Psu Metrics Clause Samples
The "PSU Metrics" clause defines the specific performance criteria or benchmarks that must be met for Performance Share Units (PSUs) to vest or be earned under an incentive plan. Typically, these metrics are tied to financial, operational, or strategic goals such as revenue growth, earnings per share, or return on equity, and are measured over a set performance period. By clearly outlining the standards for PSU achievement, this clause ensures transparency and fairness in how awards are granted, aligning employee incentives with company objectives and providing a measurable basis for performance-based compensation.
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Psu Metrics a. The “Performance Period” for this PSU Award is the 36-month period beginning January 1, 2019, and ending on December 31, 2021. Vesting and payout of your PSU Award is based upon the level of achievement of the Performance Goals that have been set by the Management Development and Compensation Committee of the Board of Directors of the Company (the “Committee”). The Performance Goals set by the Committee for your PSU Awards are described in paragraph 3 below. b. The performance measure selected by the Committee to serve as the Performance Goal for half (50%) of your Target PSU Award is Adjusted Free Cash Flow (defined in paragraph 2.c. below). The performance measure selected by the Committee to serve as the Performance Goal for the other half (50%) of your Target PSU Award is Total Shareholder Return Relative to the S&P 500, or “TSR” (as defined in paragraph 2.d. below). To determine the payout (if any) under your PSU Award, the Committee will determine the level of the Performance Goal reached (“Achievement”) and the corresponding payout percentage applicable to each half of your Target PSU Award under paragraph 3 below. The Committee’s determinations, and the related calculations, including the calculation of Adjusted Free Cash Flow and TSR, are made by, and in the sole discretion of, the Committee, and are final and not subject to appeal. c. Adjusted Free Cash Flow is the cash flow provided by operating activities of WM for the Performance Period with the following adjustments: i. Capital expenditures are excluded; ii. Payments related to costs (including legal costs) associated with labor disruptions (e.g., strikes) and actual or potential multiemployer plan withdrawal liability(ies) are excluded as expenditures required as a result of past labor commitments combined with changing economic conditions of the present business climate; iii. Strategic acquisition, restructuring, transformation and reorganization costs are excluded in recognition of WM’s goals to increase customer and business base while minimizing operating costs; and iv. Cash proceeds from the divestiture of businesses and other assets are included. The Committee, solely in its discretion, is permitted to make other adjustments to reflect management’s performance consistent with maximizing shareholder value; provided that such other adjustments shall not reduce the Adjusted Free Cash Flow amount. d.
Psu Metrics a. The Performance Period for this PSU Award is the 36-month period beginning January 1, 2024, and ending on December 31, 2026. Vesting and payout of your PSU Award is based upon the level of achievement of the Performance Goals that have been set by the Committee. The Performance Goals set by the Committee for your PSU Awards are described in paragraph 3 below.
b. The performance measure selected by the Committee to serve as the Performance Goal for half (50%) of your Target PSU Award is Cash Flow Generation (as defined below). The performance measure selected by the Committee to serve as the Performance Goal for the other half (50%) of your Target PSU Award is Total Shareholder Return Relative to the S&P 500, or TSR (as defined below). To determine the payout (if any) under your PSU Award, the Committee will determine the level of the Performance Goal reached (“Achievement”) and the corresponding payout percentage applicable to each half of your Target PSU Award under paragraph 3 below. The Committee’s determinations, and the related calculations, including the calculation of Cash Flow Generation and TSR, are made by, and in the sole discretion of, the Committee, and are final and not subject to appeal.
Psu Metrics