Wolverine World Wide, Inc. · NYSE:WWW
Wolverine World Wide — Proxy Contest (March 2017)
13 slides from Wolverine World Wide's proxy contest presentation, Mar 29, 2017
Slide 1: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS IN THE SECTIONS “BUSINESS OVERVIEW” AND “EVOLVING TO MEET THE DEMANDS OF THE NEW CONSUMER.” IN ADDITION, WORDS SUCH AS “ESTIMATES,” “ANTICIPATES,” “BELIEVES,” “FORECASTS,” “STEP,” “PLANS,” “PREDICT
Slide 2: Executive Summary
EXECUTIVE SUMMARY Wolverine Worldwide is a global leader in the footwear and apparel industry, selling innovative products across its portfolio of leading performance and lifestyle brands in more than 200 countries and territories (Slide 4) The Company is focused on four strategic priorities: drivin
Slide 3: Business Overview
BUSINESS OVERVIEW Key Facts Competitive Advantages Leading designer, manufacturer and marketer of footwear and apparel >$2.4B Market Capitalization (as of 3/21/2017) ~$2.5B Revenue (FY 2016) Products are marketed and sold in ~200 countries and territories Portfolio of 12 brands is organized into fou
Slide 4: Strategic Focus – Wolverine Way Forward Accomplishments
STRATEGIC FOCUS – WOLVERINE WAY FORWARD People and Teams 2016 ACCOMPLISHMENTS Financial Highlights Business Accomplishments Delivered 32.9% total shareholder return for 2016, performance in the top decile of companies in its peer group; delivered an additional 14.0% year-to-date total shareholder re
Slide 5: Shareholder Impact on Executive Compensation
SHAREHOLDER IMPACT ON EXECUTIVE COMPENSATION After the Company’s 2016 Say-on-Pay proposal received insufficient shareholder support, the Compensation Committee and full Board undertook a thorough review of the Company’s executive compensation program to determine how best to respond to shareholders
Slide 6: Responsive Compensation Program Changes
RESPONSIVE COMPENSATION PROGRAM CHANGES performance unit program Used negative discretion to pay 0% on 2016 CEO “individual too large and adding other companies to provide greater revenue - 7 - 2017 IN-SEASON SHAREHOLDER OUTREACH – SUPPLEMENTAL MATERIALS TOPIC WHAT WE HEARD FROM SHAREHOLDERSWHAT WE
Slide 7: Executive Compensation Philosophy – Pay for Performance
EXECUTIVE COMPENSATION PHILOSOPHY – PAY FOR PERFORMANCE CEO 2016 Target Compensation CEO 2017 Target Compensation Fixed Fixed 14% 14% At-Risk 17% 17% At-Risk At-Risk & Variable 86% At-Risk & Variable 86% 21% Variable Variable 27% 42% * Only Restricted Stock/Units in 2017 48% - 8 - 2017 IN-SEASON SHA
Slide 8: Compensation Program Overview 2016 & 2017
COMPENSATION PROGRAM OVERVIEW | 2016 & 2017 2016 ELEMENT COMPONENT METRICS 2017 ELEMENT COMPONENT METRICS Salary 85% pre-tax earnings 85% pre-tax earnings Performance performance modifier 70% performance Incentive stock options to - 9 - 2017 IN-SEASON SHAREHOLDER OUTREACH – SUPPLEMENTAL MATERIALS Lo
Slide 9: Strong Pay for Performance Alignment
STRONG PAY FOR PERFORMANCE ALIGNMENT *As reported in Summary Compensation Table, excluding change in pension value - 10 - 2017 IN-SEASON SHAREHOLDER OUTREACH – SUPPLEMENTAL MATERIALS $10,093,703CashEquity $7,791,339 2015 2016 23% decrease in CEO pay Year-Over-Year Change in CEO Pay* CEO 3-Year Targe
Slide 10: Strong Compensation Governance Practices
STRONG COMPENSATION GOVERNANCE PRACTICES unearned performance shares stock options (6x base salary for CEO) No excessive or unnecessary perquisites Company stock for grants in 2017 and beyond consultant for 2016 - 11 - 2017 IN-SEASON SHAREHOLDER OUTREACH – SUPPLEMENTAL MATERIALS What We Do Not Do No
Slide 11: Highly Experienced, Independent Board
HIGHLY EXPERIENCED, INDEPENDENT BOARD BLAKE KRUEGER Chairman, CEO, DAVID KOLLAT Lead Independent JEFFREY BOROMISA Retired EVP, Kellogg Int; President, Latin America and SVP, Kellogg Co GINA BOSWELL EVP and General Manager, Unilever UK & Ireland ROXANE DIVOL EVP, General Manager Website Security, Sym
Slide 12: 2017 IN-SEASON SHAREHOLDER OUTREACH – SUPPLEMENTAL MATERIALS
2017 IN-SEASON SHAREHOLDER OUTREACH – SUPPLEMENTAL MATERIALS
Slide 13: Wolverine Worldwide
WOLVERINE ide worldw Ww