did not receive performance-based restricted stock unit awards granted in March 2017. |
In March 2017, certain of our Named Executive Officers were awarded service-based restricted stock units as part of our annual equity grant program, which vest in three equal annual installments, as follows:
Name and Principal Position |
Service- Stock Unit Awards |
|||
Mark M. Coyle Senior Vice President of Finance and Former Interim Chief Financial Officer |
6,250 | |||
Mark J. Ferrer(1) Executive Vice President and Chief Revenue Officer |
| |||
Donna N. Kimmel Senior Vice President and Chief People Officer |
15,000 | |||
Carlos E. Sartorius Former Executive Vice President, Worldwide Sales and Services |
27,500 |
(1) | Mr. Ferrer joined Citrix in October 2017 and as a result, he did not receive service-based restricted stock unit awards granted in March 2017. |
2018 Proxy Statement | 61 |
Target Stock Unit Awards |
Service-Based Restricted Stock or Restricted Stock Unit Awards (#) |
|||||||
Mark M. Coyle Senior Vice President of Finance and Former Interim Chief Financial Officer |
7,536 | 7,537 | ||||||
Mark J. Ferrer Executive Vice President and Chief Revenue Officer |
| | ||||||
Donna N. Kimmel Senior Vice President and Chief People Officer |
14,444 | 14,446 | ||||||
Carlos E. Sartorius Former Executive Vice President, Worldwide Sales and Services |
| |
Other Compensation Policies and Information
62 |
2018 Proxy Statement | 63 |
Summary of Executive Compensation
The following table sets forth certain information with respect to compensation for the years ended December 31, 2017, 2016 and 2015 earned by or paid to our President and Chief Executive Officer, former President and Chief Executive Officer, former Interim Chief Financial Officer, our three other most highly-compensated executive officers, and one additional individual who would have been listed as one of our most highly-compensated executive officers but who was no longer serving as an executive officer at the end of our last fiscal year, collectively referred to as our Named Executive Officers, as determined in accordance with applicable SEC rules.
SUMMARY COMPENSATION TABLE
FOR THE 2017, 2016 AND 2015 FISCAL YEARS
Name and Principal Position |
Year | Salary ($)* |
Bonus ($) |
Stock Awards ($)(1)(2) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||
David J. Henshall |
2017 | 860,834 | | 8,637,185 | 791,081 | 32,189 | (3) | 10,321,289 | ||||||||||||||||||||
President and Chief | 2016 | 717,500 | | 4,103,145 | 1,166,525 | 16,090 | 6,003,260 | |||||||||||||||||||||
Executive Officer |
2015 | 690,000 | | 8,523,444 | 823,158 | 16,010 | 10,052,612 | |||||||||||||||||||||
Kirill Tatarinov(4) |
2017 | 525,000 | | 11,262,279 | | (5) | 4,979,307 | (6) | 16,766,586 | |||||||||||||||||||
Former President and |
2016 | 937,500 | | 18,774,012 | 1,879,365 | 683,092 | 22,273,969 | |||||||||||||||||||||
Chief Executive Officer |
||||||||||||||||||||||||||||
Mark M. Coyle(7) |
2017 | 454,597 | | 1,805,883 | 263,735 | 5,000 | (8) | 2,529,215 | ||||||||||||||||||||
Senior Vice President of Finance and Former Interim Chief Financial Officer | ||||||||||||||||||||||||||||
Robert M. Calderoni |
2017 | 659,722 | | 7,999,967 | | (9) | 14,758 | (10) | 8,674,447 | |||||||||||||||||||
Executive Chairman | 2016 | 1,000,000 | | | 131,885 | 12,950 | 1,144,835 | |||||||||||||||||||||
2015 | 430,556 | | 18,254,249 | 636,818 | 309,811 | 19,631,434 | ||||||||||||||||||||||
Mark J. Ferrer(11) | 2017 | 137,500 | 200,000 | (12) | 3,999,963 | 110,755 | (13) | 6,375 | (14) | 4,454,593 | ||||||||||||||||||
Executive Vice President and Chief Revenue Officer | ||||||||||||||||||||||||||||
Donna N. Kimmel(15) |
2017 | 432,500 | | 4,020,226 | 262,018 | 13,100 | (16) | 4,727,844 | ||||||||||||||||||||
Senior Vice President and Chief People Officer |
||||||||||||||||||||||||||||
Carlos E. Sartorius |
2017 | 550,000 | | 5,718,477 | 444,235 | 19,347 | (17) | 6,732,059 | ||||||||||||||||||||
Former Executive Vice President, | 2016 | 543,750 | | 3,959,175 | 884,950 | 393,603 | 5,781,478 | |||||||||||||||||||||
Worldwide Sales and Services | 2015 | 522,531 | | 6,110,608 | 621,810 | 439,191 | 7,694,140 |
* | Each year, our salary levels are determined during our first fiscal quarter and become effective April 1, except in connection with promotions and new hires. The amounts represented in this table reflect salary actually paid during the fiscal year. |
(1) | These amounts represent the aggregate grant date fair value of restricted stock unit and restricted stock awards in the year in which the grant was made. The assumptions we used for calculating the grant date fair value are set forth in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 16, 2018. These amounts do not represent the actual amounts paid to or realized by the executive officer for these awards during fiscal years 2017, 2016 or 2015. The value as of the grant date for restricted stock awards is recognized over the number of days of service required for the grant to become vested. In the case of performance-based restricted stock units, the fair value is reported for the probable outcome, which for this purpose is estimated as 100% target achievement. The fair value of awards at the maximum level of achievement for performance-based restricted stock units for 2017 is as follows: Mr. Henshall, $6,034,900; Mr. Tatarinov, $10,515,084; Mr. Coyle, $1,300,625; Ms. Kimmel, $3,121,500; and Mr. Sartorius, $5,722,750. |
(2) | The 2017 stock award amounts for Mr. Henshall, Mr. Tatarinov, Mr. Coyle, Ms. Kimmel and Mr. Sartorius include the incremental fair value of performance awards granted in March 2015, January 2016 and March 2016 as a result of modifications to such awards in connection with the GoTo separation to preserve the intrinsic value of such awards. The incremental fair value amounts included are as follows: Mr. Henshall, $708,814; Mr. Tatarinov, $1,754,742; Mr. Coyle, $29,861; Ms. Kimmel, $47,780; and Mr. Sartorius, $544,077. |
(3) | Includes reimbursement of legal fees incurred by Mr. Henshall in connection with the negotiation of his employment agreement upon his promotion to President and Chief Executive Officer in July 2017 ($15,840), 401(k) matches made by our company ($8,100), the value of a company-covered physical examination available to each executive officer ($5,000), and premiums for split-dollar life insurance and disability policies ($3,249). |
(4) | Mr. Tatarinov was not a Named Executive Officer for the fiscal year ended December 31, 2015. |
64 |
(5) | Mr. Tatarinov forfeited his right to participate in our variable cash compensation plan in 2017 due to his departure from Citrix in July 2017, which could have resulted in a payout of up to $2,500,000. |
(6) | Includes cash severance payments made to Mr. Tatarinov pursuant to his Employment Agreement dated January 19, 2016, filed as Exhibit 10.1 to the Form 8-K filed on January 20, 2016 with the Securities and Exchange Commission ($4,500,000), relocation benefits ($344,322 ), paid time-off payout ($30,277), reimbursement of fees for professional services incurred by Mr. Tatarinov in connection with his separation from the Company ($50,000), reimbursements for spousal travel ($13,200) plus an additional amount to cover the estimated taxes that Mr. Tatarinov would incur as a result of his receipt of such reimbursement payment ($9,539), the value of health benefits continuation ($21,719), 401(k) matches made by the company ($5,250) and the value of a company-covered physical examination available to each executive officer ($5,000). |
(7) | Mr. Coyle was not a Named Executive Officer for the fiscal years ended December 31, 2015 and 2016. |
(8) | Includes the value of a company-covered physical examination available to each executive officer ($5,000). |
(9) | Mr. Calderoni was not eligible to participate in the non-equity incentive plan during 2017. |
(10) | Includes 401(k) matches made by our company ($6,750), reimbursement of certain legal fees ($3,008) in connection with the negotiation of Mr. Calderonis amended and restated employment agreement in July 2017, and the value of a company-covered physical examination available to each executive officer ($5,000). |
(11) | Mr. Ferrer was not a Named Executive Officer for the fiscal years ended December 31, 2015 and 2016. |
(12) | Reflects $200,000 cash bonus award to Mr. Ferrer upon joining Citrix. |
(13) | Mr. Ferrers non-equity incentive award is pro-rated to reflect less than one year of service as Executive Vice President and Chief Revenue Officer in 2017. |
(14) | Includes 401(k) matches made by our company ($1,375), and the value of a company-covered physical examination available to each executive officer ($5,000). |
(15) | Ms. Kimmel was not a Named Executive Officer for the fiscal years ended December 31, 2015 and 2016. |
(16) | Includes 401(k) matches made by our company ($8,100) and the value of a company-covered physical examination available to each executive officer ($5,000). |
(17) | Includes reimbursement of travel expenses for Mr. Sartorius spouse ($3,626) plus an additional amount to cover the estimated taxes that Mr. Sartorius would incur as a result of his receipt of such reimbursement payment ($2,621), 401(k) matches made by our company ($8,100), and the value of a company-covered physical examination available to each executive officer ($5,000). |
2018 Proxy Statement | 65 |
The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2017 to the Named Executive Officers. Grants of equity awards to each Named Executive Officer were made pursuant to our variable cash compensation plan. There can be no assurance that the Grant Date Fair Value of the Stock Awards listed below will ever be realized.
GRANTS OF PLAN-BASED AWARDS TABLE
FOR THE 2017 FISCAL YEAR
All | ||||||||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||||||||
Stock | ||||||||||||||||||||||||||||||||||||||||
Awards | Grant Date Fair Value of Stock Awards |
|||||||||||||||||||||||||||||||||||||||
Number | ||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts | Estimated Future Payouts | Of | ||||||||||||||||||||||||||||||||||||||
Comp. | Under Non-Equity | Under Equity Incentive | Shares | |||||||||||||||||||||||||||||||||||||
Comm. | Incentive Plan Awards | Plan Awards | Of Stock | |||||||||||||||||||||||||||||||||||||
Name | Grant Date |
Action Date |
Threshold ($) |
Target ($)(1) |
Maximum ($) |
Threshold (#) |
Target (#)(*)(2) |
Maximum (#) |
Units (#) |
|||||||||||||||||||||||||||||||
David J. Henshall | 3/30/17 | 3/14/17 | | | | | | | 29,000 | 2,439,190 | ||||||||||||||||||||||||||||||
3/30/17 | 3/14/17 | | | | 14,500 | 29,000 | (4) | 58,000 | | 3,017,450 | ||||||||||||||||||||||||||||||
8/1/17 | 7/7/17 | | | | | | | 31,048 | 2,471,731 | |||||||||||||||||||||||||||||||
| 7/7/17 | 375,000 | 1,250,000 | (5) | 2,500,000 | | | | | | ||||||||||||||||||||||||||||||
Kirill Tatarinov | 3/30/17 | 3/14/17 | | | | | | | 50,529 | 4,249,994 | ||||||||||||||||||||||||||||||
3/30/17 | 3/14/17 | | | | 25,265 | 50,529 | (4) | 101,058 | | 5,257,542 | ||||||||||||||||||||||||||||||
| 3/14/17 | 375,000 | 1,250,000 | 2,500,000 | | | | | | |||||||||||||||||||||||||||||||
Mark M. Coyle | 3/30/17 | 3/14/17 | | | | | | | 6,250 | 525,688 | ||||||||||||||||||||||||||||||
3/30/17 | 3/14/17 | | | | 3,125 | 6,250 | (4) | 12,500 | | 650,313 | ||||||||||||||||||||||||||||||
8/1/17 | 7/7/17 | | | | | | | 7,537 | 600,021 | |||||||||||||||||||||||||||||||
| 7/7/17 | 140,400 | 468,000 | (6) | 936,000 | | | | | | ||||||||||||||||||||||||||||||
Robert M. Calderoni | 2/1/17 | 1/18/17 | | | | | | | 112,296 | 7,999,967 | ||||||||||||||||||||||||||||||
Mark J. Ferrer | 10/2/17 | 9/8/17 | | | | | | | 50,314 | 3,999,963 | ||||||||||||||||||||||||||||||
| 9/8/17 | 165,000 | 550,000 | 1,100,000 | | | | | | |||||||||||||||||||||||||||||||
Donna N. Kimmel | 3/30/17 | 3/14/17 | | | | | | | 15,000 | 1,261,650 | ||||||||||||||||||||||||||||||
3/30/17 | 3/14/17 | | | | 7,500 | 15,000 | (4) | 30,000 | | 1,560,750 | ||||||||||||||||||||||||||||||
| 3/14/17 | 97,875 | 326,250 | 652,500 | | | | | | |||||||||||||||||||||||||||||||
8/1/17 | 7/7/17 | | | | | | | 14,446 | 1,150,046 | |||||||||||||||||||||||||||||||
Carlos E. Sartorius | 3/30/17 | 3/14/17 | | | | | | | 27,500 | 2,313,025 | ||||||||||||||||||||||||||||||
3/30/17 | 3/14/17 | | | | 13,750 | 27,500 | (4) | 55,000 | | 2,861,375 | ||||||||||||||||||||||||||||||
| 3/14/17 | 165,000 | 550,000 | 1,100,000 | | | | | |
* | This table excludes performance-based restricted stock units issued in August 2017 for retention purposes to the following Named Executive Officers: Mr. Henshall, 31,048 units; Mr. Coyle, 7,536 units; and Ms. Kimmel, 14,444 units. For purposes of FASB ASC Topic 718, there was no grant date fair value for the awards for financial reporting purposes because the performance targets for these restricted stock units were not established until after the end of 2017. |
(1) | Reflects target variable cash compensation awards in effect at December 31, 2017. On February 19, 2018, the Compensation Committee determined that the reported product & SaaS bookings target was 99.62% attained, the reported revenue target was 97.21% attained and the non-GAAP corporate operating margin target was 98.47% attained, resulting in a payout of 80.77% and in the following variable cash compensation awards: Mr. Henshall received $791,081; Mr. Coyle received $263,735; Mr. Ferrer received $110,755; Ms. Kimmel received $262,018; and Mr. Sartorius received $444,235. See the column labelled Non-Equity Incentive Plan Compensation in the Summary Compensation Table included in this Proxy Statement. Ms. Kimmels variable cash compensation award was pro-rated to reflect the increase in base salary effective April 1, 2017 through December 31, 2017. Messrs. Henshall and Coyles variable cash compensation award was pro-rated to reflect the increase in base salary effective April 1, 2017 and the subsequent increase in base salary and target variable cash compensation effective July 10, 2017 through December 31, 2017. Mr. Ferrers variable cash compensation was pro-rated based on the date he began service as Executive Vice President and Chief Revenue Officer. |
(2) | The Estimated Future Payouts Under Equity Incentive Plan Awards columns represent the minimum, target, and maximum number of restricted stock units that may vest pursuant to 2017 performance-based restricted stock unit agreements. |
(3) | The grant date fair value of awards in this column reflects the fair value of such awards, excluding estimated forfeitures. The assumptions we used for calculating the grant date fair value are set forth in Note 8 to the financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 16, 2018. In the case of performance-based restricted stock units, the fair value is reported for the probable outcome after the three-year performance period, which for this purpose is 100% achievement. |
66 |
(4) | The attainment level under the performance-based awards will be based on the companys total shareholder return as compared to a custom index group over the three-year performance period ending December 31, 2019. |
(5) | On March 14, 2017, the Compensation Committee approved a variable cash compensation target of $740,000 for Mr. Henshall, which was in effect from April 1, 2017 through July 9, 2017. On July 7, 2017, in connection with Mr. Henshalls promotion to President and Chief Executive Officer our Board of Directors approved a variable cash compensation target of $1,250,000 for Mr. Henshall, which was in effect through the end of 2017. |
(6) | On March 14, 2017 the Compensation Committee approved a variable cash compensation target of $200,000 for Mr. Coyle, which was in effect from April 1, 2017 through July 9, 2017. On July 7, 2017, in connection with Mr. Coyles appointment as Interim Chief Financial Officer, our Compensation Committee approved a variable cash compensation target of $468,000 for Mr. Coyle, which was in effect from July 10, 2017 through the end of 2017. |
2018 Proxy Statement | 67 |
The following table sets forth certain information with respect to the outstanding equity awards at December 31, 2017 for each of the Named Executive Officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2017 TABLE
Stock Awards | ||||||||||||||||
Name | Number of Shares or Units of (#)(1) |
Market Value of Shares or Units Have Not Vested ($)(2) |
Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have (#)(1) |
Equity Incentive Plan ($)(2) |
||||||||||||
David J. Henshall |
11,368 | (3) | 1,000,384 | |||||||||||||
23,042 | (4) | 2,027,696 | ||||||||||||||
29,000 | (5) | 2,552,000 | ||||||||||||||
31,048 | (6) | 2,732,224 | ||||||||||||||
66,073 | (7) | 5,814,424 | ||||||||||||||
34,562 | (8) | 3,041,456 | ||||||||||||||
29,000 | (9) | 2,552,000 | ||||||||||||||
15,524 | (10) | 1,366,112 | ||||||||||||||
15,524 | (11) | 1,366,112 | ||||||||||||||
Kirill Tatarinov |
129,642 | (12) | 11,408,496 | |||||||||||||
8,884 | (13) | 781,792 | ||||||||||||||
Mark M. Coyle |
3,033 | (14) | 266,904 | |||||||||||||
5,052 | (4) | 444,576 | ||||||||||||||
6,250 | (5) | 550,000 | ||||||||||||||
7,537 | (15) | 663,256 | ||||||||||||||
7,579 | (8) | 666,952 | ||||||||||||||
6,250 | (9) | 550,000 | ||||||||||||||
3,768 | (10) | 331,584 | ||||||||||||||
3,768 | (11) | 331,584 | ||||||||||||||
Robert M. Calderoni |
42,111 | (16) | 3,705,768 | |||||||||||||
Mark J. Ferrer |
50,314 | (17) | 4,427,632 | |||||||||||||
Donna N. Kimmel |
8,084 | (18) | 711,392 | |||||||||||||
8,084 | (4) | 711,392 | ||||||||||||||
15,000 | (5) | 1,320,000 | ||||||||||||||
14,446 | (15) | 1,271,248 | ||||||||||||||
12,127 | (8) | 1,067,176 | ||||||||||||||
15,000 | (9) | 1,320,000 | ||||||||||||||
7,222 | (10) | 635,536 | ||||||||||||||
7,222 | (11) | 635,536 | ||||||||||||||
Carlos E. Sartorius |
8,193 | (3) | 720,984 | |||||||||||||
22,232 | (19) | 1,956,416 | ||||||||||||||
27,500 | (20) | 2,420,000 | ||||||||||||||
47,616 | (7) | 4,190,208 | ||||||||||||||
33,349 | (21) | 2,934,712 | ||||||||||||||
27,500 | (22) | 2,420,000 |
(1) | In February 2017, we adjusted the number of shares represented by our outstanding restricted stock unit and stock option awards to preserve the intrinsic value of the awards in connection with the GoTo separation. The shares reported in this table are reported on a post-adjusted basis. |
(2) | Based on a per share price of $88.00, which was the closing price per share of our common stock on the last business day of the 2017 fiscal year (December 29, 2017). |
(3) | Restricted stock units that vest in three annual installments, with 33.4% having vested on March 30, 2016, 33.3% having vested on March 30, 2017, and 33.3% having vested on March 30, 2018. |
(4) | Restricted stock units that vest in three annual installments, with 33.4% having vested on March 30, 2017, 33.3% having vested on March 30, 2018, and 33.3% vesting on March 30, 2019. |
(5) | Restricted stock units that vest in three annual installments, with 33.4% having vested on March 30, 2018, 33.3% vesting on March 30, 2019, and 33.3% vesting on March 30, 2020. |
(6) | Restricted stock units that vest in three annual installments, with 33.4% vesting on August 1, 2018, 33.3% vesting on August 1, 2019, and 33.3% vesting on August 1, 2020. |
68 |
(7) | Represents the actual number of restricted stock units that vested on December 31, 2017 based on the percentage point difference of our total shareholder return and the Nasdaq Composite Return Index, or XCMP, total shareholder return. On February 19, 2018, it was determined that 193.73% payout was achieved. |
(8) | Represents the target number of restricted stock units that will vest on March 30, 2019 based on our compounded annual total shareholder return over a three-year performance period. |
(9) | Represents the target number of restricted stock units that will vest on December 31, 2019 if the companys relative total shareholder return percentile compared to the selected custom index companies is the 61st percentile. |
(10) | Represents target number of restricted stock units that will vest on December 31, 2019 based on the companys 2019 Non-GAAP net operating margin. |
(11) | Represents target number of restricted stock units that will vest on December 31, 2019 based on the companys subscription bookings as a percentage of total product and subscription bookings. |
(12) | Represents a pro-rated target number of restricted stock units that will vest on January 24, 2019 based on our compounded annual total shareholder return over a three-year performance period. Mr. Tatarinov will receive a pro-rated amount of the award based on the date of his separation from Citrix and based on actual achievement pursuant to his Employment Agreement dated January 19, 2016, filed as Exhibit 10.1 to the Form 8-K filed on January 20, 2016 with the Securities and Exchange Commission. Mr. Tatarinov forfeited 137,442 target performance-based restricted stock units under this award. |
(13) | Represents a pro-rated target number of restricted stock units that will vest on March 30, 2019 if the companys relative total shareholder return percentile compared to the selected custom index companies is the 61st percentile. Mr. Tatarinov will receive a pro-rated amount of the award based on the date of his separation from Citrix and based on actual achievement pursuant to his Employment Agreement dated January 19, 2016, filed as Exhibit 10.1 to the Form 8-K filed on January 20, 2016 with the Securities and Exchange Commission. Mr. Tatarinov forfeited 41,645 target performance-based restricted stock units under this award. |
(14) | Restricted stock units that vest in three annual installments, with 33.4% having vested on March 2, 2016, 33.3% having vested on March 2, 2017, and 33.3% having vested on March 2, 2018. |
(15) | Restricted stock units that vest in two equal installments, with 50% having vested on March 30, 2018 and 50% vesting on December 31, 2018. |
(16) | Restricted stock units that vest in 24 monthly installments, with 5/8 vesting monthly during the first year and 3/8 vesting monthly during the second year ending December 31, 2018. |
(17) | Restricted stock units that vest in three annual installments, with 33.4% vesting on October 2, 2018, 33.3% vesting on October 2, 2019, and 33.4% vesting on October 2, 2020. |
(18) | Restricted stock units that vest in three annual installments, with 33.4% having vested on January 4, 2017, 33.3% having vested on January 4, 2018, and 33.3% vesting on January 4, 2019. |
(19) | Restricted stock units that vest in three annual installments, with 33.4% having vested on March 30, 2017, 33.3% having vested on March 30, 2018, and 33.3% vesting on March 30, 2019, a portion of which was accelerated on March 31, 2018 pursuant to the letter agreement between Mr. Sartorius and Citrix dated November 1, 2017, filed as Exhibit 10.39 to the Form 10-K filed on February 16, 2018 with the Securities and Exchange Commission. |
(20) | Restricted stock units that vest in three annual installments, with 33.4% having vested on March 30, 2018, 33.3% vesting on March 30, 2019, and 33.3% vesting on March 30, 2020, a portion of which was accelerated following Mr. Sartorius departure date pursuant to the letter agreement between Mr. Sartorius and Citrix dated November 1, 2017, filed as Exhibit 10.39 to the Form 10-K filed on February 16, 2018 with the Securities and Exchange Commission. Mr. Sartorius forfeited one-third of these restricted stock units (9,166 shares) upon his departure from our company on March 31, 2018. |
(21) | Represents the target number of restricted stock units that will vest March 30, 2019 based on our compounded annual total shareholder return over a three-year performance period. Mr. Sartorius forfeited all of these restricted stock units upon his departure from our company on March 31, 2018. |
(22) | Represents the target number of restricted stock units that will vest on December 31, 2019 if our relative total shareholder return percentile compared to the selected custom index companies is the 61st percentile. Mr. Sartorius forfeited all of these restricted stock units upon his departure from our company on March 31, 2018. |
2018 Proxy Statement | 69 |
The following table sets forth certain information regarding stock option exercises and restricted stock unit and restricted stock vesting, during the year ended December 31, 2017 under our equity incentive plans for our Named Executive Officers.
STOCK VESTED TABLE
FOR THE 2017 FISCAL YEAR
Stock Awards | ||||||||
Number of Shares | Value | |||||||
Acquired on | Realized on | |||||||
Vesting | Vesting | |||||||
Name | (#) | ($)(1) | ||||||
David J. Henshall |
148,917 | 11,942,437 | ||||||
Kirill Tatarinov(2) |
122,629 | 10,024,416 | ||||||
Mark M. Coyle |
20,110 | 1,599,402 | ||||||
Robert M. Calderoni |
134,407 | 10,850,037 | ||||||
Mark J. Ferrer |
| | ||||||
Donna N. Kimmel |
26,276 | 2,074,025 | ||||||
Carlos E. Sartorius |
57,529 | 4,644,409 |
(1) | Based on the closing price per share of our common stock on the date upon which the restricted stock units or shares of restricted stock, as applicable, vested. |
(2) | Mr. Tatarinov also received 10,188 shares of common stock of LogMeIn in connection with the GoTo separation based on his outstanding Citrix restricted stock, which vested upon his separation from Citrix (valued at $1,091,644 based on the closing price per share of LogMeIn common stock on July 7, 2017 of $107.15). |
70 |
Nonqualified Deferred Compensation
NONQUALIFIED DEFERRED COMPENSATION TABLE
FOR THE 2017 FISCAL YEAR
Name | Executive Contributions in Last FY ($) |
Registrant Contributions in Last FY ($) |
Aggregate Earnings in Last FY ($) |
Aggregate Withdrawals/ |
Aggregate ($) |
|||||||||||||||
David J. Henshall |
| | | | 4,229,368 | (1) | ||||||||||||||
Kirill Tatarinov |
| | | | | |||||||||||||||
Mark M. Coyle |
| | | | | |||||||||||||||
Robert M. Calderoni |
| | | | 1,493,976 | (2) | ||||||||||||||
Mark J. Ferrer |
| | | | | |||||||||||||||
Donna N. Kimmel |
| | | | | |||||||||||||||
Carlos E. Sartorius |
| | | | |
(1) | Based on a per share price of $88.00, which was the closing price per share of our common stock on December 29, 2017, the last business day of the 2017 fiscal year, and reflects the balance of restricted stock units currently outstanding that were issued under the LTIP that vested on December 31, 2011, net of any underlying shares that were withheld to satisfy minimum tax withholding obligations that arose upon vesting. The number of restricted stock units on a net basis for each of the Named Executive Officers is as follows: Mr. Henshall, 48,061 units; and Messrs. Tatarinov, Coyle, Calderoni, Ferrer and Sartorius, and Ms. Kimmel, no units. The grant date fair value of the LTIP awards was included in the Stock Awards column of the Summary Compensation Table for 2009. |
(2) | Mr. Calderoni elected to defer the receipt of all of his 2014 and 2015 non-employee director restricted stock unit grants. Based on a per share price of $88, which was the closing price per share of our common stock on December 29, 2017, the last business day of the 2017 fiscal year. |
2018 Proxy Statement | 71 |
2018 Proxy Statement | 73 |
74 |
2018 Proxy Statement | 75 |
76 |
Benefit | Involuntary Not for Cause Termination / ($) |
Change in Control ($) |
Involuntary Not for ($)(1) |
Death or ($)(2) |
||||||||||||
David J. Henshall |
||||||||||||||||
Severance |
4,500,000 | | 6,750,000 | 1,250,000 | (3) | |||||||||||
Unvested Equity Awards |
9,722,416 | (2) | | 17,978,224 | 11,483,736 | |||||||||||
Benefits Continuation |
23,022 | | 23,022 | | ||||||||||||
Outplacement Services |
| | | | ||||||||||||
Total |
14,245,438 | | 24,751,246 | 12,733,736 | ||||||||||||
Mark M. Coyle |
||||||||||||||||
Severance |
833,755 | | 1,279,125 | | ||||||||||||
Unvested Equity Awards |
1,335,840 | | 4,434,408 | 2,696,232 | ||||||||||||
Benefits Continuation |
15,444 | | 23,167 | | ||||||||||||
Outplacement Services |
21,250 | | 21,250 | | ||||||||||||
Total |
2,206,289 | | 5,757,950 | 2,696,232 | ||||||||||||
Robert M. Calderoni(4) |
||||||||||||||||
Severance |
| | 1,125,000 | | ||||||||||||
Unvested Equity Awards |
8,705,768 | 5,000,000 | (5) | 8,705,768 | 8,705,768 | |||||||||||
Benefits Continuation |
| | 33,957 | | ||||||||||||
Outplacement Services |
| | | | ||||||||||||
Total |
8,705,768 | 5,000,000 | 9,864,725 | 8,705,768 | ||||||||||||
Mark J. Ferrer |
||||||||||||||||
Severance |
1,100,000 | | 1,650,000 | | ||||||||||||
Unvested Equity Awards |
1,475,936 | | 4,427,632 | 4,427,632 | ||||||||||||
Benefits Continuation |
22,638 | | 33,957 | | ||||||||||||
Outplacement Services |
21,250 | | 21,250 | | ||||||||||||
Total |
2,619,824 | | 6,132,839 | 4,427,632 | ||||||||||||
Donna N. Kimmel |
||||||||||||||||
Severance |
947,869 | | 1,141,875 | | ||||||||||||
Unvested Equity Awards |
2,422,640 | | 8,599,712 | 5,457,936 | ||||||||||||
Benefits Continuation |
7,394 | | 11,091 | | ||||||||||||
Outplacement Services |
21,250 | | 21,250 | | ||||||||||||
Total |
3,399,153 | | 9,773,928 | 5,457,936 |
2018 Proxy Statement | 77 |
(1) | The value of any performance-based awards included in this column was calculated using actual achievement through December 31, 2017 or the target award level if actual achievement was not available. Actual payout under performance-based awards will not be determined until the end of the performance period. |
(2) | The value of any performance-based awards included in this column was calculated using the target award level. For each performance-based award for which the performance period is not complete as of termination, the number of shares earned will be calculated based on actual performance during the performance period and pro-rated for the number of months that elapsed in the performance period prior to such termination. |
(3) | Mr. Henshall (or his estate, if applicable) would be entitled to receive his target variable cash compensation on a pro-rata basis for such year. |
(4) | In addition to the potential payments and benefits shown in this table, if Mr. Calderonis service relationship with Citrix terminates as a result of (a) his non-election as a director by our shareholders, (b) the failure of the Board of Directors to nominate him for re-election at a subsequent annual meeting of shareholders, or (c) either his resignation or agreement not to stand for re-election, each at the request of our Board of Directors (where he is otherwise willing and able to continue in such capacity), Mr. Calderonis rights in the unvested portion of any equity awards will vest in full, which would have had a value of $8,705,768 as of December 31, 2017. |
(5) | Reflects grant of service-based restricted stock units valued at $5,000,000 to be granted in January 2018, and which were subsequently granted, pursuant to Mr. Calderonis Amended and Restated Employment Agreement dated July 7, 2017, filed as Exhibit 10.2 to the Form 8-K filed on July 10, 2017 with the Securities and Exchange Commission. |
Report of the Compensation Committee of the Board of Directors
78 |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial ownership of our common stock as of February 28, 2018:
| by each person who is known by Citrix to beneficially own more than 5% of our outstanding shares of common stock; |
| by each of our directors and nominees; |
| by each of our executive officers named in the Summary Compensation Table set forth above under Executive and Director Compensation Summary of Executive Compensation; and |
| by all of our directors and executive officers as a group. |
Name of Beneficial Owner | Shares Beneficially Owned(1) |
Percentage of Shares Beneficially Owned(2) |
||||||
FMR LLC(3) |
16,533,983 | 12.12 | % | |||||
The Vanguard Group(4) |
14,819,257 | 10.87 | % | |||||
BlackRock, Inc.(5) |
9,653,333 | 7.08 | % | |||||
ClearBridge Investments, LLC(6) |
7,134,125 | 5.23 | % | |||||
David J. Henshall(7) |
213,525 | * | ||||||
Carlos E. Sartorius(8) |
126,953 | * | ||||||
Robert M. Calderoni(9) |
123,499 | * | ||||||
Kirill Tatarinov |
58,612 | * | ||||||
Godfrey R. Sullivan(10) |
42,487 | * | ||||||
Donna N. Kimmel (11) |
33,277 | * | ||||||
Mark M. Coyle (12) |
25,552 | * | ||||||
Murray J. Demo (13) |
7,487 | * | ||||||
Peter J. Sacripanti(14) |