QEP Resources, Inc.

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SEC Filings

DEF 14A
QEP RESOURCES, INC. filed this Form DEF 14A on 04/05/2018
Entire Document
 

Name
Year
Percentage of Total Compensation
Mr. Torgerson
2017
16.3%
2016
16.9%
2015
17.1%
Mr. Woosley
2017
20.7%
2016
22.8%
2015
19.4%
Ms. Fiala
2017
29.7%
Mr. Thompson
2017
16.1%
2016
28.0%

7.
Ms. Fiala will no longer be employed by the Company effective March 31, 2018.
8.
Salary for Mr. Thompson includes $6,154 of vacation sold in 2017.
9.
In connection with Mr. Thompson's departure on September 15, 2017, the Compensation Committee amended the vesting of a prorated portion of the unvested PSUs and restricted stock held by Mr. Thompson as of that date, which resulted in the modification of the vesting of 19,441 PSUs and 16,860 shares of restricted stock. The amendment of the unvested PSUs and restricted stock requires the presentation of the fair value of the modified awards on September 15, 2017, as "new" grants in the table. Accordingly, the amounts shown in the Stock Awards column includes (i) the grant date fair value of the 11,779 PSUs granted on February 13, 2017 ($200,007 as of the day of the grant), (ii) the fair value of 2,945 of those same 11,779 PSUs and of 16,496 PSUs granted in prior years, to reflect the modifications on September 15, 2017 ($41,514 as of the date of the modification), which fair value is based on the probable outcome of the performance conditions as of the date of modification (i.e., probable payout on 0% of the 2,945 PSUs for the 2017-2019 performance period, 0% of the 11,529 PSUs for the 2016-2018 performance period and 105% of the 4,967 PSUs for the 2015-2017 performance period); (iii) the grant date fair value of the 11,779 shares of restricted stock granted on February 13, 2017 ($200,007 as of the day of the grant), and (iv) the fair value of 3,827 of those same 11,779 shares of restricted stock and of 13,033 shares of restricted stock granted in prior years, to reflect the modifications on September 15, 2017 ($134,206 as of the date of the modification).
10.
In connection with Mr. Thompson's departure on September 15, 2017, the Compensation Committee accelerated the vesting of options to purchase 15,861 shares of common stock, which represented a prorated portion of the unvested options held by Mr. Thompson as of that date. The amendment of the options requires the presentation of the fair value of the modified options on September 15, 2017, as "new" grants in the table. Accordingly, the amount shown in the Option Awards column for 2017 includes the grant date fair value of the option granted February 13, 2017, to purchase 13,928 shares of common stock, as well as the fair value of the option to purchase 4,524 of those same 13,928 shares of common stock together with previously granted options to purchase 11,337 shares of common stock, as modified. The assumptions used to calculate the aggregate fair value of option awards modified for Mr. Thompson on September 15, 2017, were as follows:
Modification Date
Assumptions

Volatility
(%)
Expected Lifea
(Years)
Risk-Free
Interest Rate
(%)
Dividend Yieldb
(%)
9/15/2017
50.1
1
1.3
0

a.
The amended options expire one year from the date of modification.
b.
The Board suspended dividends in early 2016.

CEO Pay Ratio


As a result of recently adopted rules under the Dodd-Frank Act, the SEC now requires disclosure of the CEO to median employee pay ratio. Mr. Stanley had 2017 total compensation of $7,231,169 as reported in the Summary Compensation Table. Our median employee's total compensation for 2017 was $136,327. As a result, Mr. Stanley's 2017 total compensation for 2017 was approximately 53 times that of our median employee's total compensation.

In determining our median employee, we defined compensation using a consistently applied compensation measure to include annualized base salary plus any additional wages (e.g. overtime earnings), annual incentive paid and grant date fair value of long-term incentives. We determined our median employee based on our employee population (including part-time employees) as of December 1, 2017, which is within the last three months of our fiscal year.

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