Piers Marmion43 Mr. Marmion has served as our Chairman of the Board of Directors since December 2001 and our Chief Executive Officer since October 2001.Previously, Mr. Marmion served as Chief Operating Officer and President-International of Heidrick & Struggles Executive Search from August of 2000 until October 2001.From 1990 to 1997, Mr. Marmion was employed with Spencer Stuart & Associates as Managing Director-Selector Europe and Managing Director, Spencer Stuart UK, and from 1994 to 2000 as the worldwide Chief Operating Officer and Head of Europe and Asia.
In December of 2001, the Board appointed Mr. Marmion
to replace Mr. Pittard.
...of the Board(1) Piers Marmion
, Anderson, Gardner and Sullivan pursuant to the 1998 Heidrick & Struggles GlobalShare Program I. A portion of the options were earned in 2000 but were granted on March 6, 2001. (5) This amount represents monies paid under Mr. Pittard's retirement agreement along with 2001 compensation for expenses relating to group term life insurance ($2,880). (6) For 2000, this amount represents compensation for expenses relating to group term life insurance ($2,880), employer profit sharing contributions ($7,993), employer 401(k) matching contributions ($2,000) and the total cash payout under the Heidrick & Struggles, Inc.
...For 1999, this amount represents compensation for expenses relating to group term life insurance ($2,880), employer profit sharing contributions ($7,496) and employer 401(k) matching contributions ($2,000). (7) Mr. Marmion joined us in August 2000 as Chief Operating Officer and President--International, Heidrick & Struggles Executive Search, and was elected Chief Executive Officer on October 1, 2001, and Chairman of the Board on December 21, 2001.
Salary, Bonus and Other Compensation for 2001 was calculated as of December 31, 2001 using an exchange rate of 1 British Pound Sterling to 1.4543 U.S. Dollars.
(8) This amount represents the amount of the loans forgiven for the years 2000 and 2001 pursuant to Mr. Marmion
's employment contract and a payment by us for National Insurance Contributions in connection with social charges related to the loan forgiveness. (9) This amount represents the dollar value of restricted stock units awarded to Mr. Marmion under the 1998 Heidrick & Struggles GlobalShare Program I. The dollar value reflected in the table is based on the fair market value (as determined in accordance with the 1998 Heidrick & Struggles GlobalShare Program I) of our common stock on December 31, 2001.The 150,000 restricted stock units awarded will vest at the rate of one-third per year commencing on January 2, 2003, and will vest immediately upon a change in control of HEIDRICK & STRUGGLES INTERNATIONAL INC.
(10) This amount represents the dollar value of restricted stock units awarded to Mr. Marmion
pursuant to his
employment agreement.The dollar value reflected in the table is based on the fair market value (as determined in accordance with the 1998 Heidrick & Struggles GlobalShare Program I) of our common stock on August 25, 2000.The 50,000 restricted stock units awarded will all vest on the third anniversary of the date of grant and will vest immediately upon a change in control of HEIDRICK & STRUGGLES INTERNATIONAL INC.
(11) For 2001, this amount represents compensation for expenses relating to pension ($13,350), health insurance benefits ($1,558), and life insurance ($470).
, Anderson, Gardner and Sullivan held 200,000, 75,000, 5,492, and 7,190 restricted stock units, respectively, with a value as of that date of $3,630,000, $1,361,250, $99,680 and $130,499, respectively.
.In connection with his
appointment as Chief Executive Officer, we entered into a new three-year employment agreement with Mr. Marmion
effective January 1, 2002.The 2002 agreement provides for Mr. Marmion
to receive a base salary of $650,000 and to participate, pursuant to the 1998 Heidrick & Struggles GlobalShare Program I, as amended ("GSP"), in the Performance Share Program ("PSP"), annual Management Incentive Plan ("MIP"), and Management Stock Option Plan ("MSOP") at the levels determined by the Compensation Committee of the Board of Directors
.Under the 2002 agreement, if Mr. Marmion's employment is terminated without cause, if he
resigns for "good reason," or if his
employment terminates at the expiration of the agreement without renewal, we will pay him an amount equal to one year of base salary and target bonus in accordance with our severance plan for top management and we will pay his
target bonus pro rated for the number of months he
was employed in the year of termination or expiration.The 2002 agreement supersedes the agreement signed by Mr. Marmion
for a term of four and one half years when he
joined us in August of 2000.In entering into the 2002 agreement, Mr. Marmion
rights under the 2000 agreement that required us to pay him a minimum annual base compensation of (Pounds)428,000 ($622,440) and bonus of (Pounds)658,675 ($957,911) for each of 2001, 2002 and 2003. (Dollar amounts relating to the 2000 agreement are calculated as of December 31, 2001, using an exchange rate of 1 British Pound Sterling to 1.4543 U.S. Dollars.) In 2000 and 2001, we loaned Mr. Marmion
an aggregate of (Pounds)1,317,350 ($1,915,822) on an interest-free basis payable by Mr. Marmion
on January 31, 2005.Pursuant to his
2000 agreement, we have forgiven (Pounds)294,824 ($383,165) through December 31, 2001, and we will forgive the entire principal amount of the loan over the period ending January 31, 2005, if Mr. Marmion
is in our employ on the applicable forgiveness dates and immediately in the event we terminate his
employment without cause or he
resigns for good reason.In the event Mr. Marmion
resigns without good reason or we terminate Mr. Marmion's employment for cause, he
is required to repay the entire outstanding principal amount of the loan immediately. In December 2001, we awarded Mr. Marmion
150,000 restricted stock units which vest over a three-year period commencing January 2, 2003 provided he
is in our employ on the vesting dates.In March of 2002, we granted Mr. Marmion options to purchase 100,000 shares of our common stock at $18.40 per share pursuant to the MSOP and 50,000 performance share units pursuant to the PSP, both of which are maintained under our amended GSP, subject to stockholder approval.
...Mr. Marmion became our Chief Executive Officer on October 1, 2001, having served as the Chief Operating Officer and President--International of our executive search division since joining us in August 2000.
In 2001, we paid Mr. Marmion
a base salary of (Pounds)443,728 ($645,313) before deducting (Pounds)47,188 ($68,626) of National Insurance Contributions required to be paid by him in accordance with his
2000 contract.Although under his
2000 contract Mr. Marmion
was entitled to a guaranteed bonus of approximately (Pounds)658,675 ($957,911) for 2001, with his
consent, we paid him approximately 44% of his
target bonus of $1.2 million or $522,294.This percentage was slightly lower than the 50% of target paid to managers generally.We also forgave (Pounds)263,471 ($383,165) of the loan made to Mr. Marmion
in August of 2000 pursuant to his
2000 contract. (Dollar amounts relating to the 2000 agreement are calculated as of December 31, 2001, using an exchange rate of 1 British Pound Sterling to 1.4543 U.S. Dollars).In recognition of Mr. Marmion's waiver of his
rights to guaranteed base and bonus compensation pursuant to his
2000 contract, we awarded to him in December of 2001 150,000 restricted stock units which vest at the rate of 50,000 per year commencing in January 2003.For 2002, we set Mr. Marmion's level of participation in the MIP
at a target of 100% of base salary ($650,000) and in the MSOP and the PSP at 100,000 options and 50,000 units, respectively, taking into account the scope and responsibility of his
position, industry competitive data in executive search companies, his
past salary and his
individual performance including leadership and organization development and investor relations. Policy with respect to the $1 million deduction limit.Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits the tax deductibility of annual compensation paid to our five most highly compensated executive officers to $1 million, unless certain requirements are met.The Subcommittee of the Compensation Committee is obligated to recognize and reward performance which increases stockholder value.The Subcommittee believes that if the stockholders approve the amendment and restatement of the GSP at the Annual Meeting of Stockholders, payments to these executives will meet the requirements for deductibility pursuant to Section 162(m) but the Compensation Committee
will exercise its discretion in determining whether or not to conform compensation plans and awards payable to these executive officers to the deductibility requirements of Section 162(m). THE COMPENSATION COMMITTEE
...Piers Marmion (CEO)
...Pursuant to the respective employment agreements, we loaned on an interest free basis an aggregate of (Pounds)658,675 ($957,911) to Mr. Marmion on each of September 30, 2000 and June 30,