UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ý | ||
Filed by a Party other than the Registrant o |
||
Check the appropriate box: |
||
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
ý |
|
Definitive Proxy Statement |
o |
|
Definitive Additional Materials |
o |
|
Soliciting Material under § 240.14a-12 |
CORELOGIC, INC. | ||||
(Name of Registrant as Specified In Its Charter) |
||||
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant) |
||||
Payment of filing fee (Check the appropriate box): |
||||
ý |
|
No fee required |
||
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
||
| (1) | | Title of each class of securities to which transaction applies: |
|
| (2) | | Aggregate number of securities to which transaction applies: |
|
| (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
|
| (4) | | Proposed maximum aggregate value of transaction: |
|
| (5) | | Total fee paid: |
|
o |
|
Fee paid previously with preliminary materials. |
||
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing fee for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
||
|
(1) |
|
Amount previously paid: |
|
| (2) | | Form, Schedule or Registration Statement No.: |
|
| (3) | | Filing Party: |
|
| (4) | | Date Filed: |
Powering the Global Real Estate Economy |
Information is at the core of every smart business decision, driving strategy, solutions, growth and ultimately success. CoreLogic is the company financial services organizations, real estate professionals and insurance carriers turn to for unique perspective that directs action to help solve their toughest business challenges.
At CoreLogic, our mission is to empower our clients to make smarter decisions through data-driven insights. As the leading global property information, analytics and data-enabled solutions provider, our vision is to deliver unique property-level insights that power the global real estate economy. To achieve this vision, we collaborate with each other, putting clients first, focusing on finding better ways to meet their needs, demonstrating ownership through initiative, accountability, respect, trust, and transparency.
Working together, our goal is to deliver business value to those we serve. Our industry experts address client challenges with insight, acting rapidly to present innovative, cost-effective solutions. And as a single, trusted source, we are committed to making the experience of doing business with CoreLogic as easy as possible.
March 18, 2016
Dear Fellow Stockholders,
You are cordially invited to attend our annual meeting of stockholders at 2:00 p.m. Pacific time on Wednesday, April 27, 2016, at the executive offices of CoreLogic, Inc., located at 40 Pacifica, Irvine, California 92618. We have included a map and directions to our executive offices on the inside back cover of this proxy statement for your convenience.
Details regarding admission to the meeting and the business to be conducted are described in the accompanying notice of annual meeting and proxy statement. We have also made available a copy of our 2015 Annual Report to Stockholders with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.
As in prior years, we have elected to provide access to our proxy materials over the Internet by mailing our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"). The Notice provides information on how stockholders can obtain paper copies of our proxy materials if they so choose. This method expedites the receipt of your proxy materials, lowers the costs of our annual meeting and supports conservation of natural resources. If you would like more information, please see the Questions and Answers section of this proxy statement.
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to vote via the Internet, by telephone or by mail as soon as possible to ensure that your vote is counted. We look forward to seeing you at the meeting.
Thank you very much for your continued interest in CoreLogic.
Paul F. Folino | | Anand Nallathambi |
|
| |
Chairman of the Board |
|
President and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 27, 2016
The annual meeting of stockholders of CoreLogic, Inc., a Delaware corporation (the "Company"), will be held at 2:00 p.m. Pacific time on Wednesday, April 27, 2016, at the executive offices of CoreLogic, Inc., located at 40 Pacifica, Irvine, California 92618, for the following purposes:
Only stockholders of record at the close of business on March 1, 2016 are entitled to notice of the annual meeting and an opportunity to vote at the annual meeting.
If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:
ALLIANCE ADVISORS, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Stockholders May Call Toll-Free: 855-325-6671
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to cast your vote and submit your proxy as soon as possible by one of the methods below to ensure that your vote is counted:
Registered stockholders. You may authorize your proxy:
Beneficial stockholders. If your shares are held by a broker, bank or other nominee, please follow the instructions they send to you regarding how your shares are to be voted at the annual meeting.
Stockholders may also vote in person at the annual meeting. If you are a registered stockholder (that is, you hold your shares in your name as a holder of record with our transfer agent), you must present valid identification to vote at the meeting. If your shares are held by a broker, bank, or other nominee, you will also need to obtain a "legal proxy" from the holder of record to vote at the meeting. For specific instructions, please refer to the Questions and Answers section at the end of the proxy statement and the instructions on the proxy card or Notice of Internet Availability of Proxy Materials you receive.
Stergios Theologides
Senior
Vice President, General Counsel
and Secretary
Irvine,
California
March 18, 2016
Table of Contents |
PROXY STATEMENT
Solicitation of Proxies by the Board of Directors
The board of directors (the "Board" or the "Board of Directors") of CoreLogic, Inc., a Delaware corporation ("CoreLogic," the "Company," "we," or "us"), is soliciting proxies from holders of our shares of common stock for use at the annual meeting of stockholders. This proxy statement and form of proxy are first being sent or made available to our stockholders on or about March 18, 2016.
If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:
ALLIANCE ADVISORS, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Stockholders May Call Toll-Free: 855-325-6671
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the annual meeting of stockholders, we encourage you to cast your vote and submit your proxy as soon as possible by one of the methods below to ensure that your vote is counted.
Registered stockholders. You may authorize your proxy:
Beneficial stockholders. If your shares are held by a broker, bank or other nominee, please follow the instructions they send to you regarding how your shares are to be voted at the annual meeting.
Stockholders may also vote in person at the annual meeting. If you are a registered stockholder (that is, you hold your shares in your name as a holder of record with our transfer agent), you must present valid identification to vote at the meeting. If your shares are held by a broker, bank, or other nominee, you will also need to obtain a "legal proxy" from the holder of record to vote at the meeting. For specific instructions, please refer to the Questions and Answers section at the end of this proxy statement and the instructions on the proxy card or Notice of Internet Availability of Proxy Materials (the "Notice") you receive.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 27, 2016
Our Notice of Annual Meeting of Stockholders, 2016 Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2015 are available at www.viewproxy.com/corelogic/2016. You are encouraged to access and review all of the important information contained in our proxy materials before voting.
1
PROXY STATEMENT SUMMARY |
This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider prior to casting your vote at the 2016 Annual Meeting of Stockholders (the "Annual Meeting") and you should read the entire proxy statement carefully before voting.
Annual Meeting Information
|
| |
| |
| |
---|---|---|---|---|---|---|
| | | | | | |
| Time | | Location | | | |
| | | | | | |
| 2:00 pm (Pacific time) on | | Executive Offices of CoreLogic, Inc. | | ||
|
April 27, 2016 |
|
40 Pacifica |
|
||
|
Doors open at 1:45 p.m. Pacific time |
|
Irvine, CA 92618 |
|
||
| | | | | | |
| | | ||||
INTERNET |
|
PHONE |
|
|
IN PERSON |
|
Follow the instructions provided in the Notice or voting instruction form you received. | | Follow the instructions provided in the separate proxy card or voting instruction form you received. | | Send your completed and signed proxy card or voting instructions to the address on your proxy card or voting instruction form. | | Ballots will be provided to anyone who attends and wants to vote at the Annual Meeting. |
Annual Meeting Agenda and Voting Recommendations
|
| |
| |
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | |
| | | |
Proposal |
| |
Board Recommendation |
| |
Page |
| |||||
| | | | | | | | | | | | | | | | |
| 1. | | | Election of the nine persons named in this proxy statement to serve on our board of directors until the next annual meeting and until their successors are duly elected and qualified | | | FOR | | | 8 | | |||||
| | | | | | | | | | | | | | | | |
|
2. |
|
|
Approval, on an advisory basis, of the compensation of our named executive officers |
|
|
FOR |
|
|
14 |
|
|||||
| | | | | | | | | | | | | | | | |
|
3. |
|
|
Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 |
|
|
FOR |
|
|
18 |
|
|||||
| | | | | | | | | | | | | | | | |
|
4. |
|
|
Transaction of such other business as may properly come before the meeting or any postponements or adjournments thereof |
|
|||||||||||
| | | | | | | | | | | | | | | | |
2
Highlights of 2015 Company Performance
2015 was a year of significant transformation for CoreLogic. Highlights of our key achievements include:
In June 2015, we celebrated our five-year anniversary as a stand-alone public company. For the period since our launch, through December 31, 2015, we delivered 80% in total stockholder return (TSR). Management focused on three strategic areas in 2015: growth and innovation, operational excellence and higher organizational and leadership effectiveness. As a result of the significant effort in these areas, we exceeded our financial targets and produced record results in revenue, adjusted EBITDA, adjusted EPS and free cash flow. TSR in 2015 was more than 7% while the S&P 500 and Russell 2000 both finished at -1% and -5%, respectively.
3
Board Nominees
The following table provides summary information about each director nominee. The Nominating and Corporate Governance Committee makes an annual recommendation to our Board as to whether the directors have the relevant skills and experience to oversee us and to stand for re-election. Our Board, following a recommendation from the Nominating and Corporate Governance Committee, has selected each of the director nominees below for election by our stockholders at the Annual Meeting. All of the directors possess strength of character, inquiring and independent minds, mature judgment and a deep commitment to our success.
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Name | | | Age | | |
Director Since |
| | Principal Occupation | | | AC | | | ASPC | | | CC | | | NCGC | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| J. David Chatham | | | | 65 | | | | 1989 | | | President and chief executive officer of Chatham Holdings Corporation and the Chatham family of real estate businesses | | | ✓ |
| | | | C | | | ✓ |
| |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Douglas C. Curling | | | | 61 | | | | 2012 | | | Principal and managing director of New Kent Capital LLC | | | | | ✓ |
| | | | ✓ |
| ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| John C. Dorman | | | | 65 | | | | 2012 | | | Former chairman of Online Resources Corporation | | | ✓ |
| | C | | | | | | ||||||||||||
| | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Paul F. Folino (Chairman of the Board) | | | | 71 | | | | 2011 | | | Former executive chairman of the board of directors of Emulex Corporation | | | ✓ |
| | ✓ |
| | ✓ |
| | ✓ |
| ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Anand Nallathambi | | | | 54 | | | | 2010 | | | President and Chief Executive Officer of CoreLogic, Inc. | | | | | ✓ |
| | | | | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Thomas C. O'Brien | | | | 62 | | | | 2008 | | | Former chief executive officer and president of Insurance Auto Auctions Inc. | | | | | | | ✓ |
| | C | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Jaynie Miller Studenmund | | | | 61 | | | | 2012 | | | Former chief operating officer of Overture Services, Inc. | | | | | | | ✓ |
| | | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| David F. Walker | | | | 62 | | | | 2010 | | | Chairman of the board of directors of Chico's FAS, Inc. | | | C | | | ✓ |
| | | | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Mary Lee Widener | | | | 77 | | | | 2006 | | | Former president and chief executive officer of Neighborhood Housing Services of America, Inc. | | | ✓ |
| | | | | | | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
C | | Chair |
AC |
|
Audit Committee |
|
Audit Committee Financial Expert |
|
ASPC |
|
Acquisition and Strategic Planning Committee |
CC |
|
Compensation Committee |
NCGC |
|
Nominating and Corporate Governance Committee |
4
Corporate Governance Highlights
Board Composition
Currently, all of our directors, other than our CEO, are independent, and our Audit, Compensation and Nominating and Corporate Governance Committees consist exclusively of independent directors.
Our Board is composed of directors with a wide range of views, ethnicities, ages, genders and backgrounds, which reflect the diversity and complexity of the businesses and markets in which we operate. As the following chart illustrates, all of our directors have served on other public company boards, 66% of our directors have been CEOs and all except for one have held C-suite positions, and 78% of our directors have deep industry experience in data analytics, financial services, or real estate, averaging 20 years of industry experience.
5
The following chart highlights that our Board composition also reflects a mix of tenure, which gives a balance of historical perspective and crucial understanding of the evolution of our business, with fresh perspectives and insights.
6
Governance Practices
The following table summarizes our good governance practices.
|
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|
| | | | | | | | |
| | Practice | | | | Description | | |
| | | | | | | | |
| | Board Accountability | | | | | | |
| | | | | | | | |
| Independent Chairman | | | The offices of Chief Executive Officer and Chairman are separate, and our Chairman is an independent director. This allows our Chief Executive Officer to focus primarily on his management responsibilities and the Chairman to oversee and manage the Board and its functions. Having an independent Chairman promotes the independence of our Board, provides appropriate oversight of management and ensures free and open discussion and communication among the non-management members of our Board. | | |||
| | | | | | | | |
| Director Overboarding Policy | | | Our Corporate Governance Guidelines provide that our directors may not serve on more than five public company boards (including our Board), and our Audit Committee members may not serve on more than three audit committees (including our audit committee) without prior Board approval. | | |||
| | | | | | | | |
| Annual Board and Committee Evaluations | | | To increase their effectiveness, the Board and each of its committees performs an annual self-evaluation under the direction of the Nominating and Corporate Governance Committee. | | |||
| | | | | | | | |
| Director Stock Ownership Guidelines and Equity Grants | | | All directors receive annual equity grants and must meet equity ownership requirements during their service with us. | | |||
| | | | | | | | |
| | Stockholder Rights | | | | | | |
| | | | | | | | |
|
Majority Voting Standard for Directors, with Director Resignation Policy |
|
|
Our Bylaws mandate that directors be elected under a "majority of votes cast" standard in uncontested elections, and our Corporate Governance Guidelines require each incumbent director to submit an irrevocable letter of resignation that becomes effective if he or she does not receive a majority of votes cast. |
|
|||
| | | | | | | | |
| Single Voting Class | | | We have only one class of voting securities. | | |||
| | | | | | | | |
| 10% Threshold for Special Meetings | | | Stockholders holding 10% of more of our outstanding stock have the right to call a special meeting. | | |||
| | | | | | | | |
| No Poison Pill | | | We do not have a stockholders rights plan, commonly known as a "poison pill," in place. | | |||
| | | | | | | | |
7
PROPOSAL 1. Election of Directors |
| | | | | | | | | | | | |
| | | | FOR | | | | |||||
| | | | | | | | | | | | |
| OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE DIRECTOR NOMINEES. UNLESS OTHERWISE SPECIFIED BY YOU IN THE PROXY YOU SUBMIT, THE PROXIES SOLICITED BY OUR BOARD WILL BE VOTED "FOR" THE ELECTION OF THESE NOMINEES. | | ||||||||||
| | | | | | | | | | | | |
Our Amended and Restated Bylaws (the "Bylaws") require that directors be elected annually, and our Amended and Restated Certificate of Incorporation provides that the Board shall consist of such number of directors as is determined from time to time exclusively by resolution adopted by the affirmative vote of a majority of the directors then in office. Pursuant to resolutions adopted by the Board, our Board consists of nine directors.
The Board has nominated the nine individuals set forth under " Nominees" below for election at the Annual Meeting, to serve until the 2017 annual meeting of stockholders and until the directors' respective successors are elected and qualified.
Voting Standard
Under our Bylaws, in an uncontested election, each director nominee will be elected to the Board to serve until the next annual meeting and as soon thereafter as their successors are duly elected and qualified, if the nominee receives a majority of votes cast (meaning the number of shares voted "for" a nominee must exceed the number of shares voted "against" such nominee) with respect to such director nominee's election. Under our Corporate Governance Guidelines, each nominee for director who was in office prior to the election (each, an "incumbent director") is required to submit to the Board an irrevocable letter of resignation from the Board and all committees thereof, which will become effective if the director does not receive a majority of votes cast and the Board determines to accept the resignation. The Nominating and Corporate Governance Committee will make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board will act on the recommendation of the Nominating and Corporate Governance Committee within 90 days from the date the election results are certified and thereafter promptly disclose its decision in a Current Report on Form 8-K. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will not be counted in determining the outcome of the election of the director nominees.
The majority voting standard does not apply, however, in a contested election, where the number of nominees for director exceeds the number of directors to be elected. In a contested election, directors are instead elected by a plurality of shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors (meaning that the number of director nominees who receive the highest number of shares voted "for" their election are elected). The election of directors at the Annual Meeting will not be contested and each director nominee must receive a majority of votes cast in order to be elected to the Board.
All of the director nominees listed below have consented to being named in this proxy statement and to serve as directors if elected. If any nominee should become unable or unwilling for good cause to serve as a director, the proxies will be voted for such substitute nominee(s) as shall be designated by our Board. Our Board currently has no knowledge that any of the nominees will be unable or unwilling to serve.
8
Nominees
Set forth below is information concerning each person nominated and recommended to be elected by our Board. All of the nominees currently serve as our directors and were previously elected to the present term of office by our stockholders.
See the section entitled "Security Ownership of Certain Beneficial Owners and Management" for information pertaining to stock ownership of the nominees. There are no family relationships among any of the nominees or any of our executive officers.
In addition, there were and are no arrangements or understandings between any director and any other person pursuant to which any director was or is to be selected as a director.
Biographical Descriptions
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Name | | | Age | | |
Director Since |
| | Biography | | | Other Board Service | |||||||
| | | | | | | | | | | | | | | | | | | | |
| J. David Chatham | | | 65 | | | 1989 | | |
Board Committees Audit Compensation (chair) Nominating and Corporate Governance Career Highlights Chatham Holdings Corporation and the Chatham family of real estate businesses, specializing in real estate development, building, brokerage, asset management, mortgage lending, valuation/appraisal and other associated industries President and Chief Executive Officer (1991-present) Qualifications Through his experience in the real estate arena, Mr. Chatham enhances our understanding of the mortgage and valuation and appraisal businesses as well as the residential and commercial real estate markets. |
| |
Prior Board Service First Advantage Corporation ("FADV"), a former NASDAQ-listed company and former subsidiary of ours, providing screening analytics and identity solutions (2003-2009) |
| ||||||
| | | | | | | | | | | | | | | | | | | | |
| Douglas C. Curling | | | 61 | | | 2012 | | | Board Committees | | | Public Boards | | ||||||
| | | | | | | Acquisition and Strategic Planning Nominating and Corporate Governance Career Highlights New Kent Capital LLC, family-run investment business Principal and Managing Director (2010-present) New Kent Consulting LLC, consulting business founded by Mr. Curling Principal (2010-present) ChoicePoint Inc., provider of identification and credential verification services, sold to Reed Elsevier President (2002-2008) Chief Operating Officer (1999-2008) Executive Vice President, Chief Financial Officer and Treasurer (1997-1999) Equifax, Inc., credit bureau Various financial roles (1989-1997) |
| |
Aaron's, Inc., a specialty retailer of furniture, consumer electronics, computers, appliances and home accessories Prior Board Service ChoicePoint Inc. (2000-2008) |
| |||||||||
| | | | | | | Qualifications | | | | ||||||||||
| | | | | | | In addition to his experience operating a data business, Mr. Curling provides insight on data monetization and growth strategies to our Board, in particular with respect to our businesses in the insurance industry. | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
9
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Name | | | Age | | |
Director Since |
| | Biography | | | Other Board Service | |||||||
| | | | | | | | | | | | | | | | | | | | |
| John C. Dorman | | | 65 | | | 2012 | | |
Board Committees Audit Acquisition and Strategic Planning (chair) Career Highlights Online Resources Corporation, a developer and supplier of electronic payment services, acquired by ACI Worldwide, Inc. Co-chairman (January 2010-June 2010) Interim chief executive officer (April 2010-June 2010) Digital Insight Corporation, a provider of software-as-a-service for online banking and bill payment for financial institutions, acquired by Intuit, Inc. Chief Executive Officer (1998-2003) Oracle Corporation, a provider of products and services addressing all aspects of corporate information technology Senior Vice President of the Global Financial Services Division (1997-1998) Treasury Services Corporation, a provider of modeling and analysis software for financial institutions Chief Executive Officer (1983-1997) Qualifications Mr. Dorman's prior experience as chief executive officer of a technology service provider during a period of rapid growth and expansion, and his current and prior board experience, enables him to provide insights into our operational, technology and growth strategies. |
| |
Private Boards DeepDyve, Inc., an online rental service for scientific and scholarly research loanDepot, LLC, a national non-bank lender serving consumers Prior Board Service Online Resources Corporation (2009-2013) Digital Insight Corporation, (1998-2007) Treasury Services Corporation (1983-1997) |
| ||||||
| | | | | | | | | | | | | | | | | | | | |
| Paul F. Folino (Chairman of the Board) | | | 71 | | | 2011 | | |
Board Committees Audit Acquisition and Strategic Planning Compensation Nominating and Corporate Governance Career Highlights Emulex Corporation, an information technology product manufacturer specializing in servers, network and storage devices for data centers Executive Chairman (2006-2011) Chairman (2002-2006) Chief Executive Officer (1993-2002) Qualifications Mr. Folino brings significant expertise regarding information technology and intellectual property. With his extensive experience as a director of publicly-traded companies and strong executive background, Mr. Folino provides valued input on a variety of leadership, strategy, corporate governance and organizational matters. |
| |
Public Boards Microsemi Corporation, a provider of semiconductor solutions Lantronix, Inc., a provider of device networking and remote access products for remote IT management Private Boards Commercial Bank of California, a full-service FDIC-insured community bank Non-Profit Boards California State University, Fullerton, Philanthropic Foundation Discovery Science Center, a science education organization Prior Board Service Emulex Corporation (1993-2011) |
| ||||||
| | | | | | | | | | | | | | | | | | | | |
10
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Name | | | Age | | |
Director Since |
| | Biography | | | Other Board Service | |||||||
| | | | | | | | | | | | | | | | | | | | |
| Anand Nallathambi | | | 54 | | | 2010 | | |
Board Committees Acquisition and Strategic Planning Career Highlights CoreLogic, Inc. President and Chief Executive Officer (2010-present) President and Chief Operating Officer of the information solutions group of our predecessor, The First American Corporation ("FAC") (2009 until the spin-off of our financial services business, First American Financial Corporation, in June 2010 (the "Separation")) FADV Chief Executive Officer (2007-2009) President (2005-2007) FAC (1996-1998) President, Credit Information Group President, First American Appraisal Services Qualifications Mr. Nallathambi has worked with us in various capacities for nearly 25 years and brings unique insight into our management practices. He has a deep understanding of our history and culture. Respected for his vision in the consumer data industry and his leadership as former chairman of the Consumer Data Industry Association, Mr. Nallathambi's strategic perspectives on combining property and consumer information have helped drive our innovative product development initiatives. Additionally, Mr. Nallathambi's position as our President and Chief Executive Officer gives him in-depth knowledge of our operations, strategy, financial condition and competitive position, as well as extensive experience with our technology, design and product execution. |
| |
Prior Board Service FADV (2007-2009) |
| ||||||
| | | | | | | | | | | | | | | | | | | | |
| Thomas C. O'Brien | | | 62 | | | 2008 | | |
Board Committees Compensation Nominating and Corporate Governance (chair) Career Highlights Insurance Auto Auctions Inc., a provider of specialized services for automobile insurance Chief Executive Officer (2000-2014) Qualifications As a result of his experience as a chief executive officer, Mr. O'Brien provides valued insight into corporate governance and our management practices, in particular with respect to the relationship between performance and compensation. |
| |
Public Boards Fenix Parts, Inc., a recycler and reseller of automotive parts Prior Board Service Insurance Auto Auctions Inc. (2000-2014) KAR Auction Services, Inc., a provider of vehicle auction services in North America (2007-2014) |
| ||||||
| | | | | | | | | | | | | | | | | | | | |
11
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Name | | | Age | | |
Director Since |
| | Biography | | | Other Board Service | |||||||
| | | | | | | | | | | | | | | | | | | | |
| Jaynie Miller Studenmund | | | 61 | | | 2012 | | |
Board Committees Compensation Career Highlights Overture Services, Inc., the creator of paid search advertising, acquired by Yahoo, Inc. Chief Operating Officer (2001-2004) PayMyBills.com, an online bill management company President and Chief Operating Officer (1999-2001) Great Western Bank and Home Savings Bank, now part of JPMorgan Chase Roles including Executive Vice President and Head of Retail Banking (1995-1997) First Interstate Bank, now part of Wells Fargo Roles including Executive Vice President, Head of Retail Banking and Chief Marketing Officer (1984-1995) Qualifications Ms. Studenmund has more than 35 years of executive management and operational experience across a diverse group of businesses in financial services and the online media and communications sector. She is also a seasoned director, having guided the growth and development of several technology and internet companies, including aQuantive, a digital marketing and ad serving company, and MarketTools, a market research and analytics company. |
| |
Public Boards LifeLock, Inc., an identity theft protection company Pinnacle Entertainment, Inc., an owner, operator and developer of casinos and related hospitality and entertainment facilities Western Asset, a major fixed income fund (director for several public as well as other funds) Private Boards Forest Lawn Memorial Parks, an industry-leading memorial parks provider Non-Profit Boards Huntington Memorial Hospital, a regional teaching hospital Prior Board Service Orbitz Worldwide, Inc., an online travel company (2007-2014) aQuantive, Inc., a digital marketing services and technology company (2004-2007) MarketTools, Inc., provider of software and services for enterprise feedback management and market research (2010-2012) |
| ||||||
| | | | | | | | | | | | | | | | | | | | |
| David F. Walker | | | 62 | | | 2010 | | |
Board Committees Audit (chair) Acquisition and Strategic Planning Career Highlights Chairman of the Board, Chico's FAS, Inc. University of South Florida in St. Petersburg Director of Program of Accountancy (2002-2009) Arthur Andersen LLP Partner (1986-2002) Leader of firm's assurance and business advisory practice for Florida Caribbean Region (1999-2002) Qualifications Mr. Walker's extensive experience in public accounting as a CPA and certified fraud examiner and on corporate boards, including as chairman of the board of Chico's and a past and present chair of other audit committees, together with his role as an NACD Board Leadership Fellow, contribute to the Board's oversight of our financial reporting, controls and risk management. |
| |
Public Boards Chico's FAS, Inc. (chair), a womens' clothing retailer CommVault Systems, Inc., a data management software company Prior Board Service Technology Research Corporation, Inc., an electrical safety products company (2004-2011) FADV (2003-2009) Paradyne Networks, Inc., a provider of broadband voice, data and video network access solutions (2003-2005) |
| ||||||
| | | | | | | | | | | | | | | | | | | | |
12
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Name | | | Age | | |
Director Since |
| | Biography | | | Other Board Service | |||||||
| | | | | | | | | | | | | | | | | | | | |
| Mary Lee Widener | | | 77 | | | 2006 | | |
Board Committees Audit Career Highlights Neighborhood Housing Services of America, Inc., a non-profit housing agency President and Chief Executive Officer (1974-2009) Community investment consultant, instrumental in the development of a degree program in support of the community development field at the University of San Francisco College of Professional Studies Qualifications Given her extensive experience with organizations dedicated to revitalizing neighborhoods and increasing homeownership opportunities, Ms. Widener brings to our Board a valuable perspective on housing policy and a strong understanding of the opportunities we have to improve home ownership in underserved communities and the challenges residents face in purchasing homes in those communities. |
| |
Prior Board Service The PMI Group, Inc., a private mortgage insurer (1995-2013) Federal Home Loan Bank of San Francisco (chairman), a cooperative, wholesale bank helping to meet community credit needs (1994-2004) |
| ||||||
| | | | | | | | | | | | | | | | | | | | |
13
PROPOSAL 2. Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers |
| | | | | | | | | | | | |
| | | | FOR | | | | |||||
| | | | | | | | | | | | |
| OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE SEC'S EXECUTIVE COMPENSATION DISCLOSURE RULES. UNLESS OTHERWISE SPECIFIED BY YOU IN THE PROXY YOU SUBMIT, THE PROXIES SOLICITED BY OUR BOARD WILL BE VOTED "FOR" THIS PROPOSAL. | | ||||||||||
| | | | | | | | | | | | |
We are providing our stockholders with the opportunity to cast a non-binding vote to approve, on an advisory basis, the compensation of our named executive officers, or NEOs, as disclosed pursuant to the SEC's executive compensation disclosure rules and set forth in this proxy statement (including in the compensation tables and narratives accompanying those tables as well as in the Compensation Discussion and Analysis section below).
As described more fully in the Compensation Discussion and Analysis section below, the Board believes that our long-term success depends in large measure on the talents of our employees. Our executive compensation program is based on pay for performance. We believe that our executive compensation programs have provided effective incentives for strong results by appropriately aligning pay and performance. Other aspects of our philosophy include:
14
| | | | | | | | | | |
| |
HIGHLIGHTS OF OUR EXECUTIVE COMPENSATION PRACTICES |
| |||||||
| | | | | ||||||
| | What We Do | | What We Don't Do | | |||||
| | | | | ||||||
| ✓ |
|
Review total compensation relative to |
| ✗ |
|
Incentivize participants to take excessive |
|
| |
| | | | | ||||||
| | ✓ |
| Tie annual incentive awards to achievement of multiple targeted stretch financial and operating goals |
| ✗ |
| Award discretionary bonuses to our executive officers |
| |
| | | | | ||||||
| | ✓ |
| Tie 50% of long-term compensation to achievement of stretch EPS targets and total stockholder return (TSR) relative to our peers |
| ✗ |
| Allow margining, derivative, or speculative transactions, such as hedges, pledges, and margin accounts, by executive officers |
| |
| | | | | ||||||
| | ✓ |
| Maintain robust stock ownership guidelines |
| ✗ |
| Provide excessive perquisites |
| |
| | | | | ||||||
| | ✓ |
| Maintain a clawback policy to recapture unearned incentive payments |
| ✗ |
| Provide excise tax gross-ups upon termination with a change in control or for other awards |
| |
| | | | | ||||||
| | ✓ |
| Use an independent compensation consultant retained directly by the Compensation Committee, in its sole discretion, who performs no consulting or other services for the Company's management |
| ✗ |
| Allow for repricing of stock options without stockholder approval |
| |
| | | | | ||||||
| | ✓ |
| Employ a double-trigger for accelerated vesting upon termination of employment following a change in control |
| ✗ |
| Pay "single-trigger" change-of-control cash payments or have "single-trigger" equity acceleration |
| |
| | | | | ||||||
| | ✓ |
| Assess annually potential risks relating to the Company's compensation policies and practices |
| | | | ||
| | | | | | | | | | |
15
Our 2015 compensation outcomes demonstrate our commitment to aligning pay and performance across the compensation spectrum, as outlined in the chart below.
| | | | | | | | |
| | Pay Element | | Overview | | 2015 Outcomes | | |
| | | | |||||
| | Base Salary | | Limited increases since 2011, generally provided when role expands |
| Provided targeted pay increases for Messrs. Sando and Theologides reflecting expanded responsibilities and market adjustments after years of no increases |
| |
| | | | |||||
| |
Incentive Compensation Plan (ICP) |
|
75% of ICP earned based on financial results to target, equally weighted between revenue, adjusted EBITDA, and free cash flow
25% of ICP based on assessment of performance on individual and team strategic objectives
No bonus paid for results below 80% of target; maximum award capped at 200% of target award for 120% of target performance |
| Exceeded goals for all metrics, including performance well above target levels for free cash flow
Strategic objective results varied by individual, with three of our four executive officers receiving ICP payouts in line with the Company's financial performance, and with the Senior Executive Vice President, Group Executive, RMW receiving a reduced award due to achievement of below target results in some lines of business which he managed
CEO bonus funding was 148% of target, reflecting strong financial and strategic performance during a year of market headwinds |
| |
| | | | |||||
| |
Long-Term Incentive (LTI) Plan |
| Pay for sustained performance
Most heavily weighted element of executive compensation program
50% of annual award is granted in the form of performance-based restricted stock units (PBRSUs) with adjusted EPS and relative TSR measures
3-year performance period for each annual PBRSU grant
50% of annual award is granted in time-vested RSUs, which provides stockholder alignment and retention value |
|
Results were below the targeted EPS levels for the 2013-2015 PBRSU cycle; less than 50% of targeted awards were earned
Strong 2015 EPS performance allowed for above targeted shares to be banked for the 2014 and 2015 grant cycles
Below top quartile peer group TSR results reduced the number of shares banked below maximum for the 2015-2017 cycle |
|
|
| | | | | | | | |
As required by Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC, the Board of Directors requests your advisory vote to approve the following resolution at the Annual Meeting:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby APPROVED."
This proposal to approve the compensation paid to our NEOs is advisory only and will not be binding upon us or the Board of Directors, and will not be construed as overruling a decision by us or the Board of Directors or creating or implying any additional fiduciary duty for us or our Board of Directors. However, the Compensation Committee, which is responsible for designing and administering our executive
16
compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when considering future executive compensation arrangements.
Our current policy is to provide stockholders with an annual opportunity to approve the compensation of the NEOs. It is expected that we will include an advisory vote on executive compensation on an annual basis at least until the next stockholder advisory vote on the frequency of such votes.
Approval, on an advisory basis, of the compensation of our NEOs requires the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved). Abstentions will have the same effect as a vote "against" this proposal, and broker-non votes will not be counted in determining the outcome of this proposal.
17
PROPOSAL 3. Ratification of the Selection of the Independent Auditor |
| | | | | | | | | | | | |
| | | | FOR | | | | | ||||
| | | | | | | | | | | | |
| OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE SELECTION OF PwC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. UNLESS OTHERWISE SPECIFIED BY YOU IN THE PROXY YOU SUBMIT, THE PROXIES SOLICITED BY OUR BOARD WILL BE VOTED "FOR" THIS PROPOSAL. | | ||||||||||
| | | | | | | | | | | | |
The Audit Committee of the Board of Directors (the "Audit Committee") has selected PricewaterhouseCoopers LLP ("PwC") to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2016. PwC has audited the historical consolidated financial statements of our Company or its predecessor, The First American Corporation, for all annual periods since 1954. Representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions.
Selection of our independent registered public accounting firm is not required to be submitted for stockholder approval by our Bylaws, but the Audit Committee is seeking ratification of its selection of PwC from our stockholders as a matter of good corporate governance. If the stockholders do not ratify this selection, the Audit Committee will reconsider its selection of PwC and will either continue to retain PwC or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders' best interests.
Ratification of the selection of PwC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016 requires the affirmative vote of the holders of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote on the proposal, a majority of them must be voted "for" the proposal for it to be approved). Abstentions will have the same effect as a vote "against" this proposal, and broker-non votes will not be counted in determining the outcome of this proposal.
18
Report of the Audit Committee |
The following report of the Audit Committee is not soliciting material, is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in such filing.
The Audit Committee consists of five non-management directors: Messrs. Walker, Chatham, Dorman and Folino and Ms. Widener. All of the members meet the independence and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Audit Committee has certain duties and powers as described in its written charter adopted by the Board of Directors. A copy of the charter can be found under "Investors-Corporate Governance-Highlights" on the Company's website at www.corelogic.com.
The Audit Committee reviews the Company's accounting policies and financial reporting and disclosure practices, system of internal controls, internal audit process and the process for monitoring compliance with laws, regulations and corporate policies. The Audit Committee has reviewed the Company's audited consolidated financial statements and discussed them with management, although the Audit Committee members are not auditors or certifiers of the Company's financial statements.
The Audit Committee has discussed with PwC, the Company's independent registered public accounting firm, the matters required to be discussed by applicable auditing standards. The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee, and has discussed with PwC its independence.
Based on the reviews and discussions noted above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and be filed with the U.S. Securities and Exchange Commission.
| Audit Committee | |
|
David F. Walker (Chairman) J. David Chatham John C. Dorman Paul F. Folino Mary Lee Widener |
19
Principal Accounting Fees and Services |
The aggregate fees billed for each of the last two fiscal years for professional services rendered by PwC, our principal independent registered public accounting firm, in the four categories of service set forth in the table below are as follows:
| | | | | | | | | | | | | ||
| Aggregate fees billed in year | | | 2015 | | | 2014 | | ||||||
| | | | | | | | | | | | | ||
| Audit Fees | | | 2,977,369 | | | $ | 2,867,599 | | |||||
| | | | | | | | | | | | | ||
| Audit-Related Fees (1) | | | 596,000 | | | 75,470 | | ||||||
| | | | | | | | | | | | | ||
| Tax Fees (2) | | | 48,305 | | | 42,107 | | ||||||
| | | | | | | | | | | | | ||
| All Other Fees (3) | | | 5,638 | | | 6,200 | | ||||||
| | | | | | | | | | | | | ||
| Total Fees | | | $ | 3,627,312 | | | 2,991,376 | | |||||
| | | | | | | | | | | | |
Policy on Audit Committee Pre-Approval of Audit and Nonaudit Services of Independent Auditor |
The Audit Committee's policy is to pre-approve all engagements of our independent registered public accounting firm for audit and nonaudit services. The Audit Committee's pre-approval policy identifies specific services and assigns pre-approved spending thresholds for each group of nonaudit services. This policy works in conjunction with our independent registered public accounting firm's annual audit services fee schedule, which is also approved by the Audit Committee. Any services not pre-approved or not covered by the policy or the audit services fee schedule are submitted to the Audit Committee's chairman, as the Audit Committee's designee, for review and approval and are subsequently ratified by the Audit Committee as appropriate.
All services provided by PwC during the fiscal years ended December 31, 2015 and 2014 were pre-approved by the Audit Committee or its designee.
20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Security Ownership of Certain Beneficial Owners |
The following table sets forth information regarding the ownership of our common stock as of March 1, 2016 by the persons or groups of stockholders who are known to us to be the beneficial owners of 5% or more of our shares of common stock. The information regarding beneficial owners of 5% or more of our shares of common stock is based solely on public filings made by such owners with the SEC.
| | | | | | | | | | | | |
|
| Name of Beneficial Owner |
| |
Amount and Nature of Beneficial Ownership |
| | Percent of Class | | |||
| | | | | | | | | | | | |
|
| T. Rowe Price Associates, Inc. (1) |
| | 9,873,586 | | | 11.2% | | |||
| | | | | | | | | | | | |
|
| The Vanguard Group (2) |
| | 6,089,206 | | | 6.9% | | |||
| | | | | | | | | | | | |
|
| BlackRock, Inc. (3) |
| | 5,966,547 | | | 6.8% | | |||
| | | | | | | | | | | | |
|
| The Bank of New York Mellon Corporation (4) |
| | 4,635,418 | | | 5.3% | | |||
| | | | | | | | | | | | |
Security Ownership of Management |
The following table sets forth the total number of shares of our common stock beneficially owned and the percentage of the shares so owned as of March 1, 2016 by:
21
Unless otherwise indicated in the notes following the table, the persons listed in the table below are the beneficial owners of the listed shares with sole voting and investment power (or, where applicable, shared power with such individual's spouse and subject to community property laws) over the shares listed. Shares vesting or subject to rights exercisable within 60 days after March 1, 2016 are treated as outstanding in determining the amount and percentage beneficially owned by a person or entity.
|
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | |
|
| Stockholders |
| |
Number of shares of Common Stock |
| |
Percent if greater than 1% |
| |||
| | | | | | | | | | | | |
|
| Directors |
| | | | | |||||
| | | | | | | | | | | | |
|
| J. David Chatham |
| | 36,683 | | | | | |||
| | | | | | | | | | | | |
|
| Douglas C. Curling |
| | 36,773 | | | | | |||
| | | | | | | | | | | | |
|
| John C. Dorman |
| | 26,773 | | | | | |||
| | | | | | | | | | | | |
|
| Paul F. Folino |
| | 10,712 | | | | | |||
| | | | | | | | | | | | |
|
| Anand Nallathambi |
| | 1,150,932 | | | 1.3% | | |||
| | | | | | | | | | | | |
|
| Thomas C. O'Brien |
| | 17,918 | | | | | |||
| | | | | | | | | | | | |
|
| Jaynie Miller Studenmund |
| | 24,671 | | | | | |||
| | | | | | | | | | | | |
|
| David F. Walker |
| | 34,355 | | | | | |||
| | | | | | | | | | | | |
|
| Mary Lee Widener |
| | 10,454 | | | | | |||
| | | | | | | | | | | | |
|
| NEOs who are not directors |
| | | | | |||||
| | | | | | | | | | | | |
|
| Frank D. Martell |
| | 379,189 | | | | | |||
| | | | | | | | | | | | |
|
| Barry M. Sando |
| | 343,637 | | | | | |||
| | | | | | | | | | | | |
|
| Stergios Theologides |
| | 134,207 | | | | | |||
| | | | | | | | | | | | |
|
| All directors and current executive officers as a group (12 persons) |
| | 2,206,303 | | | 2.5% | | |||
| | | | | | | | | | | | |
22
The shares set forth in the table above include shares that the following directors and NEOs, as well as directors and current executive officers as a group, have the right to acquire within 60 days of March 1, 2016 in the amounts set forth below:
|
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | |
|
| Stockholders |
| | Number of shares of Common Stock | | |
Percent if greater than 1% |
| |||
| | | | | | | | | | | | |
|
| J. David Chatham |
| | 3,402 | | | | | |||
| | | | | | | | | | | | |
|
| Douglas C. Curling |
| | 3,402 | | | | | |||
| | | | | | | | | | | | |
|
| John C. Dorman |
| | 3,402 | | | | | |||
| | | | | | | | | | | | |
|
| Paul F. Folino |
| | 3,402 | | | | | |||
| | | | | | | | | | | | |
|
| Anand Nallathambi |
| | 742,302 | | | | | |||
| | | | | | | | | | | | |
|
| Thomas C. O'Brien |
| | 3,402 | | | | | |||
| | | | | | | | | | | | |
|
| Jaynie Miller Studenmund |
| | 3,402 | | | | | |||
| | | | | | | | | | | | |
|
| David F. Walker |
| | 3,402 | | | | | |||
| | | | | | | | | | | | |
|
| Mary Lee Widener |
| | 3,402 | | | | | |||
| | | | | | | | | | | | |
|
| Frank D. Martell |
| | 243,315 | | | | | |||
| | | | | | | | | | | | |
|
| Barry M. Sando |
| | 199,238 | | | | | |||
| | | | | | | | | | | | |
|
| Stergios Theologides |
| | 109,627 | | | | | |||
| | | | | | | | | | | | |
|
| All directors and current executive officers as a group (12 persons) |
| | 1,321,698 | | | 1.5% | | |||
| | | | | | | | | | | | |
Securities Authorized for Issuance under Equity Compensation Plans |
We currently maintain two equity compensation plans: the CoreLogic, Inc. Amended and Restated 2011 Performance Incentive Plan ("2011 Plan") and the 2012 Employee Stock Purchase Plan ("2012 ESPP"). The 2006 Incentive Compensation Plan (the "2006 Plan") was terminated and replaced by the 2011 Plan. We currently have outstanding options under the 2006 Plan and the 2011 Plan. Each of the 2011 Plan, the 2012 ESPP and the 2006 Plan was approved by our stockholders.
23
The following table sets forth, for each of our equity compensation plans, the number of shares of common stock subject to outstanding awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2015.
|
| |
| |
| |
| |
| |
| |
| |
| |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | |
| | Plan category | | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights)(1) (a) |
| |
Weighted-average exercise price of outstanding options, warrants and rights(1)(4) (b) |
| |
Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))(1) (c) |
| ||||
| | | | | | | | | | | | | | | | |
| Equity compensation plans approved by stockholders | | | 3,819,476 (2)(3) | | | $20.79 (3) | | | 12,298,481 (4) | | |||||
| | | | | | | | | | | | | | | | |
| Equity compensation plans not approved by stockholders | | | 163,189 (5) | | | $22.38 | | | N/A | | |||||
| | | | | | | | | | | | | | | | |
| Total | | | 3,982,665 | | | $20.95 | | | 12,298,481 | | |||||
| | | | | | | | | | | | | | | | |
24
CORPORATE GOVERNANCE AND BOARD MATTERS |
Committees of the Board of Directors |
There are currently four standing committees of the Board: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Acquisition and Strategic Planning Committee. In addition to the four standing committees, the Board may approve, and has from time to time approved, the creation of special committees or subcommittees to act on behalf of the Board.
During 2015, each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee was determined by the Board to be independent, as defined in the corporate governance rules of the NYSE for listed companies and in accordance with the categorical standards of independence included in our Corporate Governance Guidelines as discussed below. The Board further determined that each member of the Audit Committee and the Compensation Committee met the additional independence standards applicable to those committees. Please see the section entitled "Independence of Directors" below for more information.
Audit Committee
We have a standing Audit Committee of the Board of Directors. The current members of the Audit Committee are Messrs. Walker (Chairman), Chatham, Dorman, Folino and Ms. Widener.
Our Board has determined that each of Messrs. Walker and Dorman is an "audit committee financial expert" within the meaning of the SEC's rules and regulations and that each member of our Audit Committee is "independent" under applicable SEC rules and the listing standards of the NYSE and is "financially literate" under the listing standards of the NYSE.
The functions performed by the Audit Committee include, but are not limited to:
25
During 2015, our Audit Committee met six times. The Audit Committee's charter is posted on the Investors section of our web site under Corporate Governance Highlights at www.corelogic.com.
The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters, and for the submission by our employees or third parties of concerns regarding questionable accounting or auditing matters or other ethics and compliance-related matters. Our 24-hour, toll-free hotline is available for the submission of such concerns or complaints at 1-888-632-5395 or concerns or complaints may also be reported online at https://corelogic.alertline.com. To the extent required by applicable law, individuals wishing to remain anonymous or to otherwise express their concerns or complaints confidentially are permitted to do so.
Compensation Committee
The current members of the Compensation Committee are Messrs. Chatham (Chairman), Folino, O'Brien and Ms. Studenmund.
In making its independence determination for each member of the Compensation Committee as described above, our Board considered whether the director has a relationship with us that is material to the director's ability to be independent from management in connection with the duties of a compensation committee member. In addition, our Board has determined that each of Messrs. Chatham, Folino, O'Brien and Ms. Studenmund is a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act and satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code (the "Code").
The functions of the Compensation Committee include, but are not limited to:
During 2015, the Compensation Committee met nine times. The Compensation Committee's charter is posted on the Investors section of our website under Corporate Governance Highlights at www.corelogic.com.
The Compensation Committee has the authority to delegate responsibilities to a subcommittee of one or more members of the Compensation Committee, who must regularly report on their activities to the Compensation Committee as a whole. In March 2015, the Board created a talent development subcommittee of the Compensation Committee to aid the Compensation Committee in fulfilling its responsibility for oversight of development and succession planning for key executives. Ms. Studenmund is the sole committee member. From January through June of 2015, the Compensation Committee retained Steven Hall & Partners ("Steven Hall") as its independent compensation consultant to advise on the
26
compensation of our executive officers and directors. From July through December of 2015, Pay Governance LLC ("Pay Governance") was retained as the Compensation Committee's independent compensation consultant. The Compensation Committee also seeks input from our Chief Executive Officer, Chief Operating and Financial Officer, Senior Vice President, Human Resources and General Counsel when making decisions regarding compensation matters. During 2015, Steven Hall attended four Compensation Committee meetings and Pay Governance attended three Compensation Committee meetings.
During 2015, Steven Hall provided:
During 2015, Pay Governance provided:
Neither Steven Hall nor Pay Governance performed any services for us and the Compensation Committee does not believe that the services performed by either Steven Hall or Pay Governance raised any conflict of interest. The Compensation Committee regularly evaluates the services provided by its independent compensation consultant.
In addition, the Company has engaged Mercer LLC ("Mercer") to provide certain compensation-related services on behalf of the Company and management. In 2015, Mercer assisted us with the selection of a peer group of companies, advised on industry best practices and emerging trends in executive compensation, prepared pay survey data, made recommendations on the structuring of compensation programs and advised on our public disclosures regarding executive compensation. In connection with its engagement, Mercer did not attend any meetings of the Compensation Committee in 2015. Mercer performed no services for the Compensation Committee.
Additional information concerning the executive compensation policies and objectives established by the Compensation Committee, the Compensation Committee's processes and procedures for consideration and determination of executive compensation, and the role of executive officers and our and the Compensation Committee's compensation consultants in determining executive compensation is included in the "Compensation Discussion and Analysis" section below. Additional information concerning the Compensation Committee's processes and procedures and consideration and determination of
27
non-employee director compensation is included in the section entitled "2015 Director Compensation Table" below.
Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Messrs. O'Brien (Chairman), Chatham, Curling and Folino.
The Nominating and Corporate Governance Committee is responsible for, among other items:
The Nominating and Corporate Governance Committee held three meetings during 2015. The Nominating and Corporate Governance Committee's charter is posted on the Investors section of our web site under Corporate Governance Highlights at www.corelogic.com.
The Nominating and Corporate Governance Committee has adopted procedures by which certain of our stockholders may recommend director nominees to the Board. In particular, the Nominating and Corporate Governance Committee has established a policy whereby it will accept and consider, in its discretion, director recommendations from any stockholder holding in excess of 5% of our outstanding common stock. Such recommendations must include the name and credentials of the recommended nominee and should be submitted to our Secretary at our address included in this proxy statement. The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders for election to our Board in the same manner and using the same criteria as used for any other director candidate (as described below). If the Nominating and Corporate Governance Committee determines that a stockholder-recommended candidate is suitable for membership on our Board, it will include the candidate in the pool of candidates to be considered for nomination upon the occurrence of the next vacancy on our Board or in connection with the next annual meeting of stockholders.
While the Nominating and Corporate Governance Committee has no specific minimum qualifications in evaluating a director candidate, it takes into account all factors it considers appropriate in identifying and evaluating candidates for membership on our Board, including some or all of the following: strength of character, an inquiring and independent mind, practical wisdom, mature judgment, career specialization, relevant industry experience, relevant technical skills, reputation in the community, diversity and the extent to which the candidate would fill a present need on the Board. The Nominating and Corporate Governance Committee makes recommendations to the full Board as to whether or not incumbent directors should stand for re-election. However, if we are legally required by contract or otherwise to provide third parties with the ability to nominate directors, the Nominating and Corporate Governance Committee may adjust its evaluation process for the designated candidates to reflect our contractual obligations with respect to their nomination. The Nominating and Corporate Governance Committee conducts all necessary and appropriate inquiries into the background and qualifications of possible candidates and may engage a search firm to assist in identifying potential candidates for nomination.
We do not have a formal policy for the consideration of diversity in identifying nominees for director. However, the Nominating and Corporate Governance Committee recognizes the benefits associated with a
28
diverse board and, as indicated above, considers diversity as a factor when identifying and evaluating candidates for membership on our Board. The Nominating and Corporate Governance Committee utilizes a broad conception of diversity, including professional and educational background, prior experience on other boards of directors (both public and private), political and social perspectives as well as race, gender and national origin. Utilizing these factors, and the factors described above, the Nominating and Corporate Governance Committee makes recommendations, as it deems appropriate, regarding the composition and size of the Board. The priorities and emphasis of the Nominating and Corporate Governance Committee and of the Board may change from time to time to take into account changes in business and other trends and the portfolio of skills and experience of current and prospective Board members.
Acquisition and Strategic Planning Committee
The current members of the Acquisition and Strategic Planning Committee are Messrs. Dorman (Chairman), Curling, Folino, Nallathambi and Walker. The Acquisition and Strategic Planning Committee has the authority to (i) oversee and approve certain investment, merger, acquisition and divestiture transactions proposed by our management which are below a certain size and which do not involve our equity and (ii) provide counsel to management's development of longer-term business and product strategies. The Acquisition and Strategic Planning Committee held one meeting during 2015. In March 2015, the Board created an insurance strategy subcommittee focused on overseeing our strategic plans in the insurance vertical. Mr. Curling is the sole member of this subcommittee and provides reports to the Acquisition and Strategic Planning Committee.
Independence of Directors |
Pursuant to the corporate governance rules of the NYSE for listed companies, a majority of the Board must be independent. A director will not qualify as independent unless the Board affirmatively determines that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). To assist in its determination of director independence, the Board has adopted categorical director independence standards, which are contained in our Corporate Governance Guidelines. The Corporate Governance Guidelines are available to stockholders on the Investors section of our web site under Corporate Governance Highlights at www.corelogic.com.
In accordance with the NYSE rules and our categorical director independence standards, the Board has affirmatively determined that each of Messrs. Chatham, Curling, Dorman, Folino, O'Brien and Walker, and Mses. Studenmund and Widener is "independent" as that term is defined in the corporate governance rules of the NYSE for listed companies. Mr. Nallathambi is considered an inside director because he is employed by us as a senior executive.
Board Leadership Structure; Meetings of Independent Directors |
The offices of Chief Executive Officer and Chairman are separate. Mr. Folino has served as Chairman of our Board since July 2014. Our Board believes that the separation of the offices of Chairman and Chief Executive Officer continues to be appropriate as it allows our Chief Executive Officer to focus primarily on his management responsibilities and the Chairman to oversee and manage the Board and its functions. Having an independent Chairman promotes the independence of our Board and provides appropriate oversight of management and ensures free and open discussion and communication among the non-management members of our Board. In 2015, the non-management directors met five times in executive session without management present. The Chairman chairs and coordinates the agenda for these executive sessions of the non-management directors.
Our Corporate Governance Guidelines provide that the Board shall annually elect a lead director by a majority vote of the independent directors unless the Chairperson of the Board is an independent director,
29
in which case the Chairperson of the Board will perform the functions of a lead director and no lead director shall be elected. Mr. Folino, an independent director, is the Chairman and, as a result, we do not currently have a lead director.
Risk Oversight |
To maximize long-term stockholder value, the Board's responsibilities in overseeing our businesses include oversight of our key risks and management's processes and controls to regulate them appropriately. Our management, in turn, is responsible for the day-to-day management of risk and implementation of appropriate risk management controls and procedures.
Although risk oversight permeates many elements of the work of the full Board and the committees, the Audit Committee has the most direct and systematic responsibility for overseeing risk management. The Audit Committee charter provides for a variety of regular and recurring responsibilities relating to risk, including:
In performing these functions, the Audit Committee regularly receives reports from management (including the Chief Executive Officer, the Chief Operating and Financial Officer, the Controller, the General Counsel and the Chief Compliance Officer) and internal auditors regarding our enterprise risk management program, compliance program, information security and business continuity programs, extraordinary claims and losses, and significant litigation.
Separately, the Compensation Committee oversees our compensation policies and practices and has assessed whether our compensation policies encourage excessive risk taking. The Compensation Committee has concluded that these policies and practices are not reasonably likely to have a material adverse effect on us. In arriving at that conclusion, the Compensation Committee considered, among other factors, the metrics used to determine variable compensation; the portion of variable compensation paid in equity, which is either time-vested or tied to the achievement of long-term Company objectives; the amount of compensation paid as sales commissions and the number of people to whom such compensation is paid; and controls, such as pricing limits, a recoupment policy and financial reconciliation processes for sales crediting, quality checks that we employ and the approval process for certain compensation-related activities.
30
Board Meetings and Attendance |
Our Board held seven meetings during 2015. Each director attended 75% or more of the total number of meetings of the Board and meetings of the committees (if any) on which the director served during his or her respective tenure on the Board. From time to time, our Board also acts by unanimous written consent as permitted by our Bylaws and the Delaware General Corporation Law.
Code of Ethics |
The Board has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of this code of ethics is posted on the Investors section of our web site under Corporate Governance Highlights at www.corelogic.com. The Board also has adopted a broader code of ethics and conduct, applying to all employees, officers and directors, which also has been posted under "Investors Corporate Governance Highlights" on the web site at the address stated above. If we waive or amend any provisions of these codes of ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer, or controller and persons performing similar functions, we will disclose such waivers or amendments on our web site, at the address and location specified above, to the extent required by applicable SEC and NYSE Rules.
Corporate Governance Guidelines |
The Board has adopted Corporate Governance Guidelines which have been posted on the Investors section of our web site under Corporate Governance Highlights at www.corelogic.com. In addition to stating the standards that the Board applies in determining whether or not its members are independent, these guidelines state the qualifications and responsibilities of our directors and describe fundamental aspects of our Board and certain of its committees.
Director Overboarding Policy |
Our Corporate Governance Guidelines provide that our directors may not serve on more than five public company boards (including our Board), and our Audit Committee members may not serve on more than three audit committees (including our Audit Committee) without prior Board approval. In each case, in determining whether to grant such approval, the Board will consider the director's ability to devote sufficient time to the activities of the Board and/or Audit Committee and the director's qualifications and contribution or potential contribution to the Board and/or Audit Committee. All of our directors are in compliance with the overboarding policy.
Board and Committee Evaluations |
To increase their effectiveness, the Board and each of its committees perform an annual self-evaluation under the direction of the Nominating and Corporate Governance Committee. The evaluation addresses attendance, preparedness, participation, candor and other valid measures of performance selected by the Board.
Director Attendance at Annual Meetings |
We encourage our directors to attend the annual meetings of our stockholders, either in person or telephonically. Eight of our nine directors nominated for election in 2016 attended the 2015 annual meeting.
31
Communicating with Directors |
Stockholders and other interested parties may communicate directly with members of the Board, including the Chairman of the Board or any of the other non-management or non-executive directors of our Company (individually or as a group), by writing to such director(s) at:
CoreLogic, Inc.
c/o General Counsel and Secretary
40 Pacifica, Suite 900
Irvine, CA 92618
Our Secretary reviews and promptly forwards communications to the directors as appropriate. Communications involving substantive accounting or auditing matters are forwarded to the Chair of the Audit Committee. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded such as: business solicitation or advertisements; product- or service-related inquires; junk mail or mass mailings; resumes or other job-related inquires; and spam and overly hostile, threatening, potentially illegal or similarly unsuitable communications. Directors receiving communications will respond as such directors deem appropriate, including the possibility of referring the matter to management of our Company, to the full Board or to an appropriate committee of the Board.
Transactions with Management and Others |
The Board has adopted a written policy regarding transactions with related persons that requires the approval or ratification by the Board or the Nominating and Corporate Governance Committee of any transaction exceeding $120,000 in which we are a participant and any related person has a direct or indirect material interest. A related person includes a director, nominee for election as a director, executive officer, person controlling over 5% of our common stock and the immediate family members of each of these individuals. Once a transaction has been determined to require approval, the transaction will be reviewed and approved by either the Board or the Nominating and Corporate Governance Committee. The Board or the Nominating and Corporate Governance Committee will review and consider the terms, business purpose and benefits of the transaction to us and the related person.
If a related party transaction is not pre-approved, then it must be brought to the Board or the Nominating and Corporate Governance Committee for ratification as promptly as possible. No member of the Board or the Nominating and Corporate Governance Committee may participate in the review or approval of a related party transaction in which he or she has a direct or indirect interest, unless the Chairman of the Board or the chairperson of the Nominating and Corporate Governance Committee requests such individual to participate.
The following types of transactions do not require pre-approval:
32
beneficial owner or family member is not an executive officer, director or director nominee of ours or an immediate family member thereof.
We have entered into the transactions discussed below, which have been approved or ratified in accordance with our related party transactions policy.
BlackRock, Inc. beneficially owns greater than 5% of our common stock and is therefore a related party. During 2015, BlackRock, Inc. or its affiliates purchased approximately $427,000 of data, analytics and other Company products. These transactions occurred pursuant to contracts entered into on an arm's-length basis and were ratified by the Nominating and Corporate Governance Committee in accordance with our related party transactions policy.
33
EXECUTIVE OFFICERS |
The following provides information regarding our current executive officers. Our officers are appointed annually by the Board.
| | | | | | | | | | | | | | | | |
| Name and Position | | | Business Experience | | | Board and Council Service | | | Age | ||||||
| | | | | | | | | | | | | | | | |
| Anand Nallathambi President and Chief Executive Officer |
| | Biography is set forth under the heading Proposal 1 - Election of Directors above. | | | 54 | | ||||||||
| | | | | | | | | | | | | | | | |
| Frank D. Martell Chief Operating and Financial Officer |
| |
CoreLogic, Inc. Chief Operating and Financial Officer (2014-present) Chief Financial Officer (2011-2014) Western Institutional Review Board A leading provider of review, approval and oversight for clinical research studies involving human subjects President and Chief Executive Officer Advantage Sales and Marketing A retail merchandising and marketing services company Chief Financial Officer (2009-2010) Information Services Group, Inc. A technology insight, market intelligence and advisory services company Executive Vice President and Chief Financial Officer, responsible for global financial management, investor and rating agency relations and information technology operations (2007-2009) ACNielsen Corporation A global measurement and data company for consumer goods and media Leadership positions including vice president and treasurer, chief financial officer, chief operating officer and president of Asia Pacific & Emerging Markets, executive vice president, marketing information group, and chief operating officer of ACNielsen and president Europe, Middle East & Africa (1996-2006) |
| |
Private Board Service BV Investment Partners L.P., a leading, middle-market private equity buyout firm Bank of the West, a regional financial services company Prior Board Service Western Institutional Review Board (2010-2011) |
| | 56 | | |||||
| | | | | | | | | | | | | | | | |
34
| | | | | | | | | | | | | | | | |
|
Name and Position as of December 31, 2015 |
| | Business Experience | | | Board and Council Service | | | Age | ||||||